City of Woodland
Meeting Agenda
City Council
City Hall
Council Chambers
300 First Street
Woodland, CA 95695
September 1, 2026
6:00 PM
CITY COUNCIL
In addition to being held in-person at City Hall, this meeting is accessible through the zoom link below or by calling the telephone number provided.
To provide public comment, please fill out the Speaker Sign Up form:
https://forms.office.com/g/7EuQPwy415. The City Clerk will call your name and unmute your microphone when it is your turn to speak. You may also use the "raise hand" feature in zoom to request to speak. If calling using the phone number, please press the star key and the number nine (*9) to raise your hand to speak.
Zoom Link: https://us06web.zoom.us/j/82355871863
Zoom Phone Number: 1(669) 900-6833
Zoom ID Number: 823 5587 1863
CLOSED SESSION
5:30 PM
A. CALL TO ORDER
B. CLOSED SESSION
1. LIABILITY CLAIMS
Claimant: Martin Brothers Construction, Inc.
Agency claimed against: City of Woodland
JOINT REGULAR CITY COUNCIL/WOODLAND FINANCE AUTHORITY MEETING 6:00 PM
C. CALL TO ORDER
D. ROLL CALL
E. PLEDGE OF ALLEGIANCE
Land Acknowledgment Statement - The City of Woodland acknowledges the land on which we live and work.
For thousands of years, this land has been the home of Patwin people. Today, there are three federally recognized Patwin tribes: Cachil DeHe Band of Wintun Indians of the Colusa Indian Community, Kletsel Dehe Wintun Nation, and Yocha Dehe Wintun Nation. The Patwin people have remained committed to the stewardship of this land over many centuries. It has been cherished and protected, as elders have instructed the young through generations. We are honored and grateful to be here today on their traditional lands.
F. COMMUNICATIONS - PUBLIC COMMENT
This is an opportunity for the public to speak to the Council on any item other than those listed on this agenda.
Speakers are requested to use the microphone in front of the Council and to begin by stating their name, whether they reside in Woodland and the name of the organization they represent if any. The Mayor may impose a time
limit on any speaker depending on the number of people wanting to speak and time available for the rest of the agenda. In the event comments are related to an item scheduled on the agenda, speakers may be required to wait to make their comments until that item is considered. The option to submit a public comment via voicemail is no longer available. Written Public Comments Members of the public are welcome to submit written comments prior to the meeting. Comments should be submitted by email to [email protected]. Written Comments received at least two (2) hours prior to the scheduled start time of the City Council meeting will be provided to the City Council and posted to the City website as part of the official record of the meeting but will not be read into the record. Written Comments received within two (2) hours of the scheduled start time of the City Council meeting and during the City Council meeting will be provided to the City Council the day following the City Council meeting. If you are submitting written comments on a particular item on the agenda, please identify the agenda item number and letter. If you are submitting written comments on an item not listed on the agenda, please identify your e-mail/comment as a General Public Comment. Note: Public comments at special meetings are limited to items on the agenda only.
2. SUBJECT: General Public Comments
WRITTEN COMMUNICATIONS: This section is reserved for "General" Public Comments emailed within two (2) hours prior to the Council Meeting. These comments will be provided to the City Council and incorporated into the meeting minutes. Any other written communications submitted for items specific to this agenda will be attached as a file to the associated agenda item.
G. COMMUNICATIONS - COUNCIL/STAFF STATEMENTS AND REQUESTS
This is an opportunity for the Council Members and Staff to make comments and announcements, to express concerns, or to request Council's consideration of any items a Council Member would like to have discussed at a future Council meeting.
3. SUBJECT: Long Range Calendar
RECOMMENDATION FOR ACTION: Staff recommends that the City Council receive the Long Range Calendar for informational purposes only.
H. CONSENT CALENDAR
4. SUBJECT: City Council Meeting Minutes of August 18, 2026.
RECOMMENDATION FOR ACTION: Staff recommends the City Council adopt the minutes of the Joint Regular City Council/Woodland Finance Authority Meeting of August 18, 2026.
5. SUBJECT: Fire Apparatus Maintenance Contracts
RECOMMENDATION FOR ACTION: Staff recommends that the City Council adopt Resolution No. _____, authorizing the City Manager to execute a Contract with Golden State Emergency Vehicle Services, Inc for the maintenance and repair of fire apparatus; Resolution No. _____, authorizing the City Manager to execute a contract with Riverview International Trucks, LLC for the maintenance and repair of fire apparatus; and Resolution No. _____, authorizing the City Manager to execute a contract with United Fleet Maintenance for the maintenance and repair of fire apparatus.
6. SUBJECT: Agreement Between the County of Yolo and the City of Woodland for the Provision of Fire Protection Services within the Northern Portion of the Former Elkhorn Fire Protection District
RECOMMENDATION FOR ACTION: Staff recommends that the City Council adopt Resolution No.____: (1) approving the Agreement between the County of Yolo and the City of Woodland for the provision of fire protection services within the northern portion of
the former Elkhorn Fire Protection District; and (2) authorizing the City Manager to execute the Agreement.
7. SUBJECT: Approve the Plans, Specifications, and Bid Authorization for Lemen Ave Utility Improvements Project, CIP 26-15.
RECOMMENDATION FOR ACTION: Staff recommends the City Council adopt Resolution No. _____, 1) Approving the Project plans and specifications; and 2) Authorizing bid advertisement for Lemen Ave Utility Improvements Project, CIP 26-15.
8. SUBJECT: Renewal of the Epic Bros Enterprises, Inc. Operating Agreement
RECOMMENDATION FOR ACTION: Staff recommends the City Council adopt Resolution No.______, 1) Approving the renewal of the Operating Agreement between the City and Epic Bros Enterprises, Inc., a commercial cannabis non- volatile manufacturing facility located at 1230 Harter Avenue, Suites J and H; and 2) Authorizing the City Manager to execute the proposed agreement renewal on behalf of the City.
9. SUBJECT: Renewal of the Epic Pros Enterprises, Inc. Operating Agreement
RECOMMENDATION FOR ACTION: Staff recommends that the City Council adopt Resolution No. ______, 1) Approving the renewal of the Operating Agreement between the City and Epic Pros Enterprises, Inc., a commercial cannabis distributor located at 1250 Harter Avenue, Suite C; and 2) Authorizing the City Manager to execute the proposed agreement renewal on behalf of the City.
10. SUBJECT: Investment Report - June 30, 2026
RECOMMENDATION FOR ACTION: Staff recommends that the City Council accept the Treasurer’s Investment Report for the year ending June 30, 2026.
I. REPORTS OF THE CITY MANAGER
11. SUBJECT: Woodland Police Department Semi-Annual Report January 1, 2026 – June 30, 2026
RECOMMENDATION FOR ACTION: Staff recommends that the City Council receive the Woodland Police Department’s Semi-Annual Report for the period from January 1, 2026 to June 30, 2026.
12. SUBJECT: Fire Department Semi-Annual Status Report
RECOMMENDATION FOR ACTION: Staff recommends that the City Council accept the Fire Department Semi-Annual Status Report for January to June 2026.
J. ADJOURN
The next regular meeting of the City Council will be held on September 15, 2026 at 6PM.
I declare under penalty of perjury that the foregoing Agenda for the Joint Regular Meeting of the Woodland Finance Authority/ City Council of the City of Woodland scheduled for September 1, 2026 was posted on August 28, 2026 in the outside display case at City Hall, 300 First Street, Woodland, CA, and was available to the public during normal business hours.
Marissa Kersey
City Clerk
Upon request, agendas and documents in the agenda packet will be made available in appropriate alternative formats to persons with a disability, as required by law. Any such requests must be made in writing to the Office of the City Clerk of the City of Woodland.
Requests will be valid for the calendar year in which the request is received, and must be renewed prior to January 1st.
Persons needing disability-related modifications or accommodations in order to participate in public meetings, including persons requiring auxiliary aids or services, may request such modifications or accommodations by calling the Office of the City Clerk (530-661-5806) at least 48 hours prior to the meeting.
TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 1, 2026
ITEM #: F.2
SUBJECT: General Public Comments
This section is reserved for "General" Public Comments emailed within two (2) hours prior to the Council Meeting. These comments will be provided to the City Council and incorporated into the meeting minutes. Any other written communications submitted for items specific to this agenda will be attached as a file to the associated agenda item.
Attachments:
None
TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 1, 2026
ITEM #: G.3
SUBJECT: Long Range Calendar
Recommendation for Action: Staff recommends that the City Council receive the Long Range Calendar for informational purposes only.
Attachments:
1. Council Long Range Calendar
CITY COUNCIL LONG RANGE CALENDAR
September 15th REGULAR MEETING Proclamation – Hispanic Heritage Month
Award Meter Install Construction Project, Gibson Ranch Water Meter Replacement Project, CIP 26-16 Response to the 2025-2026 Yolo County Grand Jury Report Authorization to Accept an OTS Grant
Community Development Department Semi-Annual Report
Community Services Department Semi-Annual Report
October 6th REGULAR MEETING
Proclamation – Recognizing October as Breast Cancer Awareness Month Proclamation - Fire Prevention Week
Public Health Goals Report Presentation
Award Construction Contract Tupelo Offsite, CIP 26-15
FY25/26 Budget Carry Over Requests
October 20th REGULAR MEETING Quarterly Investment Report
Yolo County Fairgrounds Presentation
YoloTD Short Range Transit Plan
November 3rd REGULAR MEETING Quarterly Investment Report
FY27 First Quarter Budget Update
Woodland Public Library Annual Report
Future Topics / Study Sessions:
Library Eave and Roof Replacement Project - Approve Plans and Authorize Bid (TBD) Sewer and Water Rate Adjustment – 218 Hearing (TBD)
Updated 8/28/2026
TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 1, 2026
ITEM #: H.4
SUBJECT: City Council Meeting Minutes of August 18, 2026
Recommendation for Action: Staff recommends the City Council adopt the minutes of the Joint Regular City Council/Woodland Finance Authority Meeting of August 18, 2026.
Attachments:
1. Draft City Council Meeting Minutes of August 18, 2026
TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 1, 2026
ITEM #: H.5
SUBJECT: Fire Apparatus Maintenance Contracts
Recommendation for Action: Staff recommends that the City Council adopt Resolution No. _____, authorizing the City Manager to execute a contract with Golden State Emergency Vehicle Services, Inc for the maintenance and repair of fire apparatus; Resolution No. _____, authorizing the City Manager to execute a contract with Riverview International Trucks, LLC for the maintenance and repair of fire apparatus; and Resolution No. _____, authorizing the City Manager to execute a contract with United Fleet Maintenance for the maintenance and repair of fire apparatus.
Staff Contact:
Eric Zane, Fire Chief (530) 661-5861, [email protected]
Fiscal Impact: Funding for these contracts is provided by the Vehicle Maintenance Fund (Fund 2010) as part of the annual budget appropriation. The costs of the proposed service contracts are structured as not-to-exceed amounts as follows:
• $100,000 — Golden State Emergency Vehicle Services, Inc. • $50,000 — Riverview International Trucks, LLC
• $100,000 — United Fleet Maintenance
Background:
The Fire Department primarily utilizes Golden State Emergency Vehicle Services, Inc., Riverview International Trucks, LLC, and United Fleet Maintenance for the maintenance and repair of apparatus. Pierce Manufacturing, the builder of all the Fire Department’s front line apparatus, has limited Pierce-approved and certified repair facilities on the West Coast. The closest facility is Golden State Emergency Vehicle Services, Inc. in Sacramento. Because of this, all Pierce front line apparatus are sent to Golden State Emergency Vehicle Services, Inc.
Discussion:
The Fire Department operates and maintains several reserve and backup apparatus manufactured by various companies. The Department utilizes Golden State Emergency Vehicle Services, Inc., Riverview International Trucks, LLC, and United Fleet Maintenance for apparatus repairs. Through the informal procurement process, the Department received the required number of proposals, and all three vendors were selected as preferred providers. Golden State Emergency Vehicle Services, Inc. has a long history of servicing the Department’s apparatus and continues to provide reliable, specialized support. Riverview International Trucks, LLC offers competitive rates and prompt customer service. United Fleet Maintenance’s proximity to Woodland allows for quick onsite and emergency response while also offering competitive pricing.
Conclusion: Staff recommends that the City Council adopt Resolution No. _____, authorizing the City Manager to execute a contract with Golden State Emergency Vehicle Services, Inc for the maintenance and repair of fire apparatus; Resolution No. _____, authorizing the City Manager to execute a contract with Riverview International Trucks, LLC for the maintenance and repair of fire apparatus; and Resolution No. _____, authorizing the City Manager to execute a contract with United Fleet Maintenance for the maintenance and repair of fire apparatus
Prepared by: Nallely Castro, Management Analyst
Approved by: Eric Zane, Fire Chief
Attachments:
1. Proposed Resolution_Golden State Contract FY27
2. Proposed Resolution_Riverview Int Contract FY27
3. Proposed Resolution_United Fleet Contract FY27
4. Riverview 2026-2027
5. United Fleet 2026-2027
6. Golden State 2026-2027
RESOLUTION NO. _____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WOODLAND
AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH
GOLDEN STATE EMERGENCY VEHICLE SERVICES, INC FOR THE
MAINTENANCE AND REPAIR OF FIRE APPARATUS
WHEREAS, the City of Woodland wishes to enter into an agreement with Golden State Emergency Vehicle Service, Inc., for maintenance and repair services for fire apparatus; and WHEREAS, Golden State Emergency Vehicle Service, Inc., is a certified Pierce repair facility in the Sacramento Valley; and
WHEREAS, the proposed contract results in the annual cost of ONE HUNDRED THOUSAND DOLLARS ($100,000), for the maintenance and repair of fire apparatus; and WHEREAS, funding in support of this contract is identified in the adopted FY26-27 budget.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Woodland as follows:
SECTION 1: The City Council hereby authorizes the City Manager to execute the FY26- 27 contract with Golden State Emergency Vehicle Service Inc. not-to-exceed the amount of one hundred thousand dollars ($100,000). The City Attorney is hereby authorized to make clarifying and conforming changes to the Agreement provided that the total contract amount does not change.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Woodland at a regular meeting held on the 1st day of September 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________
Tom Stallard, Mayor
ATTEST: APPROVED AS TO FORM:
________________________________ ________________________________ Marissa Kersey, City Clerk Ethan Walsh, City Attorney
RESOLUTION NO. _____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WOODLAND
AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH
RIVERVIEW INTERNATIONAL TRUCKS, LLC FOR THE MAINTENANCE AND
REPAIR OF FIRE APPARATUS
WHEREAS, the City of Woodland wishes to enter into an agreement with Riverview International Trucks, LLC, for maintenance and repair services for fire apparatus; and WHEREAS, Riverview International Trucks, LLC has continually been found to offer competitive rates, prompt customer service, and short turnaround times, making them a preferred vendor; and
WHEREAS,, the proposed contract results in the annual cost of FIFTY THOUSAND DOLLARS ($50,000), for the maintenance and repair of fire apparatus; and WHEREAS, funding in support of this contract is identified in the adopted FY26-27 budget.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Woodland as follows:
SECTION 1: The City Council hereby authorizes the City Manager to execute the FY26- 27 contract with Riverview International Trucks, LLC not-to-exceed the amount of fifty thousand dollars ($50,000) for FY26-27. The City Attorney is hereby authorized to make clarifying and conforming changes to the Agreement provided that the total contract amount does not change. change.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Woodland at a regular meeting held on the 1st day of September, 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________
Tom Stallard, Mayor
ATTEST: APPROVED AS TO FORM:
________________________________ ________________________________ Marissa Kersey, City Clerk Ethan Walsh, City Attorney
RESOLUTION NO. _____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WOODLAND
AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH UNITED
FLEET MAINTENANCE FOR THE MAINTENANCE AND REPAIR OF FIRE
APPARATUS
WHEREAS, the City of Woodland wishes to enter into an agreement with United Fleet Maintenance, for maintenance and repair services for fire apparatus; and WHEREAS, United Fleet Maintenance is local to Woodland, allowing for quick response for onsite and emergency repairs while offering competitive rates, making them a preferred vendor; and
WHEREAS, the proposed contract results in the annual cost of ONE HUNDRED THOUSAND DOLLARS ($100,000), for the maintenance and repair of fire apparatus; and WHEREAS, funding in support of this contract is identified in the adopted FY26-27 budget.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Woodland as follows:
SECTION 1: The City Council hereby authorizes the City Manager to execute the FY26- 27 contract with United Fleet Maintenance not-to-exceed the amount of one hundred thousand dollars ($100,000). The City Attorney is hereby authorized to make clarifying and conforming changes to the Agreement provided that the total contract amount does not change.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Woodland at a regular meeting held on the 1st day of September 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________
Tom Stallard, Mayor
ATTEST: APPROVED AS TO FORM:
________________________________ ________________________________ Marissa Kersey, City Clerk Ethan Walsh, City Attorney
City of Woodland
Riverview International Trucks, LLC
82093.00001\3560987.2
1 CITY OF WOODLAND
PROFESSIONAL SERVICES AGREEMENT FOR FIRE APPARATUS
MAINTENANCE AND REPAIR SERVICES
CM #
This Agreement is made and entered into this 1th day of September, 2026 by and between the City of Woodland, a California municipal corporation (“City”) and Riverview International Trucks, LLC, a California Limited Liability Company (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. Contractor desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.
Contractor represents that it is experienced in providing Fire Apparatus Maintenance and Repair services to public clients, is licensed in the State of California, and is familiar with the plans of City.
B. Contractor agrees that it is satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Agreement is based on such independent investigation and research.
C. City desires to engage Contractor to render such services for Fire Apparatus Maintenance and Repair Services on an as-needed basis necessary for the Fire Department (“Project”) as set forth in this Agreement.
AGREEMENT
1. SCOPE OF SERVICES AND TERM.
1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Fire Apparatus Maintenance and Repair services necessary for the Project (“Services”). All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules, and regulations.
1.2 Term. The term of this Agreement shall be from September 1, 2026 to June 30, 2027 unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
City of Woodland
Riverview International Trucks, LLC
82093.00001\3560987.2
2 2. SCHEDULE OF SERVICES.
2.1 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, on an as-needed basis as directed by the City through its duly authorized representative in a signed writing, to City’s reasonable satisfaction. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
2.2 Extension of Time. Contractor may, for good cause, request extensions of time to perform the Services required hereunder. Such extensions shall be authorized in advance by the City in writing and shall be incorporated in written amendments to this Agreement.
2.3 Period of Performance and Liquidated Damages. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 2.1 above as it may be extended pursuant to Section 2.2 (“Performance Time”). Contractor shall also perform the Services in strict accordance with any completion schedule which may be separately agreed upon in writing by the City and Contractor (“Performance Milestones”). Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Project Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.
3. FEES AND PAYMENTS.
3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit ”A” attached hereto and incorporated herein by reference. The total compensation for the term shall not exceed Fifty Thousand Dollars ($50,000) without written approval of City’s Fire Chief.
3.2 Payment of Compensation. Contractor shall submit to City itemized invoices at the completion of each project which indicate work completed and hours of Services rendered by Contractor. The invoice shall describe the amount of Services and supplies provided in the completion of each project. City shall, within forty-five (45) days of receiving such invoice, review the invoice and pay all approved charges thereon.
3.3 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.
4. CHANGES.
City of Woodland
Riverview International Trucks, LLC
82093.00001\3560987.2
3 4.1 The Parties may, from time to time, request changes in the scope of the Services of Contractor to be performed hereunder. Such changes, including any increase or decrease in the amount of Contractor’s compensation and/or changes in the schedule must be authorized in advance by City in writing. Mutually agreed changes shall be incorporated in written amendments to the Agreement.
5. RESPONSIBILITIES OF CONTRACTOR.
5.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement.
City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
5.2 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.
5.3 City’s Representative. The City hereby designates the Fire Chief, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.
5.4 Contractor’s Representative. Contractor hereby designates Jason Ehrlich, Service Manager, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
5.5 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, Contractors and other staff at all reasonable times.
City of Woodland
Riverview International Trucks, LLC
82093.00001\3560987.2
4 5.6 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subContractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it and its employees have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.
