Santa Barbara City Council
August 12, 2025

CITY OF SANTA BARBARA

CITY COUNCIL
Randy Rowse
Mayor
Kelly McAdoo
City Administrator
Eric Friedman
Mayor Pro Tempore
Kristen W. Sneddon
Ordinance Committee Chair
Sarah J. Knecht
City Attorney
Eric Friedman
Finance Committee Chair
Oscar Gutierrez
Meagan Harmon
Mike Jordan
Wendy Santamaria
City Hall
735 Anacapa Street
http://www.SantaBarbaraCA.gov
AUGUST 12, 2025, 2:00 PM
AGENDA
IN-PERSON PUBLIC COMMENT: At the beginning of each meeting of the City Council, Finance Committee, or Ordinance Committee, any member of the public may address the City Council concerning any item not on the Council's agenda. Any person wishing to make such address should first complete and deliver a "Request to Speak" form prior to the time that public comment is taken up by the City Council. Each speaker will be given a total of 3 minutes to address the Council. Pooling of time is not allowed during general public comment. The time allotted for general public comment at the beginning of the 2:00 p.m. session is 30 minutes.

Any member of the public who did not speak during the 2:00 p.m. session but who submitted a request to do so during the 2:00 p.m. 30 minute session may do so at the end of the meeting when the additional “Public Comment (If Necessary)” is announced. The City Council, upon majority vote, may decline to hear a speaker on the grounds that the subject matter is beyond their jurisdiction.

REMOTE PUBLIC COMMENT: Members of the public wishing to speak must “raise their hand” in the Zoom platform by selecting the virtual hand icon when their item is called. The keyboard shortcut for this is Alt+Y for Windows and Option+Y for Macs. City staff will activate the speaker’s microphone when the speaker’s name is called. The speaker will then need to unmute themselves. The keyboard shortcut for this is Alt+M for Windows or Command-Shift-A for Macs.

HOW TO REMOTELY OBSERVE AND/OR SPEAK LIVE AT A MEETING
• Web: https://santabarbaraca-gov.zoom.us/webinar/register/WN_-tbNSuHPTmquCwDEP9hNaQ (Participation via Zoom)
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Each televised Council meeting is closed captioned for the hearing impaired. Check the City TV program guide at www.santabarbaraca.gov/citytv for rebroadcasts of Finance and Ordinance Committee meetings.

WRITTEN PUBLIC COMMENT: Public comments may also be submitted via email to [email protected] prior to the beginning of the Council Meeting. All public comments submitted via email will be provided to City Council and will become part of the public record.
(CONTINUED ON NEXT PAGE)
ORDER OF BUSINESS: Regular meetings of the Finance Committee and the Ordinance Committee begin at 12:00 p.m. The regular City Council meeting begins at 2:00 p.m. in the Council Chambers at City Hall.

REPORTS: Copies of the reports relating to agenda items are available for review at http://www.SantaBarbaraCA.gov/CAP.In accordance with state law requirements, this agenda generally contains only a brief general description of each item of business to be transacted or discussed at the meeting. Should you wish more detailed information regarding any particular agenda item, you are encouraged to obtain a copy of the Council Agenda Report (a "CAR") online at the City's website (http://www.SantaBarbaraCA.gov/CAP). Materials related to an item on this agenda submitted to the City Council after distribution of the agenda packet are posted to the City’s website as soon as reasonably feasible.

CONSENT CALENDAR: The Consent Calendar is comprised of items that will not usually require discussion by the City Council. A Consent Calendar item is open for discussion by the City Council upon request of a Councilmember, City staff, or member of the public. Items on the Consent Calendar may be approved by a single motion. Should you wish to comment on an item listed on the Consent Agenda, after turning in your "Request to Speak" form, you should come forward to speak or raise your hand in Zoom at the time the Council considers the Consent Calendar.

LANGUAGE TRANSLATION AND INTERPRETATION: The City of Santa Barbara offers live Spanish translation and interpretation for City Council Meetings via the Wordly platform. Follow the directions below to access the service. • Go to: https://attend.wordly.ai/join/QQBV-6746
o Ensure the Session ID QQBV-6746 is displayed.
o Select “Spanish” and click on the “Attend” button.
o You can now read the captions on your device and/or listen to the translation of the City Council meeting. o Click the speaker button to hear a text-to-speech version of the translated dialogue. • If you have any questions or concerns, please contact City TV at 805-564-5311.

SPANISH INTERPRETATION: If you need interpretation of your communications to Council from Spanish into English, please contact the City Clerk’s Office at 564-5309 or by email at [email protected]. If possible, notification of at least 48 hours will usually enable the City to make arrangements.

INTERPRETACIÓN EN ESPAÑOL: Si necesita una interpretación del español al inglés, para sus comunicaciones al Consejo, comuníquese con la Oficina del Secretario Municipal al 564-5309, o por correo electrónico a [email protected]. Si es posible, la notificación de al menos 48 horas generalmente permitirá a la Ciudad hacer los arreglos.

AMERICANS WITH DISABILITIES ACT: If you need auxiliary aids or services or staff assistance to attend or participate in this meeting, please contact the City Administrator's Office at 564-5305 or by email at [email protected]. If possible, notification at least 48 hours prior to the meeting will usually enable the City to make reasonable arrangements. For those who need accessibility accommodation in using the “raise hand” function and/or registering to participate in the Zoom session, please contact the Clerk’s office by 5:00 p.m. the day before the meeting for assistance. Additionally, a speaker may email [email protected] by 5:00 p.m. the day before a meeting, stating which item they wish to speak on. Specialized services, such as sign language interpretation or documents in Braille, may require additional lead time to arrange. 08/12/2025 Santa Barbara City Council Final Agenda Page 1 AUGUST 12, 2025 AGENDA
FINANCE COMMITTEE MEETING - 12:00 P.M. IN THE DAVID GEBHARD PUBLIC MEETING ROOM, 630 GARDEN STREET (120.03)

1. Subject: Loan to Housing Authority for $3,500,000 for Development of Property Located at 400 West Carrillo Street (120.03)
Recommendation: That Finance Committee consider and recommend that City Council:

A. Introduce and subsequently adopt, by reading of title only, an Ordinance of the Council of the City of Santa Barbara Approving a Loan with the Housing Authority of the City of Santa Barbara in the Amount of $3,500,000 for Development of Real Property Located at 400 West Carrillo Street to Be Used for Permanent Affordable Housing, to Be Secured by a Deed of Trust and a 90-Year Affordability Control Covenant Imposed on Real Property and Authorizing the City Administrator to Execute Such Agreements, subject to approval as to form by the City Attorney;
B. Adopt, by reading of title only, a Resolution of the Council of the City of Santa Barbara Amending Resolution No. 25-066 Adopting the Budget for Fiscal Year 2026, to Approve an Increase in Fiscal Year 2026 Expenditure Appropriations in the Local Housing Trust Fund (LHTF) in the Amount of $3,500,000 to Fund a Loan Agreement with the Housing Authority of the City of Santa Barbara for Development of Real Property Located at 400 West Carrillo Street; and
C. Authorize the City Administrator to execute amendments to the Project Agreement between the City and Housing Authority of the City of Santa Barbara necessary or convenient to implement the revised project financing, in a form approved by the City Attorney.
08/12/2025 Santa Barbara City Council Final Agenda Page 2 REGULAR CITY COUNCIL MEETING - 2:00 P.M.

CALL TO ORDER

PLEDGE OF ALLEGIANCE

ROLL CALL

CEREMONIAL ITEMS

1. Subject: National Disability Independence Day (120.04)

CHANGES TO THE AGENDA

CONSENT CALENDAR

2. Subject: Amendment to Title 17 of the Santa Barbara Municipal Code Pertaining to Transfer of Slip Permits in the Santa Barbara Harbor [Ordinance Introduction] (570.03)
Recommendation: That City Council introduce and subsequently adopt, by reading of title only, an Ordinance of the Council of the City of Santa Barbara Amending the Santa Barbara Municipal Code (“SBMC”) by Adding Section to 17.20.005 Relating to Transfer of Slip Permits in the Santa Barbara Harbor.

3. Subject: Amending Waterfront Department Resolution No. 03-095 for Vessel Measurement and Size Restriction, and Amending Resolution 14-023 Establishing Slip Occupancy Policy to Include Nine Commercial Fishing Slips in the Santa Barbara Harbor [Resolution] (570.03) Recommendation: That Council:

A. Adopt, by reading of title only, a Resolution of the Council of the City of Santa Barbara Amending Resolution No. 03-095 Pertaining to the Regulation of Vessel Measurement and Size Restrictions in Santa Barbara Harbor; and
B. Adopt, by reading of title only, a Resolution of the Council of the City of Santa Barbara Amending Resolution No. 14-023 Establishing a Slip Occupancy Policy for Designated Commercial Fishing Slips in Santa Barbara Harbor.
08/12/2025 Santa Barbara City Council Final Agenda Page 3

4. Subject: Adoption of Substantial Amendment to HOME American Rescue Plan Funds Allocation Plan (170.01)
Recommendation: That Council adopt the City’s HOME American Rescue Plan (ARP) Allocation Plan Substantial Amendment for submittal to the U.S.

Department of Housing and Urban Development (HUD).

5. Subject: Approve Sole Source Purchasing Request for Parking Revenue Control Equipment, Maintenance Services, Replacement Parts, and Payment Processing (170.01)
Recommendation: That Council authorize an amendment to the current five-year sole source purchase request with SKIDATA, Inc. to increase funds available and allow the General Services Manager to award purchase order contracts necessary to support continued operation of the City’s parking facilities.

CONSENT PUBLIC HEARING

6. Subject: Zoning Map Amendment for 2020 Chapala Street [Ordinance Introduction] (640.09)
Recommendation: That Council:

A. Approve the Zoning Map Amendment to change the zoning designation from O-R (Office Restricted) to C-G (Commercial General); B. Find that the project qualifies for an exemption from further environmental review under California Environmental Quality Act (CEQA) Guidelines Section 15305, Minor Alterations in Land Use Limitations; C. Find that the C-G zoning classification is consistent with the General Plan; and
D. Introduce and subsequently adopt, by reading of title only, an Ordinance of the Council of the City of Santa Barbara Amending the Sectional Zoning Map of the City of Santa Barbara, as Referenced in Santa Barbara Municipal Code Title APX, Section SM.010, pertaining to Assessor Parcel Number 025-311-023 located at 2020 Chapala Street.

REPORT FROM THE FINANCE COMMITTEE

GENERAL PUBLIC COMMENT

PULLED CONSENT ITEMS

CITY COUNCIL ADMINISTRATIVE AND ATTORNEY REPORTS
08/12/2025 Santa Barbara City Council Final Agenda Page 4

PUBLIC HEARING

QUASI-JUDICIAL RULES APPLY TO THE FOLLOWING AGENDA ITEM

COMMUNITY DEVELOPMENT DEPARTMENT

7. Subject: Appeal of Architectural Board of Review’s Approval of the 418 N.

Milpas Street and 915-923 E. Gutierrez Street Project (640.07) Recommendation: That Council:

A. Consider and deny Natasha Todorovic’s appeal of the Architectural Board of Review’s Project Design Approval of the 418 N. Milpas Street and 915- 923 E. Gutierrez Street Project, and make the findings set forth in the Council Agenda Report; and
B. Direct staff to return to Council with a Decision and Findings Resolution reflecting the outcome of the appeal.

COUNCIL AND STAFF COMMUNICATIONS

COUNCILMEMBER COMMITTEE ASSIGNMENT REPORTS AND ENGAGEMENTS

PUBLIC COMMENT (IF NECESSARY)

ADJOURNMENT

CITY OF SANTA BARBARA

FINANCE COMMITTEE MEETING

MEETING AGENDA
DATE: August 12, 2025 Eric Friedman, Chair
TIME: 12:00 PM Meagan Harmon, Vice Chair
PLACE: David Gebhard Public Meeting Room Wendy Santamaria 630 Garden Street
Kelly McAdoo Keith DeMartini
City Administrator Finance Director
Members of the public may participate in person or via Zoom. Zoom instructions are below.  Web: (Participation via Zoom) Register in advance for this webinar:
https://santabarbaraca-gov.zoom.us/webinar/register/WN_lfpG_ttsR-KaXLecK4x6SA Webinar ID: 814 6259 1350
Passcode: 395144
After registering, you will receive a confirmation email containing information about joining the webinar.
 Telephone: Dial 1-669-900-6833, Enter Webinar ID: 814 6259 1350 (press *9 to raise/lower hand; press *6 to mute/unmute) REMOTE PUBLIC COMMENT: Members of the public wishing to speak must “raise their hand” in the Zoom platform by selecting the virtual hand icon when their item is called. The keyboard shortcut for this is Alt+Y for Windows and Option+Y for Macs. City staff will activate the speaker’s microphone when the speaker’s name is called. The speaker will then need to unmute themselves.

The keyboard shortcut for this is Alt+M for Windows or Command-Shift-A for Macs.

For those who need accessibility accommodation in using the “raise hand” function and/or registering to participate in the Zoom session, please contact the Finance Department by 5:00 p.m. the day before the meeting for assistance. Additionally, a speaker may email [email protected] by 5:00 p.m. the day before a meeting, stating the item on which they wish to speak.

File Code No. 120.03
ITEM FOR CONSIDERATION:

Subject: Loan to Housing Authority for $3,500,000 for Development of Property Located at 400 West Carrillo Street
Recommendation:

That Finance Committee consider and recommend that City Council:

A. Introduce and subsequently adopt, by reading of title only, an Ordinance of the Council of the City of Santa Barbara Approving a Loan with the Housing Authority of the City of Santa Barbara in the Amount of $3,500,000 for Development of Real Property Located at 400 West Carrillo Street to Be Used for Permanent Affordable Housing, to Be Secured by a Deed of Trust and a 90-Year Affordability Control Covenant Imposed on Real Property and Authorizing the City Administrator to Execute Such Agreements, subject to approval as to form by the City Attorney; B. Adopt, by reading of title only, a Resolution of the Council of the City of Santa Barbara Amending Resolution No. 25-066 Adopting the Budget for Fiscal Year 2026, to Approve an Increase in Fiscal Year 2026 Expenditure Appropriations in the Local Housing Trust Fund (LHTF) in the Amount of $3,500,000 to Fund a Loan Agreement with the Housing Authority of the City of Santa Barbara for Development of Real Property Located at 400 West Carrillo Street; and
C. Authorize the City Administrator to execute amendments to the Project Agreement between the City and Housing Authority of the City of Santa Barbara necessary or convenient to implement the revised project financing, in a form approved by the City Attorney.

CITY OF SANTA BARBARA

FINANCE COMMITTEE AGENDA REPORT
AGENDA DATE: August 12, 2025
TO: Finance Committee
FROM: Housing and Human Services Division, City Administrator’s Office SUBJECT: Loan to Housing Authority for $3,500,000 for Development of Property Located at 400 West Carrillo Street
RECOMMENDATION: That Finance Committee consider and recommend that City Council:

A. Introduce and subsequently adopt, by reading of title only, an Ordinance of the Council of the City of Santa Barbara Approving a Loan with the Housing Authority of the City of Santa Barbara in the Amount of $3,500,000 for Development of Real Property Located at 400 West Carrillo Street to Be Used for Permanent Affordable Housing, to Be Secured by a Deed of Trust and a 90-Year Affordability Control Covenant Imposed on Real Property and Authorizing the City Administrator to Execute Such Agreements, subject to approval as to form by the City Attorney; B. Adopt, by reading of title only, a Resolution of the Council of the City of Santa Barbara Amending Resolution No. 25-066 Adopting the Budget for Fiscal Year 2026, to Approve an Increase in Fiscal Year 2026 Expenditure Appropriations in the Local Housing Trust Fund (LHTF) in the Amount of $3,500,000 to Fund a Loan Agreement with the Housing Authority of the City of Santa Barbara for Development of Real Property Located at 400 West Carrillo Street; and C. Authorize the City Administrator to execute amendments to the Project Agreement between the City and Housing Authority of the City of Santa Barbara necessary or convenient to implement the revised project financing, in a form approved by the City Attorney.