5.7 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
6. INSURANCE.
6.1 Time for Compliance. Contractor shall not commence Services under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
6.2 Types of Required Coverages. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder and without limiting the indemnity provisions of the Agreement, the Contractor in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance.
City of Woodland
Riverview International Trucks, LLC
82093.00001\3560987.2
5 6.2.1 Commercial General Liability. Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least $1,000,000 per occurrence. Defense costs shall be paid in addition to the limits.
The policy shall contain no endorsements or provisions limiting coverage for (1) products and completed operations; (2) contractual liability; (3) third party action over claims; or (4) cross liability exclusion for claims or suits by one insured against another.
6.2.2 Automobile Liability. Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1) with minimum limits of $1,000,000 each accident.
6.2.3 Workers’ Compensation. Workers’ Compensation Insurance, as required by the State of California and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
6.2.4 Professional Liability. Professional Liability insurance for errors and omissions with minimum limits of $1,000,000. Covered Professional Services shall specifically include all work to be performed under the Agreement.
If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
6.3 Endorsements.
6.3.1 The policy or policies of insurance required by Sections 6.2.1 Commercial General Liability and 6.2.2 Automobile Liability shall be endorsed to provide the following:
6.3.1.1 Additional Insured. The indemnified parties shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Contractor; or (4) contain any other exclusions contrary to the Agreement.
6.3.1.2 Primary Insurance and Non-Contributing Insurance. This insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance.
6.3.1.3 Severability. In the event of one insured, whether named or additional, incurs liability to any other of the insureds, whether named or additional, the policy shall cover the insured against whom claim is or may be made in the same manner as if separate policies had been issued to each insured, except that the limits of insurance shall not be increased thereby.
City of Woodland
Riverview International Trucks, LLC
82093.00001\3560987.2
6 6.3.1.4 Cancellation. The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non-payment of premium.
6.3.1.5 Duties. Any failure by the named insured to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the indemnified parties.
6.3.1.6 Applicability. That the coverage provided therein shall apply to the obligations assumed by the Contractor under the indemnity provisions of the Agreement, unless the policy or policies contain a blanket form of contractual liability coverage.
6.3.2 The policy or policies of insurance required by Section 6.2.3 Workers’ Compensation shall be endorsed, as follows:
6.3.2.1 Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties.
6.3.2.2 Cancellation. The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non-payment of premium.
6.3.3 The policy or policies of insurance required by Section 6.2.4 Professional Liability shall be endorsed, as follows:
6.3.3.1 Cancellation. The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non-payment of premium.
6.4 Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
6.5 Evidence of Insurance. The Contractor, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
City of Woodland
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7 6.6 Failure to Maintain Coverage. Contractor agrees to suspend and cease all operations hereunder during such period of time if the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City. The City shall have the right to withhold any payment due Contractor until Contractor has fully complied with the insurance provisions of this Agreement.
In the event that the Contractor’s operations are suspended for failure to maintain required insurance coverage, the Contractor shall not be entitled to an extension of time for completion of the Work because of production lost during suspension.
6.7 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best’s rating of no less than A:VII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
7. CONFIDENTIALITY.
7.1 Confidentiality. All Documents & Data, either created by or provided to Contractor in connection with the performance of this Agreement, shall be held confidential by Contractor.
All Documents & Data shall not, without the prior written consent of City or except pursuant to court order, be used or reproduced by Contractor for any purposes other than the performance of the Services. Contractor shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project.
Nothing furnished to Contractor that is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
7.2 Indemnification. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.
8. ACCOUNTING RECORDS.
8.1 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
9. SUBCONTRACTING.
City of Woodland
Riverview International Trucks, LLC
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8 9.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
10. TERMINATION OF AGREEMENT.
10.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those Services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.
10.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.
10.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
11. GENERAL PROVISIONS
11.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
City:
WOODLAND FIRE DEPARTMENT
1000 Lincoln Ave
Woodland, CA 95695
Attn: Fire Chief
Contractor:
RIVERVIEW INTERNATIONAL TRUCKS, LLC
2445 Evergreen Avenue
West Sacramento, CA 95691
Attn: Jason Ehrlich, Services Manager
City of Woodland
Riverview International Trucks, LLC
82093.00001\3560987.2
9 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
11.2 Indemnification.
11.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor’s Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
11.2.2 Additional Indemnity Obligations. Contractor shall defend, with Counsel of City's choosing and at Contractor’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 11.2.1 that may be brought or instituted against City or its directors, officials, officers, employees, volunteers and agents. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.
Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.
11.3 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
City of Woodland
Riverview International Trucks, LLC
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10 11.3.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor.
Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for in Section 11.3 or any of its sub- sections.
11.3.2 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, Contractors, sub-subcontractors or subContractors to meet any of the requirements provided for in Sections 11.3.1 (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.
11.3.3 Air Quality. To the extent applicable, Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the Yolo-Solano Air Quality Management District (YSAQMD) and/or California Air Resources Board (CARB). Contractor shall indemnify City against any fines or penalties imposed by CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.
11.4 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subContractors to file, a Statement of Economic
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11 Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
11.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. if the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. If applicable and upon request, City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
11.6 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subContractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
11.7 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
11.8 Attorneys Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all other costs of such action.
11.9 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
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Riverview International Trucks, LLC
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12 11.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.
11.11 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
11.12 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.
11.13 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
11.14 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Yolo County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.
11.15 Time of Essence. Time is of the essence for each and every provision of this Agreement.
11.16 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to Contractor include all personnel, employees, agents, and subContractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.
11.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
11.18 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that
City of Woodland
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13 the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
11.19 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
11.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
11.21 City’s Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project.
11.22 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
[SIGNATURES ON NEXT PAGE]
City of Woodland
Riverview International Trucks, LLC
82093.00001\3560987.2
14 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
CITY OF WOODLAND RIVERVIEW INTERNATIONAL TRUCKS, LLC
By: ___________________________ By: ___________________________ Ken Hiatt Jason Ehrlich
City Manager Service Manager
Attest: Attest:
By: ___________________________ By: ___________________________ Marissa Kersey [Name]
City Clerk [Title]
Approved as to Form:
By: ___________________________
Best Best & Krieger LLP
City Attorney
City of Woodland
Riverview International Trucks, LLC
82093.00001\3560987.2
15 EXHIBIT “A”
COMPENSATION
Compensation is per union contract with the Machinists and Mechanics lodge 2182.
City of Woodland
United Fleet Maintenance
82093.00001\3560987.2
1 CITY OF WOODLAND
PROFESSIONAL SERVICES AGREEMENT FOR FIRE APPARATUS
MAINTENANCE AND REPAIR SERVICES
CM #
This Agreement is made and entered into this 1th day of September, 2026 by and between the City of Woodland, a California municipal corporation (“City”) and J&E Adventures, LLC DBA United Fleet Maintenance, a California Limited Liability Company (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. Contractor desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.
Contractor represents that it is experienced in providing Fire Apparatus Maintenance and Repair services to public clients, is licensed in the State of California, and is familiar with the plans of City.
B. Contractor agrees that it is satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Agreement is based on such independent investigation and research.
C. City desires to engage Contractor to render such services for Fire Apparatus Maintenance and Repair Services on an as-needed basis necessary for the Fire Department (“Project”) as set forth in this Agreement.
AGREEMENT
1. SCOPE OF SERVICES AND TERM.
1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Fire Apparatus Maintenance and Repair services necessary for the Project (“Services”). All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules, and regulations.
1.2 Term. The term of this Agreement shall be from September 1, 2026 to June 30, 2027 unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
City of Woodland
United Fleet Maintenance
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2 2. SCHEDULE OF SERVICES.
2.1 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, on an as-needed basis as directed by the City through its duly authorized representative in a signed writing, to City’s reasonable satisfaction. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
2.2 Extension of Time. Contractor may, for good cause, request extensions of time to perform the Services required hereunder. Such extensions shall be authorized in advance by the City in writing and shall be incorporated in written amendments to this Agreement.
2.3 Period of Performance and Liquidated Damages. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 2.1 above as it may be extended pursuant to Section 2.2 (“Performance Time”). Contractor shall also perform the Services in strict accordance with any completion schedule which may be separately agreed upon in writing by the City and Contractor (“Performance Milestones”). Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Project Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.
3. FEES AND PAYMENTS.
3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit ”A” attached hereto and incorporated herein by reference. The total compensation for the term shall not exceed One Hundred Thousand Dollars ($100,000) without written approval of City’s Fire Chief.
3.2 Payment of Compensation. Contractor shall submit to City itemized invoices at the completion of each project which indicate work completed and hours of Services rendered by Contractor. The invoice shall describe the amount of Services and supplies provided in the completion of each project. City shall, within forty-five (45) days of receiving such invoice, review the invoice and pay all approved charges thereon.
3.3 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.
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United Fleet Maintenance
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3 4. CHANGES.
4.1 The Parties may, from time to time, request changes in the scope of the Services of Contractor to be performed hereunder. Such changes, including any increase or decrease in the amount of Contractor’s compensation and/or changes in the schedule must be authorized in advance by City in writing. Mutually agreed changes shall be incorporated in written amendments to the Agreement.
5. RESPONSIBILITIES OF CONTRACTOR.
5.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement.
City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
5.2 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.
5.3 City’s Representative. The City hereby designates the Fire Chief, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.
5.4 Contractor’s Representative. Contractor hereby designates Josue Cardenas, Owner/Lead Mechanic, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement.
The Contractor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
5.5 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, Contractors and other staff at all reasonable times.
City of Woodland
United Fleet Maintenance
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4 5.6 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subContractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it and its employees have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.
5.7 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
6. INSURANCE.
6.1 Time for Compliance. Contractor shall not commence Services under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
6.2 Types of Required Coverages. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder and without limiting the indemnity provisions of the Agreement, the Contractor in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance.
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United Fleet Maintenance
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5 6.2.1 Commercial General Liability. Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least $1,000,000 per occurrence. Defense costs shall be paid in addition to the limits.
The policy shall contain no endorsements or provisions limiting coverage for (1) products and completed operations; (2) contractual liability; (3) third party action over claims; or (4) cross liability exclusion for claims or suits by one insured against another.
6.2.2 Automobile Liability. Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1) with minimum limits of $1,000,000 each accident.
6.2.3 Workers’ Compensation. Workers’ Compensation Insurance, as required by the State of California and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
6.2.4 Professional Liability. Professional Liability insurance for errors and omissions with minimum limits of $1,000,000. Covered Professional Services shall specifically include all work to be performed under the Agreement.
If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
6.3 Endorsements.
6.3.1 The policy or policies of insurance required by Sections 6.2.1 Commercial General Liability and 6.2.2 Automobile Liability shall be endorsed to provide the following:
6.3.1.1 Additional Insured. The indemnified parties shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Contractor; or (4) contain any other exclusions contrary to the Agreement.
6.3.1.2 Primary Insurance and Non-Contributing Insurance. This insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance.
6.3.1.3 Severability. In the event of one insured, whether named or additional, incurs liability to any other of the insureds, whether named or additional, the policy shall cover the insured against whom claim is or may be made in the same manner as if separate policies had been issued to each insured, except that the limits of insurance shall not be increased thereby.
City of Woodland
United Fleet Maintenance
82093.00001\3560987.2
6 6.3.1.4 Cancellation. The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non-payment of premium.
6.3.1.5 Duties. Any failure by the named insured to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the indemnified parties.
6.3.1.6 Applicability. That the coverage provided therein shall apply to the obligations assumed by the Contractor under the indemnity provisions of the Agreement, unless the policy or policies contain a blanket form of contractual liability coverage.
6.3.2 The policy or policies of insurance required by Section 6.2.3 Workers’ Compensation shall be endorsed, as follows:
6.3.2.1 Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties.
6.3.2.2 Cancellation. The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non-payment of premium.
6.3.3 The policy or policies of insurance required by Section 6.2.4 Professional Liability shall be endorsed, as follows:
6.3.3.1 Cancellation. The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non-payment of premium.
6.4 Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
6.5 Evidence of Insurance. The Contractor, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
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7 6.6 Failure to Maintain Coverage. Contractor agrees to suspend and cease all operations hereunder during such period of time if the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City. The City shall have the right to withhold any payment due Contractor until Contractor has fully complied with the insurance provisions of this Agreement.
In the event that the Contractor’s operations are suspended for failure to maintain required insurance coverage, the Contractor shall not be entitled to an extension of time for completion of the Work because of production lost during suspension.
6.7 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best’s rating of no less than A:VII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
7. CONFIDENTIALITY.
7.1 Confidentiality. All Documents & Data, either created by or provided to Contractor in connection with the performance of this Agreement, shall be held confidential by Contractor.
All Documents & Data shall not, without the prior written consent of City or except pursuant to court order, be used or reproduced by Contractor for any purposes other than the performance of the Services. Contractor shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project.
Nothing furnished to Contractor that is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
7.2 Indemnification. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.
8. ACCOUNTING RECORDS.
8.1 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
9. SUBCONTRACTING.
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8 9.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
10. TERMINATION OF AGREEMENT.
10.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those Services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.
10.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.
10.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
11. GENERAL PROVISIONS
11.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
City:
WOODLAND FIRE DEPARTMENT
1556 Springlake Ct
Woodland, CA 95776
Attn: Fire Chief
Contractor:
UNITED FLEET MAINTENANCE
1296 E Gibson Rd Ste A 254
Woodland, CA 95776
Attn: Josue Cardenas, Owner/Lead Mechanic
City of Woodland
United Fleet Maintenance
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9 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
11.2 Indemnification.
11.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor’s Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
11.2.2 Additional Indemnity Obligations. Contractor shall defend, with Counsel of City's choosing and at Contractor’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 11.2.1 that may be brought or instituted against City or its directors, officials, officers, employees, volunteers and agents. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.
Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.
11.3 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
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10 11.3.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor.
Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for in Section 11.3 or any of its sub- sections.
11.3.2 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, Contractors, sub-subcontractors or subContractors to meet any of the requirements provided for in Sections 11.3.1 or Error! Reference source not found. ; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section Error! Reference source not found. ); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.
11.3.3 Air Quality. To the extent applicable, Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the Yolo-Solano Air Quality Management District (YSAQMD) and/or California Air Resources Board (CARB). Contractor shall indemnify City against any fines or penalties imposed by CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.
11.4 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further
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11 agrees to file, or shall cause its employees or subContractors to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
11.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. if the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. If applicable and upon request, City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
11.6 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subContractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
11.7 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
11.8 Attorneys Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all other costs of such action.
11.9 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
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12 11.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.
11.11 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
11.12 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.
11.13 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
11.14 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Yolo County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.
11.15 Time of Essence. Time is of the essence for each and every provision of this Agreement.
11.16 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to Contractor include all personnel, employees, agents, and subContractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.
11.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
11.18 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that
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13 the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
11.19 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
11.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
11.21 City’s Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project.
11.22 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
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14 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
CITY OF WOODLAND J&E ADVENTURES LLC
DBA UNITED FLEET MAINTENANCE
By: ___________________________ By: ___________________________ Ken Hiatt Josue Cardenas
City Manager Owner/Lead Mechanic
Attest: Attest:
By: ___________________________ By: ___________________________ Marissa Kersey [Name]
City Clerk [Title]
Approved as to Form:
By: ___________________________
Best Best & Krieger LLP
City Attorney
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15 EXHIBIT “A”
COMPENSATION
City of Woodland 1
Golden State Emergency Vehicle Services
82093.00001\3560987.2
CITY OF WOODLAND
PROFESSIONAL SERVICES AGREEMENT FOR FIRE APPARATUS
MAINTENANCE AND REPAIR SERVICES
CM #
This Agreement is made and entered into this 1th day of September, 2026 by and between the City of Woodland, a California municipal corporation (“City”) and Golden State Emergency Vehicles, Inc., a California corporation (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A. Contractor desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.
Contractor represents that it is experienced in providing Fire Apparatus Maintenance and Repair services to public clients, is licensed in the State of California, and is familiar with the plans of City.
B. Contractor agrees that it is satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Agreement is based on such independent investigation and research.
C. City desires to engage Contractor to render such services for Fire Apparatus Maintenance and Repair Services on an as-needed basis necessary for the Fire Department (“Project”) as set forth in this Agreement.
AGREEMENT
1. SCOPE OF SERVICES AND TERM.
1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Fire Apparatus Maintenance and Repair services necessary for the Project (“Services”). All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules, and regulations.
1.2 Term. The term of this Agreement shall be from September 1, 2026 to June 30, 2027 unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
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2 2. SCHEDULE OF SERVICES.
2.1 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, on an as-needed basis as directed by the City through its duly authorized representative in a signed writing, to City’s reasonable satisfaction. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
2.2 Extension of Time. Contractor may, for good cause, request extensions of time to perform the Services required hereunder. Such extensions shall be authorized in advance by the City in writing and shall be incorporated in written amendments to this Agreement.
2.3 Period of Performance and Liquidated Damages. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 2.1 above as it may be extended pursuant to Section 2.2 (“Performance Time”). Contractor shall also perform the Services in strict accordance with any completion schedule which may be separately agreed upon in writing by the City and Contractor (“Performance Milestones”). Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Project Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.
3. FEES AND PAYMENTS.
3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit ”A” attached hereto and incorporated herein by reference. The total compensation for the term shall not exceed One Hundred Thousand Dollars ($100,000) without written approval of City’s Fire Chief.
3.2 Payment of Compensation. Contractor shall submit to City itemized invoices at the completion of each project which indicate work completed and hours of Services rendered by Contractor. The invoice shall describe the amount of Services and supplies provided in the completion of each project. City shall, within forty-five (45) days of receiving such invoice, review the invoice and pay all approved charges thereon.
3.3 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.
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Golden State Emergency Vehicle Services
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3 4. CHANGES.
4.1 The Parties may, from time to time, request changes in the scope of the Services of Contractor to be performed hereunder. Such changes, including any increase or decrease in the amount of Contractor’s compensation and/or changes in the schedule must be authorized in advance by City in writing. Mutually agreed changes shall be incorporated in written amendments to the Agreement.
5. RESPONSIBILITIES OF CONTRACTOR.
5.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement.
City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
5.2 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City.
5.3 City’s Representative. The City hereby designates the Fire Chief, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.
5.4 Contractor’s Representative. Contractor hereby designates Daron Wright, President/CFO, or his or her designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
5.5 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, Contractors and other staff at all reasonable times.
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4 5.6 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subContractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it and its employees have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project.
5.7 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
6. INSURANCE.
6.1 Time for Compliance. Contractor shall not commence Services under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.
6.2 Types of Required Coverages. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder and without limiting the indemnity provisions of the Agreement, the Contractor in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance.
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5 6.2.1 Commercial General Liability. Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least $1,000,000 per occurrence. Defense costs shall be paid in addition to the limits.
The policy shall contain no endorsements or provisions limiting coverage for (1) products and completed operations; (2) contractual liability; (3) third party action over claims; or (4) cross liability exclusion for claims or suits by one insured against another.
6.2.2 Automobile Liability. Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1) with minimum limits of $1,000,000 each accident.
6.2.3 Workers’ Compensation. Workers’ Compensation Insurance, as required by the State of California and Employer’s Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease.
6.2.4 Professional Liability. Professional Liability insurance for errors and omissions with minimum limits of $1,000,000. Covered Professional Services shall specifically include all work to be performed under the Agreement.
If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
6.3 Endorsements.
6.3.1 The policy or policies of insurance required by Sections 6.2.1 Commercial General Liability and 6.2.2 Automobile Liability shall be endorsed to provide the following:
6.3.1.1 Additional Insured. The indemnified parties shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Contractor; or (4) contain any other exclusions contrary to the Agreement.
6.3.1.2 Primary Insurance and Non-Contributing Insurance. This insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance.
6.3.1.3 Severability. In the event of one insured, whether named or additional, incurs liability to any other of the insureds, whether named or additional, the policy shall cover the insured against whom claim is or may be made in the same manner as if separate policies had been issued to each insured, except that the limits of insurance shall not be increased thereby.
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6 6.3.1.4 Cancellation. The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non-payment of premium.
6.3.1.5 Duties. Any failure by the named insured to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the indemnified parties.
6.3.1.6 Applicability. That the coverage provided therein shall apply to the obligations assumed by the Contractor under the indemnity provisions of the Agreement, unless the policy or policies contain a blanket form of contractual liability coverage.
6.3.2 The policy or policies of insurance required by Section 6.2.3 Workers’ Compensation shall be endorsed, as follows:
6.3.2.1 Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties.
6.3.2.2 Cancellation. The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non-payment of premium.
6.3.3 The policy or policies of insurance required by Section 6.2.4 Professional Liability shall be endorsed, as follows:
6.3.3.1 Cancellation. The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non-payment of premium.
6.4 Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
6.5 Evidence of Insurance. The Contractor, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
City of Woodland
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7 6.6 Failure to Maintain Coverage. Contractor agrees to suspend and cease all operations hereunder during such period of time if the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City. The City shall have the right to withhold any payment due Contractor until Contractor has fully complied with the insurance provisions of this Agreement.
In the event that the Contractor’s operations are suspended for failure to maintain required insurance coverage, the Contractor shall not be entitled to an extension of time for completion of the Work because of production lost during suspension.
6.7 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best’s rating of no less than A:VII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
7. CONFIDENTIALITY.
7.1 Confidentiality. All Documents & Data, either created by or provided to Contractor in connection with the performance of this Agreement, shall be held confidential by Contractor.
All Documents & Data shall not, without the prior written consent of City or except pursuant to court order, be used or reproduced by Contractor for any purposes other than the performance of the Services. Contractor shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project.
Nothing furnished to Contractor that is otherwise known to Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
7.2 Indemnification. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.
8. ACCOUNTING RECORDS.
8.1 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
9. SUBCONTRACTING.
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8 9.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
10. TERMINATION OF AGREEMENT.
10.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those Services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.
10.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.
10.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
11. GENERAL PROVISIONS
11.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
City:
WOODLAND FIRE DEPARTMENT
1556 Springlake Ct
Woodland, CA 95776
Attn: Fire Chief
Contractor:
GOLDEN STATE EMERGENCY VEHICLE SERVICES, INC.
7400 Reese Road
Sacramento, CA 95828
Attn: Daron Wright, President/CFO
City of Woodland
Golden State Emergency Vehicle Services
82093.00001\3560987.2
9 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
11.2 Indemnification.
11.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor’s Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
11.2.2 Additional Indemnity Obligations. Contractor shall defend, with Counsel of City's choosing and at Contractor’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 11.2.1 that may be brought or instituted against City or its directors, officials, officers, employees, volunteers and agents. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.
Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.
11.3 Laws and Regulations; Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
City of Woodland
Golden State Emergency Vehicle Services
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10 11.3.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor.
Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for in Section 11.3 or any of its sub- sections.
11.3.2 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, Contractors, sub-subcontractors or subContractors to meet any of the requirements provided for in Sections 11.3.1; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section ); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.
11.3.3 Air Quality. To the extent applicable, Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the Yolo-Solano Air Quality Management District (YSAQMD) and/or California Air Resources Board (CARB). Contractor shall indemnify City against any fines or penalties imposed by CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.
11.4 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subContractors to file, a Statement of Economic
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11 Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
11.5 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. if the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. If applicable and upon request, City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
11.6 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subContractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
11.7 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
11.8 Attorneys Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all other costs of such action.
11.9 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
City of Woodland
Golden State Emergency Vehicle Services
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12 11.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.
11.11 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
11.12 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.
11.13 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
11.14 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Yolo County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.
11.15 Time of Essence. Time is of the essence for each and every provision of this Agreement.
11.16 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to Contractor include all personnel, employees, agents, and subContractors of Contractor, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.
11.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
11.18 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that
City of Woodland
Golden State Emergency Vehicle Services
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13 the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
11.19 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
11.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
11.21 City’s Right to Employ Other Contractors. City reserves right to employ other Contractors in connection with this Project.
11.22 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
[SIGNATURES ON NEXT PAGE]
City of Woodland
Golden State Emergency Vehicle Services
82093.00001\3560987.2
14 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
CITY OF WOODLAND GOLDEN STATE EMERGENCY VEHICLE
SERVICES, INC.
By: ___________________________ By: ___________________________ Ken Hiatt Daron Wright
City Manager President/CFO
Attest: Attest:
By: ___________________________ By: ___________________________ Marissa Kersey [Name]
City Clerk [Title]
Approved as to Form:
By: ___________________________
Best Best & Krieger LLP
City Attorney
Docusign Envelope ID: 1FBE8D3F-610D-8A7F-8251-11D61C25DA21
City of Woodland
Golden State Emergency Vehicle Services
82093.00001\3560987.2
15 EXHIBIT “A”
COMPENSATION
City of Woodland
Golden State Emergency Vehicle Services
82093.00001\3560987.2
16 2026 Rate Change Notice
From Golden State Emergency Vehicle Service <info-
[email protected]>
Date Wed 12/31/2025 2:35 AM
To Daron Wright <[email protected]>
CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.
Dear Valued Customer,
Thank you for the trust you place in Golden State Fire and for the opportunity to serve your organization. We greatly value our partnership and are proud to support the important work you do every day on behalf of your community.
As part of our commitment to providing dependable, high-quality service, we will implement a 2.7% adjustment to our standard shop, mobile service, and pump test rate effective January 1, 2026. This modest update reflects current Consumer Price Index (CPI) trends and helps ensure we can continue investing in skilled technicians, modern equipment, and the level of service you expect from us.
Golden State Fire is the authorized dealer for Pierce Manufacturing, BME Fire Trucks, Skeeter Emergency Vehicles, Frontline Communications, and Firematic Supply Company in Central and Northern California. By partnering closely with our manufacturers, we deliver top-quality fire apparatus tailored to your needs. From consultation through delivery and ongoing support, we ensure your equipment is mission-ready with unmatched expertise and service.
In Production Recent Deliveries Videos Careers Contact Us
City of Woodland
Golden State Emergency Vehicle Services
82093.00001\3560987.2
17 GOLDEN STATE
EMERGENCY VEHICLE SERVICE
We are also pleased to share some exciting news for the year ahead. In early 2026, we will open a second Golden State Fire service facility in Tracy. This expansion allows us to better support our customers through increased capacity, faster turnaround times, and reduced travel for many locations, particularly those in the Bay Area and southern regions, while maintaining uniform labor rates across both our Sacramento and Tracy facilities. We look forward to sharing more details as the opening approaches.
For your awareness, the following updates will also take effect in 2026:
• ACH payments will be accepted for added convenience (instructions will be included on invoices).
• Credit card payments will be subject to standard processing fees. • GSF will continue to provide technical support at no charge directly to fire departments and/or city teams. For third-party repair shops that are not authorized by Pierce, a flat fee will apply when GSF provides technical support.
To ensure clarity and fairness, all work orders opened in 2025 will be billed at 2025 rates. Updated rates will apply only to work orders initiated on or after January 1, 2026.
We sincerely appreciate your continued partnership and the confidence you place in our team. If you have any questions or would like to discuss these updates, please contact us at (916) 3301638. We look forward to continuing to support your needs in the year ahead.
With appreciation and best wishes for a safe, healthy, and successful 2026, 2025 RATE 2026 RATE
City of Woodland
Golden State Emergency Vehicle Services
82093.00001\3560987.2
18 Daron M. Wright President
Golden State Emergency Vehicle Service, Inc
Have an urgent question about your
apparatus? Call us (916) 330-1638 for vehicle
sales, accounting, vehicle service, or to get
technical support.
For all your parts needs, call (916) 330- CLOSED Saturday and Sunday 1644.
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TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 1, 2026
ITEM #: H.6
SUBJECT: Agreement Between the County of Yolo and the City of Woodland for the Provision of Fire Protection
Services within the Northern Portion of the Former
Elkhorn Fire Protection District
Recommendation for Action: Staff recommends that the City Council adopt Resolution No.____: (1) approving the Agreement between the County of Yolo and the City of Woodland for the provision of fire protection services within the northern portion of the former Elkhorn Fire Protection District; and (2) authorizing the City Manager to execute the Agreement.
Staff Contact:
Eric Zane, Fire Chief, (530) 661-5861, [email protected]
Fiscal Impact:
The proposed Agreement establishes an annual payment from Yolo County to Woodland of $293,129 beginning in Fiscal Year 2026-27. Future annual payments will increase or decrease based upon the applicable CPI-U adjustment. The County's obligation to make the annual payment is absolute and is not dependent upon the amount of revenue generated within the former District or upon the continued availability of a specific tax or assessment. This provision provides greater financial certainty to the City and recognizes that responsibility for funding services within the unincorporated Service Area remains with the County.
The Agreement also provides an opportunity to offset the City's initial implementation costs. Yolo County will liquidate assets transferred to it from the former Elkhorn Fire Protection District and make up to $150,000 of the proceeds available for mutually agreed-upon training and other one-time start- up costs associated with Woodland's provision of services.
Background:
The Elkhorn Fire Protection District historically provided fire protection services to an unincorporated area generally north and east of the City of Woodland. The Woodland Fire Department has also provided mutual aid response within the District's territory as part of the regional emergency response system. On June 30, 2026, LAFCo dissolved the Elkhorn Fire Protection District and designated Yolo County as the successor agency. As a result of the dissolution, a new arrangement is necessary to establish responsibility for the delivery and funding of fire protection services within the former District.
California Government Code Section 55632 authorizes the City to enter into an agreement with another public agency to provide fire protection services. The proposed Agreement between Yolo County and the City of Woodland establishes the terms under which the Woodland Fire Department will provide specified services within the northern portion of the former Elkhorn Fire Protection District. The Agreement supersedes the previous Agreement No. 92-140 between the parties and more clearly defines the respective responsibilities of the City and County following the dissolution of the District.
Under the proposed Agreement, the City will provide fire protection, fire suppression, emergency
medical first responder services, hazardous materials first responder services, technical rescue services excluding water rescue, and fire investigation limited to cause and origin within the defined Service Area. Certain responsibilities are specifically excluded from the City's scope of services.
These responsibilities include incident command and management responsibility for complex incidents; administrative support beyond that reasonably necessary to provide contracted services; community risk reduction activities such as plan review, fire and life-safety inspections, code enforcement and public education; emergency management; specified non-emergency responses; and most incident cost-recovery activities. The Agreement assigns responsibility for building permits, plan checks, building inspections, code enforcement, and criminal investigations related to fires and arson to Yolo County or other agencies having primary jurisdiction. The County will also retain primary responsibility for incident command of complex or large-scale incidents.
Discussion:
The proposed Agreement establishes a formal framework for the Woodland Fire Department's continued response to the northern portion of the former Elkhorn Fire Protection District while recognizing that the area remains outside the incorporated boundaries and jurisdiction of the City of Woodland. A primary objective of the Agreement is to clearly distinguish between the emergency response services Woodland will provide and governmental responsibilities that remain with Yolo County as the successor agency.
Woodland Fire Department Services
The City will provide the following emergency services within the designated Service Area generally consistent with the level and quality of services provided within Woodland, recognizing the geographic and land-use differences between the City and the former District:
• Fire protection and suppression;
• Emergency medical first response;
• Hazardous materials first response;
• Technical rescue, excluding water rescue; and
• Fire investigation for cause and origin.
The Agreement does not require the City to duplicate services provided by another governmental agency or assume responsibilities that are legally required to be provided by another governmental entity. Importantly, the Agreement also limits Woodland's responsibility for complex or prolonged incidents that could significantly impact the Fire Department's ability to maintain emergency response capability within the City. Complex incidents include incidents requiring more than four hours to contain or mitigate, plane crashes, levee failures, large explosions, complex hazardous materials incidents, and other incidents that could prevent Woodland resources from responding to emergencies within the City's jurisdiction.
County Responsibilities
Yolo County will remain responsible for governmental and regulatory services that are not included within Woodland's contracted scope. These include building permits, plan review and inspections, code enforcement, criminal fire and arson investigations, and other fire-related services not specifically assigned to Woodland. The County will also have primary responsibility for incident command and management of complex or large-scale incidents, consistent with existing agreements.
This division of responsibility is important because it allows the Woodland Fire Department to provide the operational emergency response capabilities that it is equipped to deliver while avoiding the transfer of broader regulatory, administrative, and emergency management responsibilities from the County to the City.
Term and Protections for the City
The initial term of the Agreement runs through June 30, 2031, after which it continues on a year-to- year basis unless terminated. Either party may terminate the Agreement for any reason with at least one year's advance written notice. The Agreement also provides the City with specific remedies if the County fails to make required payments, including the ability to terminate services following the notice and cure periods established in the Agreement. The County remains responsible for payment for services provided through the effective date of termination. The Agreement also includes reciprocal indemnification provisions and preserves the City's discretion regarding the manner, means, and priority by which services are delivered.
Collectively, these provisions provide greater clarity than an informal or mutual-aid-based arrangement and establish expectations regarding service levels, financial responsibility, operational authority, and termination.
Conclusion:
Staff recommends that the City Council adopt Resolution No___: (1) approving the Agreement between the County of Yolo and the City of Woodland for the provision of fire protection services within the northern portion of the former Elkhorn Fire Protection District; and (2) authorizing the City Manager to execute the Agreement.
Prepared by: Eric Zane, Fire Chief
Attachments:
1. Resolution - Elkhorn Fire Protection Services MOU
2. Elkhorn Fire Protection Services MOU
3. Exhibit A COW Service Area
RESOLUTION NO. _____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WOODLAND
APPROVING THE AGREEMENT BETWEEN THE COUNTY OF YOLO AND
THE CITY OF WOODLAND FOR THE PROVISION OF FIRE PROTECTION
SERVICES WITHIN THE NORTHERN PORTION OF THE FORMER
ELKHORN FIRE PROTECTION DISTRICT AND AUTHORIZING THE CITY
MANAGER TO EXECUTE THE AGREEMENT
WHEREAS, the Elkhorn Fire Protection District historically provided fire protection services to an unincorporated area generally north and east of the City of Woodland, with the Woodland Fire Department providing mutual aid to the District as part of the regional emergency response system; and
WHEREAS, on June 30, 2026, LAFCo dissolved the Elkhorn Fire Protection District and designated Yolo County as the successor agency, thereby requiring a new arrangement to establish responsibility for delivery and funding of fire protection services within the former District; and WHEREAS, California Government Code Section 55632 authorizes the City to enter into agreements with other public agencies for the provision of fire protection services; and WHEREAS, the proposed Agreement between the County of Yolo and the City of Woodland establishes the terms under which the Woodland Fire Department will provide fire protection, fire suppression, emergency medical first response, hazardous materials first response, technical rescue services (excluding water rescue), and fire investigation limited to cause and origin within the designated Service Area of the northern portion of the former Elkhorn Fire Protection District; and
WHEREAS, the Agreement supersedes the previous Agreement No. 92‑140 and more clearly defines the respective responsibilities of the City and County following the dissolution of the Elkhorn Fire Protection District; and
WHEREAS, the Agreement specifies responsibilities that remain with Yolo County, including building permits, plan review, inspections, code enforcement, criminal fire and arson investigations, and incident command for complex or large‑scale incidents; and
WHEREAS, the Agreement establishes an annual payment to the City of Woodland of $293,129 beginning in Fiscal Year 2026-27, subject to CPI-U adjustments, and also provides for up to $150,000 in one-time start-up or training costs from County liquidation of assets formerly held by the District; and
WHEREAS, the initial term of the Agreement runs through June 30, 2031, with annual renewals thereafter unless terminated, and includes provisions for termination, indemnification, and remedies in the event of non-payment; and
WHEREAS, the Agreement provides a clear and sustainable framework for continued delivery of emergency response services by the Woodland Fire Department within the former District while maintaining Yolo County’s governmental and regulatory responsibilities as the successor agency.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Woodland as follows:
SECTION 1. The City Council approves the Agreement between the County of Yolo and the City of Woodland for the provision of fire protection services within the northern portion of the former Elkhorn Fire Protection District; and
SECTION 2. The City Council authorizes the City Manager to execute the Agreement, and if necessary make minor modifications, after consultation with the City Attorney, on behalf of the City of Woodland.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Woodland at a regular meeting held on the 1st day of September 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________
Tom Stallard, Mayor
ATTEST: APPROVED AS TO FORM:
________________________________ ________________________________ Marissa Kersey, City Clerk Ethan Walsh, City Attorney
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AGREEMENT BETWEEN THE COUNTY OF YOLO AND THE CITY OF
WOODLAND FOR THE PROVISION OF FIRE PROTECTION SERVICES
This Agreement (“Agreement”) is entered into this 30th day of June, 2026 between the County of Yolo (“County”) and the City of Woodland (“City”) (collectively, “Parties”).
RECITALS
WHEREAS, on June 30, 2026, the Yolo Local Agency Formation Commission (“LAFCo”) dissolved the Elkhorn Fire Protection District (“Elkhorn FPD” or “District”) and designated the County as the successor agency; and
WHEREAS, City currently provides mutual aid in the territory of the Elkhorn FPD; and WHEREAS, City is authorized to enter into an agreement or contract to provide fire protection services to another public agency pursuant to Government Code section 55632; and WHEREAS, City and County wish to supersede Agreement No. 92-140 with a new Agreement that, among other things, provides for fire protection services in the northern portion of the Elkhorn FPD territory following the District’s dissolution; and WHEREAS, City has agreed to continue providing services in the northern portion of Elkhorn FPD’s territory following any reorganization pursuant to the terms of this Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. Incorporation of Recitals
The above recitals are incorporated into this Agreement by reference.
2. Definitions
a. “Effective Date” shall mean June 30, 2026, the effective date of the LAFCo dissolution of Elkhorn FPD.
b. “Services” shall mean all fire protection services, fire suppression services, emergency medical first responder services, hazardous material first responder services, technical rescue (excluding water rescues that require watercraft), and fire investigation (cause and origin only), as required by applicable laws and of the same quality as reasonably possible given geographic and land use differences as the services provided to property owners within City. “Services” shall not include the following:
i. Incident command and management responsibility for complex incidents.
Complex incidents include, but are not limited to: incidents requiring more than four hours to contain or mitigate, plane crashes, levee breaks, large explosions, or complex hazmat incident, or other incident that would prevent response to incidents occurring with City’s jurisdiction;
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ii. Administrative support to the District, except as reasonably necessary to provide the Services under this Agreement;
iii. Community risk reduction activities, such as plan review, fire and life safety inspections, code enforcement, and public education; iv. Emergency management;
v. Non-emergency call response (e.g. disabled vessel, vehicle/occupancy lockout, chirping smoke detector);
vi. Incident cost recovery (except for DUI cost recovery). c. “Service Area” shall mean the area within Elkhorn FPD’s service territory described in Exhibit A.
3. Services To Be Provided by Woodland
a. Commencing on the Effective Date, City shall, through its Fire Department, provide all Services in the Service Area.
b. In providing the Services required under this Agreement, City shall not be required to duplicate those efforts or services provided by other governmental agencies or to provide any services which are required by law to be provided by another governmental agency.
4. Services to be Provided by County
a. Commencing on the Effective Date, County shall, through its various departments, provide the following services in the Service Area, unless another agency or district has primary jurisdiction over these services:
i. Building permits, plan checks, and building inspections; ii. Code enforcement; and
iii. Criminal investigations related to fires and arson. b. Commencing on the Effective Date, County shall bear primary responsibility for providing incident command for complex or large-scale incidents, commencing after the completion of the initial four hour operational period, provided however, that City may, in its sole discretion, retain incident command beyond the initial four hour period upon notification to County.
c. All other fire services not enumerated in this agreement shall be performed by the County or its various departments, or pursuant to other agreements.
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5. Compensation
a. Amount. For the Services provided pursuant to this Agreement, County shall pay City $293,129 for the fiscal year commencing July 1, 2026 (the “Compensation”). b. Annual Adjustment. Beginning with the fiscal year commencing July 1, 2027, and for each fiscal year thereafter, the Compensation amount then in effect shall be adjusted by the percentage change in the Consumer Price Index for All Urban Consumers (CPI-U): San Francisco-Oakland-Hayward, CA, as published by the U.S. Bureau of Labor Statistics, measuring the 12-month period ending December 31 of the preceding calendar year against the Index value for December of the calendar year one year earlier. Each resulting amount shall be rounded to the nearest whole dollar.
c. Timing. The Compensation for each fiscal year shall be due and payable on May 1 of that fiscal year. The first payment, for the fiscal year commencing July 1, 2026, shall be due on May 1, 2027.
d. Source of Funds. County shall pay the Compensation from any funds lawfully available for the purpose, as County determines in its sole discretion. County's obligation to pay the full Compensation when due is absolute and is not contingent on the availability of any particular funding source, including any taxes or assessments collected in the Service Area.