EXECUTIVE SUMMARY:

The Housing Authority of the City of Santa Barbara (HACSB) was created as a political arm by the Santa Barbara City Council in 1969 with a mission of creating safe, affordable, and quality housing opportunities for families and individuals while promoting selfAgenda Item No. 1 File Code No. 120.03
Finance Committee Agenda Report
Loan to Housing Authority for $3,500,000 for Development of Property Located at 400 West Carrillo Street
August 12, 2025

sufficiency and neighborhood revitalization. For over 50 years, HACSB has been a valuable City partner, serving as both an award-winning affordable housing developer and operator in the Santa Barbara community. The agency provides much-needed affordable housing opportunities for lower-income households. HACSB is seeking $3,500,000 in loan funding from the City to develop property located at 400 W. Carrillo Boulevard to provide 63 total units of permanent affordable housing for 7 Low-Income and 55 Moderate-Income households along with an onsite resident manager.

DISCUSSION:

Background
Property
In 2019, the City Council directed staff to work with HACSB in pursuit of a workforce housing project on the City’s Carrillo Commuter Parking Lot (“Commuter Lot”). The Council established the project priority to provide affordable rental housing for moderateincome households, i.e., households with incomes between 80% to 160% Area Median Income (AMI), adjusted by household size, applicable to Santa Barbara County as defined in California Health and Safety Code Section 50093 and published annually pursuant to Title 25 of the California Code of Regulations, Section 6932 (or its successor provision) by the California Department of Housing and Community Development.

On September 21, 2021, the City Council approved a Project Agreement that established the mutual commitments of the City and HACSB for development of the project, including deeding the Commuter Lot to HACSB as the City’s financial contribution, subject to a recorded 90-year affordability covenant. At the time, it was contemplated that the major project financing would be provided by a private party and that HACSB would subsequently convey the property to an Owner Entity, subject to the City’s right of first refusal to repurchase the property. After approval of the Project Agreement, HACSB obtained land use entitlements for the project. The Planning Commission approved the project on August 10, 2023, and the Council approved the Development Agreement for the project on September 26, 2023.

Project
Jacaranda Court (Project) will consist of 63 newly constructed units within a three- and four-story building, on a previous city-owned 1.1-acre lot located at 400 W. Carrillo Street, in the City of Santa Barbara. Of the 63 units, 7 will serve Low-Income household (with Project-based Section 8 vouchers approved), 55 units will serve Moderate-Income households, and there is one unit for an onsite resident manager. Four units will be mobility units, and 2 units will provide communications features for hearing and visually impaired tenants. The Project provides 21 studio, 37 one-bedroom, and 5 two-bedroom units. Parking will be provided on-grade, with sixty-three vehicular parking spaces, 33 EV charging spaces, 4 accessible parking spaces (2 standard accessible, 1 van accessible, Finance Committee Agenda Report
Loan to Housing Authority for $3,500,000 for Development of Property Located at 400 West Carrillo Street
August 12, 2025

and 1 EV van accessible) and 63 bicycle parking spaces with one additional bicycle parking space designated for visitors. The site will provide stairs and an elevator. There will be onsite new terraced landscaping. The project also includes a lobby and community room, and substantial courtyard outdoor spaces.

Funding Request
The Housing Authority had been working with a private fund investor who was anticipated to provide all of the financing for this project. Unfortunately, with the passage of time and changing market conditions, this investor was not able to proceed. Housing Authority staff have explored different financing arrangements and believe that the financing structure shown below is the best alternative for this project.

Project Financing Summary
Project Costs:

Land Costs $7,750,000
Direct Construction Costs 27,872,000
Developer Contingency 2,000,000
In-lieu Parking Income - City 45,000
Soft Costs 1,800,000
Senior Loan Interest Reserve 2,163,392
Loan/Bond Origination Fees/Costs 1,251,000
B-Bonds Interest Reserve (during construction) 1,080,000 Developer Fee 900,000
Total: $44,861,392
Project Financing:

Permanent Loan $17,560,000
Subordinate Loan 6,750,000
REAP 2.0 Grant 392,000
Deferred Developer Fee 900,000
City Land Donation 7,750,000
City of Santa Barbara Loan 3,500,000
Housing Authority Equity __ 8,009,392
Total: $44,861,392
The total cost per unit is $712,086. Under the proposed financing, it will cost the City $178,571 per unit (including the land donation), which is 25 percent of the total cost of building a new unit in the project.

City Loan
If approved, the proposed $3,500,000 City loan will have a 30-year term at three percent simple interest with a maturity date in 2055. Payments on the loan will be due on a Finance Committee Agenda Report
Loan to Housing Authority for $3,500,000 for Development of Property Located at 400 West Carrillo Street
August 12, 2025

residual-receipts basis, meaning no payments will be due unless the net income of the project, after payment of necessary operating expenses and debt service, is sufficient to support such payments.

Long-Term Affordability
As a condition for the City’s contribution of the land and $3.5 million subsidy, a City Affordability Control Covenant Imposed on Real Property (covenant) will be recorded concurrently with the loan documents, requiring that the project remains affordable for 90 years. The City has agreed with HACSB rent limits for this project that are not in accordance with the City’s Affordable Housing Policy and Procedures and will be subject to annual increases at amounts in line with market conditions. There will also be no utility allowances.

Due to the private fund investor not being able to continue to finance this project, HACSB restructured the affordability levels and removed the originally proposed Middle-Income units. Therefore, there will now be 7 units restricted to tenancies by Low-Income households with incomes at or below 80 percent AMI and 55 units restricted to tenancies by Moderate-Income households with incomes at or below 120 percent AMI.

Amendments to Project Agreement
The Project Agreement includes a number of provisions unique to the financing structure initially contemplated, including many references to a separate “Owner Entity,” which would finance, own, and develop the project, subject to HACSB management of the units after construction. HACSB is no longer pursuing this development option for the reasons stated earlier in this report. Therefore, technical amendments to the Project Agreement are necessary to delete provisions relating to an “Owner Entity” and to make other changes to reflect the City’s loan. Counsel for HACSB is working with the City Attorney’s Office on the amendments. Council’s approval of the staff recommendation would authorize the City Administrator to execute amendments to the Project Agreement necessary or convenient to implement the revised project financing, in a form approved by the City Attorney.

Conclusion
Staff supports the proposed loan request because this project would contribute to the City’s goals as outlined in the City’s General Plan 2023–2031 Housing Element, specifically Goal 2 – Prioritize Affordable Housing, Policy 2.1, which states, “Encourage and provide development opportunities and incentives to increase production of affordable housing.”
The Housing Authority has an excellent record of providing successful, innovative, and aesthetically pleasing projects that provide permanent housing opportunities to community members who would otherwise be unable to secure affordable housing.

Their agency has been a valuable partner with the City on many projects in the past and has delivered exceptional projects on time and within budget for well over 50 Finance Committee Agenda Report
Loan to Housing Authority for $3,500,000 for Development of Property Located at 400 West Carrillo Street
August 12, 2025

years.

Staff requests that the Finance Committee recommend that City Council approve the $3,500,000 loan to develop the property located at 400 West Carrillo Street and assist HACSB in providing valuable and much-needed permanent affordable housing units to Low- and Moderate-Income households that are considered underserved “workforce” housing in our community.

BUDGET/FINANCIAL INFORMATION:

Funding for the proposed $3,500,000 City loan will come from the LHTF reserves, which have sufficient funds to support this request. If the loan is approved, approximately $500,000 will remain in the LHTF after accounting for existing commitments and funds reserved for operating costs.

The $3,500,000 revenue was appropriated in the LHTF during the FY2026 budget process - $1,500,000 was approved to be transferred from the General Fund to the LHTF from the recently passed Measure I sales tax measure, and $2,000,000 was approved to be transferred from General Fund Reserves to the LHTF. The total Measure I sales tax revenue projection for FY2026 is $15.1 Million. At this time, the City has not received the first quarterly report from the California Department of Tax and Fee Administration (CDTFA), the State agency charged with administering sales tax, regarding Measure I sales tax revenues collected. Appropriating and spending $1.5 Million of Measure I sales tax revenues represents 10% of the annual budget for Measure I. Measure I was also appropriated to fund existing essential services of the General Fund, including police officers, fire fighters, parks and recreation staff, library staff and existing homeless service contracts. If Measure I revenues fall short of the $15.1 Million projection, inadequate Measure I funding will be available to fund these essential services, requiring General Fund reserves to fund those costs.

Staff is currently projecting that General Fund reserves will be below the required 25% policy target by $4.6 Million by the end of FY2025. The adopted budget for FY2026 calls for a use of General Fund Reserves of $6.0 Million, resulting in a lower reserve position by the end of FY2026. Actual General Fund reserves below the 25% City Council policy target level places additional pressure to increase revenues or control expenditures this fiscal year and future fiscal years to be able to balance the General Fund operating budget.

ATTACHMENTS: 1. HACSB’s Request Letter

2. Draft Ordinance

3. Draft Resolution
PREPARED BY: Laura Dubbels, Housing and Human Services Manager APPROVED BY: Kelly McAdoo, City Administrator
July 11, 2025
Ms. Kelly McAdoo, City Administrator
Mr. Keith DeMartini, Finance Director
City of Santa Barbara
735 Anacapa Street
Santa Barbara, CA 93101
RE: $3.5 MILLION FUNDING REQUEST FOR DEVELOPMENT OF JACARANDA COURT, 400 W. CARRILLO STREET,

SANTA BARBARA
Dear Kelly and Keith:

On behalf of the Housing Authority, I am writing to request $3.5 million in City funding to help close the final financing gap for the Jacaranda Court 100% deed restricted affordable housing development at the City-owned former Carrillo Castillo parking lot located at 400 West Carrillo Street.

As you know, the Housing Authority and the City have been working together for several years to develop a new housing project on the 1.1-acre lot. In 2019, the City Council provided approval for Authority staff to work with City staff to determine the feasibility of developing this parcel with rental housing for “missing middle” households. In April 2020, a Memorandum of Understanding was executed between the City and the Housing Authority to memorialize this intent. In September 2023, the City Council and Authority Commission approved a development agreement for the project. Under the terms of the development agreement, the City will donate the site for the purposes of creating this housing complex. The project now has final design approval and entitlements and is anticipated to be permit-ready in the next few months.

The Project will provide 63 new rental apartments in a 3- and 4-story building. There will be 7 units restricted to low income households (80% of area median income (AMI) and below) with Project-Based Section 8 Vouchers already approved. The remaining units will be for moderate income households (residents earning incomes ranging from 80 to 120% of AMI) except that one unit will be an onsite manager apartment. The overall unit mix will be: 21 studios, 37 one-bedroom units and 5 two-bedroom units. At-grade parking will be provided for 63 vehicles. This is a vibrant and well-located property, walking distance to downtown’s State Street, with substantial retail and service amenities. It has excellent transportation access to the bus system along both Castillo Street and Carrillo Street and is a short distance from the Carrillo 101 Freeway on/off-ramp.

Development Timeline:

Following is a preliminary estimate of the development timeline:
• Today – The development is fully entitled through the City (i.e. discretionary approvals and project design approval) and we are working through the third round of plan check comments. The senior loan and subordinate bond provider have been identified and we have commenced the due diligence/closing process with these funders.

Attachment 1
Funding request letter to the City of Santa Barbara for Jacaranda Court July 11, 2025

• September/October 2025 – Close funding transaction and commence construction. McCarthy Companies has been selected as the general contractor. Construction is estimated to take 20 months.
• October 2027 – Completion of Construction and Full Occupancy Table 1 below depicts our estimated Sources and Uses for the Development. Total project costs are estimated to be $44.9 million with direct construction costs estimated to be almost $30 million. (This number has now been substantiated from our general contractor’s bid process).

Table 1: Jacaranda Court – Proposed Sources and Uses
This shows permanent sources. A construction loan will be arranged to finance the interim construction of the development.

Net Rentable
Sources: Amount Per Unit PSF
Permanent Loan $ 17,560,000 $ 278,730 $ 339
Subordinate Loan $ 6,750,000 $ 107,143 $ 130
REAP 2.0 Grant $ 392,000 $ 6,222 $ 8
Deferred Developer Fee $ 900,000 $ 14,286 $ 17
Land Donation $ 7,750,000 $ 123,016 $ 150
City Residual Receipts Loan $ 3,500,000 $ 55,556 $ 68
Housing Authority Equity $ 8,009,392 $ 127,133 $ 155
Total Sources of Funds $ 44,861,392 $ 712,086 $ 867
Uses:

Land Cost $ 7,750,000 $ 123,016 $ 150
Direct Construction Costs $ 27,872,000 $ 442,413 $ 539
Developer Contingency $ 2,000,000 $ 31,746 $ 39
In-lieu Parking Income - City $ 45,000 $ 714 $ 1
Soft Costs $ 1,800,000 $ 28,571 $ 35
Senior Loan Interest Reserve $ 2,163,392 $ 34,340 $ 42
Loan/Bond Origination Fees/Costs* $ 1,251,000 $ 19,857 $ 24 B-Bonds Interest Reserve* $ 1,080,000 $ 17,143 $ 21
Developer Fee $ 900,000 $ 14,286 $ 17
Total Uses of Funds $ 44,861,392 $ 712,086 $ 867
*during construction
Funding request letter to the City of Santa Barbara for Jacaranda Court July 11, 2025

The Housing Authority had been working with a private fund investor who was anticipated to provide all of the financing for this project. Unfortunately, with the passage of time and the changing of market conditions, this investor was not able to proceed. Housing Authority staff have explored different financing arrangements and believe that the structure shown above is the best alternative for this project. While it necessitates a further $3.5 million contribution from the City, you can take comfort in the fact that it also requires an $8 million equity commitment from the Housing Authority.

Thank you for your consideration of this funding request.

Sincerely,
Rob Fredericks
Executive Director/CEO
cc: Laura Dubbels
Dale Fathe-Aazam
ATTACHMENT 2
ORDINANCE NO._____________

AN ORDINANCE OF THE COUNCIL OF THE CITY OF

SANTA BARBARA APPROVING A LOAN WITH THE

HOUSING AUTHORITY OF THE CITY OF SANTA
BARBARA IN THE AMOUNT OF $3,500,000 FOR

DEVELOPMENT OF THE REAL PROPERTY LOCATED
AT 400 WEST CARRILLO STREET TO BE USED FOR

PERMANENT AFFORDABLE HOUSING, TO BE
SECURED BY A DEED OF TRUST AND A 90-YEAR

AFFORDABILITY CONTROL COVENANT IMPOSED ON

REAL PROPERTY AND AUTHORIZING THE CITY

ADMINISTRATOR TO EXECUTE SUCH AGREEMENTS,

SUBJECT TO APPROVAL AS TO FORM BY THE CITY

ATTORNEY
WHEREAS, the Housing Authority of the City of Santa Barbara (“Housing Authority”) is developing real property commonly known as 400 West Carrillo Street in the City of Santa Barbara ("Property); and
WHEREAS, the Property will be developed with 63 new rental apartments with 7 units restricted for rent to low-income households (80% of area median income and below) and the remaining units restricted for rent to moderate income households (80 – 120% of area median income, except for one onsite manager apartment, pursuant to a Project Agreement dated October 6, 2021, and a Development Agreement dated November 23, 2023, between the City and the Housing Authority; and WHEREAS, by minute action on August 12, 2025, the City Council authorized certain amendments to the Project Agreement and introduced this ordinance to approve a 30-year loan in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000), from the City’s Local Housing Trust Fund ("City Loan"), secured by a deed of trust and a ninety-year affordability control covenant; and WHEREAS, the City Loan City loan will have a 30-year term at three percent simple interest with a maturity date in 2055. Payments on the loan will be due on a ATTACHMENT 2
residual-receipts basis, meaning no payments will be due unless the net income of the project, after payment of necessary operating expenses and debt service, is sufficient to support such payments;
WHEREAS, in consideration of the City’s commitments under the Project Agreement and Development Agreement and in exchange for the City Loan, Housing Authority and City agree to record an Affordability Control Covenant imposed on Real Property restricting the rental of the Property to Permanent Affordable Housing ("Covenant") for a total of 90 years; and
WHEREAS, the City Administrator and City Attorney are authorized and directed to prepare a loan agreement, deed of trust, and covenant to implement this ordinance

THE COUNCIL OF THE CITY OF SANTA BARBARA DOES ORDAIN AS FOLLOWS:

In accordance with the provisions of Section 521 of the Charter of the City of Santa Barbara, an Ordinance of the Council of the City of Santa Barbara approving the City Loan and authorizing the City Administrator to execute a loan agreement, Deed of Trust and Covenant, all in a form approved by the City Attorney, and further authorizing the City Administrator to execute such further documents and agreements necessary or convenient to implement the ordinance, all in a form approved by the City Attorney, is hereby approved.