6. County Administration of Springlake FPD; Other Collaboration. a. County shall assume City’s responsibility for the administrative services provided to Springlake FPD under the Davis-Woodland Contract.
b. As of the execution of this Agreement, the parties expect to provide space for City’s fire and law enforcement agencies on a County-owned radio tower located at the Yolo Central Landfill. Unless continued evaluation demonstrates that providing space is infeasible, the parties will work in a collaborative and timely manner to complete a separate agreement addressing this matter. c. The County shall use reasonable means to liquidate the assets transferred from Elkhorn FPD to the County. Up to $150,000 of the proceeds of such sale shall be set aside for training and other one-time start-up costs associated with City’s provision of Services, as mutually agreed to between the County and City. City shall apply for reimbursement of training and other one-time start-up costs or may seek preapproval before incurring such costs. Under either approach, City shall provide the County with information that clearly describes the nature of the cost, amount, and its nexus to the services to be provided by City under this Agreement. County shall respond with its approval within 15 days or, alternatively, with a request for any additional information that is required (in its reasonable discretion) to act on the request. If revenues from the asset liquidation are less than $150,000, County shall identify other resources in its sole discretion to ensure a total training and start-up fund of up to $150,000 is available.
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7. Fees for Service
a. City shall utilize its schedule of fees to charge for operational/life safety permits and/or inspections, if provided by City, associated with businesses located within the former area of Elkhorn FPD covered by this Agreement. These fees will be charged to the business by City directly.
b. As to all other fees that the City may propose to charge, the City will provide written notice to the County in connection with its administration of the former area of Elkhorn FPD covered hereunder at least 90 days prior to the anticipated imposition of any fees. The City and the County will meet and confer over the authority to impose fees, the amount of the fees, and the terms and conditions of enforcement of fees. Any fees charged by City for Services in the Service Area shall not exceed the fees charged by City for the same activities within incorporated limits.
c. If determined to be legally necessary, the County Board of Supervisors shall vote to approve any increase in fees or new fees proposed by City.
8. Termination and Default
a. The term of this Agreement shall begin on July 1, 2026 and shall, unless otherwise terminated in accordance with its terms, expire on 11:59 p.m. on June 30, 2031.
b. Defaults
i. After expiration of the term, the Agreement shall continue on a year-to- year basis upon the same terms provided herein.
ii. Any party to this Agreement may terminate this Agreement for any reason upon the provision of at least one year’s advance written notice to the other parties.
iii. County’s failure to pay compensation due under this Agreement within 60 days of the due date shall be grounds for early termination of this Agreement. In the event of non-payment, City shall make a demand for payment to County’s Chief Financial Officer. Such notice shall provide that failure to pay the full amount owed within 30 days of the notice shall be grounds for termination of this Agreement. If the amounts due are not paid within this 30-day period, City may withdraw from or terminate its participation in this Agreement, and all services to be provided under this Agreement shall cease 60 days from the end of the thirty-day period.
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iv. In the event of termination for non-payment, County shall remain obligated to and shall pay City for services provided up to the date of termination in the amounts specified in this Agreement.
9. Partial Year Payment
a. If this Agreement terminates before the end of a fiscal year, the Compensation for that fiscal year shall be prorated based on the number of days during that fiscal year in which City provided the Services, and the parties shall promptly settle any resulting overpayment or underpayment.
10. Insurance and Indemnification
a. City shall, at all times, maintain insurance coverage through Yolo County Public Agency Risk Management Insurance Authority.
b. With the exception that this section shall in no event be construed to require indemnification to a greater extent than permitted under the public policy of the State of California, City shall indemnify, defend and hold harmless County and its officers, agents, employees and volunteers from and against any and all claims, damages, demands, losses, defense costs, expenses (including attorney fees) and liability of any kind or nature arising out of or resulting from performance of the Services, provided that any such claim, damage, demand, loss, cost, expense or liability is caused in whole or in part by any negligent or intentional act or omission of City, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. c. With the exception that this section shall in no event be construed to require indemnification to a greater extent than permitted under the public policy of the State of California, County shall indemnify, defend, and hold harmless City and its officers, agents, employees, and volunteers from and against any and all claims, damages, demands, losses, defense costs, expenses (including attorney fees) and liability of any kind or nature arising out of or resulting from performance of the Services, provided that any such claim, damage, demand, loss, cost, expense or liability is caused in whole or in part by any negligent or intentional act or omission of County, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.
d. The responsibilities for defense and indemnity obligations shall survive the termination or completion of this agreement for the full period of time allowed by law. The defense and indemnification obligations of this agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this agreement.
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11. Miscellaneous Provisions
a. Entire Agreement. This Agreement represents the entire agreement of the parties with respect to the subject of this Agreement, and no representations have been made or relied up on except as set forth herein. This Agreement supersedes all other agreements between the parties hereto. This Agreement may be amended or modified only by written, fully executed agreement of the parties. b. Governing Law and Venue. This Agreement is governed by the laws of the State of California. The Venue for any dispute under this Agreement shall be the Yolo County Superior Court, or the Federal District Court for the Eastern District of California.
c. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each party, subject to review and approvals required by law. In the event LAFCo approves any reorganization, consolidation, dissolution, or merger during the term of this Agreement that affects the Service Area, the obligations of County under this Agreement shall survive and transfer to any successor agency unless the Parties otherwise agree in writing. In no event shall any such reorganization relieve any Party of accrued payment obligations.
d. Force Majeure. In the event of a declared state of emergency, large scale emergency, or other Act of God beyond the control of City prevents City from performing under this Agreement, failure to provide Services for the Service Area will not be considered a breach of this Agreement. Any compensation or payments required under this Agreement will be tolled until the triggering event has concluded or extinguished.
e. Nothing in this Agreement is intended to create a mandatory duty under Government Code section 815.6, or to confer any right or benefit upon, or create any duty enforceable by, any third party. The Parties’ commitment to provide the services described herein is an allocation of governmental responsibility between the County and the City only, and except as expressly set forth herein each retains discretion over the manner, means, and priority of performance. f. Modification. This Agreement may be amended or modified only by written, fully executed agreement of the parties.
g. Notices. Each Party must designate a point of contact for the purposes of administration of this Agreement. Notices and demands under this Agreement shall be made in writing and delivered via U.S. Mail to the point of contact of the other Parties.
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City of Woodland
Fire Chief Eric Zane
(530) 661-5861
1556 Springlake Ct
Woodland, CA 95776
[email protected]
County of Yolo
Michael Webb, County Administrator
(530) 666-8150
625 Court Street, Room 202
Woodland, CA 95695
[email protected]
12. Counterparts and Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.
IN WITNESS WHEREOF, the parties have hereto set their signature as of the date first above named herein.
COUNTY OF YOLO
By____________________________
Sheila A. Allen, Chair
Board of Directors
Attest:
Julie Dachtler, Senior Deputy Clerk
By_______________________________
(Seal)
Approved as to Form:
_________________________________
Philip Pogledich, County Counsel
CITY OF WOODLAND
By____________________________
Tom Stallard, Mayor
City Council
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Exhibit A
Service Area
Exhibit A – City of Woodland Service Area
Southeast boundary at CR 124
TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 1, 2026
ITEM #: H.7
SUBJECT: Approve the Plans, Specifications, and Bid
Authorization for Lemen Ave Utility Improvements
Project, CIP 26-15
Recommendation for Action: Staff recommends the City Council adopt Resolution No. _____, 1) Approving the Project plans and specifications; and 2) Authorizing bid advertisement for Lemen Ave Utility Improvements Project, CIP 26-15.
Staff Contact:
Guillermo De La Torre, Assistant Engineer — (530) 661-5978; [email protected]
Fiscal Impact:
The Lemen Ave Utility Improvements Project, CIP 26-15 (the “Project”), is currently funded in the Capital Budget with $430,000 of Water Enterprise Funds, $270,000 of Sewer Enterprise Funds, and $300,000 of Storm Drain Enterprise Funds. With the appropriations, the project budget is $1,000,000.
The engineer's estimate of construction cost is $925,000 and the estimated total project cost is $1,000,000, which includes design, construction, construction contingency, inspection, and construction management costs. These costs are subject to change based on actual bid prices, and an updated budget analysis will be prepared after receiving the bids.
On July 15, 2025, the City Council approved a $1,500,000 affordable housing funding commitment for the Tupelo Family Apartments Project. On May 5, 2026, the City Council approved a Cost Reimbursement Agreement with Tupelo, LP whereby the City will be reimbursed up to $1,000,000 for the cost of the project by Tupelo, LP. Tupelo, LP will use a portion of the City's affordable housing funding commitment to reimburse the City for the cost of the underground utility project.
Award of the construction contract will be presented to Council for approval at a future date, at which time any necessary additional funding will be recommended for allocation to the Project.
Background:
The Project is scoped for underground water, sewer, and storm utility improvements to be completed on Lemen Avenue by the City in preparation for the Tupelo housing project, a 73-unit affordable housing development intended to be constructed by Yolo County Housing (YCH) at 1227 Lemen Avenue.
On May 5, 2025, the City Planning Division approved the Development Review application for the Tupelo Family Apartments project at 1240 Lemen Avenue. The project, as proposed by YCH, was found to be consistent with all zoning requirements and a contributor to various General Plan goals related to sustainability, transit-oriented development, connectivity to the City of Woodland downtown, and alignment with the City’s affordable housing needs. The Tupelo project will be a multifamily development with 73 units (72 income-restricted and one unrestricted managers unit) serving families earning up to 80% of the area median income across a diverse mix of unit sizes, located on a 2.41-acre underutilized site on the south side of Lemen Avenue.
Discussion:
The Project will construct approximately 1,200 linear feet of new water, sewer, and storm drainage pipes along with a fire hydrant, valves, water and sewer laterals, water meters, and sewer and storm manholes in advance of the affordable housing development. The limits for the Project are on Lemen Avenue starting at the easternmost intersection of Yolano Drive and extending approximately 750 feet to the east.
Conclusion:
Staff recommends the City Council adopt Resolution No. _____, 1) Approving the Project plans and specifications; and 2) Authorizing bid advertisement for Lemen Ave Utility Improvements Project, CIP 26-15.
Prepared by: Guillermo De La Torre, Assistant Engineer
Reviewed by: Tim Busch, Utilities Engineering Manager
Brent Meyer, Community Development Director / City Engineer
Attachments:
1. Proposed Resolution_CIP 26-15
RESOLUTION NO. ___
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WOODLAND
APPROVING THE PLANS AND SPECIFICATIONS AND AUTHORIZING
ADVERTISEMENT FOR BIDS FOR THE LEMEN AVENUE UTILITY IMPROVEMENTS PROJECT, CIP 26-15
WHEREAS, on May 5, 2025, the City Planning Division approved a Development Review application for the Tupelo Family Apartments project (“Tupelo project”) with conditions, and found the project to be consistent with all Zoning requirements and a contributor to various General Plan goals related to sustainability, transit-oriented development, connectivity to the City of Woodland downtown, and alignment with the City’s affordable housing needs; and
WHEREAS, the Tupelo project, as proposed by the Yolo County Housing Authority (“YCH”), will be a multifamily development with 73 units (72 income-restricted and one unrestricted managers unit) serving families earning up to 80% of the area median income across a diverse mix of unit sizes, located on a 2.41-acre underutilized site on the south side of Lemen Avenue; and
WHEREAS, off-site utility improvements are required to adequately serve the Tupelo project, as specified in the project conditions, including extension of City water main, fire hydrant and valves, water service laterals, fire service lines, storm drain main, storm drain manholes, sanitary sewer main, and sewer manholes; and
WHEREAS, on July 15, 2025, the City Council approved a $1,500,000 affordable housing funding commitment for the Tupelo Family Apartments Project; and
WHEREAS, on May 5, 2026, the City Council approved a Cost Reimbursement Agreement with Tupelo, LP whereby the City will be reimbursed up to $1,000,000 for the cost of the Project by Tupelo, LP. Tupelo, LP will use a portion of the City’s affordable housing funding commitment to reimburse the City for the cost of the underground utility project; and
WHEREAS, the City Council has appropriated $430,000 in funds from the Water Enterprise Fund, Fund 2210 approved as part of the Capital Improvement Program budget on June 16, 2026; and WHEREAS, the City Council has appropriated $270,000 in funds from the Sewer Enterprise Fund, Fund 2220 as part of the Capital Improvement Program budget on June 16, 2026; and WHEREAS, the City Council has appropriated $300,000 in funds from the Storm Enterprise Fund, Fund 2221 as part of the Capital Improvement Program budget on June 16, 2026; and WHEREAS, the Lemen Avenue Utility Improvements Project, CIP 26-15, will install new water, sewer, and storm pipelines to extend service to the Tupelo development project; and
WHEREAS, the City Council has the authority to approve projects for bid; and
WHEREAS, the City Council wishes to approve the plans and specifications and authorize bid advertisement for the Lemen Avenue Utility Improvements Project, CIP 26-15, through adoption of this Resolution.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Woodland as follows:
SECTION 1. The City Council hereby approves the plans and specifications for the Lemen Avenue Utility Improvements Project, CIP 26-15.
SECTION 2. The City Council hereby authorizes staff to advertise for bids for the Lemen Avenue Utility Improvements Project, CIP 26-15.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Woodland at a regular meeting held on the 1st day of September 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
________________________________
Tom Stallard, Mayor
ATTEST: APPROVED AS TO FORM:
________________________________ ________________________________ Marissa Kersey, City Clerk Ethan Walsh, City Attorney
TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 1, 2026
ITEM #: H.8
SUBJECT: Renewal of the Epic Bros Enterprises, Inc. Operating Agreement
Recommendation for Action: Staff recommends the City Council adopt Resolution No.______, 1) Approving the renewal of the Operating Agreement between the City and Epic Bros Enterprises, Inc., a commercial cannabis non-volatile manufacturing facility located at 1230 Harter Avenue, Suites J and H; and 2) Authorizing the City Manager to execute the proposed agreement renewal on behalf of the City.
Staff Contact:
Anna Canales, Assistant Planner (530) 661-5819, [email protected]
Fiscal Impact:
The City collects two types of revenue associated with cannabis businesses. Those include Permit fees and Cannabis Tax as described below. Additionally, the subject cannabis operating agreement renewal is funded by the applicant through an established funding agreement.
Permit Revenue. When a new business applies for a Cannabis Business Permit, the City collects a New Cannabis Business fee. In the case of a new commercial cannabis non-volatile manufacturing business, the amount is $52,634 to allow for staff to review and process the application. This includes site visits by both Community Development and Police staff. Thereafter, businesses are responsible for requesting a renewal of the permit on an annual basis and subject to a renewal fee of $20,040 (for non-volatile manufacturing). The permit renewal fee pays for program oversight, business plan review by the Community Development Department, Police site visits and Police compliance, accounting, and an annual financial audit. The City does not make revenue above the cost of service on these fees and is legally only allowed to charge the City's cost of doing business. New Cannabis Business Permit and renewal fees adjust annually based on CPI.
Cannabis Tax. In November 2022, Woodland voters approved a local tax on cannabis businesses that would help to fund general city services. Manufacturing cannabis businesses are subject to a five percent (5%) tax on gross receipts. To date, the City has collected approximately $2.3 million in tax revenue from existing commercial cannabis businesses, including retail establishments.
Background:
Epic Bros Enterprises, Inc. is a cannabis non-volatile manufacturing business specializing in cannabis-infused, non-alcoholic beverages. It holds a Type N - Manufacturing license from the California Department of Cannabis Control and operates at 1230 Harter Avenue, Suites J and H, in Woodland.
In March 2019, Epic Bros Enterprises, Inc. received its original Conditional Use Permit, Operating Agreement, and Cannabis Business Permit from the City, allowing the business to operate in compliance with city standards at 1230 Harter Avenue, Suite J. The original Operating Agreement took effect on March 5, 2019.
In July 2020, Epic Bros Enterprises, Inc. received a Conditional Use Permit Modification to expand
the floor area of its non-volatile manufacturing operation to include Suite H of the existing complex located at 1230 Harter Avenue. Upon approval of the Conditional Use Permit Modification, a new amended and restated Operating Agreement was adopted, and the term limits of the Operating Agreement were reset.
In 2021, Epic Bros Enterprises, Inc. underwent an ownership structure change and was acquired by Mammoth Management, Inc. The Operating Agreement was amended through an administrative process to reflect the ownership change. Consistent with State Law, Epic Bros Enterprises, Inc. retained a portion of its existing management team and, as a result, this transition did not require the issuance of a new license through the California Department of Cannabis Control. The transition also did not require a new City Cannabis Business Permit or entail changes to the originally permitted operation.
To date, Epic Bros Enterprises, Inc.'s business operations have remained consistent with the initial approval, and the business has complied with all security and operational standards. The proposed renewed agreement must be approved using the same method as the original agreement, which was approved by resolution of the City Council. Following renewal of the Operating Agreement, Epic Bros Enterprises, Inc. will initiate renewal of its Cannabis Business Permit.
Discussion:
Operating Agreement
Staff recommends renewal of the Operating Agreement with Epic Bros Enterprises, Inc., for an additional 6-year term (two-year initial term, plus two, two-year optional extensions). The applicant has agreed, through the Operating Agreement, to release the City from any damages or liabilities of any kind for violations of state or federal law and to defend and indemnify the City against any and all claims or actions. In addition, the applicant agrees to operating terms and conditions mutually agreed upon that ensure that the community benefits derived from the proposed cannabis business adequately address potential adverse effects, including cannabis tax remittance.
Cannabis Business Permit and Operating Agreement Review Following approval and execution of the recommended Operating Agreement renewal, Epic Bros Enterprises, Inc. will pursue their annual Cannabis Business Permit renewal. Commercial cannabis operations in the City require a City Cannabis Business Permit which provides for the review of operational features and is required in addition to a state license. A Cannabis Business Permit is required prior to the initial operation and requires annual review. Operating details, including a Security Plan, Lighting Plan, Odor Control Plan, Business Plan, and Community Relations Plan are required, reviewed and approved by city staff as part of the Cannabis Business Permit review as outlined below.
Security Plan
The Security Plan is a confidential document that generally addresses safety concerns related to vandalism, internal and external theft, lighting, video surveillance, security personnel, and other crime prevention. All interested parties to a cannabis business permit application are subject to fingerprinting and a criminal background investigation. The security plan is reviewed by the Police Department and Fire Department as part of the conditional use permit review.
Odor Control Plan
A detailed ventilation plan describing the air treatment system, or other methods implemented to prevent offensive odors generated from the manufacturing, testing, and/or storage of cannabis from being detected outside the building.
Business Plan
A plan describing how the cannabis business will operate in accordance with the City of Woodland Municipal Code, state law, and other applicable regulations. The plan must include plans for hours of operation, handling cash, and transporting cannabis and cannabis products to and from the business site, as may be applicable.
Community Relations Plan
A plan that describes who is designated as being responsible for outreach and communication with the surrounding community, including the neighborhood and businesses, and how the designee can be contacted. The Community Relations Plan must include a description of the community benefit the business will provide, or proposes to provide, to the surrounding community.
Environmental Review:
This action is not considered a "project" under the California Environmental Quality Act (CEQA) Guidelines Section 15378(b)(4) as it is a fiscal activity and an administrative activity of government that will not result in direct or indirect physical changes in the environment.
Conclusion:
Staff recommends the City Council adopt Resolution No.______, 1) Approving the renewal of the Operating Agreement between the City and Epic Bros Enterprises, Inc., a commercial cannabis non- volatile manufacturing facility located at 1230 Harter Avenue, Suites J and H; and 2) Authorizing the City Manager to execute the proposed agreement renewal on behalf of the City.
Prepared by: Anna Canales, Assistant Planner
Reviewed by: Erika Bumgardner, Community Development Department Deputy Director
Attachments:
1. Epic Bros Enterprises Inc. Original Operating Agreement
2. Poposed Resolution_ Renewed Epic Bros Enterprises Inc. Operating Agreement
1 RESOLUTION NO. ______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WOODLAND
APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN OPERATING AGREEMENT WITH EPIC BROS ENTERPRISES, INC., FOR A
COMMERCIAL CANNABIS NON-VOLATILE MANUFACTURING FACILITY
WHEREAS, Epic Bros Enterprises, Inc., an existing commercial cannabis non-volatile manufacturing business with operations located at 1230 Harter Avenue, Suite J and H in Woodland, was initially issued a City Conditional Use Permit, Operating Agreement, and Cannabis Business Permit by the City in 2019, with an Operating Agreement effective date of March 5, 2019; and
WHEREAS, the City of Woodland Municipal Code Section 5.28 Commercial Cannabis Business Permits requires the establishment and maintenance of a written operating agreement between the City and all applicants seeking to conduct commercial cannabis operations within the City limits; and
WHEREAS, such operating agreement shall contain terms and conditions governing the operation of cannabis businesses, including but not limited to operational standards, compliance requirements, monitoring protocols, and enforcement provisions necessary to protect the public health, safety, and welfare; and
WHEREAS, the original Operating Agreement has expired and both extension periods provided therein have also expired, requiring that a new Operating Agreement be established and approved by the City Council in order for Epic Bros Enterprises, Inc. to continue cannabis operations in Woodland.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Woodland as follows:
SECTION 1. The City Council adopts the findings above as true and correct.
SECTION 2. The City Council hereby approves the Operating Agreement between the City and Epic Bros Enterprises, Inc. for a commercial cannabis non-volatile manufacturing facility, generally consistent with the terms and conditions provided by the Operating Agreement attached hereto as Attachment 1.
SECTION 3. The City Council hereby authorizes the City Manager, or his or her designee, to execute an Operating Agreement in substantially the form provided in Attachment 1, subject to any minor, technical, non-substantive or necessary changes approved by the City Attorney, and any other supporting documents necessary to execute the Operating Agreement.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Woodland at a regular meeting held on the 1st day of September 2026, by the following vote:
2 AYES:
NOES:
ABSENT:
ABSTAIN:
_______________________________
Tom Stallard, Mayor
ATTEST: APPROVED AS TO FORM:
_______________________________ _______________________________ Marissa Kersey, City Clerk Ethan Walsh, City Attorney
Attachment 1
3 OPERATING AGREEMENT FOR A CANNABIS NON-VOLATILE MANUFACTURING
BUSINESS LOCATED IN THE CITY OF WOODLAND
EPIC BROS ENTERPRISES, INC., FOR A CANNABIS MANUFACTURING BUSINESS LOCATED AT 1230 HARTER AVENUE, SUITE J AND SUITE H
This Operating Agreement for a Cannabis Business (hereinafter “Agreement”), dated ________, 2026 (“Effective Date”), is entered into by and between the City of Woodland (the “City”), a California municipal corporation, and Epic Bros Enterprises, Inc. a cannabis non-volatile manufacturing facility (“Cannabis Business”). The City and Cannabis Business may be referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Cannabis Business submitted an application to the City for a conditional use permit to conduct certain cannabis uses in the City, located at 1230 Harter Avenue, Suite J and Suite H (“Subject Property”); and
WHEREAS, the City granted a conditional use permit to the Cannabis Business on March 5, 2019, to permit cannabis manufacturing at the Subject Property, subject to conditions of approval, issuance of a cannabis business permit and execution of this Agreement; and
WHEREAS, Section 5.28.180(a)(9) of the Woodland Municipal Code provides that the City shall enter into an Operating Agreement and Indemnification, in conjunction with the issuance of a Cannabis Business Permit, in which the Cannabis Business agrees to abide by the requirements of the Municipal Code and any other operating terms and conditions as mutually agreed by the parties; and
WHEREAS, the City Council of the City of Woodland has determined that both community benefits and potential adverse impacts may result from the operation of cannabis businesses in the City, and therefore desires to ensure all such impacts are adequately mitigated and offset by the potential community benefits the businesses can provide to the City and its residents; and
WHEREAS, the City of Woodland has adopted an ordinance imposing a cannabis tax on commercial cannabis operations within its jurisdiction, as approved by voters in 2022; and
WHEREAS, the City Council of the City of Woodland acknowledges that as a commercial cannabis business operating within the City of Woodland, Epic Bros Enterprises, Inc. is subject to the cannabis tax obligations set forth in the City of Woodland Municipal Code Section 3.36 Cannabis Business Tax, as amended, and shall comply with all applicable tax payment schedules and reporting requirements; and
WHEREAS, the City Council of the City of Woodland agrees that the Company shall timely pay all cannabis taxes imposed by the City and shall maintain records necessary to demonstrate compliance with the City’s cannabis tax requirements; and
4 NOW, THEREFORE, in consideration of the mutual promises, conditions, and covenants set forth herein, the Parties agree as follows:
AGREEMENT
1. Incorporation of Recitals. The Recitals, and all defined terms set forth in this Agreement, are hereby incorporated into this Agreement as if set forth herein in full.
2. Definitions. The following terms shall have the following meanings for purposes of this Agreement, but other terms may be defined elsewhere in this Agreement.
A. “Cannabis Business Permit” means the regulatory permit issued by the City to the Cannabis Business pursuant to the provisions of Chapter 5.28 of the Woodland Municipal Code.
B. “Cannabis manufacturing” means the compounding, blending, extracting, infusing, or otherwise making or preparing a cannabis product, as permitted by Article 17 of the Zoning Code, expressly including the production, preparation, propagation, processing, or compounding of cannabis or cannabis products directly or indirectly, including through extraction and/or chemical synthesis methods. Nothing in this definition shall be construed to conflict with, preempt or replace applicable state law requirements for authorized cannabis manufacturing activities, nor does this definition authorize any activity that is otherwise illegal under state law.
C. “City” means the City of Woodland.
D. “City Permits” means all building permits, conditional use permits, zoning amendments, operating agreements, and other permits, including the Cannabis Business Permit, licenses, entitlements, and agreements that the City, acting in its governmental capacity, must issue or approve for the Cannabis Business to operate in accordance with this Agreement.
E. “Commencement Date” means the date that all of the following have occurred: (1) the City has issued all necessary City Permits; (2) the Cannabis Business has obtained all necessary State Licenses to operate; and (3) the Cannabis Business has obtained a certificate of occupancy.
F. “Community Development Director” means the Community Development Director and his or her designee.
G. “Conditional Use Permit” means the conditional use permit issued by the City to the Cannabis Business pursuant to the City’s Zoning Code, as approved by the City
5 Council on or about March 5, 2019, as may be amended, related to the operation of a commercial cannabis business.
H. “Effective Date” means the date first entered above as the Effective Date that both Parties have signed this Agreement.
I. “Gross Receipts” means the total amount actually received or receivable from sales and the total amounts actually received or receivable for the performance of any act or service, of whatever nature it may be, for which a charge is made or credit allowed, whether or not such act or service is done as a part of or in connection with the sale of materials, goods, wares or merchandise. Included in “gross receipts” shall be all receipts, cash, credits and property of any kind or nature, without any deduction therefrom on account of the cost of the property sold, all cost of materials used, labor or service costs, interest paid or losses or other expenses. The following shall not be included in the definition of “Gross Receipts: (1) Cash discounts allowed and taken on sales; (2) Such part of the sale price of property returned by purchasers upon rescission of the contract of sale as is refunded either in cash or by credit; and (3) Receipts of refundable deposits, except that refundable deposits forfeited and taken into income of the business shall not be excluded. The City shall have authority to request and review records and other documentation reflecting those transactions which were excluded from the calculation of gross receipts.
J. “Manager” means a person with responsibility and authority over the establishment, management, supervision, or oversight of the operation of the Cannabis Business.
K. “State License” means all licenses required to be issued by the State of California for operation of the Cannabis Business pursuant to Division 10 of the Business and Professions Code and applicable state regulations, including Division 42 of Title 16, Division 8 of Title 3, and Division 1 of Title 17 of the California Code of Regulations, as those provisions may be amended.
L. “Term” means the period of time this Agreement is in effect, and any renewal periods, as specified in Section 3.
3. Term of Agreement. The Term of this Agreement shall commence on the Effective Date and continue for a period of two (2) years therefrom (“Initial Term”), unless earlier terminated as specified in this Agreement. Prior to the expiration of the Initial Term and any subsequent Renewal Period, the Parties may mutually agree to extend the Term of this Agreement for up to two (2) additional two-year (2-year) terms to run consecutively (each a “Renewal Period”).
4. General Terms and Conditions. The Cannabis Business shall comply with all of the following
6 terms and conditions for the Term of this Agreement:
A. This Agreement is only valid for the Cannabis Business to operate at the Subject Property identified in this Agreement. The rights and obligations set forth in this Agreement shall not be transferred, assigned, or assumed unless agreed to in advance in writing by the City.
B. Conditions placed on the Cannabis Business Permit and the Conditional Use Permit shall be conditions of this Agreement. Violations of the Cannabis Business Permit, the Conditional Use Permit and/or applicable State Licenses shall be deemed violations of this Agreement and shall constitute a material breach of this Agreement.
C. The Cannabis Business shall obtain and maintain at all times a valid Cannabis Business Permit, Conditional Use Permit, and applicable State License(s) prior to and during operation of the Cannabis Business.
i. As soon as practicable, the Cannabis Business shall inform the City when it obtains its necessary State License(s), and shall provide a copy of the State License(s) to the Community Development Director. The City shall cooperate with the Cannabis Business as appropriate and as needed to facilitate the State’s issuance of a State License(s) to the Cannabis Business.
ii. The City shall diligently process the Cannabis Business’ s applications for all City Permits. This Agreement does not commit the City in advance to approve the City Permits; nor does this Agreement constrain the City’s discretion to determine compliance with all requirements regarding issuance of any City Permits. Nothing in this Agreement relieves the Cannabis Business of the obligation to comply with all requirements and application procedures set forth in Chapter 5.28 of the Woodland Municipal Code.
D. The Cannabis Business understands, acknowledges and agrees to comply with all applicable then-existing state and local laws and regulations applicable to operation of the Cannabis Business, including Chapter 5.28 of the Woodland Municipal Code.
5. Operational Requirements. In addition to all operating requirements set forth in Article IV of Chapter 5.28 of the Woodland Municipal Code, the Cannabis Business shall comply with the following specific operational requirements:
A. The Cannabis Business shall immediately notify the City Police Department of any criminal activity, or suspected criminal activity, occurring at the Subject Property. In the event of any internal security system breach, including a faulty alarm system, broken or damaged surveillance cameras or other video recording equipment, or broken or damaged locks, doors, or lighting which may increase risk of criminal
7 activity at the Subject Property, the Manager of the Cannabis Business shall notify the City Police Department as soon as practicable after becoming aware of the security system breach. The Cannabis Business shall diligently attempt to fix or resolve any such security breach immediately; if circumstances require additional time and delay to remedy, the Cannabis Business shall so notify City police and provide an estimated timeline the breach will be cured.
B. If the Cannabis Business receives any criminal threats, or otherwise suspects any criminal targeting related to movement of product or cash from or to the Subject Property, the Cannabis Business shall immediately notify the City Police Department.
C. The City’s Chief of Police, or his or her designee, may perform site inspections of the Cannabis Business during hours of operation, upon reasonable notice. The scope of the inspection shall be to ensure compliance with all conditions on the Cannabis Business, including compliance with state rules and regulations, such as but not limited to, track and trace requirements, product storage, labeling, and disposal of product, as well as accounting, ledgers for distribution, and other records and operating procedures. Upon reasonable notice by the City, the Cannabis Business shall provide proof, including through visual observation and confirmation by City staff, of any storage, disposal or distribution of product as may be necessary to ensure business compliance. Should the City discover any evidence of falsification of records or other practices inconsistent with City or State requirements, the Cannabis Business shall, upon written notice from the City, immediately cease and desist operations until such time that the issues have been resolved, to the satisfaction of the City, in accordance with state and local regulations.
6. Consideration. As consideration for the rights and benefits it enjoys under this Agreement, including its operation of approved cannabis uses in the City during the Term, the Cannabis Business shall do all of the following:
A. Tax Payment. The cannabis business shall pay the required tax on gross receipts as required per Woodland Municipal Code Chapter 3.36, Cannabis Business Tax.
B. Records. The Cannabis Business shall keep accurate and adequate records and documentation to reflect its monthly gross receipts and information concerning required payments. Pursuant to section 5.28.340 of the Woodland Municipal Code, the Cannabis Business shall maintain all such records for at least three (3) years and shall produce those records to the City within 24 hours after receipt of the City’s request.
7. Termination. The City and/or Cannabis Business may terminate this Agreement prior to
8 expiration of the Term for the reasons and subject to the requirements set forth below. The Cannabis Business understands and acknowledges that the right to operate the Cannabis Business is expressly contingent on full execution of an Operating Agreement, as required by section 5.28.180(a)(9) of the Woodland Municipal Code. As such, termination of this Agreement shall result in the immediate termination of the Cannabis Business’s operations, unless and until a new Operating Agreement is executed by the Parties.
A. City’s Termination Rights. Without prejudice to its other remedies at law or in equity, the City may terminate this Agreement, at any time and in its sole discretion, effective thirty (30) days after the City provides written notice of termination to the Cannabis Business, if any of the following circumstances occurs:
i. The Cannabis Business breaches its obligation to pay the Monthly Payments when due and fails to cure the breach within thirty (30) days after the City provides the Cannabis Business with a written notice of default.
ii. The Cannabis Business breaches its obligation to perform in accordance with any material provision of this Agreement, other than the obligation to pay the Monthly Payment, and: (A) does not cure the breach within thirty (30) days after the City provides the Cannabis Business with a written notice of breach or, if the breach cannot reasonably be cured within 30 days, (B) does not begin work to cure the breach within thirty (30) days after the City provides the Cannabis Business with a written notice of breach. The Parties may mutually agree in writing to extend the time period to cure the breach. The express designation in this Agreement of a provision as “material” does not imply that other provisions are not material.
iii. The Cannabis Business fails to obtain and maintain at all times prior to and during operation of the Cannabis Business a valid Cannabis Business Permit and State License(s), or violates any condition of approval of the Conditional Use Permit.
iv. The uses and business activities of the Cannabis Business are declared unlawful by order of Court, or become illegal by operation of State law.
B. Cannabis Business’s Termination Rights. The Cannabis Business may, at any time and in its sole discretion, effective thirty (30) days after the Cannabis Business provides written notice of termination to the City, may terminate this Agreement if the Cannabis Business has permanently ceased operations, or intends to cease operations within thirty (30) days, in the City of Woodland.
8. Release & Indemnification. The Cannabis Business shall release and hold harmless the City, its agents, officers, elected officials, staff and employees (collectively, “City Parties”) from any and all claims, injuries, damages, or liabilities of any kind arising from: (i) any repeal or
9 amendment of Chapter 5.28 of the Woodland Municipal Code, or any provision of the Zoning Code relating to the Cannabis Business, and (ii) any arrest or prosecution of the Cannabis Business or its owners, Managers, staff, employees, or members for violation of state or federal laws. The Cannabis Business shall further defend, indemnify and hold harmless the City Parties from and against any and all claims or actions: (i) brought by adjacent or nearby property owners or any other parties for any damages, injuries, or other liabilities of any kind arising from or related to the Cannabis Business operations at the Subject Property, and (ii) brought by any party for any problems, injuries, damages, or other liabilities of any kind, including bodily injury, death or property damage, arising out of the distribution of cannabis or cannabis products at the Subject Property. The obligations in this Section 8 Release & Indemnification shall survive any expiration or termination of this Agreement.
9. Insurance.
A. Time for Compliance. The Cannabis Business shall not begin operations until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall constitute a material breach of this Agreement.
B. Types of Required Coverages. Without limiting the indemnity provisions of this Agreement, the Cannabis Business shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance:
i. Commercial General Liability. Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least $1,000,000 per occurrence. Defense costs shall be paid in addition to the limits.
ii. The policy shall contain no endorsements or provisions limiting coverage for (1) products and completed operations; (2) contractual liability; (3) third party action over claims; or (4) cross liability exclusion for claims or suits by one insured against another.
iii. Automobile Liability. Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1) with minimum limits of $1,000,000 each accident.
iv. Workers’ Compensation. Workers’ Compensation Insurance, as required by the State of California and Employer’s Liability Insurance with a limit of not less than $ 1,000,000 per accident for bodily injury and disease.
If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage
10 will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
C. Endorsements.
i. The policy or policies of insurance required by this section for Commercial General Liability and Automobile Liability shall be endorsed to provide the following:
a. Additional Insured. The City’s indemnified parties shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Consultant; or (4) contain any other exclusions contrary to the Agreement.
b. Primary Insurance and Non-Contributing Insurance. This insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance.
c. Severability. In the event of one insured, whether named or additional, incurs liability to any other of the insureds, whether named or additional, the policy shall cover the insured against whom claim is or may be made in the same manner as if separate policies had been issued to each insured, except that the limits of insurance shall not be increased thereby.
d. Cancellation. The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non- payment of premium.
e. Duties. Any failure by the named insured to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the indemnified parties.
f. Applicability. That the coverage provided therein shall apply to the obligations assumed by the Cannabis Business under the indemnity
11 provisions of this Agreement, unless the policy or policies contain a blanket form of contractual liability coverage.
ii. The policy or policies of insurance required by this section for Workers’ Compensation shall be endorsed, as follows:
a. Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City’s indemnified parties.
b. Cancellation. The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non- payment of premium.
D. Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City’s indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
E. Evidence of Insurance. The Cannabis Business shall, concurrently with execution of this Agreement or as soon thereafter as may be authorized by the City, deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, the Cannabis Business shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
F. Failure to Maintain Coverage. The Cannabis Business agrees to suspend and cease all operations hereunder during such period of time if the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City.
G. Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best’s rating of no less than A: VII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
H. Insurance for Subcontractors. All subcontractors shall be included as additional insureds under the Cannabis Business’s policies, or the Cannabis Business shall be responsible for causing subcontractors to purchase the appropriate insurance in
12 compliance with the terms of this Agreement, including adding the City as an Additional Insured.
10. Notice. Any notice or other communication provided pursuant to this Agreement must be in writing and shall be considered properly given and effective only when mailed or delivered in the manner provided by this Section 10 to the persons identified below. A mailed notice or other communication shall be considered given and effective on the third day after it is deposited in the United States Mail (certified mail and return receipt requested). A notice or other communication sent in any other manner will be effective or will be considered properly given when actually delivered. A Party may change its address for these purposes by giving written notice of the change to the other Party in the manner provided in this Section 10.
If to the City:
If to Cannabis Business:
City of Woodland City Manager’s
Office 300 First Street
Woodland, California 95695
Attention: Ken Hiatt
Epic Bros Enterprises, Inc.
1230 Harter Avenue, Suites J and H
Woodland, California 95776
Attention:
11. Force Majeure.
A. “Force Majeure Event” means a cause of delay that is not the fault of the Party who is required to perform under this Agreement and is beyond that Party’s reasonable control, including the elements (such as floods, earthquakes, windstorms, and unusually severe weather), fire, energy shortages or rationing, riots, acts of terrorism, war or war-defense conditions, acts of any public enemy, epidemics, the actions or inactions of any governmental entity (excluding the City) or that entity’s agents, litigation, labor shortages (including shortages caused by strikes or walkouts), and materials shortages.
B. Except as otherwise expressly provided in this Agreement, if the performance of any act required by this Agreement to be performed by either the City or Cannabis Business is prevented or delayed because of a Force Majeure Event, then the time for performance shall be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused.
12. Waiver. A Party’s failure to insist on strict performance of this Agreement or to exercise any right or remedy upon the other Party’s breach of this Agreement shall not constitute a waiver of any performance, right, or remedy. A Party’s waiver of the other Party’s breach of any provision in this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of the same or any other provision. A waiver is binding only if set forth in writing and signed by the waiving Party.