RESOLUTION NO. __________

A RESOLUTION OF THE COUNCIL OF THE CITY OF
SANTA BARBARA AMENDING RESOLUTION NO. 25-066,
ADOPTING THE BUDGET FOR FISCAL YEAR 2026, TO
APPROVE AN INCREASE IN FISCAL YEAR 2026

EXPENDITURE APPROPRIATIONS IN THE LOCAL

HOUSING TRUST FUND (LHTF) IN THE AMOUNT OF
$3,500,000 TO FUND A LOAN AGREEMENT WITH THE

HOUSING AUTHORITY OF THE CITY OF SANTA

BARBARA FOR DEVELOPMENT OF REAL PROPERTY
LOCATED AT 400 WEST CARRILLO STREET
WHEREAS, in accordance with the City Charter, the City Administrator filed with the Council a proposed budget for the fiscal year beginning July 1, 2025; WHEREAS, the City Council is required to adopt a budget before the beginning of the fiscal year on July 1, 2025;
WHEREAS, the City Charter provides that at any public meeting after the adoption of the budget, the City Council may amend or supplement the budget by motion adopted by the affirmative votes of at least a majority of the total members of the City Council; and WHEREAS, as authorized by Resolution No. 25-066, this Resolution approves the amendment to the budget as provided herein
NOW, THEREFORE, be it resolved by the Council of the City of Santa Barbara that in accordance with the provisions of Section 1205 of the City Charter, the budget for the fiscal year 2026, as adopted by Resolution No. 25-066, is hereby amended as follows:

1. The Council approves of the increase in expenditure appropriation of $3.500,000 in the Fiscal Year 2026 Local Housing Trust Fund budget for the loan agreement with the Housing Authority of the City of Santa Barbara for development of real property located at 400 West Carrillo Street.

Agenda Item No. 1
File Code No. 120.04

CITY OF SANTA BARBARA

COUNCIL AGENDA REPORT
AGENDA DATE: August 12, 2025
TO: Mayor and Councilmembers
FROM: Waterfront Department
SUBJECT: Amendment to Title 17 of the Santa Barbara Municipal Code Pertaining to Transfer of Slip Permits in the Santa Barbara Harbor [Ordinance Introduction]
RECOMMENDATION:

That City Council introduce and subsequently adopt, by reading of title only, an Ordinance of the Council of the City of Santa Barbara Amending the Santa Barbara Municipal Code (“SBMC”) by Adding Section to 17.20.005 Relating to Transfer of Slip Permits in the Santa Barbara Harbor.

BACKGROUND:

Since 1987, the north end of the Cabrillo Landing dock area of the Santa Barbara Harbor has been operated by the California Sea Urchin Commission (CSUC), Santa Barbara Chapter, to berth nine commercial fishing vessels under a license agreement with the Waterfront Department.

The latest license agreement expired on August 31, 2024, and it is currently in holdover status. Following several meetings between CSUC representatives, the Harbor Commission Commercial Fishing Workgroup, and Waterfront staff, it was determined and subsequently recommended by the Harbor Commission at the March 20, 2025 Regular Harbor Commission Meeting to forego continuation of a license agreement and designate the nine slips as commercial fishing slips, to be governed under the Commercial Fishing Policy as Slip Permits, and as part of this process, deem these nine commercial slips nontransferable.

DISCUSSION:

The nine commercial fishing slips will be integrated into the current Commercial Fishing Policy, allowing eligible permittees to operate under the standard policy regulating commercial fishing slip permits.

Agenda Item No. 2
File Code No. 570.03
Council Agenda Report
Amendment to Title 17 of the Santa Barbara Municipal Code Pertaining to Transfer of Slip Permits in the Santa Barbara Harbor [Ordinance Introduction] August 12, 2025

The Cabrillo Landing location has been a critical resource for commercial fishing operations. However, recent evaluations have indicated that integrating these slips into the Commercial Fishing Policy could improve commercial fishing activities, provide opportunity for dock space to seasoned and new commercial fishers, and ensure compliance with current regulatory standards in the Santa Barbara Harbor.

The nine commercial fishing slip permits will be deemed as non-transferable, meaning they cannot be sold or transferred to another party. Should a slip permittee surrender their slip permit, it will be assigned to another eligible commercial fishing boat owner via the Commercial Fishing Slip Lottery, ensuring equitable access for all qualified applicants.

Slip permits received from the Commercial Fishing Slip Lottery do not pay a transfer fee to the Waterfront Department.

CONCLUSION:

The proposed amendment to the Municipal Code aims to promote sustainable commercial fishing practices and support commercial fishers in the Santa Barabara Harbor. Through this process, the Waterfront Department aims to enhance the viability of commercial fishing operations in the harbor. This proposal was reviewed and recommended for City Council approval at the August 5, 2025 Ordinance Committee Meeting.

BUDGET/FINANCIAL INFORMATION:

The license revenue impacts have been incorporated into the Fiscal Year 2025 revenue in the Waterfront’s operating budget.

PREPARED BY: Cesar Barrios, Waterfront Business Manager SUBMITTED BY: Mike Wiltshire, Waterfront Director
APPROVED BY: Kelly McAdoo, City Administrator

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1 ORDINANCE NO. _______

AN ORDINANCE OF THE COUNCIL OF THE CITY OF

SANTA BARBARA AMENDING THE SANTA
BARBARA MUNICIPAL CODE (“SBMC”) BY ADDING
SECTION TO 17.20.005 RELATING TO TRANSFER

OF SLIP PERMITS IN THE SANTA BARBARA
HARBOR

THE CITY COUNCIL OF THE CITY OF SANTA BARBARA DOES ORDAIN AS FOLLOWS:

SECTION 1. Chapter 17.20 of Title 17 of the Santa Barbara Municipal Code is amended to read as follows:

17.20.005. Slip Assignment Policy.

A. Purpose.

1. Generally. The purpose of the Slip Assignment Policy is to provide regulations for the primary purpose of the Harbor, which is to provide in-water storage for commercial and recreational vessels actively used for their intended purpose.

2. Limited Secondary Use. As a limited secondary use, a slip permittee may be permitted to reside aboard a vessel by obtaining a permit from the Waterfront Department pursuant to the Santa Barbara Municipal Code.

B. Slip permits.

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2 1. Slip Permit. Before any vessel is allowed in a slip in the Santa Barbara Harbor, a permit must be issued pursuant to the Santa Barbara Municipal Code for that vessel by the Waterfront Department. Slip Permits, as approved by the Waterfront Director, shall be revocable month-to-month licenses. Slip permittees shall comply with applicable ordinances and resolutions, including fee provisions, adopted by the Santa Barbara City Council. No such Slip Permit shall be transferable after death of the slip permittee or by inheritance. A Slip Permit may, however, be assigned to a deceased slip permittee's surviving spouse or domestic partner registered with the City Clerk in accordance with Chapter 9.135 of the Santa Barbara Municipal Code pursuant to Section

17.20.005.D.2.b herein.

2. Ownership of Vessel Required. A slip permittee must at all times have an equity ownership interest in the vessel assigned to the Slip Permit. a. Proof of Ownership Required. An equity ownership interest in a vessel must be established at the time a Slip Permit is issued to a slip permittee or transferred in accordance with Section 17.20.005.D herein by submitting any of the following documents to the Waterfront Department: (i) state vessel registration listing the prospective slip permittee as an owner; (ii) federal documentation listing the prospective slip permittee as an owner; or (iii) a notarized bill of sale in the name of the prospective slip permittee. If proof of vessel ownership is a notarized bill of sale, a fully completed state registration or federal documentation with all slip permittees listed as vessel owners must be submitted to the Waterfront Department within 90 days of the submittal of the Slip Permit application. If completed state registration or federal documentation is not

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3 submitted to the Waterfront Department within 90 days of submittal of the Slip Permit application, the Slip Permit shall be subject to termination in accordance with the Slip Permit termination procedures set forth in Section 17.20.005 herein. b. Permitted Types of Ownership. Corporations, limited liability corporations, partnerships, non-profit organizations, trusts, governmental agencies or individuals may own vessels. If a vessel is owned by an entity other than an individual, non- profit organization or governmental agency, the Slip Permit applicant(s) or slip permittee(s) must submit to the Waterfront Department documentation satisfactory to the Waterfront Directory establishing that the person(s) signing the Slip Permit has the full legal authority to bind the entity and hold it fully responsible for the Slip Permit. If the vessel is owned by a governmental agency or non-profit organization, the agency or organization must designate in writing a representative from the agency or organization who will be responsible for all aspects of the Slip Permit. Changing the name of the person so designated shall require payment of a slip transfer fee pursuant to Section

17.20.005.D herein, unless waived by the Waterfront Director. Slip permittees shall be responsible for keeping their current mailing address on file with the Waterfront Department. Failure to do so shall relieve the Waterfront Department from all responsibility to notify the slip permittees of changes to this code or applicable rules and regulations.

3. Replacement Vessel. If the vessel assigned to the Slip Permit is sold, donated, stolen, destroyed or otherwise permanently removed from its Slip, its owner must notify the Waterfront Department within 15 days of such event. The slip permittee

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4 must place a replacement vessel in the Slip assigned to the slip permittee within 180 days after the occurrence of the event causing the removal of the vessel assigned to the Slip Permit, unless granted a written exemption from the Waterfront Director. Failure of timely reporting of a sold, donated, stolen, destroyed or otherwise permanently removed vessel, or timely assignment of a replacement vessel, shall be grounds for termination of the Slip Permit.

4. Slip Fees. The slip permittee shall pay one month's Slip Fee, in advance, plus applicable fees and deposits when the Slip Permit application is submitted to the Waterfront Department. Slip Fees shall be established by resolution of the City Council.

5. Commercial Fishing and Aquaculture. The City Council may by resolution establish exclusive or preferential uses within all, or within certain areas of, the Harbor for use by vessels employed in commercial fishing and/or aquaculture. For purposes of this section, a commercial fishing vessel or vessel employed in aquaculture is a vessel in use pursuant to a valid and current commercial fishing or aquaculture permit issued by the California Department of Fish and Game. Such a vessel shall be a continuing source of income pursuant to the appropriate California permits, in accord with regulations adopted from time to time by resolution of the City Council.

6. Sub-License. It is unlawful for any person issued a Slip Permit to rent (whether or not compensation is paid or other value is received) the Slip Permit to any other person or entity.

C. Slip waiting lists.

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5 1. Master Waiting List. The waiting list for the assignment of Harbor marina slips, as created by City Council Ordinance, is renamed the "Master Waiting List." The Master Waiting List is divided into categories according to slip length. Applicants on the Master Waiting List have designated a category of slip length from which they seek a slip assignment. Applicants may not change their designated category of slip length and no new applicants shall be added to the Master Waiting List. a. Procedure for Slip Assignment to Master Waiting List Applicants.

When a slip becomes available, it shall be offered for assignment according to whether the slip is a designated commercial fishing slip or whether it can be utilized for either commercial or recreational purposes. For purposes of this section, commercial fishing slip means a slip that is specially designated by the Waterfront Director as a slip reserved for qualified commercial fishermen ("Commercial Fishing Slip"). If the slip is designated as a Commercial Fishing Slip, it shall be assigned according to subsection C.5 herein to a qualified commercial fisherman. If it is not so designated, it shall be offered for assignment to the applicant in the slip-length category of the available slip with the earliest chronological application date on the Master Waiting List. The available slip shall be offered to each applicant in turn on the Master Waiting List within the slip-length category of the available slip until the slip is either accepted by an applicant or declined by all applicants for that slip- length category.
b. Procedure for Accepting or Declining a Slip Assignment Offer. i. Acceptance of Slip Assignment Offer. Notification of slip availability shall be mailed by the Waterfront Department to the applicant at the applicant's most

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6 recent address on file in the Waterfront Department. Acceptance of the slip assignment offer must be submitted by the applicant in writing to the Waterfront Department within 30 days of the date of mailing the notice of slip availability. ii. Completing Slip Assignment. An applicant who accepts a slip-permit offer shall have 90 days from the date of the offer to place a vessel in a designated slip and meet all associated requirements and obligations to complete that slip assignment, as described in this section.
iii. Declined Slip Offer. Failure of an applicant to accept a slip assignment offer within 30 days of the date of mailing of such offer by the Waterfront Department shall be considered a declined offer. Declining a slip offer will result in removal of the applicant's name from the List and in the loss of all fees paid by the applicant.
c. Unassigned Slips from the Master Waiting List. If an available slip is offered and declined by all applicants on the Master Waiting List registered for the sliplength category of the available slip, or if a slip-length category on the Master Waiting List is depleted of applicants, the slip shall be referred for assignment to a Sub- Master Waiting List in accordance with subsection C.2 herein.

2. Sub-Master Waiting List. All applicants in all slip-length categories on the Master Waiting List shall also be applicants on the Sub-Master Waiting List. The Sub-Master Waiting List shall be ordered chronologically, according to application date, and not divided into slip-length categories. The applicant on the Master Waiting List with the earliest chronological application date, regardless of designated slip-length category,

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7 shall be the first applicant on the Sub-Master List. The applicant on the Master Waiting List with the second earliest chronological application date shall be the second applicant on the Sub-Master List, and so on.
a. Procedure for Slip Assignment to Sub-Master Waiting List Applicants. A slip that becomes available for assignment to the Sub-Master Waiting List shall be offered to the first applicant on the Sub-Master Waiting List. If the slip offer is declined, it shall be offered to the second applicant on the List, and so on, until the slip is either accepted by an applicant or declined by all applicants on the Sub-Master List. b. Procedure for Accepting or Declining a Slip Assignment Offer. i. Acceptance of Slip Assignment Offer. Notification of slip availability shall be mailed by the Waterfront Department to the applicant at the applicant's most recent address on file in the Waterfront Department. Acceptance of the slip assignment offer must be submitted by the applicant in writing to the Waterfront Department within 14 days of the date of mailing the notice of slip availability. ii. Declined Slip Offer. Failure of an applicant to accept a slip assignment offer in writing within 14 days of the date of mailing of such offer by the Waterfront Department shall be considered a declined offer. Declining a slip offer from the Sub-Master List will not result in removal of the applicant's name from the Master or Sub-Master Waiting lists, loss of any fees paid, or change in the applicant's position on either List.

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8 c. Unassigned Slips from the Sub-Master Waiting List. If a slip assignment offer is declined by all applicants on the Sub-Master Waiting List, or if there are no applicants on the Sub-Master Waiting List, the slip shall be referred for assignment to a Lottery List in accordance with subsection C.3 herein.

3. Lottery List. Any slip that remains unassigned after being offered for assignment to the Master Waiting List and Sub-Master Waiting List, or if the Sub-Master Waiting List is depleted of applicants, shall be offered for assignment to a Lottery List.

The Lottery List shall be comprised of applicants selected by lot by the Harbor Commission Chair at a public meeting. Procedures for formation of the Lottery List shall be established by the Waterfront Department Slip Waiting Lists regulation adopted by resolution of the City Council.
a. Procedure for Placement on the Lottery List.
i. Qualification for Placement on the Lottery List. To qualify for placement on the Lottery List, all applicants must timely submit a Lottery List Participation Request in accordance with the Slip Waiting Lists regulation containing the applicant's name, telephone number and address. An individual may submit only one Lottery List Participation Request.
ii. Notification of Ranking and Potential Placement on Lottery List.

Within five business days after the Harbor Commission Lottery List drawing, the Waterfront Department shall mail notification to each applicant whose Lottery Participation Request was selected by the Harbor Commission of their ranking and potential placement on the Lottery List. Notification shall be provided by certified mail,

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9 return receipt requested, to the applicant at the address shown on the Lottery List Participation Request form. A Lottery List Acceptance Form shall accompany the notification. Applicants not selected for ranking in the Lottery List drawing shall be notified in writing that their Lottery List Participation Request was not selected. The Waterfront Department shall discard the Lottery List Participation Requests not selected. iii. Procedure to Accept Placement on the Lottery List. (A) Within 30 days of the date of mailing notification of Lottery List rankings, selected applicants ranked numbers one through 50 shall return the completed Lottery List Acceptance Form and the Lottery List Placement Fee in an amount established by resolution of the City Council to the Waterfront Department. Any such applicant failing to return the Acceptance Form and Lottery List Placement Fee to the Waterfront Department within the required 30-day period shall not have a position on the Lottery List, and their Lottery Participation Request shall be discarded by the Waterfront Department.
(B) Should any applicant ranked numbers one through 50 fail timely return of the Lottery List Acceptance Form and the Lottery List Placement Fee, notification will be sent to the next-ranked applicant for potential placement on the Lottery List as provided by resolution of City Council. Any such applicant ranked numbers 51 through 70 offered potential placement on the Lottery List shall, within 14 days of the date of such mailing, return the completed Lottery List Acceptance Form and the Lottery List Placement Fee in an amount established by resolution of the City Council to the Waterfront Department. Any such applicant failing to return the Acceptance Form and

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10 Lottery List Placement Fee to the Waterfront Department within the required 14 day period shall not have a position on the Lottery List, and their Lottery Participation Request shall be discarded by the Waterfront Department.
b. Procedure for Slip Assignment to Lottery List Applicants. A slip that becomes available for assignment to the Lottery List shall be offered for assignment to applicants on the Lottery List according to their rank on the Lottery List. If a slip assignment offer is declined by all applicants on the Lottery List, the slip shall be held in the Waterfront Department's visitor slip inventory for a period of six months. After six months, the slip assignment shall be re-offered individually to applicants on the Lottery List in the same order as the slip assignment was initially offered. If the slip remains unassigned after the re-offer, the procedure shall be repeated every six months until the slip assignment offer is accepted.
c. Procedure for Accepting or Declining a Slip Assignment Offer from the Lottery List.
i. Acceptance of Slip Assignment Offer. Notification of slip availability shall be mailed by the Waterfront Department to the applicant at the applicant's most recent address on file in the Waterfront Department. Acceptance of the slip assignment offer must be submitted by the applicant in writing to the Waterfront Department within 14 days of the date of mailing the notice of slip availability. Acceptance must be submitted to the Waterfront Department in writing.
ii. An existing marina slip permittee, or spouse or legally registered domestic partner of a slip permittee, who is offered a slip assignment from the Lottery List

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11 shall relinquish an existing Slip Permit assigned to that permittee or that permittee's spouse or legally registered domestic partner to the Waterfront Department prior to, and as a condition for, an assignment from the Lottery List. iii. Declined Lottery List Assignment Offer. Failure of an applicant to accept a slip assignment offer in writing within 14 days of the date of mailing of such offer by the Waterfront Department shall be considered a declined offer. Declining a slip assignment offer will not result in removal of the applicant's name from the Lottery List, loss of the applicant's Lottery List Placement Fee, Lottery List Renewal Fee, or change in the applicant's position on the Lottery List.
d. Lottery List Eligibility. An applicant whose name is on the Master Slip Waiting List is not eligible for inclusion on the Lottery List.

4. Slip Waiting Lists Fees.
a. Master Waiting List Renewal Fee. An annual non-refundable Master Waiting List Renewal Fee in an amount established by resolution of the City Council shall be paid by each applicant on the Master Waiting List prior to the first day of November each year. Failure to timely pay the annual renewal fee shall cause removal of the applicant's name from the List.
b. Lottery List Placement Fee and Renewal Fee.
i. Lottery List Placement Fee. Each applicant selected for placement on the Lottery List shall return the Lottery List Acceptance Form along with a nonrefundable Lottery List Placement Fee in an amount established by resolution of the City

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12 Council. Failure to timely pay the Lottery List Placement Fee shall cause the applicant's name to not be placed on the Lottery List.
ii. Lottery List Renewal Fee. An annual non-refundable Lottery List Renewal Fee in an amount established by resolution of the City Council shall be paid prior to the first day of November each year. Failure to timely pay the annual Lottery List Renewal Fee shall cause removal of the applicant's name from the Lottery List. iii. Lottery List Assignment Fee. A Lottery List Assignment Fee shall be paid by the applicant at the time a Lottery List slip assignment is made in an amount established by resolution of the City Council. Failure to timely pay the Lottery List Assignment Fee shall be deemed a declined offer.
c. Slip Waiting Lists Transfer Fee.
i. Slip Waiting Lists Transfer Fee. Any slip permittee assigned a slip from either the Master Waiting List, Sub-Master Waiting List or Lottery List shall pay a Slip Waiting List Transfer Fee in an amount established by resolution of the City Council to transfer the slip within five years of the date of the slip assignment. After five years, a standard Slip Transfer Fee shall be paid in an amount established by resolution of the City Council. A slip transfer shall be accomplished in accordance with subsection D herein.
ii. Exemptions from Slip Waiting Lists Transfer Fee; Mooring Licensee Priority Assignment. Payment of the Slip Waiting Lists Transfer Fee shall not be required for the transfer of a Slip Permit by a slip permittee who obtained a permit to occupy a slip

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13 pursuant to a mooring licensee priority assignment as provided in the "Marina One and Four Expansion Slip Assignment Policy and Procedures" document. A standard Slip Transfer Fee is required.
iii. Hardship Waiver/Appeal. The Waterfront Department, Waterfront Director, Harbor Commission or City Council shall not accept or consider any slip permittee's appeal or request for a waiver from payment of the Slip Waiting Lists Transfer Fee.

5. Commercial Fishing/Aquaculture Slip Assignment. Commercial Fishing Slips shall be offered for assignment only to qualified commercial fishermen. Prior to assignment of a Commercial Fishing Slip from either the Master Waiting List, SubMaster Waiting List, or the Commercial Fishing Slip Lottery, a commercial fisherman must demonstrate to the satisfaction of the Waterfront Department that the commercial fisherman possesses the following minimum qualifications: (i) a commercial fishing or aquaculture permit issued by the California Department of Fish and Game; (ii) a Fish and Game permit for the vessel that is to be moored in the Commercial Fishing Slip as a commercial fishing vessel; and (iii) satisfaction of the terms and criteria to qualify as a qualified commercial fisherman, as established by City Council resolution, including the requirement for earnings from commercial fishing in years prior to the pending Commercial Fishing Slip assignment ("Qualified Commercial Fisherman"). a. Master Waiting List. Commercial Fishing Slips that become available for assignment to commercial fishermen on the Master Waiting List shall be offered for assignment to the commercial fisherman registered in the slip-length category of the

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14 available slip with the earliest chronological application date. If there are no commercial fishermen registered on the Master Waiting List in the slip-length category available, the slip shall be referred to the Sub-Master List.
i. Acceptance of Commercial Fishing Slip Assignment Offer. A Commercial Fishing Slip offered for assignment to a commercial fisherman from the Master Waiting List shall be accepted in accordance with the procedures for acceptance of a slip from the Master Waiting List set forth in paragraph 1.b.i. of this subsection C.

Prior to assignment of the Commercial Fishing Slip, the commercial fisherman must demonstrate to the satisfaction of the Waterfront Department that he or she is a Qualified Commercial Fisherman.
ii. Declined Slip Offers. Failure of an applicant to accept a slip assignment offer in writing within 30 days of the date of mailing of such offer by the Waterfront Department shall be considered a declined offer. Declining a Commercial Fishing Slip offer shall result in removal of the commercial fisherman's name from the Master Waiting List and loss of all fees paid by the commercial fisherman. b. Sub-Master Waiting List. Commercial fishermen registered for commercial slips on the Master Waiting List shall also be applicants on the Sub-Master Waiting List. The commercial fisherman registered for a commercial slip on the Master Waiting List with the earliest chronological application date shall be the first-ranked commercial fisherman on the Sub-Master List. If a commercial slip offer is declined by all commercial fishermen registered for commercial slips on the Sub- Master List, it shall be referred to the Commercial Fishing Slip Lottery process for assignment.

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15 i. Acceptance of Commercial Fishing Slip. A Commercial Fishing Slip offered for assignment to the Sub-Master Waiting List shall be accepted according to the procedures for acceptance of a slip from the Sub-Master Waiting List set forth in paragraph 2.b.i. of this subsection C. Prior to assignment of the Commercial Fishing Slip, the commercial fisherman must demonstrate to the satisfaction of the Waterfront Department that he or she is a Qualified Commercial Fisherman. ii. Declined Commercial Fishing Slip Offers. Failure of the applicant to accept the slip in writing within 14 days of the date of mailing of such offer by the Waterfront Department shall be considered a declined offer. Declining a slip offer will not result in the commercial fisherman's name being removed from the List, loss of the applicant's fees, or change in the applicant's position on the List. c. Commercial Fishing Slip Lottery. A Commercial Fishing Slip that remains unaccepted after being offered to all commercial fishermen registered for commercial slips on the Sub-Master List shall be offered for assignment according to a single lottery process called the Commercial Fishing Slip Lottery. Procedures for formation of the Commercial Fishing Slip Lottery shall be established by the Waterfront Department Slip Waiting Lists regulation adopted by resolution of the City Council. To qualify for participation in the Commercial Fishing Slip Lottery, all applicants must timely submit a Lottery Participation Request in accordance with the Slip Waiting Lists regulation containing the applicant's name, telephone number and address. An individual may submit only one Commercial Fishing Lottery List Participation Request. i. Procedure for Assignment from Commercial Fishing Slip Lottery.

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16 (A) Offer of Commercial Fishing Slip Assignment. A Commercial Fishing Slip that becomes available for assignment in accordance with the Slip Waiting Lists regulation shall be offered for assignment to an applicant according to his or her rank in the Commercial Fishing Slip Lottery. The applicant ranked in the first position shall be offered the available Commercial Fishing Slip. If the first-ranked applicant declines the offer or fails to meet the requirements for a Qualified Commercial Fisherman, the second-ranked applicant shall be offered the Commercial Fishing Slip assignment, and so on.
(B) Acceptance of Commercial Fishing Slip. Acceptance of the slip assignment offer must be made in writing and submitted to the Waterfront Department within 30 days of the date of mailing notice of slip availability. The acceptance form shall include the necessary information to verify qualification for a Commercial Fishing Slip.

Any applicant failing to submit the required information to verify eligibility, or any applicant failing to meet the eligibility requirements set forth in this paragraph 5 for a Qualified Commercial Fisherman, shall be removed from consideration for slip assignment during that Lottery.
(C) Declined Commercial Fishing Slip Offer. Failure of an applicant to accept the Commercial Fishing Slip assignment offer in writing within 30 days of the date of mailing of such offer by the Waterfront Department shall be considered a declined offer.

Declining a slip offer, or failing to meet the requirements for a Qualified Commercial Fisherman shall result in removal of the applicant's name for slip assignment in that Lottery.

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17 (D) An existing marina slip permittee who is offered a Commercial Fishing Slip assignment shall relinquish an existing slip permit to the Waterfront Department prior to, and in exchange for, a Commercial Fishing Slip assignment from the Commercial Fishing Slip Lottery.
ii. Unassigned Commercial Fishing Slips. If a Commercial Fishing Slip assignment offer is declined by all applicants selected in the Commercial Fishing Slip Lottery, or if no selected applicants meet the requirements of a Qualified Commercial Fisherman, the Commercial Fishing Slip shall be held in the Waterfront Department's visitor-slip inventory for a period of six months. After six months, the Commercial Fishing Slip assignment shall be offered to applicants in a new Commercial Fishing Slip Lottery.

If the Commercial Fishing Slip remains unassigned, this procedure shall be repeated every six months until the Commercial Fishing Slip is assigned.

D. Transfer of slip permits.

1. Procedure. The permittee of a slip may transfer the Slip Permit to a new or changed person upon the sale or transfer of an equity ownership interest in a vessel if all the following conditions are met:
a. A written application for the transfer of a Slip Permit is filed within 15 days after the sale or transfer of the equity ownership interest in the vessel. b. The slip permittee shall notify the Waterfront Department in writing within 15 days of the sale or transfer of an equity ownership interest, whether in whole or

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18 in part, of a vessel to an individual, entity, non-profit or governmental agency and specify if the Slip Permit is to be transferred or retained by the permittee. c. Every permittee must supply proof of ownership of a permitted vessel pursuant to the requirements of subsection B.2 of this section within 15 days of any change, in whole or in part, in the equity ownership of the vessel. d. The Transfer Fee or waiting list Transfer Fee and all other fees and deposits are paid in full within 15 days after the sale or transfer of interest, in whole or in part, of the vessel.
e. The owner must bring an operable vessel to the Administration Dock for verification of length and beam. If the vessel is not operable, the Waterfront Director may waive these requirements for not more than 90 days, solely for the purpose of repair. f. A slip permittee must be in good standing with the Waterfront Department at the time that the Slip Permit transfer application is submitted to the Waterfront Department. A slip permittee is in good standing with the Waterfront Department if, at the time of submittal of the Slip Permit transfer application, both of the following are true and correct: (i) all fees or charges owed to the Waterfront Department by the slip permittee have been paid in full; and (ii) the Waterfront Department has not issued a written notice to terminate the Slip Permit, whether such notice of termination has been received by the slip permittee or not.

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19 g. The nine (9) commercial fishing slip permits located at Cabrillo Landing shall be designated as non-transferable. No individual or entity shall be permitted to transfer, sell, or assign their rights to these slips to any other party.

In the event a Cabrillo Landing slip permit is terminated for any reason, the rights to the associated slip shall automatically revert back to the City.

Upon reversion of the slip to the City , the slip shall be reassigned through the Commercial Fishing Slip Lottery.

Only individuals or entities who meet the requirements set forth in the Commercial Fishing Policy shall be eligible to participate in the lottery for the reassignment of any of the nine slips.