13 13. Relationship of Parties. This Agreement does not create any employment relationship, ownership interest, or other association between the City and Cannabis Business. Nothing herein shall be construed to create the relationship of principal and agent, partnership or other joint venture between the City and Cannabis Business.
14. Attorneys’ Fees. The Party prevailing in any litigation concerning this Agreement, the Subject Property, or the Cannabis Business operations, shall be entitled to an award by the court of reasonable attorneys’ fees and litigation costs. If the City is the prevailing party, then this Section shall apply whether the City is represented in the litigation by the designated City Attorney or by outside counsel.
15. Severability. If a court with jurisdiction finds any provision of this Agreement to be invalid, void, or unenforceable, then the remaining provisions shall remain in full force and effect, and to this end this Agreement shall be severable.
16. Counterparts. The parties may execute this Agreement in counterparts, each of which shall constitute an original, but all of which shall collectively constitute this same Agreement.
17. Integration and Modification. This Agreement sets forth the Parties’ entire understanding and agreement regarding the matters addressed herein. This Agreement supersedes all prior or contemporaneous agreements, representations, and negotiations (written, oral, express, or implied) and may be modified only by written agreement signed by both Parties.
(Signature Page Follows)
14 IN WITNESS WHEREOF, the parties enter into this Agreement as of the date first set forth on this Agreement.
City of Woodland Cannabis Business:
Epic Bros Enterprises, Inc.
By: ________________________________ By:_________________________________ Ken Hiatt, City Manager
Dated: _________________, 2026 Dated: _________________, 2026
By:_________________________________
Dated: _________________, 2026
Approved as to Form
By: ________________________________
Ethan Walsh, City Attorney
TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 1, 2026
ITEM #: H.9
SUBJECT: Renewal of the Epic Pros Enterprises, Inc. Operating Agreement
Recommendation for Action: Staff recommends the City Council adopt Resolution No.______, 1) Approving the renewal of the Operating Agreement between the City and Epic Pros Enterprises, Inc., a commercial cannabis distribution facility located at 1250 Harter Avenue, Suite C; and 2) Authorizing the City Manager to execute the proposed agreement renewal on behalf of the City.
Staff Contact:
Anna Canales, Assistant Planner (530) 661-5819, [email protected]
Fiscal Impact:
The City collects two types of revenue associated with cannabis businesses. Those include Permit fees and Cannabis Tax as described below. Additionally, the subject cannabis operating agreement renewal is funded by the applicant through an established funding agreement.
Permit Revenue. When a new business applies for a Cannabis Business Permit, the City collects a New Cannabis Business fee. In the case of a new commercial cannabis distribution business, the amount is $52,634 to allow for staff to review and process the application. This includes site visits by both Community Development and Police staff. Thereafter, businesses are responsible for requesting a renewal of the permit on an annual basis and subject to a renewal fee of $20,040 (for distribution).
The permit renewal fee pays for program oversight, business plan review by the Community Development Department, Police site visits and Police compliance, accounting and an annual financial audit. The City does not receive revenue beyond the cost of service on the renewal fees and is legally only allowed to charge the City's cost of doing business. New Cannabis Business Permit and renewal fees adjust annually based on CPI.
Cannabis Tax. In November 2022, Woodland voters approved a local tax on cannabis businesses that would help to fund general city services. Distribution cannabis businesses are subject to a four percent (4%) tax on gross receipts. To date, the City has collected approximately $2.3 million in cannabis tax revenue from existing commercial cannabis businesses, including retail establishments.
Vertical Integration Tax Rate. Epic Pros Enterprises, Inc. and Epic Bros Enterprises, Inc are both commercial cannabis subsidiaries of Mammoth Management, Inc. Because of this vertical integration structure—whereby Epic Pros Enterprises, Inc. serves as the primary testing and quality assurance laboratory for products manufactured by Epic Bros Enterprises, Inc. —Epic Pros Enterprises, Inc. qualifies for a reduced tax rate of 2.5% (standard distributor rate is 4%) per standards outlined under City of Woodland Municipal Code Section 3.36 - Cannabis Business Tax. This rate is contingent upon Epic Pros Enterprises, Inc. and Epic Bros Enterprises, Inc. remaining under common parent company ownership, and upon Epic Pros Enterprises, Inc. continuing to serve primarily as a testing facility supporting the manufacturing operations of Epic Bros Enterprises, Inc. Should either entity be assigned, divested, or transferred to separate ownership; should there be a change in the parent company's ownership or control; or should the business operations of Epic Pros Enterprises, Inc. fundamentally change from its current testing-focused function, the tax rate will revert to the standard 4% unless the City provides written approval to maintain the reduced rate. Any future assignment or
ownership change will require City review and approval prior to any change in the vertical integration rate status.
Background:
Epic Pros Enterprises, Inc. is a cannabis distributor that primarily operates as a testing and quality assurance laboratory for cannabis products, specifically serving as the testing facility for products manufactured by Epic Bros Enterprises, Inc. The entity holds a Distributor (Type 11) license from the California Department of Cannabis Control and operates at 1250 Harter Avenue, Suite C in Woodland.
In 2020 Epic Pros Enterprises, Inc. received a Conditional Use Permit, an Operating Agreement, and a Cannabis Business Permit from the City which allowed the business to operate in compliance with city standards. The original Operating Agreement took effect on March 17, 2020.
In 2021, Epic Pros Enterprises, Inc. underwent an ownership structure change and was acquired by Mammoth Management, Inc. The Operating Agreement was amended through an administrative process to reflect the ownership change. Consistent with State Law, Epic Pros Enterprises, Inc. retained a portion of its existing management team and, as a result, this transition did not require the issuance of a new license through the California Department of Cannabis Control. The transition also did not require a new City Cannabis Business Permit or entail changes to the originally permitted operation.
To date, Epic Pros Enterprises, Inc.'s business operations have remained consistent with the initial approval, and the business has complied with all security and operational standards. The proposed renewed agreement must be approved using the same method as the original agreement, which was approved by resolution of the City Council. Following renewal of the Operating Agreement, Epic Pros Enterprises, Inc. will initiate renewal of its Cannabis Business Permit.
Discussion:
Operating Agreement
Staff recommends renewal of the Operating Agreement with Epic Pros Enterprises, Inc., for an additional 6-year term (two-year initial term, plus two, two-year optional extensions). The applicant has agreed, through the Operating Agreement, to release the City from any damages or liabilities of any kind for violations of state or federal law and to defend and indemnify the City against any and all claims or actions. In addition, the applicant agrees to operating terms and conditions mutually agreed upon that ensure that the community benefits derived from the proposed cannabis business adequately address potential adverse effects, including cannabis tax remittance.
Cannabis Business Permit and Operating Agreement Review Following approval and execution of the recommended Operating Agreement renewal, Epic Pros Enterprises, Inc. will pursue their annual Cannabis Business Permit renewal. Commercial cannabis operations in the City require a City Cannabis Business Permit which provides for the review of operational features and is required in addition to a state license. A Cannabis Business Permit is required prior to the initial operation and requires annual review. Operating details, including a Security Plan, Lighting Plan, Odor Control Plan, Business Plan, and Community Relations Plan are required, reviewed and approved by city staff as part of the Cannabis Business Permit review as outlined below.
Security Plan
The Security Plan is a confidential document that generally addresses safety concerns related to vandalism, internal and external theft, lighting, video surveillance, security personnel, and other crime prevention. All interested parties to a cannabis business permit application are subject to
fingerprinting and a criminal background investigation. The security plan is reviewed by the Police Department and Fire Department as part of the conditional use permit review.
Odor Control Plan
A detailed ventilation plan describing the air treatment system, or other methods implemented to prevent offensive odors generated from the manufacturing, testing, and/or storage of cannabis from being detected outside the building.
Business Plan
A plan describing how the cannabis business will operate in accordance with the City of Woodland Municipal Code, state law, and other applicable regulations. The plan must include plans for hours of operation, handling cash, and transporting cannabis and cannabis products to and from the business site, as may be applicable.
Community Relations Plan
A plan that describes who is designated as being responsible for outreach and communication with the surrounding community, including the neighborhood and businesses, and how the designee can be contacted. The Community Relations Plan must include a description of the community benefit the business will provide, or proposes to provide, to the surrounding community.
Environmental Review:
This action is not considered a "project" under the California Environmental Quality Act (CEQA) Guidelines Section 15378(b)(4) as it is a fiscal activity and an administrative activity of government that will not result in direct or indirect physical changes in the environment.
Conclusion:
Staff recommends the City Council adopt Resolution No.______, 1) Approving the renewal of the Operating Agreement between the City and Epic Pros Enterprises, Inc., a commercial cannabis distribution facility located at 1250 Harter Avenue, Suite C; and 2) Authorizing the City Manager to execute the proposed agreement renewal on behalf of the City.
Prepared by: Anna Canales, Assistant Planner
Reviewed by: Erika Bumgardner, Community Development Department Deputy Director
Attachments:
1. Epic Pros Enterprises Inc. Original Operating Agreement
2. Resolution - Renewing Epic Pros Enterprises Inc. Operating Agreement
1 RESOLUTION NO. ______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WOODLAND
APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN OPERATING AGREEMENT WITH EPIC PROS ENTERPRISES, INC., FOR A COMMERCIAL CANNABIS DISTRIBUTOR FACILITY LOCATED AT 1250 HARTER
AVENUE, SUITE C
WHEREAS, Epic Pros Enterprises, Inc., an existing commercial cannabis distributor that operates primarily as a testing and quality assurance laboratory with operations located at 1250 Harter Avenue, Suite C in Woodland, was initially issued a City Conditional Use Permit, Operating Agreement, and Cannabis Business Permit by the City in 2020, with an Operating Agreement effective date of March 17, 2020; and
WHEREAS, Epic Pros Enterprises, Inc. is organized and operates under the same parent company, Mammoth Management, Inc., as Epic Bros Enterprises, Inc., a licensed commercial cannabis non-volatile manufacturing facility. Epic Pros Enterprises, Inc.'s primary operational function is to serve as the dedicated testing and quality assurance laboratory for products manufactured by Epic Bros Enterprises, Inc., thereby constituting a vertical integration of manufacturing and testing operations; and
WHEREAS, the City Municipal Code requires the establishment and maintenance of a written operating agreement between the City and all applicants seeking to conduct commercial cannabis operations within the City limits; and
WHEREAS, such operating agreement shall contain terms and conditions governing the operation of cannabis businesses, including but not limited to operational standards, compliance requirements, monitoring protocols, and enforcement provisions necessary to protect the public health, safety, and welfare; and
WHEREAS, the original Operating Agreement has expired and both extension periods provided therein have also expired, requiring that a new Operating Agreement be established and approved by the City Council in order for Epic Pros Enterprises, Inc. to continue cannabis operations in Woodland; and
WHEREAS, the proposed business operations have remained consistent with the initial approval, and the business has complied with all security and operational standards to date; and
WHEREAS, Epic Pros Enterprises, Inc. qualifies for a reduced vertical integration tax rate of 2.5% (compared to the standard distributor rate of 4%) due to its integrated ownership with Epic Bros Enterprises, Inc. This reduced rate is contingent upon: (1) Epic Pros Enterprises, Inc. and Epic Bros Enterprises, Inc. remaining under common parent company ownership and control; (2) Epic Pros Enterprises, Inc. continuing to operate primarily as a testing facility for Epic Bros Enterprises’ cannabis products; and (3) no change in the parent company's ownership or control.
Should any of these conditions change, including an assignment, divestiture, or change in parent company ownership, or a fundamental shift in Epic Pros Enterprises, Inc.'s business operations
2 away from its current function, the tax rate will revert to the standard 4% unless the City provides written approval to maintain the reduced rate; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Woodland as follows:
SECTION 1. The City Council adopts the findings above as true and correct.
SECTION 2. The City Council hereby approves the Operating Agreement between the City and Epic Pros Enterprises, Inc. for a commercial cannabis distributor facility, generally consistent with the terms and conditions provided by the Operating Agreement attached hereto as Attachment 1.
SECTION 3. The City Council hereby authorizes the City Manager, or his or her designee, to execute an Operating Agreement in substantially the form provided in Attachment 1, subject to any minor, technical, non-substantive or necessary changes approved by the City Attorney, and any other supporting documents necessary to execute the Operating Agreement.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Woodland at a regular meeting held on the 1st day of September 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
_______________________________
Tom Stallard, Mayor
ATTEST: APPROVED AS TO FORM
_______________________________ _______________________________ Marissa Kersey, City Clerk Ethan Walsh, City Attorney
3 Attachment 1
OPERATING AGREEMENT FOR CANNABIS DISTRIBUTION BUSINESS
LOCATED IN THE CITY OF WOODLAND
EPIC PROS ENTERPRISES, INC. LOCATED AT 1250 HARTER AVENUE, SUITE C
This Operating Agreement for a Cannabis Business (hereinafter “Agreement”), dated ________, 2026 (“Effective Date”), is entered into by and between the City of Woodland (the “City”), a California municipal corporation, and Epic Pros Enterprises, Inc. a cannabis distribution facility (“Cannabis Business”). The City and Cannabis Business may be referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Cannabis Business submitted an application to the City for a conditional use permit to conduct certain cannabis uses in the City, located at 1250 Harter Avenue, Suite C (“Subject Property”); and
WHEREAS, the City granted a conditional use permit to the Cannabis Business on March 17, 2020, to permit cannabis distribution at the Subject Property, subject to conditions of approval, issuance of a cannabis business permit and execution of this Agreement; and
WHEREAS, Section 5.28.180(a)(9) of the Woodland Municipal Code provides that the City shall enter into an Operating Agreement and Indemnification, in conjunction with the issuance of a Cannabis Business Permit, in which the Cannabis Business agrees to abide by the requirements of the Municipal Code and any other operating terms and conditions as mutually agreed by the parties; and
WHEREAS, the City Council of the City of Woodland has determined that both community benefits and potential adverse impacts may result from the operation of cannabis businesses in the City, and therefore desires to ensure all such impacts are adequately mitigated and offset by the potential community benefits the businesses can provide to the City and its residents; and
WHEREAS, the City of Woodland has adopted an ordinance imposing a cannabis tax on commercial cannabis operations within its jurisdiction, as approved by voters in 2022; and
WHEREAS, the City Council of the City of Woodland acknowledges that as a commercial cannabis business operating within the City of Woodland, Epic Pros Enterprises, Inc. is subject to the cannabis tax obligations set forth in the City of Woodland Municipal Code Section 3.36 Cannabis Business Tax, as amended, and shall comply with all applicable tax payment schedules and reporting requirements; and
WHEREAS, the City Council of the City of Woodland agree that the Company shall timely pay all cannabis taxes imposed by the City and shall maintain records necessary to demonstrate
4 compliance with the City’s cannabis tax requirements; and
NOW, THEREFORE, in consideration of the mutual promises, conditions, and covenants set forth herein, the Parties agree as follows:
AGREEMENT
1. Incorporation of Recitals. The Recitals, and all defined terms set forth in this Agreement, are hereby incorporated into this Agreement as if set forth herein in full.
2. Definitions. The following terms shall have the following meanings for purposes of this Agreement, but other terms may be defined elsewhere in this Agreement.
A. “Cannabis Business Permit” means the regulatory permit issued by the City to the Cannabis Business pursuant to the provisions of Chapter 5.28 of the Woodland Municipal Code.
B. “Cannabis Distribution Facility” means any facility engaged in the procurement, temporary storage, non-retail sales, and transport of cannabis or cannabis products between state-licenses cannabis businesses, including warehouses and similar structures, as permitted by Chapter 17.110 of the Zoning Code.
C. “City” means the City of Woodland.
D. “City Permits” means all building permits, conditional use permits, zoning amendments, operating agreements, and other permits, including the Cannabis Business Permit, licenses, entitlements, and agreements that the City, acting in its governmental capacity, must issue or approve for the Cannabis Business to operate in accordance with this Agreement.
E. “Commencement Date” means the date that all of the following have occurred: (1) the City has issued all necessary City Permits; (2) the Cannabis Business has obtained all necessary State Licenses to operate; and (3) the Cannabis Business has obtained a certificate of occupancy.
F. “Community Development Director” means the Community Development Director and his or her designee.
5 G. “Conditional Use Permit” means the conditional use permit issued by the City to the Cannabis Business pursuant to the City’s Zoning Code, as approved by the City Council on or about March 17, 2020, as may be amended, related to the operation of a commercial cannabis business.
H. “Effective Date” means the date first entered above as the Effective Date that both Parties have signed this Agreement.
I. “Gross Receipts” means the total amount actually received or receivable from sales and the total amounts actually received or receivable for the performance of any act or service, of whatever nature it may be, for which a charge is made or credit allowed, whether or not such act or service is done as a part of or in connection with the sale of materials, goods, wares or merchandise. Included in “gross receipts” shall be all receipts, cash, credits and property of any kind or nature, without any deduction therefrom on account of the cost of the property sold, all cost of materials used, labor or service costs, interest paid or losses or other expenses. The following shall not be included in the definition of “Gross Receipts: (1) Cash discounts allowed and taken on sales; (2) Such part of the sale price of property returned by purchasers upon rescission of the contract of sale as is refunded either in cash or by credit; and (3) Receipts of refundable deposits, except that refundable deposits forfeited and taken into income of the business shall not be excluded. The City shall have authority to request and review records and other documentation reflecting those transactions which were excluded from the calculation of gross receipts.
J. “Manager” means a person with responsibility and authority over the establishment, management, supervision, or oversight of the operation of the Cannabis Business.
K. “State License” means all licenses required to be issued by the State of California for operation of the Cannabis Business pursuant to Division 10 of the Business and Professions Code and applicable state regulations, including Division 42 of Title 16, Division 8 of Title 3, and Division 1 of Title 17 of the California Code of Regulations, as those provisions may be amended.
L. “Term” means the period of time this Agreement is in effect, and any renewal periods, as specified in Section 3.
6 3. Term of Agreement. The Term of this Agreement shall commence on the Effective Date and continue for a period of two (2) years therefrom (“Initial Term”), unless earlier terminated as specified in this Agreement. Prior to the expiration of the Initial Term and any subsequent Renewal Period, the Parties may mutually agree to extend the Term of this Agreement for up to two (2) additional two-year (2-year) terms to run consecutively (each a “Renewal Period”).
4. General Terms and Conditions. The Cannabis Business shall comply with all of the following terms and conditions for the Term of this Agreement:
A. This Agreement is only valid for the Cannabis Business to operate at the Subject Property identified in this Agreement. The rights and obligations set forth in this Agreement shall not be transferred, assigned, or assumed unless agreed to in advance in writing by the City.
B. Conditions placed on the Cannabis Business Permit and the Conditional Use Permit shall be conditions of this Agreement. Violations of the Cannabis Business Permit, the Conditional Use Permit and/or applicable State Licenses shall be deemed violations of this Agreement and shall constitute a material breach of this Agreement.
C. The Cannabis Business shall obtain and maintain at all times a valid Cannabis Business Permit, Conditional Use Permit, and applicable State License(s) prior to and during operation of the Cannabis Business.
i. As soon as practicable, the Cannabis Business shall inform the City when it obtains its necessary State License(s), and shall provide a copy of the State License(s) to the Community Development Director. The City shall cooperate with the Cannabis Business as appropriate and as needed to facilitate the State’s issuance of a State License(s) to the Cannabis Business.
ii. The City shall diligently process the Cannabis Business’ s applications for all City Permits. This Agreement does not commit the City in advance to approve the City Permits; nor does this Agreement constrain the City’s discretion to determine compliance with all requirements regarding issuance of any City Permits. Nothing in this Agreement relieves the Cannabis Business of the obligation to comply with all requirements and application procedures set forth in Chapter 5.28 of the Woodland Municipal Code.
7 D. The Cannabis Business understands, acknowledges and agrees to comply with all applicable then-existing state and local laws and regulations applicable to operation of the Cannabis Business, including Chapter 5.28 of the Woodland Municipal Code.
5. Operational Requirements. In addition to all operating requirements set forth in Article IV of Chapter 5.28 of the Woodland Municipal Code, the Cannabis Business shall comply with the following specific operational requirements:
A. The Cannabis Business shall immediately notify the City Police Department of any criminal activity, or suspected criminal activity, occurring at the Subject Property.