2. Death of Slip Permittee.
a. Death of Sole Slip Permittee.
i. No Transfer of Slip Permit After Death. No Slip Permit may be transferred after the death of a sole slip permittee.
ii. Notification of Death. Not later than 30 days after the date established on the death certificate as the date of death of the slip permittee, the administrator or executor of the estate of the slip permittee shall notify the Waterfront Department in writing of the death. If such notification is not received by the Waterfront Department within 30 days of the date shown on the death certificate as the date of death, the Slip Permit shall be deemed to be terminated 60 days after such date. Upon termination of the Slip Permit, permission to berth shall be denied by the Waterfront

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20 Director, and the administrator or executor of the estate of the deceased slip permittee shall remove the vessel from the Harbor District immediately. Failure to immediately remove the vessel from the Harbor may, at the option of the Waterfront Director, result in the assessment of visitor fees at the visitor fee rate then in effect. iii. Removal of Vessel. If notification of death as required in paragraph ii above is received by the Waterfront Department, the estate of the deceased slip permittee may have a period of time not exceeding 120 days after the date established on the death certificate as the date of death of the slip permittee to remove the vessel from the slip. All regular Slip Fees are due and payable by the estate during this period. b. Death of Slip Permittee with Spouse or Registered Domestic Partner at Time of Death.
i. Assignment of Slip Permit After Death. Subject to compliance with the requirements below, a Slip Permit may be assigned to the surviving spouse or domestic partner (registered with the City Clerk in accordance with Chapter

9.135 of the Santa Barbara Municipal Code) of a slip permittee after the death of the slip permittee.
ii. Notification of Death. Not later than 30 days after the date established on the death certificate as the date of death of the slip permittee, the administrator or executor of the estate of the slip permittee or the slip permittee's surviving spouse or registered domestic partner shall notify the Waterfront Department in writing of the death of the slip permittee. The notification to the Waterfront Department shall also

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21 state whether the spouse or legally registered domestic partner seeks assignment of the Slip Permit. Assignment of the Slip Permit to the surviving spouse or registered domestic partner will be approved by the Waterfront Director only if: (A) the surviving spouse or registered domestic partner can satisfactorily demonstrate an equity ownership interest in the vessel as provided in subsection B of this section; and (B) either proof of marriage to the slip permittee at the time of the slip permittee's death is provided to the Waterfront Department or proof of registration on the domestic partnership list as the slip permittee's domestic partner at the time of the slip permittee's death is provided to the Waterfront Department. If notification is not received by the Waterfront Department within 30 days after the date established on the death certificate as the date of death of the slip permittee, or the surviving spouse or legally registered domestic partner does not qualify for assignment of the Slip Permit, the Slip Permit shall be deemed to be terminated 60 days after the date established on the death certificate as the date of death of the slip permittee.

Upon termination of the Slip Permit, permission to berth shall be denied by the Waterfront Director and the surviving spouse, registered domestic partner or estate of the deceased slip permittee shall remove the vessel from the Harbor District immediately. Failure to immediately remove the vessel from the Harbor may, at the option of the Waterfront Director, result in the assessment of visitor fees at the visitor fee rate then in effect. iii. Removal of Vessel. If notification of death as required in paragraph b.ii above is received by the Waterfront Department and the slip permittee's surviving spouse or registered domestic partner does not seek assignment of the Slip Permit, or does not qualify for assignment as provided herein, the estate of the deceased slip

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22 permittee, surviving spouse or registered domestic partner shall have a period of time not exceeding 120 days after the date established on the death certificate as the date of death of the slip permittee to remove the vessel from the slip. All regular Slip Fees are due and payable by the surviving spouse, registered domestic partner or estate of the deceased slip permittee during this period.
c. Death of Slip Permittee with Multiple Slip Permit Partners. i. Slip Permit Remains Valid. Upon the death of one of the slip permittee partners, subject to compliance with the requirements herein, a Slip Permit held by multiple Slip Permit partners remains valid in the names of the remaining Slip Permit partners.
ii. Notification of Death. Not later than 30 days after the date established on the death certificate as the date of death of the slip permittee, either the administrator or executor of the estate of the deceased slip permittee or the deceased slip permittee's surviving spouse or registered domestic partner or one of the remaining Slip Permit partners shall notify the Waterfront Department in writing of the death of the slip permittee. Such notification shall also state whether the spouse or registered domestic partner seeks assignment of the Slip Permit in the deceased slip permittee's partnership position or not. To become a Slip Permit partner, the surviving spouse or registered domestic partner must satisfy the requirements set forth in paragraph b.ii above.

E. Yacht brokerages.

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23 1. Definitions.

For the purpose of this section, "yacht brokerage" means a business entity that deals in the sale of vessels in compliance with applicable state, federal and local laws and regulations, and conducts the brokerage upon real property in the Harbor Area in accordance with a current and valid lease agreement with the City.

For the purpose of this section, "yacht brokerage slip" means any slip assigned to a yacht brokerage.

2. Number of Slips. No yacht brokerage may validly hold permits to more than 15 slips at any given time in the Santa Barbara Harbor. No more than 30 yacht brokerage slips shall be assigned at any time. Any assignments exceeding these limits are void.

3. Slip Assignments. Yacht brokerage slip assignments will be registered with the Waterfront Department and the appropriate fee paid. Yacht brokerage slip assignments shall not extend beyond one year. The Waterfront Director retains the discretion to assign vacated slips, temporarily cancelled slips, visitor slips, end ties and side ties as yacht brokerage slips.

4. No Overnight Stays. Use of any yacht brokerage slip for overnight stays is illegal at all times and under all circumstances, unless expressly authorized during emergencies by the Waterfront Director.

5. Payment. Yacht brokerages will pay full monthly rental rates when due to the City on all slips and will not charge slip rates in excess of that charged by the

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24 City in the current Resolution of the City Council establishing mooring and Slip Fees in the Santa Barbara Harbor.

F. Temporary cancellation.

1. Temporary Cancellation. A slip permittee may request temporary cancellation of the Slip Permit. The Waterfront Department may grant the request for temporary cancellation of a Slip Permit to a slip permittee desiring to take an extended cruise for a period of not less than 90 days. During the period of temporary cancellation, the permittee shall pay a reduced Slip Fee equivalent to 25% of the normal Slip Fee. In the event the permittee's vessel returns before expiration of the 90 days, the full monthly slip rate will be reinstated and shall be charged for the entire period of time that the permittee's vessel was absent from the Harbor.

2. Ownership of Vessel on Temporary Cancellation. A slip permittee must be and remain at all times an owner of the vessel registered to the Slip Permit that is issued temporary cancellation status by the Waterfront Department. Relinquishing ownership of the vessel for any reason shall be cause for termination of temporary status and reinstatement of the full monthly Slip Fees beginning on the date ownership of the vessel is relinquished. In the event that the vessel is destroyed by fire or other natural causes, reinstatement of monthly Slip Fees shall be determined by the Waterfront Director in his or her sole discretion.

3. Removal of Personal Belongings Prior to Temporary Cancellation.

Prior to beginning temporary cancellation status, all skiffs, kayaks, boat lines, fenders, dock steps and all other appurtenances or equipment must be removed from the slip

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25 berthing the vessel whose owner requests temporary cancellation and from the dock adjacent to the slip berthing the vessel whose owner requests temporary cancellation.

4. Temporary Cancellation Exceeding One Year. Slip permittees with vessels absent for more than one year on extended cruise shall advise the Waterfront Department if the slip permittee intends to continue on extended cruise status on or before the end of the one-year period and shall provide the Waterfront Director with proof of ownership of the vessel. Lack of annual notification or verification of vessel ownership is grounds for revoking temporary cancellation status.

G. Visitor slip assignments. The Waterfront Department retains the right to utilize vacant slips and slips with temporarily canceled Slip Permits for transient slip assignments. No more than 30 visitor slips, exclusive of temporary cancellations and end ties and side ties, shall be maintained for transient vessels.

H. Exchange of permits. Slip permittees utilizing comparably sized slips may exchange (trade) slips with one another upon approval of the Waterfront Director. A processing fee or the slip transfer fee shall be charged upon the exchange of permits as provided by City Council resolution. A permittee subject to the Waiting List Transfer Fee (see subsection C of this section) who exchanges a permit pursuant to this section shall remain subject to the Waiting List Transfer Fee. If the Waiting List Transfer Fee is charged following the exchange, it will be charged according to the fee applicable to the slip originally assigned. For purposes of the Waiting List Transfer Fee, the time the permittee holds the exchanged permit shall be added to the time the original permit was held. No exchanges will be permitted unless all rents, fees and deposits due are paid.

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26 I. Waterfront Director termination of slip permits. The Waterfront Director may terminate a Slip Permit upon 30 days prior written notice of termination (except for the longer notice period provided in paragraph 2 of this subsection) to the slip permittee for any of the following reasons:

1. Late Payment of Monthly Slip Fees. Monthly Slip Fees are due and payable on the first day of the month with or without receipt of billing, and monthly Slip Fees are delinquent after the 15th day of the month. After the 15th day of the month, a late charge, in an amount established by resolution of the City Council, will be assessed and added to the Slip Fees which are delinquent. Failure to pay monthly Slip Fees, together with all accumulated late charges, may result in termination of the Slip Permit.

Termination of a Slip Permit due to late payment of Slip Fees may also result in termination of a live- aboard permit that may have been issued to a slip permittee of the terminated Slip Permit.

2. Death of a Sole Slip Permittee. A Slip Permit shall terminate 60 days after the date of death of a slip permittee under circumstances where the slip permittee has no surviving spouse, registered domestic partner or Slip Permit partners at the time of death.

3. Failure to Meet Requirements for Commercial Fishing Earnings.

Failure of a person with a specially designated Commercial Fishing Slip Permit issued in accordance with subsection B of this section to meet the requirements for commercial fishing earnings, as such earnings requirement is established by resolution of the City Council, may result in termination of the Commercial Fishing Slip Permit.

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27 4. Failure to Maintain Berthed Vessel in Operable Condition. Failure of a slip permittee to continuously maintain a vessel berthed in a slip in an operable condition may result in termination of the Slip Permit.

5. Failure of Slip Permittee to Comply With Waterfront Department Rules and Regulations. A slip permittee's or slip permittee's guest, visitor or invitee's failure to comply with all applicable local, state and federal laws and all Waterfront Department Rules and Regulations may result in termination of the Slip Permit.

6. Failure of Slip Permittee or guests or invitees to comply with standards of health, safety and welfare in the use of slips, vessels and the Harbor.

J. Appeal. If the Waterfront Director terminates a Slip Permit, the slip permittee may request a waiver of the termination from the Waterfront Director. To request a waiver, the slip permittee must file a written waiver request setting forth the grounds upon which the waiver is requested with the Waterfront Director within 10 days of the date that the Slip Permit is terminated. If the Waterfront Director denies the waiver, the slip permittee may appeal the Waterfront Director's decision to the Harbor Commission. The appeal shall be filed in writing with the City Clerk within 10 days of the date of the Waterfront Director's decision. The Harbor Commission's decision on the appeal shall be final. If no waiver request is filed, the slip permittee may appeal the Waterfront Director's decision to terminate the Slip Permit to the Harbor Commission. The slip permittee must file a written appeal setting forth the grounds upon which the appeal is based with the City Clerk within 10 days of the date that the Slip Permit is terminated.

The Harbor Commission's decision on the appeal shall be final.

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28 K. Vessels in the harbor must be operable.

1. Vessels Assigned to a Slip Permit Must Be Maintained as Operable Vessels. Vessels assigned to a Slip Permit must be continuously maintained in an operable condition. If, at any time, based upon the appearance of the vessel, inspection by the Waterfront Director, or other facts, the Waterfront Director determines that a vessel is not operable, the Waterfront Director shall give notice to the slip permittee requiring the slip permittee to demonstrate that the vessel is operable within 15 days of the date of the notice. If the slip permittee does not demonstrate operability of the vessel within the 15- day period, the Slip Permit may be terminated and the vessel shall be removed from the Harbor.

Exception Vessels Not Operable. Vessels that had assigned slips in the Santa Barbara Harbor on September 9, 1980, and which, on that date, were not operable, shall be exempt from the operation of this section until transfer of the Slip Permit, after which time the operability is required.

2. Vessels in the Harbor Must Be Operable. Vessels in the Harbor must be continuously maintained as operable vessels. It is unlawful to berth a vessel in the Harbor that is not operable.

L. Issuance of slip permit after termination. A slip permittee whose Slip Permit is terminated as provided herein may not apply for another Slip Permit until one year after the date upon which the Slip Permit is terminated. The Waterfront Director shall have the sole discretion to decide whether to issue another Slip Permit or not. The Waterfront Director's decision shall be final.

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29 (Ord. 4757, 1992; Ord. 5023, 1997; Ord. 5109, 1999; Ord. 5140, 2000; Ord. 5206, 2001; Ord.5273, 2003; Ord. 5347, 2005; Ord. 5377, 2005; Ord. 5386, 2006; Ord. 5420, 2007; Ord. 5453, 2008; Ord. 5458, 2008; Ord. 5500, 2009; Ord. 5528, 2010; Ord. 5767, 2016; Ord. 5901, 2019; Ord. 6090, 2022; Ord. 6108, 2023)

CITY OF SANTA BARBARA

COUNCIL AGENDA REPORT
AGENDA DATE: August 12, 2025
TO: Mayor and Councilmembers
FROM: Waterfront Department
SUBJECT: Amending Waterfront Department Resolution No. 03-095 for Vessel Measurement and Size Restriction, and Amending Resolution 14-023 Establishing Slip Occupancy Policy to Include Nine Commercial Fishing Slips in the Santa Barbara Harbor [Resolution]
RECOMMENDATION: That Council:

A. Adopt, by reading of title only, a Resolution of the Council of the City of Santa Barbara Amending Resolution No. 03-095 Pertaining to the Regulation of Vessel Measurement and Size Restrictions in Santa Barbara Harbor; and
B. Adopt, by reading of title only, a Resolution of the Council of the City of Santa Barbara Amending Resolution No. 14-023 Establishing a Slip Occupancy Policy for Designated Commercial Fishing Slips in Santa Barbara Harbor.

BACKGROUND:

Since 1987, the north end of the Cabrillo Landing dock area of the Santa Barbara Harbor has been operated by the California Sea Urchin Commission (CSUC), Santa Barbara Chapter, to berth nine commercial fishing vessels under a license agreement with the Waterfront Department.

The latest license agreement expired on August 31, 2024, and it is currently in holdover status., A recommendation was made by the Harbor Commission at the March 20, 2025, Regular Harbor Commission Meeting to forego continuation of a license agreement and designate the nine slips as commercial fishing slips, to be governed under the Commercial Fishing Policy as Slip Permits.

DISCUSSION:

The Cabrillo Landing area has been a critical resource for commercial fishing operations.

However, recent evaluations have indicated that integrating these slips into the Agenda Item No. 3
File Code No. 570.03
Council Agenda Report
Amending Waterfront Department Resolution No. 03-095 for Vessel Measurement and Size Restriction, and Amending Resolution 14-023 Establishing Slip Occupancy Policy to include Nine Commercial Fishing Slips in the Santa Barbara Harbor [Resolution] August 12, 2025

Commercial Fishing Policy could improve commercial fishing activities, provide opportunity for dock space to seasoned and new commercial fishers, and ensure compliance with current regulatory standards in the Santa Barbara Harbor.

1. Integration into Commercial Fishing Policy
The nine Cabrillo Landing slips will be integrated into the current Commercial Fishing Policy, allowing existing eligible occupants to operate under the standard policy regulating commercial fishing slip permits.

2. Issuance of Slip Permits
Commercial Fishing Slip Permits will be issued to the eligible occupants, who are current vessel owners listed on the most recent CSUC License Agreement, ensuring continuity for the existing operators.

CONCLUSION:

The proposed changes to these Resolutions aim to promote sustainable commercial fishing practices and support commercial fishers in the Santa Barabara Harbor. Through this process the Waterfront Department aims to enhance the viability of commercial fishing operations in the harbor.

The amendment of Resolution No. 14-023 will allow Cabrillo Landing to be included in the Commercial Fishing Policy, and the amendment of Resolution. 03-095, which pertains to the Slip Size Policy; will allow designation of properly sized vessels in the Cabrillo Landing area.

BUDGET/FINANCIAL INFORMATION:

The license revenue impacts have been incorporated into the Fiscal Year 2025 revenue in the Waterfront’s operating budget.

PREPARED BY: Cesar Barrios, Waterfront Business Manager SUBMITTED BY: Mike Wiltshire, Waterfront Director
APPROVED BY: Kelly McAdoo, City Administrator
RESOLUTION NO.

A RESOLUTION OF THE COUNCIL OF THE CITY OF
SANTA BARBARA AMENDING RESOLUTION NO. 03-095

PERTAINING TO THE REGULATION OF VESSEL

MEASUREMENT AND SIZE RESTRICTIONS IN SANTA

BARBARA HARBOR
WHEREAS, the City of Santa Barbara operates the Santa Barbara Harbor for the public benefit; and
WHEREAS, the City of Santa Barbara desires to manage Santa Barbara Harbor so as to provide safe navigation and public access to the waters of the Pacific Ocean; and WHEREAS, the adoption of policies regarding vessel measurement and size restrictions is in the public interest; and
WHEREAS, Resolution No. 03-095 previously contained the maximum vessel sizes pursuant to specific slips in the Santa Barbara Waterfront and is amended to allow designation of properly sized vessels in the Cabrillo Landing area; and WHEREAS, the City of Santa Barbara desires to amend the policies regarding vessel measurement and size restrictions.

NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF SANTA BARBARA THAT:

1. All vessels shall be measured upon issuance of a slip permit, upon transfer of the vessel or permit or upon complaint or observation of possible length or beam non-compliance. A vessel may not berth if the length of the vessel exceeds the maximum allowed for the slip.

2. The Harbormaster shall perform measurements to determine vessel length and beam. The overall measurement of the vessel shall include bowsprits, bumpkins, booms, brackets, davits, railings and any other fore or aft projections; outdrives and underwater extensions to the aftmost point; and any fixture or attachment, including dinghies, that extend into the fairway. A vessel must occupy at least 80% of its slip size, except for vessels berthed in Fish Float North or Fish Float South, whose minimum length, if less than the length of the slip, shall be assessed on an individual basis and be individually subject to approval by the Waterfront Director. For side ties, a vessel must occupy at least 80% of the maximum allowable length for that berth.

3. Any vessel, excluding side-tied vessels, that exceeds the maximum permissible length for its slip but that was issued a slip permit for its present slip prior to October 1, 1984 may remain, notwithstanding the violation of the maximum permissible length for the slip, provided the vessel has not been lengthened since the permit was issued and the length of the vessel does not create a navigational or pedestrian hazard. Any side-tied vessel that exceeds the maximum permissible length or beam for its slip but that was issued a slip permit prior to September 1, 2003 may remain, notwithstanding the violation of maximum permissible length and beam for the side tie, provided the vessel does not create a navigational or pedestrian hazard.

4. All boats must be secured so that no part, including bowsprit, boom, bumpkin, or equipment will block or overhang any portion of a walkway.

5. This regulation shall not restrict the authority of the Harbormaster to assign or reassign vessels to berths.

6. Failure to comply with vessel size limitations is grounds for slip permit termination.

7. The maximum size vessels permitted to be berthed are as follows:

Marina# Slip Size Maximum Boat Lenqth

MARINA ONE
A, D, F, H, K even 35' 38'
K odd, M, O even 40' 43'
B, C, E, G, I, J odd 25' 28'
J even, L, N, P odd 30' 33'
P even 50' 53'
O odd 60' 63' 6"
R even 60' 63' 6"
R odd, Seven 50' 53'
S odd, #3-23 50' 53' 6"
S odd, #25 60' 63' 6"
Q odd 50' 53'
Q even 50' 53' 6"
South side end ties: B, C, E,
G,
Varied Lengths No Overhang

I, J, L, N, P, Q
North side end ties: A, D, H, K, Varied Lengths 2' on each end, not to M,O,R,S exceed 4'

MARINA TWO
A 100, 200, 300, 400
A even, B odd
B even
C odd
Ceven
B end tie
C end tie
20'
25'
45'
35'
25'
76'
66’
22'
27'
48'
38'
27'
76'
66’

MARINA THREE
A odd
A even, B even, C
B odd (1-7)
B odd (9-63)
A end tie
B end tie
C end tie
C North end tie (side tie 12 and
13)
25'
28'
26'
28'
59'
63'
62'
62'
27'
31'
29'
31'
59'
67' (2' on each end)
66'(2' on each end)
67' (2' on west end, 3' on
east end)

MARINA FOUR
A odd
A even
B odd
B even (2)
B even (4-10)
B even (12-48)
4-A-end tie
35'
43'
35'
28'
43'
51'
84'
38'
46'
38'
31'
46'
54'
88' (2' on each end)

FISH FLOAT SOUTH
Slip #1
Slip #2
Slips #3-13
58'
40'
40'
58'
55'
50'

FISH FLOAT NORTH
Slip #21
Slips #22 & 23
Slip #24
Slips #25-31
31'
31'
40'
40'
38'
32'
42'
50'
Maximum Length Maximum Beam

MARINA TWO SIDE TIES
2S001 28' 10'
2S002 28' 10'
2S003 28' 10'
2S004 31' 11'
2S005 35' 13'
2S006 35' 20'
2S007 41' 22' 6"

MARINA THREE SIDE TIES
3S004 25' 8'
3S005 28' 8' 6"
3S006 25' 8'
3S008 26' 8' 6"
3S009 23' 7'
3S012 21' 8'
3S013 39' 15' 6"

MARINA FOUR SIDE TIES
4s001 34' 11'

CABRILLO LANDING NORTH
Outer Slip #1
Outer Slip #2
Outer Slip #3
Outer Slip #4
Outer Slip #5
Inner Slip #6
Inner Slip #7
Inner Slip #8
Inner Slip #9
30’
30’
30’
30’
30’
30’
30’
30’
30’
11’
11’
11’
11’
11’
9’
9’
9’
9’
.

8. This resolution shall be effective upon date of adoption.

RESOLUTION NO.

A RESOLUTION OF THE COUNCIL OF THE CITY OF
SANTA BARBARA AMENDING RESOLUTION NO. 14-023

ESTABLISHING A SLIP OCCUPANCY POLICY FOR

DESIGNATED COMMERCIAL FISHING SLIPS IN SANTA

BARBARA HARBOR
WHEREAS, the Santa Barbara Harbor serves a variety of functions including that of being a working harbor for commercial fishermen;
WHEREAS, it is the desire of the City Council that the harbor continue to serve the needs of commercial fishermen;
WHEREAS, those needs can best be met if certain criteria are established to ensure that spaces are allotted to persons who are engaged in commercial fishing, while at the same time minimizing disruption to the operations of commercial fishermen who currently berth their fishing vessels at the harbor; and
WHEREAS, Resolution No. 14-023 previously provided the policies for commercial fishermen, which will now be amended to allow Cabrillo Landing to be included in the commercial fishing policy.

NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF SANTA BARBARA AS FOLLOWS:

SECTION 1. This policy applies to commercial fishermen granted preferential consideration for assignment of slips in Santa Barbara Harbor off the Waterfront Department's Slip Waiting List, and to fishermen assigned slips in Fish Float North, Fish Float South, 18 slips in Marina 1-A, and 9 slips in Cabrillo Landing, specially designated by the Waterfront Director.

SECTION 2. No slip in Fish Float North, Fish Float South, the 18 specially designated slips in Marina 1-A, and 9 slips in Cabrillo Landing shall be assigned or transferred to a permittee who does not meet the criteria for a "commercial fisherman" established by this policy. Any permittee subject to such criteria shall be required to satisfy the standards applicable to commercial fishing as long as the slip is occupied. The criteria established by this policy shall also apply to permittees identified in Sections 13 and 14 hereof.

SECTION 3. A "commercial fisherman" pursuant to this policy shall have and maintain a commercial fishing or aquaculture permit issued by the California Department of Fish and Wildlife and shall have and maintain a Fish and Wildlife permit for the vessel that is berthed in the harbor slip as a commercial fishing vessel.

SECTION 4. A "commercial fisherman" pursuant to this policy shall be required to document, in a manner satisfactory to the Waterfront Director, income from commercial fishing that is at least $15,000 every two years following issuance of the slip permit. In some cases, as described in Section 12 of this Resolution, the requirement shall also be applied during the immediate two-year period preceding the issuance of the permit.

Proof of income shall be provided by landing receipt records provided by the Department of Fish and Wildlife's Custodian of Records. Earnings pursuant to Section 6 shall be in a form acceptable to the Waterfront Director. For aquaculture operations, receipts indicating the value of product delivered or monthly aquaculture tax reports of harvest in pounds may be used to confirm earnings. All proof of earnings shall be due by April 15th of the second year of any two-year earnings cycle, beginning with the April 15th date following earning cycles in place at the time this Resolution is adopted.

SECTION 5. Once a slip permit is issued, 50% of the income requirement must be earned aboard the vessel assigned to the designated slip. Up to 50% of the income requirement may derive from a permittee's employment aboard a commercial fishing vessel or vessels other than the designated vessel, demonstrated by a combination of cancelled payroll checks or their equivalent, plus copies of Internal Revenue Service 1099 or W2 tax forms.

SECTION 6. Earnings from sustainable fisheries research or activities may apply to the minimum earnings requirement if authorized in writing by the Waterfront Director prior to the research.

SECTION 7. If a commercial fisherman's vessel is destroyed or ruined, by accident, damage, fire, sinking or other unintended casualty, the permittee may, upon written approval of the Waterfront Director within 30 days of that loss, be granted an extension up to one year in which to meet the earnings requirement.

SECTION 8. If a permittee believes commercial fishing in general or a specific commercial fishery upon which he/she depends has been rendered infeasible for a significant period due to natural disaster, climatic shift, regulatory action or other reason, he/she may request that the Waterfront Director temporarily waive the time requirement for proof of earnings for a period not to exceed one year. Any request for temporary waiver must be submitted at least 60 days before expiration of the earnings period in effect at the time. The Director's decision regarding the waiver request shall be final.

SECTION 9. If illness or extended family emergency precludes a permittee's ability to demonstrate sufficient earnings during a given earnings period, he/she may request that the Waterfront Director temporarily waive the time requirement for proof of earnings for a period not to exceed one year. Any request for temporary waiver must be submitted at least 60 days before expiration of the earnings period in effect at the time.

The Director's decision regarding the waiver request shall be final.

SECTION 10. Persons holding slip permits in Fish Float North, Fish Float South and the 18 specially designated slips in Marina 1-A prior to July 1, 2001 need not comply with the provisions of this policy. The provisions of this policy will be applied to any person to whom a slip in these areas is transferred or assigned on or after July 1, 2001.

SECTION 11. Any slip permittee not subject to the provisions of this policy per Section 10, may exchange his or her vessel for a different one (change boats) without triggering application of eligibility criteria, as long as the new vessel is and remains licensed as a commercial fishing craft, as outlined in Section 3.

SECTION 12. Slip permittees In Marina 1-A who are otherwise exempt from this policy per Section 10 may elect to become subject to its provisions in exchange for a slip fee reduction to levels commensurate with monthly rates in Fish Float North and Fish Float South. To exercise this option, a permittee must meet and continue to meet criteria established by this policy for commercial fishermen. In addition, they must provide proof of earnings equaling at least $15,000 from commercial fishing during the immediate two-year period preceding the election. Once made, this election may not be reversed.

SECTION 13. A commercial fisherman who successfully meets earnings requirements during at least three complete and successive earnings periods, beginning with the earnings period in effect on June 6, 2007, may lease his/her boat to another party for the purpose of continuing to meet those requirements. The Waterfront Director must approve said lease agreement before earnings can be credited to the slip permittee and his/her vessel. Following approval of the lease agreement, at least 50% of earnings intended to meet the earnings requirement must be made by the lessee aboard the vessel assigned to the permitted slip in Santa Barbara Harbor, proof of which must be demonstrated by requirements outlined in Section

4. Up to 50% of the income requirement may derive from the lessee's employment aboard a commercial fishing vessel or vessels other than the designated vessel, demonstrated by a combination of cancelled payroll checks or their equivalent, plus copies of Internal Revenue Service 1099 tax forms or W2 tax forms
SECTION 14. A transfer of a slip permit by a person subject to this policy shall be allowed only if the new permittee agrees in writing to earn and report any required commercial fishing earnings not accrued by the current permittee for the then-current earnings period. At the completion of that earnings period, a new earnings period for earnings compliance will commence.

SECTION 15. Permittees who transfer into or who are assigned slips subject to this policy may apply for Business Activity Permits (as available) for passenger-carrying charters accommodating up to six persons per trip.

Income from operations authorized by such permits may not be applied against the minimum earnings requirements. Those earnings must be satisfied from commercial fishing activities only.

SECTION 16. Any slip in areas of the harbor described in Section 1 that revert to the City will be assigned to the next qualified commercial fisherman who meets the requirements of this policy and is registered for a slip of that size on the Waterfront Department's waiting list. If no such applicant is available on the waiting list, the slip will be assigned to a commercial fisherman who in the preceding two-year period meets the income requirements of this policy, following an advertised lottery conducted by the Waterfront Department. This element of the policy applies until a future waiting-list policy for Fish Float North, Fish Float South, the 18 specially designated slips in Marina 1-A, and 9 Cabrillo Landing Slips, or for the overall harbor, supersedes it.

SECTION 17. Any slip permittee from any part of the harbor outside the slips designated in Section 1 who exchanges slips with a slip permittee within this area must comply with the provisions of this policy in the same manner as any other transferee or assignee, including meeting earnings requirements.

SECTION 18. It is the intention of the City that this policy be reviewed every three years.

CITY OF SANTA BARBARA

COUNCIL AGENDA REPORT
AGENDA DATE: August 12, 2025
TO: Mayor and Councilmembers
FROM: City Administrator’s Office
SUBJECT: Adoption of Substantial Amendment to HOME American Rescue Plan Funds Allocation Plan
RECOMMENDATION:

That Council adopt the City’s HOME American Rescue Plan (ARP) Allocation Plan Substantial Amendment for submittal to the U.S. Department of Housing and Urban Development (HUD).

DISCUSSION:

Background
In Fiscal Year 2022, the City of Santa Barbara was allocated $1,862,192 in supplemental HOME funds through the American Rescue Plan Act to undertake activities that benefit persons who are experiencing homelessness or are at risk of homelessness. On March 1, 2022, City Council adopted an Allocation Plan that established local needs, priorities, and the types of activities it would support with this funding. The staff report is included as Attachment 1.

Specifically, the Allocation Plan prioritized using HOME ARP funds to provide support services for people to obtain and maintain housing, and for development of affordable rental housing. Additionally, 15 percent of the City’s HOME ARP allocation ($279,329) was set aside for Administrative and Planning uses as allowed by federal regulations.

Since adoption of the Allocation Plan, the City has awarded HOME ARP funds to help Transition House acquire property that was turned into affordable housing for families ($525,363), and for City Net to provide street outreach and case management services to unhoused persons ($567,033). To date, $1,092,396 in HOME ARP funding has been expended and/or committed.

Agenda Item No. 4
File Code No. 170.01
Council Agenda Report
Adoption of Substantial Amendment to HOME American Rescue Plan Funds Allocation Plan
August 12, 2025

Substantial Amendment of Allocation Plan
In June, the City was notified of a $2,777 increase to its HOME ARP allocation, which necessitates an amendment to the Allocation Plan, in accordance with HUD guidelines.

Because the original HOME ARP funds set aside for Supportive Services activities is nearly depleted, staff recommends allocating this amount to the Supportive Services category. Staff also proposes partial redistribution of some of the remaining unexpended/ uncommitted HOME ARP funds from Administration and Planning to the Supportive Services category, as shown on the table below.