In the event of any internal security system breach, including a faulty alarm system, broken or damaged surveillance cameras or other video recording equipment, or broken or damaged locks, doors, or lighting which may increase risk of criminal activity at the Subject Property, the Manager of the Cannabis Business shall notify the City Police Department as soon as practicable after becoming aware of the security system breach. The Cannabis Business shall diligently attempt to fix or resolve any such security breach immediately; if circumstances require additional time and delay to remedy, the Cannabis Business shall so notify City police and provide an estimated timeline the breach will be cured.
B. If the Cannabis Business receives any criminal threats, or otherwise suspects any criminal targeting related to movement of product or cash from or to the Subject Property, the Cannabis Business shall immediately notify the City Police Department.
C. The City’s Chief of Police, or his or her designee, may perform site inspections of the Cannabis Business during hours of operation, upon reasonable notice. The scope of the inspection shall be to ensure compliance with all conditions on the Cannabis Business, including compliance with state rules and regulations, such as but not limited to, track and trace requirements, product storage, labeling, and disposal of product, as well as accounting, ledgers for distribution, and other records and operating procedures. Upon reasonable notice by the City, the Cannabis Business shall provide proof, including through visual observation and confirmation by City staff, of any storage, disposal or distribution of product as may be necessary to ensure business compliance. Should the City discover any evidence of falsification of records or other practices inconsistent with City or State requirements, the Cannabis Business shall, upon written notice from the City, immediately cease and desist operations until such time that the issues have been resolved, to the satisfaction of the City, in accordance with state and local
8 regulations.
6. Consideration. As consideration for the rights and benefits it enjoys under this Agreement, including its operation of approved cannabis uses in the City during the Term, the Cannabis Business shall do all of the following:
A. Tax Payment. The cannabis business shall pay the required tax on gross receipts as required per Woodland Municipal Code Chapter 3.36, Cannabis Business Tax.
B. Records. The Cannabis Business shall keep accurate and adequate records and documentation to reflect its monthly gross receipts and information concerning required payments. Pursuant to section 5.28.340 of the Woodland Municipal Code, the Cannabis Business shall maintain all such records for at least three (3) years and shall produce those records to the City within 24 hours after receipt of the City’s request.
7. Termination. The City and/or Cannabis Business may terminate this Agreement prior to expiration of the Term for the reasons and subject to the requirements set forth below. The Cannabis Business understands and acknowledges that the right to operate the Cannabis Business is expressly contingent on full execution of an Operating Agreement, as required by section 5.28.180(a)(9) of the Woodland Municipal Code. As such, termination of this Agreement shall result in the immediate termination of the Cannabis Business’s operations, unless and until a new Operating Agreement is executed by the Parties.
A. City’s Termination Rights. Without prejudice to its other remedies at law or in equity, the City may terminate this Agreement, at any time and in its sole discretion, effective thirty (30) days after the City provides written notice of termination to the Cannabis Business, if any of the following circumstances occurs:
i. The Cannabis Business breaches its obligation to pay the Monthly Payments when due and fails to cure the breach within thirty (30) days after the City provides the Cannabis Business with a written notice of default.
ii. The Cannabis Business breaches its obligation to perform in accordance with any material provision of this Agreement, other than the obligation to pay the Monthly Payment, and: (A) does not cure the breach within thirty (30) days after the City provides the Cannabis Business with a written notice of breach or, if the breach cannot reasonably be cured within 30 days, (B) does not begin work to cure the breach within thirty (30) days after the City provides the Cannabis Business with a written notice of breach. The Parties
9 may mutually agree in writing to extend the time period to cure the breach.
The express designation in this Agreement of a provision as “material” does not imply that other provisions are not material.
iii. The Cannabis Business fails to obtain and maintain at all times prior to and during operation of the Cannabis Business a valid Cannabis Business Permit and State License(s), or violates any condition of approval of the Conditional Use Permit.
iv. The uses and business activities of the Cannabis Business are declared unlawful by order of Court, or become illegal by operation of State law.
B. Cannabis Business’s Termination Rights. The Cannabis Business may, at any time and in its sole discretion, effective thirty (30) days after the Cannabis Business provides written notice of termination to the City, may terminate this Agreement if the Cannabis Business has permanently ceased operations, or intends to cease operations within thirty (30) days, in the City of Woodland.
8. Release & Indemnification. The Cannabis Business shall release and hold harmless the City, its agents, officers, elected officials, staff and employees (collectively, “City Parties”) from any and all claims, injuries, damages, or liabilities of any kind arising from: (i) any repeal or amendment of Chapter 5.28 of the Woodland Municipal Code, or any provision of the Zoning Code relating to the Cannabis Business, and (ii) any arrest or prosecution of the Cannabis Business or its owners, Managers, staff, employees, or members for violation of state or federal laws. The Cannabis Business shall further defend, indemnify and hold harmless the City Parties from and against any and all claims or actions: (i) brought by adjacent or nearby property owners or any other parties for any damages, injuries, or other liabilities of any kind arising from or related to the Cannabis Business operations at the Subject Property, and (ii) brought by any party for any problems, injuries, damages, or other liabilities of any kind, including bodily injury, death or property damage, arising out of the distribution of cannabis or cannabis products at the Subject Property. The obligations in this Section 8 Release & Indemnification shall survive any expiration or termination of this Agreement.
9. Insurance.
A. Time for Compliance. The Cannabis Business shall not begin operations until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall constitute a material breach of this Agreement.
10 B. Types of Required Coverages. Without limiting the indemnity provisions of this Agreement, the Cannabis Business shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance:
i. Commercial General Liability. Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least $1,000,000 per occurrence. Defense costs shall be paid in addition to the limits.
ii. The policy shall contain no endorsements or provisions limiting coverage for (1) products and completed operations; (2) contractual liability; (3) third party action over claims; or (4) cross liability exclusion for claims or suits by one insured against another.
iii. Automobile Liability. Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1) with minimum limits of $1,000,000 each accident.
iv. Workers’ Compensation. Workers’ Compensation Insurance, as required by the State of California and Employer’s Liability Insurance with a limit of not less than $ 1,000,000 per accident for bodily injury and disease.
If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.
C. Endorsements.
i. The policy or policies of insurance required by this section for Commercial General Liability and Automobile Liability shall be endorsed to provide the following:
a. Additional Insured. The City’s indemnified parties shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Consultant; or (4) contain any other exclusions contrary to the Agreement.
11 b. Primary Insurance and Non-Contributing Insurance. This insurance shall be primary and any other insurance, deductible, or self- insurance maintained by the indemnified parties shall not contribute with this primary insurance.
c. Severability. In the event of one insured, whether named or additional, incurs liability to any other of the insureds, whether named or additional, the policy shall cover the insured against whom claim is or may be made in the same manner as if separate policies had been issued to each insured, except that the limits of insurance shall not be increased thereby.
d. Cancellation. The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non-payment of premium.
e. Duties. Any failure by the named insured to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the indemnified parties.
f. Applicability. That the coverage provided therein shall apply to the obligations assumed by the Cannabis Business under the indemnity provisions of this Agreement, unless the policy or policies contain a blanket form of contractual liability coverage.
ii. The policy or policies of insurance required by this section for Workers’ Compensation shall be endorsed, as follows:
a. Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City’s indemnified parties.
b. Cancellation. The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non-payment of premium.
12 D. Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City’s indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
E. Evidence of Insurance. The Cannabis Business shall, concurrently with execution of this Agreement or as soon thereafter as may be authorized by the City, deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, the Cannabis Business shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.
F. Failure to Maintain Coverage. The Cannabis Business agrees to suspend and cease all operations hereunder during such period of time if the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City.
G. Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best’s rating of no less than A: VII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
H. Insurance for Subcontractors. All subcontractors shall be included as additional insureds under the Cannabis Business’s policies, or the Cannabis Business shall be responsible for causing subcontractors to purchase the appropriate insurance in compliance with the terms of this Agreement, including adding the City as an Additional Insured.
10. Notice. Any notice or other communication provided pursuant to this Agreement must be in writing and shall be considered properly given and effective only when mailed or delivered in the manner provided by this Section 10 to the persons identified below. A mailed notice or other communication shall be considered given and effective on the third day after it is deposited in the United States Mail (certified mail and return receipt requested). A notice or other communication sent in any other manner will be effective or
13 will be considered properly given when actually delivered. A Party may change its address for these purposes by giving written notice of the change to the other Party in the manner provided in this Section 10.
If to the City:
If to Cannabis Business:
City of Woodland City Manager’s Office
300 First Street Woodland, California
95695 Attention: Ken Hiatt
Epic Pros Enterprises, Inc.
1250 Harter Avenue, Suite C
Woodland, California 95776
Attention:
11. Force Majeure.
A. “Force Majeure Event” means a cause of delay that is not the fault of the Party who is required to perform under this Agreement and is beyond that Party’s reasonable control, including the elements (such as floods, earthquakes, windstorms, and unusually severe weather), fire, energy shortages or rationing, riots, acts of terrorism, war or war-defense conditions, acts of any public enemy, epidemics, the actions or inactions of any governmental entity (excluding the City) or that entity’s agents, litigation, labor shortages (including shortages caused by strikes or walkouts), and materials shortages.
B. Except as otherwise expressly provided in this Agreement, if the performance of any act required by this Agreement to be performed by either the City or Cannabis Business is prevented or delayed because of a Force Majeure Event, then the time for performance shall be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused.
12. Waiver. A Party’s failure to insist on strict performance of this Agreement or to exercise any right or remedy upon the other Party’s breach of this Agreement shall not constitute a waiver of any performance, right, or remedy. A Party’s waiver of the other Party’s breach of any provision in this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of the same or any other provision. A waiver is binding only if set forth in writing and signed by the waiving Party.
13. Relationship of Parties. This Agreement does not create any employment relationship, ownership interest, or other association between the City and Cannabis Business. Nothing herein shall be construed to create the relationship of principal and agent, partnership or other joint venture between the City and Cannabis Business.
14. Attorneys’ Fees. The Party prevailing in any litigation concerning this Agreement, the Subject Property, or the Cannabis Business operations, shall be entitled to an award by the court of reasonable attorneys’ fees and litigation costs. If the City is the prevailing party,
14 then this Section shall apply whether the City is represented in the litigation by the designated City Attorney or by outside counsel.
15. Severability. If a court with jurisdiction finds any provision of this Agreement to be invalid, void, or unenforceable, then the remaining provisions shall remain in full force and effect, and to this end this Agreement shall be severable.
16. Counterparts. The parties may execute this Agreement in counterparts, each of which shall constitute an original, but all of which shall collectively constitute this same Agreement.
17. Integration and Modification. This Agreement sets forth the Parties’ entire understanding and agreement regarding the matters addressed herein. This Agreement supersedes all prior or contemporaneous agreements, representations, and negotiations (written, oral, express, or implied) and may be modified only by written agreement signed by both Parties.
(Signature Page Follows)
15 IN WITNESS WHEREOF, the parties enter into this Agreement as of the date first set forth on this Agreement.
City of Woodland Cannabis Business:
Epic Pros Enterprises, Inc.
By: ________________________________ By:_________________________________ Ken Hiatt, City Manager
Dated: _________________, 2026 Dated: _________________, 2026
By:_________________________________
Dated: _________________, 2026
Approved as to Form
By: ________________________________
Ethan Walsh, City Attorney
TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 1, 2026
ITEM #: H.10
SUBJECT: Investment Report - June 30, 2026
Recommendation for Action: Staff recommends that the City Council accept the Treasurer’s Investment Report for the year ending June 30, 2026.
Staff Contact:
Kim McKinney, Administrative Services Director, (530) 661-5849, [email protected]
Fiscal Impact:
There is no impact on the City funds in association with the information contained herein. This report is for informational purposes only.
Background:
Staff is required to provide the City Council with a report from the City Treasurer on the status of investments. The purpose of this report is to provide the Council with information regarding liquidity, monthly cash flow, and expected cash disbursements.
The City manages its investment portfolio in accordance with the guidelines established by the Council-approved Investment Policy. In managing the city’s investment portfolio, preservation of principal is the primary objective, followed by liquidity and, finally, yield on investments.
The City primarily invests in the Local Agency Investment Fund (LAIF), California Asset Management Program (CAMP), and federal agency obligations because these are generally considered low risk investments. The City’s securities are held in custodial care by U.S. Bank N.A., which provides monthly statements to the City of Woodland. The source of valuations for the securities is marked to market by U.S. Bank N.A.
The City utilizes the services of the investment firm of Hilltop Securities, Inc. to implement its investment strategy with the objective of increasing yield and generating additional investment earnings while, at the same time, ensuring that the portfolio’s primary goal of providing safety and liquidity is preserved.
Discussion:
As of June 30, 2026, the City treasury consisted of investments with a total book value of $236,888,399. The City changed its investment strategy and began investing its readily available funds (liquid funds) in the California Asset Management Program (CAMP) instead of the Local Agency Investment Fund (LAIF) due to a typically higher yield. CAMP utilizes the seven-day yield method for estimating the annualized yield of their fund, which is the industry standard for money market funds. The seven-day yield for CAMP was 3.8% as of June 2026. The yield on the LAIF balance for the year ending June 2026 was also 3.8% and the average yield on the City of Woodland’s investments as of June 30, 2026, was 2.4%. This results in an overall portfolio yield, combining all investments, CAMP and LAIF, of 3.5%.
The City Investment Policy has established a benchmark equal to the 90-day U.S. Treasury bill, which for the year ending June 2026 was 3.7%. The City is below the benchmark by 0.196%. The
City’s investment strategy is to maintain 35% of the investment portfolio in highly liquid funds, achieve an overall effective duration for investments of 1.90 years, and achieve a market rate of return of 3.7% based on the parameter of allowable investments. As of June 30, 2026, the City maintained 67% of the investment portfolio in highly liquid funds, achieved an overall effective duration for investments of 1.0 years, and achieved a market rate of return of 3.5%. The City's target yield is below the market rate of return by 0.196% and is in the process of investing resources to get closer to the goal.
Over the next quarter, the City will continue its focus on its objectives of safety, liquidity, and return on investment. The City will continue to invest in high-quality credit-worthy securities and will continue to implement and evaluate its investment strategy. The investments will be made with the goal of increasing the overall effective duration of investments to twenty-one months and increasing the City’s return on investment while maintaining compliance with the City’s adopted Investment Policy.
The attached report provides a summary of the City’s current investments, including the investment interest rates as they have matured and current rates for new investments. All activities comply with the existing Investment Policy approved by the City Council. Additionally, a glossary of investment terminology and a report titled “Cash with Fiscal Agent” is included which lists the most recent information available regarding investments for the assessment districts/bond reserve fund dollars.
The source of this information is monthly reports from the various district/bond trustees.
Conclusion:
Staff recommends that the City Council accept the Treasurer’s Investment Report for the year ending June 30, 2026.
Prepared by: Kim McKinney, Administrative Services Director
Attachments:
1. Investment Report - June 30 2026
CITY OF WOODLAND
INVESTMENT REPORT
June-26
SUMMARY OF INVESTMENTS % OF
TYPE OF INVESTMENT AMOUNT TOTAL
Local Agency Investment Fund (LAIF) $3,583,407 1.5%
California Asset Management Program (CAMP) $186,083,512 78.6% US Government Agency Securities $20,272,500 8.6%
Corporate Securities $26,948,980 11.4%
Municipal Securities $0 0.0%
TOTAL $236,888,399 100.0%
Maturity Date Interest Call Date PAR Amount Principal Amount Current Market Value Security ID Federal Home Loan Bank 7/13/2026 1.020 N/A $5,000,000 $5,000,000 $4,994,965 3130ANL2L3 Federal Home Loan Bank 8/20/2026 1.100 N/A $4,000,000 $3,516,000 $3,984,688 3130ANMH0 Federal Home Loan Bank 9/14/2026 0.930 N/A $2,000,000 $2,000,000 $1,987,937 3130ANU73 Federal Home Loan Banks 1/28/2027 1.750 N/A $2,250,000 $2,247,750 $2,219,999 3130AQKM4 Federal Home Loan Banks Cons 4/29/2027 3.000 N/A $5,000,000 $5,000,000 $4,958,113 3130ARMS7 Federal Farm CR BKS Cons BD 7/17/2028 4.250 N/A $2,500,000 $2,508,750 $2,506,432 3133EPQD0 Total US Government Agency Securities $20,750,000 $20,272,500 $20,652,133 Bank of America 8/26/2026 1.250 N/A $2,000,000 $2,000,000 $1,988,146 06048WN22 Apple Incorporated 9/11/2026 2.050 N/A $2,000,000 $2,057,960 $1,992,545 037833DN7 Deere John Capital Corp 10/23/2026 1.300 N/A $1,000,000 $993,670 $992,315 24422EVW6 Emerson Electric Company 10/15/2026 0.875 N/A $3,500,000 $3,352,930 $3,467,580 291011BP8 Bank of America Corp 11/19/2026 1.650 N/A $1,000,000 $1,000,000 $987,135 06048WQ29 JPMorgan Chase FINL CO LLC 11/30/2026 1.500 N/A $1,000,000 $1,000,000 $988,112 48130UZH1 IBM Corps SR GLBL NT3.3%27 1/27/2027 3.300 N/A $2,000,000 $1,936,420 $1,990,980 459200JR3 Comcast Corp SR GLBL NT3.3%27 2/1/2027 3.300 N/A $2,000,000 $1,933,020 $1,988,741 20030NBY6 TSMC Arizona Corp 4/22/2027 3.875 N/A $2,000,000 $1,989,240 $1,993,755 872898AF8 TSMC Arizona Corp 4/22/2027 3.875 N/A $2,000,000 $1,888,300 $1,993,755 872898AF8 Qualcomm INC 5/20/2027 3.250 N/A $2,250,000 $2,096,100 $2,232,572 747525AU7 ATMOS Energy Corp 6/15/2027 3.000 N/A $2,000,000 $1,911,000 $1,976,591 049560AN5 Amazon Com Inc 8/22/2027 3.150 N/A $3,000,000 $2,804,340 $2,965,471 023135BC9 Meta Platforms Inc 5/15/2028 4.600 N/A $2,000,000 $1,986,000 $2,011,458 30303M8L9 Total Corporate Securities $27,750,000 $26,948,980 $27,569,157 Total of LAIF Funds & Investments Detail $236,888,399
Check Total (Should be zero) 0
CITY OF WOODLAND
INVESTMENT REPORT
Maturity Date Interest Call Date PAR Amount Principal Amount Current Market Value Security ID CASH ACCOUNTS as of 06/30/2026
Bank Accounts with U.S. Bank $18,814,500
Petty Cash $2,778
Cash with Fiscal Agent $8,103,365
Funds Held By Section 115 Pension Trust $19,551,047
INTEREST SUMMARY
$1,753,258
$147,493
$5,982,176
Total Fiscal Year-to-Date Interest Received $7,882,927
Interest Earned - Investments
Interest Earned - LAIF
Interest Earned - CAMP
The interest received does not always represent the interest earned. LAIF records interest on a quarterly basisbut does not report it until the 15th of the month following the end of the quarter. The interest received onTreasury Notes is received every six months either on the 15th or the last day of the month. Bond interest isposted every six months to the date of settlement.Theinterestreceiveddoesnotalwaysrepresenttheinterestearned.LAIFrecordsinterestThe interest received does not always represent the interest earned. LAIF records interest on a quarterly basisbut does not report it until the 15th of the month following the end of the quarter. The interest received onTreasury Notes is received every six months either on the 15th or the last day of the month. Bond interest isposted every six months to the date of settlement.
CITY OF WOODLAND
ACTIVITY REPORT
DATE DESCRIPTION DEBIT CREDIT DEBITS
LAIF TREASURER
07/01/24 Beginning Balance $3,435,914
07/15/25 Quarterly Interest $37,644 $3,473,558
10/15/25 Quarterly Interest $37,945 $3,511,503
01/15/26 Quarterly Interest $37,129 $3,548,632
04/15/26 Quarterly Interest $34,775 $3,583,407
06/30/26 Ending Balance $3,583,407
CAMP PFM Asset Management LLC
07/01/25 Month Beginning Balance $152,101,337
07/29/25 Transfer - Out $8,000,000 $144,101,337
07/31/25 Accrual Income Dividend Reinvestment $566,993 $144,668,329 08/29/25 Accrual Income Dividend Reinvestment $541,082 $145,209,411 09/30/25 Accrual Income Dividend Reinvestment $520,476 $145,729,887 10/31/25 Accrual Income Dividend Reinvestment $527,303 $146,257,190 11/19/25 Transfer - Out $6,000,000 $140,257,190
11/28/25 Accrual Income Dividend Reinvestment $484,462 $140,741,652 12/22/25 Transfer - Out $5,000,000 $135,741,652
12/31/25 Accrual Income Dividend Reinvestment $466,329 $136,207,981 01/30/26 Accrual Income Dividend Reinvestment $445,532 $136,653,514 02/04/26 Transfer - In $10,000,000 $146,653,514
02/27/26 Accrual Income Dividend Reinvestment $427,475 $147,080,989 03/31/26 Accrual Income Dividend Reinvestment $474,083 $147,555,072 04/30/26 Accrual Income Dividend Reinvestment $458,835 $148,013,907 05/26/26 Accrual Income Dividend Reinvestment $37,000,000 $185,013,907 05/29/26 Accrual Income Dividend Reinvestment $495,146 $185,509,052 06/30/26 Accrual Income Dividend Reinvestment $574,460 $186,083,512 09/30/223Ending Balance $186,083,512
Bonds and Other Investments
07/01/24 Month Beginning Balance $106,671,480
07/26/23 Federal Farm Credit Bank- Maturity $2,000,000 $104,671,480 08/04/25 Federal Farm Credit Bank - Maturity $2,000,000 $102,671,480 08/14/26 Federal Home Loan Bank MTN- Call $3,000,000 $99,671,480 08/26/25 Federal National Mortgage Assn - Maturity $2,000,000 $97,671,480 09/22/25 Federal Farm Credit Bank - Call $3,000,000 $94,671,480 10/20/25 Federal Natl Mortgate Assn - Maturity $2,000,000 $92,671,480 10/27/25 Federal Home Loan Mtg Corp - Maturity $2,000,000 $90,671,480 11/25/25 Federal National Mortgage Assn - Maturity $3,000,000 $87,671,480 11/25/25 Bank of America Corporation - Maturity $1,000,000 $86,671,480 12/01/25 Federal Farm Credit Bank - Maturity $2,000,000 $84,671,480 12/22/25 JP Morgan Chase - Maturity $1,000,000 $83,671,480 12/23/25 Federal Farm Credit Bank - Maturity $2,000,000 $81,671,480 12/30/25 Federal National Mortgage Assn - Maturity $2,000,000 $79,671,480 01/15/26 United Health Group Inc - Maturity $1,000,000 $78,671,480 02/12/26 Federal Home Loan Bank MTN- Call $2,000,000 $76,671,480 02/17/26 Public Storage - Maturity $2,000,000 $74,671,480 02/17/26 JP Morgan Chase - Maturity $1,000,000 $73,671,480 02/23/26 Federal Home Loan Bank - Maturity $1,750,000 $71,921,480 03/02/26 Caterpillar Finl Svcs - Maturity $1,200,000 $70,721,480 03/09/26 Federal Farm Credit Bank - Maturity $3,000,000 $67,721,480 03/30/26 Federal Home Loan Bank - Maturity $3,000,000 $64,721,480 05/04/26 Federal Farm Credit Bank - Maturity $3,000,000 $61,721,480 05/15/26 United Health Group Inc - Maturity $500,000 $61,221,480 05/18/26 Federal Home Loan Bank - Maturity $3,000,000 $58,221,480 06/16/26 Federal Home Loan Bank - Maturity $3,000,000 $55,221,480 06/29/26 Federal Home Loan Bank - Maturity $3,000,000 $52,221,480 06/30/26 Federal Home Loan Bank - Maturity $5,000,000 $47,221,480 06/30/26 Ending Balance $47,221,480
END OF MONTH TOTAL DEBITS $236,888,399
Cash with Fiscal Agent
2022 Wastewater Revenue BondsBeginning Balance Activity - Q1 FY26 Activity - Q2 FY26 Activity - Q3 FY26 Activity - Q4 FY26 Ending Balance Revenue fund $1,320.90 ($1,194.10) $32.07 $1,656.13 $196.46 US Bank Mmkt 5 -Ct $2,011.46 Interest fund $0.00 $0.00 $0.00 $0.00 $0.00 US Bank Mmkt 5 -Ct $0.00 Principal Fund $0.10 $0.00 $0.00 $0.00 $0.00 US Bank Mmkt 5 -Ct $0.10 CFD - Gibson Ranch
Revenue fund $6,727.80 ($6,104.88) $6.16 ($629.08) $0.00 Cash Mgmt-1st Am Treasury $0.00 Interest fund $0.00 $0.00 $0.00 $0.00 $0.00 Cash Mgmt-1st Am Treasury $0.00 Principal Fund $0.00 $0.00 $0.00 $0.00 $0.00 Cash Mgmt-1st Am Treasury $0.00 Reserve fund $225,145.93 ($207,862.62) $174.77 ($17,458.08) $0.00 Cash Mgmt-1st Am Treasury ($0.00) Redemption fund $0.00 $0.00 $0.00 $0.00 $0.00 Cash Mgmt-1st Am Treasury $0.00 Sinking Fund $0.00 $0.00 $0.00 $0.00 $0.00 Cash Mgmt-1st Am Treasury $0.00
Spring Lake 2013
Special Tax Fund $1,631.66 $35,526.16 $320.99 ($37,286.67) $4.76 Cash Mgmt-1st Am Govt Oblig $196.90 Interest Fund $39.29 ($39.16) $0.01 $401.84 $26.87 Cash Mgmt-1st Am Govt Oblig $428.85 Principal Fund $659.06 ($656.94) $0.16 $315.54 $21.12 Cash Mgmt-1st Am Govt Oblig $338.94 Reserve fund $2,062,769.91 ($17,533.19) $18,295.05 $16,297.97 $16,354.13 Cash Mgmt-1st Am Govt Oblig $2,096,183.87 Prepayment Fund $0.04 $0.00 $0.00 $0.00 $0.00 Cash Mgmt-1st Am Govt Oblig $0.04 Rebate Fund $0.00 $0.00 $0.00 $0.00 $0.00 Cash Mgmt-1st Am Govt Oblig $0.00 Spring Lake 2016
Special Tax Fund $229,256.81 ($195,112.89) $318.66 $272.19 $273.12 Cash Mgmt-1st Am Govt Oblig $35,007.89 Interest Fund $451.26 ($352.41) $25.41 $682.53 $46.57 Cash Mgmt-1st Am Govt Oblig $853.36 Principal Fund $59.02 $23.80 $21.51 $593.70 $40.48 Cash Mgmt-1st Am Govt Oblig $738.51 Reserve Fund $928,377.15 ($24,576.80) $8,089.95 $7,202.20 $7,227.01 Cash Mgmt-1st Am Govt Oblig $926,319.51 Proceeds Fund $0.20 $0.00 $0.00 $0.00 $0.00 Cash Mgmt-1st Am Govt Oblig $0.20 Spring Lake 2019
Special Tax Fund $1,149.80 $29,866.39 $267.89 ($30,024.47) $77.50 Cash Mgmt-1st Am Govt Oblig $1,337.11 Interest Fund $149.35 ($148.87) $0.03 $0.00 $0.00 Cash Mgmt-1st Am Govt Oblig $0.51 Principal Fund $0.00 $0.00 $0.00 $0.00 $0.00 Cash Mgmt-1st Am Govt Oblig $0.00 Reserve Fund $1,438,886.31 ($17,326.98) $12,717.75 $11,328.06 $11,367.08 Cash Mgmt-1st Am Govt Oblig $1,456,972.22 Capitalized Interest Fund $168,903.86 ($168,360.77) $39.96 $4.61 $4.62 Cash Mgmt-1st Am Govt Oblig $592.28 Proceeds Fund $0.00 $0.00 $0.00 $0.00 $0.00 Cash Mgmt-1st Am Govt Oblig $0.00 Spring Lake 2021
Special Tax Fund $7.82 $25,975.95 $224.22 $207.00 $207.71 Cash Mgmt-1st Am Govt Oblig $26,622.70 Interest Fund $527.99 ($361.65) $42.91 $581.17 $40.42 Cash Mgmt-1st Am Govt Oblig $830.84 Principal Fund $171.26 ($53.49) $30.53 $1.17 $1.17 Cash Mgmt-1st Am Govt Oblig $150.64 Bond Reserve Fund $1,417,870.47 ($12,498.12) $12,571.48 $11,199.05 $11,237.65 Cash Mgmt-1st Am Govt Oblig $1,440,380.53 Proceeds Fund $0.00 $0.00 $0.00 $0.00 $0.00 Cash Mgmt-1st Am Govt Oblig $0.00 Acquistion & Construction $48.74 $0.47 $0.44 $0.39 $0.39 Cash Mgmt-1st Am Govt Oblig $50.43 ARRA Loan
Payment Account $9,566.35 $90.98 $86.34 $76.95 $77.22 US Bank Mmkt 5 -Ct $9,897.84 Reserve Account $517,058.82 $4,917.84 $4,666.25 $4,159.47 $4,173.81 US Bank Mmkt 5 -Ct $534,976.19 Safe Drinking Water State Revolving Fund 2014
Payment Fund $0.00 $0.00 $0.00 $0.32 $0.00 US Bank Mmkt 5 -Ct $0.32 Reserve fund $1,567,729.77 $19.76 $19.54 ($52.40) $19.76 US Bank Mmkt 5 -Ct $1,567,736.43
Water Revenue Bonds 2021
Green Bonds $0.00 $0.00 $0.00 $0.00 $0.00 US Bank Mmkt 5 -Ct $0.00 Interest Fund $252.23 ($176.50) $19.53 $172.60 $17.90 US Bank Mmkt 5 -Ct $285.76 Principal Fund $600.60 $5.72 $5.42 $782.62 $56.86 US Bank Mmkt 5 -Ct $1,451.22 Reserve Fund $0.00 $0.00 $0.00 $0.00 $0.00 US Bank Mmkt 5 -Ct $0.00 Redemption Fund $0.00 $0.00 $0.00 $0.00 $0.00 US Bank Mmkt 5 -Ct $0.00 Surplus Fund $0.00 $0.00 $0.00 $0.00 $0.00 US Bank Mmkt 5 -Ct $0.00 TOTAL $8,103,364.65
Investment Glossary
Call date - the date on which a bond can be redeemed before maturity. If the issuer feels there is a benefit to refinancing the issue, the bond may be redeemed on the call date at par or at a small premium to par.
Current market value (CMV) - the resale valuation attached to a security held long in an investor's margin account. The current market value is usually taken as the closing price for listed securities.
CUSIP (Security ID) - stands for Committee on Uniform Securities Identification Procedures. Formed in 1962, this committee developed a system (implemented in 1967) that identifies securities, specifically U.S. and Canadian registered stocks, and U.S. government and municipal bonds. The CUSIP number consists of a combination of nine characters, both letters and numbers, which act as a sort of DNA for the security - uniquely identifying the company or issuer and the type of security. The first six characters identify the issuer and are assigned in an alphabetical fashion; the seventh and eighth characters (which can be alphabetical or numerical) identify the type of issue; and the last digit is used as a check digit.
Interest rate - the amount charged, expressed as a percentage of principal, by a lender to a borrower for the use of assets. Interest rates are typically noted on an annual basis, known as the annual percentage rate (APR).
Maturity date - the date on which the principal amount of a note, draft, acceptance bond or another debt instrument becomes due and is repaid to the investor and interest payments stop.
Par - In its most common usage, par value applies to bonds. The term refers to the face value of the bond, that is, the value at which the issuer will redeem the bond at maturity.
Principal - is used to refer to the original amount of investment. A bond's principal is the amount of money the bond-issuer owes to the bondholder upon maturity.
TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 1, 2026
ITEM #: I.11
SUBJECT: Woodland Police Department Semi-Annual Report
January 1, 2026 – June 30, 2026
Recommendation for Action:
Staff recommends that the City Council receive the Woodland Police Department’s Semi-Annual Report for the period from January 1, 2026 to June 30, 2026.
Staff Contact:
Ryan L. Kinnan, Chief of Police, (530) 661-7832, [email protected] Richard Perry, Management Analyst, (530) 661-5903, [email protected]
Background:
The Woodland Police Department provides the City Council with semi-annual updates to highlight operational activity, public safety trends, and community engagement efforts. These reports are intended to ensure transparency, track progress toward Council goals, and provide an opportunity for discussion regarding departmental priorities and resource needs.
Discussion:
The Woodland Police Department remained committed to delivering high-quality law enforcement services throughout the first half of calendar year 2026. Staffing remained the department’s primary operational challenge, affecting patrol availability, traffic enforcement, support services, technology implementation, and other departmental functions. Despite these constraints, the department made measurable progress in staffing, emergency response, quality-of-life efforts, and community engagement.
This semi-annual report addresses the following areas:
1. Operating challenges and staffing progress
2. Response, call-volume, and crime trends
3. Quality-of-life and co-responder efforts
4. Automated License Plate Reader usage, compliance, and outcomes
5. Community outreach and priorities for the second half of 2026
Of the department’s 72 approved sworn positions, 20 positions, or approximately 28%, were vacant or not operating at full functional capacity during the reporting period. This included three vacancies, four officers attending a police academy, seven officers completing field training, and six officers on modified duty or unavailable because of injury. Consequently, only 52 of the department’s 72 approved sworn positions were fully deployable during the first half of the year.
The department hired 10 officers during the reporting period, representing meaningful progress toward restoring staffing levels. As of September 6, 2026, the department will have zero true vacancies following the addition of two more recruits. However, increased headcount does not immediately translate into operational capacity. Field training typically takes approximately 2.5 to 6.5 months, academy attendance takes approximately 6 to 11 months, and recovery from a significant injury can take as long as one year before an officer is fully deployable.
Despite these constraints, emergency response performance improved. The department handled 27,955 calls for service during the first half of 2026, an 8% decrease from the 30,378 calls received during the same period in 2025. Average Priority 1 response time improved from 6 minutes and 7 seconds to 5 minutes and 2 seconds, a 17.7% reduction. Priority 2 response time also improved from 7 minutes to 6 minutes and 49 seconds, a 2.6% reduction.
Officer-initiated activity decreased by 25.7%, from 8,877 incidents in the first half of 2025 to 6,593 in 2026. This decline was primarily attributable to reduced traffic-unit capacity, as two of the department’s three traffic officers were unavailable because of disability or injury. Traffic stops decreased by 25.9%, citations decreased by 53.5%, and DUI arrests decreased by 20.4%.
Collision indicators also declined during the reporting period. Property-damage collisions decreased by 3.9%, vehicles involved in collisions decreased by 16.6%, and the number of persons injured decreased by 25.7%, from 105 to 78. While these outcomes are positive, the decline in enforcement activity should be viewed in the context of reduced traffic staffing rather than solely as a reduction in enforcement demand.
Reported offenses remained broadly stable overall, although the distribution of offenses shifted.
Crimes against persons increased by approximately 3%, from 298 to 307 offenses. Higher counts in the false-imprisonment and domestic-violence categories accounted for most of this increase, while simple assaults, aggravated assaults, and sexual-assault offenses declined.
Property offenses decreased by 1.2%, from 677 to 669. Possession of stolen property increased from 27 to 87 offenses, while vandalism decreased from 126 to 87. Other larceny and shoplifting offenses also declined. Crimes against society increased by 8.1%, from 509 to 550, with drug and narcotic violations accounting for 33 of the 41 additional offenses. Group B offenses increased modestly from 731 to 740.
The department’s quality-of-life programs continued to sustain service despite staffing disruptions.
The Homeless Outreach Service Team responded to 2,032 homelessness-related calls for service, a
6.1% reduction from the first half of 2025 and a 19.4% reduction from the first half of 2024. HOST maintained these services while operating with one officer fewer than its typical three-officer staffing level.
The Co-Responder Program was similarly affected by one of its two co-responders being unavailable because of injury. Mental-health holds increased slightly from 54 to 57, while services offered decreased from 509 to 235. These results demonstrate the substantial operational effect that the loss of a single employee can have on a small, specialized program.
Property and Evidence personnel took in 2,264 items through June 23, 2026, while maintaining custody of approximately 28,000 items. The unit also processed 49 firearms and 385 drug items, fulfilled 660 District Attorney audio and video requests, and sent 78 cases to the California Department of Justice for drug testing. In addition, personnel disposed of 1,435 items, returned 238 items, and facilitated the auction of another 160 items. This workload reflects the unit’s responsibilities beyond evidence intake, including storage, disposition, testing coordination, records fulfillment, and regulatory compliance.
The department conducted 5,647 Automated License Plate Reader searches during the reporting period while meeting all three internal and state audit controls. Department policy restricts ALPR use to legitimate public-safety purposes, prohibits its use for civil immigration enforcement, and limits unauthorized out-of-state or federal data sharing. Documented ALPR cases assisted officers with identifying suspects, locating vehicles, comparing evidence, recovering stolen vehicles, and making
arrests. In response to community interest in the department's use of ALPR technology, the attached frequently asked questions (FAQ) document has been created and integrated into the department's transparency portal.
Community outreach also expanded during the first half of 2026. Volunteers contributed 1,522 hours, representing an estimated value of $52,950. The department worked with 22 volunteers, 23 Neighborhood Watch groups, and 28 National Night Out areas. Positive post-contact satisfaction results increased from 75% in the first half of 2025 to 85% in 2026.
The department’s digital outreach generated approximately 3.15 million Instagram views and 97,533 engagements, along with approximately 658,000 Facebook views and 52,210 engagements. These results, combined with volunteer participation and neighborhood organizing, strengthened the department’s connection with the community.
During the second half of 2026, the department will focus on four interconnected priorities: stabilizing staffing and deployable capacity, improving emergency response performance, sustaining crime- reduction efforts, and reducing homelessness-related incidents and repeat calls for service.
Restoring independently deployable staffing remains essential to achieving each of these priorities while maintaining the service gains achieved during the first half of the year.
Conclusion:
Staff recommends that the City Council receive the Woodland Police Department’s Semi-Annual Report for the period from January 1, 2026 to June 30, 2026.
Prepared by: Richard Perry, Management Analyst
Reviewed by: Ryan L. Kinnan, Chief of Police
Attachments:
1. Woodland ALPR FAQ 2026
2. WPD 2026 P1 Semi Annual Report
Automated License Plate Reader (ALPR)
FAQ
The Woodland City Council supports the responsible use of ALPR technology and has carefully considered concerns raised by community members. The Council believes the program’s public-safety benefits, together with its policies, access controls, audit requirements, limited data-retention period, and restrictions on use, provide meaningful safeguards against misuse. The City will remain vigilant through continued oversight and accountability to ensure the technology is used only for authorized public-safety purposes and in a manner consistent with the law, City policy, and the community’s civil rights.
The Woodland Police Department uses ALPR technology as an investigative tool to help locate vehicles connected to crimes, recover stolen vehicles, find missing or endangered people, and develop investigative leads. The program is intended to support public safety while limiting access, documenting searches, retaining data for a defined period, and protecting lawful activity and civil rights.
Frequently asked questions
1. What is an automated license plate reader?
Short answer: An ALPR is a camera-and-software system that captures vehicle and license plate images and converts plate characters and car characteristics into searchable data. • ALPR systems generally record the date, time, and location of a vehicle detection along with vehicle characteristics.
• An ALPR alert or search result is an investigative lead only. It is information that may help direct an officer’s attention or further investigation, but it does not independently establish reasonable suspicion, probable cause, or proof of criminal activity. Officers must confirm the alert’s accuracy, verify that the vehicle and license plate match the information provided, and develop an independent lawful basis before initiating any law enforcement action.
2. What is Flock Safety? Is “Flock” the same thing as ALPR? Short answer: Flock Safety is a technology vendor that provides ALPR cameras and a software platform. ALPR is the broader category of technology.
• A useful analogy is that “Flock” is sometimes used the way “Kleenex” is used for tissues: it is the familiar brand name, not the name of the entire product category.