The proposed reduction of the allowed Administrative and Planning cap to $131,127 was made possible because staff were able to implement and administer the HOME ARP program with existing resources in the first few years. This proposed redistribution of funding priorities would enable continuation of vital services and would provide staff with future resources to monitor HOME ARP–funded projects as required by federal regulations. The City lost some State funding that staff was planning to use to fund a portion of the City Net agreement. As such, the reallocation of funds to the Supportive Service category will allow for the full funding of the City Net agreement for FY 2026 and for the last quarter of FY 2025. The draft substantial amendment is included as Attachment 2.

Amending the Allocation Plan does not commit funding to any specific activity, and specific commitments will be presented to Council for approval.

Public Review Process
In accordance with the City’s Citizen Participation Plan for HOME funds and HOME ARP guidelines, the draft HOME ARP Allocation Plan Substantial Amendment was made available for a 15-day public review and comment period. The draft amendment was posted on the City’s website, and a notice was published in Voice Magazine.

Eligible Activities Current
Allocation
Proposed
Allocation
Supportive Services $600,000 $750,979
Acquisition and Development of
Non- Congregate Shelters $0 $0
Tenant Based Rental Assistance (TBRA) $0 $0
Development of Affordable Rental Housing $982,863 $982,863 Non-Profit Operating $0
Non-Profit Capacity Building $0
Administration and Planning $279,328 $131,127
Total HOME ARP Allocation $1,862,192 $1,864,969
Council Agenda Report
Adoption of Substantial Amendment to HOME American Rescue Plan Funds Allocation Plan
August 12, 2025

Council approval of the proposed substantial amendment is required for implementation.

If adopted, the amended Allocation Plan will be submitted to HUD.

BUDGET/FINANCIAL IMPACT:

The City’s revised HOME ARP allocation is $1,864,969, reflecting an increase of $2,777 over the original award amount. Staff recommends reallocating $148,202 from the Administration and Planning category to Supportive Services and applying the additional $2,777 award to the Supportive Services category as well. The remaining balance of $131,127 in the Administration and Planning category is expected to be sufficient to support HOME ARP program administration. A budget adjustment will be submitted as part of the Fiscal Year 2025 fourth quarter review to increase revenue and expenditure appropriations in the HOME ARP program by $2,777 to account for the additional award amount.

ATTACHMENTS: 1. Council Agenda Report, March 1, 2022

2. Draft Substantial Amendment
PREPARED BY: Liz Stotts, Administrative Analyst II
SUBMITTED BY: Laura Dubbels, Housing and Human Services Manager APPROVED BY: Kelly McAdoo, City Administrator

CITY OF SANTA BARBARA

COUNCIL AGENDA REPORT
AGENDA DATE: March 1, 2022
TO: Mayor and Councilmembers
FROM: Housing and Human Services Division, Community Development Department
SUBJECT: Public Hearing And Adoption Of HOME American Rescue Plan Funds Allocation Plan
RECOMMENDATION: That Council:

A. Conduct a public hearing to obtain input on the City’s HOME American Rescue Plan (ARP) Allocation Plan;
B. Adopt the City’s HOME ARP Allocation Plan for submittal to the U.S. Department of Housing and Urban Development (HUD);
C. Approve the Substantial Amendment of the City’s Program Year 2021 Annual Action Plan to include the HOME Allocation Plan; and
D. Authorize the City Administrator to sign all necessary documents to submit the City’s HOME ARP Allocation Plan to HUD.

EXECUTIVE SUMMARY:

The City of Santa Barbara has been allocated approximately $1.8 million in supplemental HOME funds through the American Rescue Plan to undertake certain activities that will benefit persons who are experiencing homelessness, or are at risk of homelessness. In order to receive the funds, the City is required to adopt an Allocation Plan to establish the local needs and priorities and hold a public hearing.

Federal regulations of the supplemental HOME funds require that the City adopt an Allocation Plan identifying the types of eligible activities it will support with these funds.

Based on an analysis of local service gaps, staff is recommending the funds to provide support services for persons placed into housing, and for development of affordable rental housing. Adoption of the Allocation Plan does not commit funding to any one specific ATTACHMENT 1
Council Agenda Report
Public Hearing And Adoption Of HOME American Rescue Plan Funds Allocation Plan March 1, 2022

activity at this time, and any specific commitments will be presented to Council for approval at a later date.

DISCUSSION:

Background
On March 11, 2021, the American Rescue Plan (ARP) was signed into law, which provides federal funding to address the continued impact of the COVID-19 pandemic on the economy, public health, State and local governments, individuals, and businesses.

As part of this plan, Congress appropriated ARP funds to be administered through the HOME Investment Partnership Program (HOME ARP funds) to carry out four activities that primarily benefit qualifying individuals and families who are homeless, at risk of homelessness, or in other vulnerable populations:

1. Development and support of affordable housing;

2. Tenant-Based Rental Assistance (TBRA);

3. Provision of supportive services; and

4. Acquisition and development of non-congregate shelter units.

The City of Santa Barbara is a Participating Jurisdiction that receives annual HOME allocations. As such, the City has been allocated $1.8 million in HOME ARP funds, which will be available for use until September 30, 2030, for the above-referenced activities.

The HOME ARP program is administered by the U.S. Department of Housing and Urban Development (HUD), which issued implementation guidelines via the HUD Office of Community Planning and Development Notice, CPD-21-10. HUD guidelines stipulate that recipients of HOME ARP funds prepare and submit an Allocation Plan describing the planned use for these funds, in accordance with federal regulations. Additionally, HUD requires recipients of HOME ARP funds to do a Substantial Amendment of its 2021–22 Annual Action Plan (AAP), which outlines the City’s planned use of other received federal funds, such as the Community Development Block Grant, to incorporate the HOME ARP Allocation Plan.

HOME Allocation Plan
The HOME Allocation Plan consists of the following required components:
 Consultation with local jurisdictions and service providers;  Public participation, including one public hearing and a 15-day public review period;
 Needs Assessment and Gaps Analysis, including:
o A description of HOME-ARP qualifying populations within the City; o An assessment of unmet needs of the qualifying populations; Council Agenda Report
Public Hearing And Adoption Of HOME American Rescue Plan Funds Allocation Plan March 1, 2022

o An assessment of gaps in housing and shelter inventory, availability of homeless assistance and services, and homelessness prevention service delivery system;
 A summary of the planned use of HOME-ARP funds for eligible activities based on the unmet needs of the qualifying populations;
 An estimate of the number of housing units that will be produced or preserved; and  A description of any preferences for individuals and families in a particular qualifying population or a segment of a qualifying population.

Staff consulted with the Santa Maria/Santa Barbara County Continuum of Care (CoC), and the Elected Leaders Forum to Address Homelessness to solicit feedback on prioritization of HOME ARP funds. Additionally, staff solicited feedback via email from organizations that provide services to persons experiencing homelessness.

The City’s Allocation Plan adopts HUD’s definition of “qualifying populations” eligible for assistance under the HOME ARP, which includes: any individuals or families who are, homeless; at risk of homelessness; fleeing, or attempting to flee, domestic violence, dating violence, sexual assault, stalking, or human trafficking; and other populations. “Other populations” are individuals and families who do not fit the above definitions, but have previously been homeless and are currently housed with temporary or emergency assistance, and need additional assistance or services to avoid returning to homelessness; or households that meet HUD guidelines for being “at greatest risk of housing instability” due to factors such as income level and disproportionally high cost of housing. Staff is applying the broadest definition of eligible persons due to urgent need among the aforementioned groups, and to maximize flexibility in funding activities.

The Needs Assessment and Gaps Analysis was developed by researching the 2020 Point in Time Count; the Santa Barbara County HOME ARP Plan, which contained significant data from the Homeless Management Information System, Vulnerability Index - Service Prioritization Decision Assistance Tool, and HUD performance data; the Santa Barbara County Community Action Plan to Address Homelessness, which the city formally supported in April 27, 2021; real estate data; and the City’s Housing Market Analysis.

Consultation and assessment revealed several key findings:
 The City of Santa Barbara has the highest population of persons experiencing homelessness in the county (48 percent).
 There is a significant shortage of temporary and permanent housing needed to house persons experiencing homelessness in the South County.  The City of Santa Barbara has few direct, readily available resources to assist persons experiencing homelessness.
 The feedback received from the consultation was to prioritize funding for supportive services, specifically for persons placed into housing so that they can remain housed. The second most common theme was support for the development of housing units for persons experiencing homelessness.

Council Agenda Report
Public Hearing And Adoption Of HOME American Rescue Plan Funds Allocation Plan March 1, 2022

Planned Use of HOME ARP Funding
The HOME ARP Allocation Plan requires that the City identify the types of activities it will support with these funds for the duration of the HOME ARP grant. Based on the analysis discussed above, staff recommends using funds as follows:

Eligible Activity Funding Amount
Supportive Services $ 600,000
Acquisition and Development of NonCongregate Shelters $ 0 Tenant Based Rental Assistance (TBRA) $ 0
Development of Affordable Rental Housing $ 982,863
Administration and Planning (capped at 15%) $ 279,328
Total HOME ARP Allocation $ 1,862,192
Allocating funds to the other activity types (i.e., non-congregate shelter and TBRA) is less desireable for several reasons. First, the City has access to more funding sources that support the development of affordable rental housing than it does for non-congregate shelters. Additionaly, the City makes the majority of its regular HOME annual allocation available to support TBRA activities. To provide context of the other resources available to the City, Attachment 1 contains a list of all homelessness and housing funding available to the City, including Community Development Block Grant and Permanent Local Housing Allocation. There are significant gaps across the spectrum of shelter and housing inventory and service delivery available in Santa Barbara. The City leverages local resources to help meet local need, but it does not receive sufficient, consistent direct funding to fill all the gaps identified in the key findings. Additionally, the lack of supportive housing options hampers service providers’ efforts to help homeless individuals find and maintain permanent housing.

The State of California has made significant investments to provide financial assistance to local jurisdictions to address homelessness, such as Project Homekey and Homeless Housing and Assistance Program, but those funds do not come to the City directly and in cases like Project Homekey, are awarded competitively or are allocated through the County and/or the Continuum of Care.

Given the City’s limited resources, the rationale for prioritizing the activity types in the table above is that HOME ARP funds give the city the ability to leverage funds to acquire, develop, or rehabilitate housing with funds made available through financial programs like Project Homekey. Mindful of the high cost of real estate in Santa Barbara (where local real estate data shows that in the first three quarters of 2021, 33 commercial sales totaled $89.4 million), staff recommends leveraging the most amount of funding possible.

Council Agenda Report
Public Hearing And Adoption Of HOME American Rescue Plan Funds Allocation Plan March 1, 2022

Additionally, service providers and the County Continuum of Care have identified the need to provide support that ensures formerly homeless persons remain housed.

Adoption of the Allocation Plan does not commit funding to any one specific activity. Any specific commitments will be presented to Council for approval. The City has the option to conduct a Request for Proposals to select a qualified service provider, and/or development projects, or to consider written formal requests for funding from partner agencies such as Santa Barbara County, the Santa Maria/Santa Barbara County Continuum of Care, or the Housing Authority of the City of Santa Barbara. The City also has the ability to amend its Allocation Plan should the funding priorities change during the period of the funding.

The City has received a request for funding from Santa Barbara County Housing and Community Development to leverage HOME ARP funds to provide support services to persons placed into housing with the Emergency Housing Vouchers allocated to the City of Santa Barbara from the American Rescue Plan Act. The request is for $600,000 for the fiscal years of 2022–23 and 2023–24. The County has provided funding toward this effort for the first year of services countywide, and has asked for contributions from all cities countywide. The County’s proposal is in line with the City’s priority needs with HOME ARP funds, and the County’s proposal received support from the Elected Leaders Forum to Address Homelessness; however, staff is evaluating this request to ensure it meets all HOME ARP program requirements, and that the City has an approved allocation Plan accepted by HUD, before making a formal recommendation to Council.

Public Review Process
In accordance with the City’s Citizen Participation Plan for use of federal funds like HOME, the draft HOME ARP Allocation Plan was made available for a 30-day public review and comment period. The draft plan was posted on the City website home page, and a notice was published in the Santa Barbara News-Press. The required Public Hearing will be held as part of this agenda item.

Council approval of the Substantial Amendment of its Program Year 2021 Annual Action Plan is a standard requirement. Once adopted, the Annual Action Plan will be amended to include the HOME ARP Allocation Plan and will be submitted to HUD.

BUDGET/FINANCIAL INFORMATION:

The City has been allocated $1,862,192 in HOME ARP funds, which will be available for use until September 30, 2030. Appropriation of this funding will be brought to Council at a later date.

ATTACHMENT(S): 1. Homelessness and Housing Funding Available to the City

2. Draft HOME ARP Allocation Plan
Council Agenda Report
Public Hearing And Adoption Of HOME American Rescue Plan Funds Allocation Plan March 1, 2022

PREPARED BY: Liz Stotts, Senior Community Development Programs Specialist SUBMITTED BY: Elias Isaacson, Community Development Director APPROVED BY: City Administrator’s Office
Homelessness and Housing Funding Available to the City ATTACHMENT 1 Title Source Purpose Category Amount Allocation type How it's used Example Projects HOME American Rescue Plan (HOME ARP) Federal One time fund to assist persons who are homeless or at risk of homelessness, by providing housing,
rental assistance, supportive services, and noncongregate shelter.

Homeless $1.8 million one time allocation
that has be expended by 2029
Entitlement (direct allocation) Allocation plan in development. $600K set aside to provide supportive services to persons housed
with Emergency Housing Vouchers.

TBD
Project Homekey Round 1 State Part of state budget in 2021, competitive grant program for entities to acquire, lease or convert
hotels, motels, commercial properities, etc. into
housing for homeless individuals. Round 2
Homekey grant expected in second half of 2022.

Homeless $43 mil available in Central Coast
geographic region
Competitive application - first come
first serve until depletion of funds
TBD, City working with partners to identify viable
projects to submit application to the state
• Roomkey Studios in Lompoc
• Super 8 Motel in Goleta
Encampment Resolution Funding Program State Grants to address homelessness in encampment - cross-systems collaboration and service strategies
to help people experiencing homelessness
transition out of encampments and onto safe and
stable housing.

Homeless $47.5 million available statewide Competitive application - first come first serve until depletion of funds
City collaborated with County to submit
application for $2.5 million for a 2-year
countywide program targeting high-fire prone
areas along Highway 101 and UPRR.

TBD
Permanent Local Housing Allocation (PLHA) State Permanent, on-going source of funding to local governments for housing-related projects and
programs that assist in addressing unmet housing
needs, including services to persons experiencing
homelessness.

Homeless/
Housing
Estimated $2.7 during 5-years
starting in FY 21. Annual
allocation may vary from year to
year.

Entitlement (direct allocation) The five-year plan for PLHA is to provide street outreach and support services to homeless
persons, or to prevent homelessness.
• City Net Street Outreach Services - $330,000 in FY
2021
• Addition of fulltime Rental Housing Mediation
Specialist
HOME Investment Partnership Program
(HOME)
Federal Formula block grant to create affordable housing for low-income households
Homeless/
Housing
Approximately $500K per year Entitlement (direct allocation) Tenant Based Rental Assistance programs with affordable housing providers. Occassionally as
funds allow, funds are used for rehabilitation or
acquistion of affordable housing.
• Rental Assistance grants - A total of $556,881 in
FY 21 HOME funds to Housing Authority, Transition
House, New Beginnings.
• Affordable Housing Acquisition loan - $470,000 to
Transition House.

Community Development Block Grant - Disaster
Recovery Multifamily Rental Housing Program
(CDBG - MHP)
State The objective of the CDBG-DR MHP is to finance
the development of affordable multifamily rental
housing developments to meet the unmet rental
housing need resulting from FEMA Disasters DR4344 and DR-4353 (Thomas Fire) Housing $848,011 One time for Thomas Fire TBD upon competion of RFP process CDBG Housing Rehabilitation Loan Program
(HRLP)
Federal Grants to affordable housing providers for the
rehabilitation of affordable multi-unit housing to
extend the life of existing affordable housing stock
Housing $650,500 balance as of June 30,
2021
Revolving fund Based on requests received from affordable housing providers for rehabilitation of rental
housing
• Heath House rehabilitation for formerly homeless
women - $335,000 to People's Self Help Housing
• Via Diego Apartments rehabilitation of family
housing - $355,000 to Housing Authority
State Economic Mitigation Program (funds
depleted) (SEMP)
One-time Assist housing-related developments or initiatives Housing $50,000 One -time funding for SocioEconomic Mitigation from oil companies for housing
Affordable housing loans, housing plannning
administration, homeless bridge housing
Various housing uses as needed, affordable
housing loans, City Net scattered site bridge
housing grant for street outreach clients
Housing Asset Fund or Affordable Housing
Fund (HAF)
State - RDA
Repayments - no
new funding
Affordable housing production. Housing $703,997 Repayments from old RDA loans, known as "Program Income"
Develop, acquire, rehabilitate, acquire long term
affordability covenants for, or preserve lower
income housing and provide for the necessary
program administration, monitoring and
preservation of affordability units with
affordability covenants.
• Vera Cruz Village - 28 studio units for homeless
• Transition House 817 N. Salsipuedes St. - 3 single
family homes for homeless families
Homelessness and Housing Funding Available to the City
Affordable Housing Inclusionary Fund (In-Lieu) Developers Developers that choose to pay a set In-Lieu fee to the City instead of developing the required
affordable housing units in a project. Limited to
ownership projects with 2 -9 units and rental
projects with 5-9 units only.

Housing $473,696 Only when developers choose to pay
in-lieu of developing affordable
housing units
Construct, rehabilitate or subsidize affordable
housing for Upper-Middle, Middle, Moderate,
Low, and Very Low-Income Households.
• El Zoco assistance loans for urgent rehabilitation
needs
• Green Mobile Home Park Foreclosure Prevention -
41 low income households retained as affordable
housing
Community Development Block Grant (CDBG) Federal Formula block grant to provide decent housing, a suitable living environment, or expanded economic
opportunities to low- and moderate-income
persons. 15% can be used for public services. CDBG
funds are awarded competitively each year.

Public Services/
Infrastructure/
Economic
Development
Approximately $900K per year Entitlement (direct allocation) Public services grants to programs that help persons experiencing homelessness, public
facilities and infrastructure improvments in
low/moderate income neighborhoods, economic
development activities.
• Public Services grants - $30,590 to Domestic
Violence Solutions; $43,225 New Beginngs Safe
Parking.
• Eastside Park Restroom Rehabilitation - $150,000
City of Santa Barbara
HOME ARP Allocation Plan
Draft
Submit written comments before February 26, 2022 to [email protected] City Of Santa Barbara
Community Development Department
Housing & Human Services Division
630 Garden Street
Santa Barbara, Ca 93101
www.SantaBarbaraCA.gov
ATTACHMENT 2
1 HOME-ARP Allocation Plan Draft
Participating Jurisdiction: City of Santa Barbara Date: January 26, 2022 Introduction
On March 11, 2021, the American Rescue Plan (ARP) was signed into law, which provides federal funding to address the continued impact of the COVID-19 pandemic on the economy, public health, State and local governments, individuals, and businesses.

As part of this plan, the Congress appropriated ARP funds to be administered through the HOME Investment Partnership Program (HOME ARP funds) to perform four activities that must primarily benefit qualifying individuals and families who are homeless, at risk of homelessness, or in other vulnerable populations. These activities include: (1) development and support of affordable housing, (2) tenant-based rental assistance (TBRA), (3) provision of supportive services; and (4) acquisition and development of non-congregate shelter units.

The City of Santa Barbara has been allocated $1.8 million in HOME ARP funds and has developed this HOME ARP Allocation Plan describing the planned use for these funds, in accordance with federal regulations. The HOME ARP implementation guidelines are codified by the U.S. Department of Housing and Urban Development Office of Community Planning and Development Notice, CPD-21-10.

Consultation
Summarize the consultation process:

Below is a summary list of the consultation efforts
• Discussion with Santa Maria/Santa Barbara County Continuum of Care - Jan. 13, 2022 • Discussion with Elected Leaders Forum - Jan. 14, 2022 • Public review period – Jan. 27 – Feb. 26, 2022
• City Council Public Hearing: Scheduled for March 1, 2022 2 List the organizations consulted, and summarize the feedback received from these entities.

Agency/Org Consulted Type of Agency/Org Method of Consulation Feedback Channel lslands YMCA Nonprofit Service Provider Direct correspondence Support of TBRA and supportive
services for homeless youth
City Net Nonprofit Service Provider Direct correspondence Support fuding for provision of
supportive services to persons placed
into housing
Independent Living Resource Center Nonprofit Service Provider Direct correspondence Legal Aid Foundation Nonprofit Service Provider Direct correspondence Salvation Army Nonprofit Service Provider Direct correspondence Development and support of affordable
housing and the supportive services
that help the participants stay housed
are the most important.

SB ACT Community Group Direct correspondence
Support of Navigation Centers, noncongregate bridge housing and, permanent supportive housing.

Transition House Nonprofit Service Provider Direct correspondence City of Carpinteria Local Government Elected Leaders Forum on Homelessness City Of Goleta Local Government Elected Leaders Forum on Homelessness City of Lompoc Local Government Elected Leaders Forum on Homelessness Congressman Carbajal's office Elected Official Elected Leaders Forum on Homelessness County of Santa Barbara Local Government Elected Leaders Forum on Homelessness Submitted request for supportive
services funds for persons with EHV
vouchers
County Supervisors Elected Official Elected Leaders Forum on Homelessness District Attorney's office County Department Elected Leaders Forum on Homelessness Private Citizens Elected Leaders Forum on Homelessness
Public Health Department County Department Elected Leaders Forum on Homelessness SB CAG Government Agency Elected Leaders Forum on Homelessness State Assembly office Elected Official Elected Leaders Forum on Homelessness State Senate office Elected Official Elected Leaders Forum on Homelessness US Senate office Elected Official Elected Leaders Forum on Homelessness Behavioral Wellness Department County Department
Santa Maria/Santa Barbara County Continuum of
Care board meeting
City of Santa Maria Local Government
Santa Maria/Santa Barbara County Continuum of
Care board meeting
County Education Office County Department
Santa Maria/Santa Barbara County Continuum of
Care board meeting
Domestic Violence Solutions Nonprofit Service Provider
Santa Maria/Santa Barbara County Continuum of
Care board meeting
Good Samaritan Shelter Nonprofit Service Provider
Santa Maria/Santa Barbara County Continuum of
Care board meeting
Housing Authority of the City of Santa Barbara Public Housing Authority Santa Maria/Santa Barbara County Continuum of
Care board meeting
Support fuding for provision of
supportive services to persons placed
into housing
Housing Authority of the County of Santa
Barbara Public Housing Authority
Santa Maria/Santa Barbara County Continuum of
Care board meeting
New Beginnings Counseling Center Nonprofit Service Provider Santa Maria/Santa Barbara County Continuum of
Care board meeting
Pacific Pride Foundation Nonprofit Service Provider
Santa Maria/Santa Barbara County Continuum of
Care board meeting
People Assisting the Homeless Nonprofit Service Provider Santa Maria/Santa Barbara County Continuum of
Care board meeting
Peoples Self Help Housing Nonprofit Service Provider
Santa Maria/Santa Barbara County Continuum of
Care board meeting
Santa Maria/Santa Barbara County Continuum
of Care Continuum of Care
Santa Maria/Santa Barbara County Continuum of
Care board meeting
Social Venture Partners Philantrophic Foundation
Santa Maria/Santa Barbara County Continuum of
Care board meeting
UCSB Higher Education
Santa Maria/Santa Barbara County Continuum of
Care board meeting
3 The feedback received from consulting the above listed organizations was to prioritize funding for supportive services, specifically for persons placed into housing so that they can remain housed.

The second most common theme was support for the development of housing units for the qualifying population.

Public Participation
Describe the public participation process, including information about and the dates of the public comment period and public hearing(s) held during the development of the plan:
• Public comment period: start date - 1/27/2022 end date - 2/26/2022 • Public hearing: 3/1/2022
In accordance with the City’s Citizen Participation Plan, the draft Allocation Plan was made available for a 30-day public review and comment period. The draft plan was posted on the City Website home page, and a notice was published in the Santa Barbara News Press. A Public Hearing was held before the City Council on March 1.

Describe any efforts to broaden public participation:

The draft plan was posted on the City Website home page, and a notice was published in the Santa Barbara News Press. The public hearing was noticed as per the Brown Act. Notices included the process to request physical accommodations and/or documents in alternate formats. Due to the Covid-19 pandemic all public meetings were held virtually, as allowed by law.

Summarize the comments and recommendations received through the public participation process:

TBD
Summarize any comments or recommendations not accepted and state the reasons why:

TBD
Needs Assessment and Gaps Analysis
Describe the size and demographic composition of qualifying populations within the PJ’s boundaries:

Santa Barbara has the highest population of persons experiencing homelessness in Santa Barbara County. The 2020 Point in Time (PIT) count found 1,897 persons experiencing homelessness countywide, with 68% of those in the South Coast. Notably, of the total countywide homeless population, 48% were specifically within the City of Santa Barbara.

Notably, PIT count data only provides a snapshot of the current state of homelessness within the community on a given date, however Homeless Management Information System (HMIS) data shows that the numbers could be higher. According to the County of Santa Barbara 2020-2021 HUD performance data, 3,347 persons experiencing homelessness were served during this period, which is almost double than PIT counts.

In regard to demographics, VI-SPDAT (Vulnerability Index - Service Prioritization Decision 4 Assistance Tool) assessment data shows that: 80% of persons experiencing homelessness were White; 10% were Black/African-American; 2% were Native Hawaiian or Pacific Islander; 1% were Asian. Thirty one percent were Hispanic. These demographics are generally in line with U.S. Census demographics with two exceptions: Black/African-American persons only make up 2% of the overall citywide population, while making up 10% of the homeless population; and Native Hawaiian or Pacific Islanders, which only make up 0.2% of the general population, but make up 2% of the homeless population. While two different data sources were used for this assessment, this disparity should still be noted and a greater emphasis should be placed on addressing the needs of these particular populations.

Additionally, VI-SPDAT data shows that 19% have a physical disability, 44% have a chronic health condition, 30% have a substance use disorder, and 34% have mental health conditions or brain injuries.

Describe the unmet housing and service needs of qualifying populations, including but not limited to:
• Sheltered and unsheltered homeless populations;
• Those currently housed populations at risk of homelessness; • Other families requiring services or housing assistance or to prevent homelessness; and, • Those at greatest risk of housing instability or in unstable housing situations:

Although there are a number of shelter options in the city, there are not enough to meet demand.

According to the County Action Plan, an additional 68% emergency shelter beds above those currently available are needed countywide to house all the individuals that are living in cars, tents, parks, streets, and riverbeds. In 2019, the Santa Barbara County Community Action Plan to Address Homelessness identified the number and types of temporary and permanent housing needed to satisfy the current unmet need of persons experiencing homelessness in the South County.
• Temporary beds, i.e. shelter beds – 369
• Rapid Rehousing – 537
• Permanent Supportive Housing – 602
• Long Term Subsidy - 270
More recently, the Santa Maria/Santa Barbara County Continuum of Care annual gaps analysis found a continued large need for additional housing, shelter and services. Specifically, 551 interim housing beds; rental assistance for 801 households; 994 supportive housing units; outreach services for 886 individuals; prevention/diversion services for 430 households.

Low income households are at greatest risk of housing instability and are at greater risk of homelessness. Santa Barbara is one of the most expensive cities to live in. Real estate data retrieved by Compass Real Estate shows that as of October 2021, the median residential sales price in the City of Santa Barbara is $1,600,000: an increase of 7.2% from the previous year. The City’s annual rental housing survey in 2021 found that the cost of renting a house or apartment in Santa 5 Barbara is extremely high. The median rent for a studio apartment was $1,700 per month, and a one bedroom costs about $1,900 per month. Larger apartments increase significantly in cost:
$2,700 for a 2-bedroom apartment, and $3,950 for a 3-bedroom, which severely impacts larger households.

Additionally the Housing Market Analysis of the City’s 2020 Consolidated Plan found more than 3,400 households at 30% less of the Area Median Income, were “cost burdened” (defined as paying more than 30% of income on rent) or “severely cost burdened” (paying more than 50% of income on rent).

The Market Analysis also found that between 2000 and 2018 the median home value in Santa Barbara doubled (from $479,800 to $993,600) and median contract rent rose by 89 percent (from $886 to $1,671). Meanwhile, median incomes only rose by 22 percent (between 2010 and 2018).

Identify and consider the current resources available to assist qualifying populations, including congregate and non-congregate shelter units, supportive services, TBRA, and affordable and permanent supportive rental housing:

The City of Santa Barbara has a few resources directly available to assist qualifying populations.

The City is an entitlement jurisdiction for Community Development Block Grants (CDBG) and HOME Investment Partnership funds, and Permanent Local Housing Allocation (PLHA) from the State of California.

The City allocates its entire 15% CDBG Public Services cap for activities that provide shelter or housing to persons experiencing homelessness and victims of domestic violence. The City also has access to approximately $600,000 in CDBG Revolving Loan Funds for rehabilitation of multi-unit affordable housing.

Also, the City allocated the majority of its HOME allocation for TBRA activities for persons who are homeless or at-risk of homelessness. Additionally, the City also makes available General Fund dollars to supplement supportive services and shelter programs on an annual basis.

In fiscal year 2020-2021 the City committed funds as shown in the following table.

TYPE OF PROGRAM FUNDING SOURCE AMOUNT
Prevention Human Services (General Fund) $37,145
TBRA HOME Entitlement & Program
Income
$491,725
Shelter Services CDBG Public Services and General
Fund
$423,828
Supportive Services Human Services and California PLHA $402,200 The City Council of Santa Barbara recognizes the urgency of the homelessness crisis, and during 2021 approved three one-time funding allocations totaling $3.3 million in City reserves to provide non-congregate shelter to persons living in high risk encampments. However, as a result of the COVID 19 pandemic, the City has experienced a significant decline in major revenue sources, including sales tax, transient occupancy tax, and various departmental revenues. The City does not have the financial capacity to fund such large scale projects on an ongoing basis without a steady, 6 ongoing source of direct funding.

Identify any gaps within the current shelter and housing inventory as well as the service delivery system:

As stated earlier, the Santa Maria/Santa Barbara County Continuum of Care annual gaps analysis found a continued large need for additional housing, shelter and services. As demonstrated in the table below.

HOUSING AND SERVICES

TOTAL NEED
(FROM COC GAPS

ANALYSIS)
AMOUNT

AVAILABLE

ANNUALLY
UNMET
NEED
Interim
Housing/Shelter 2,838 1,690 551
Rental Assistance 1,546 745 801
Supportive Housing 1147 153 994
Outreach Services 1,835 949 886
Prevention /Diversion 480 50 430
Source: County of Santa Barbara HOME ARP Allocation Plan Identify the characteristics of housing associated with instability and an increased risk of homelessness if the PJ will include such conditions in its definition of “other populations” as established in the HOME-ARP Notice:

Not applicable. The City does not plan to formally adopt a definition of “other populations”.

Identify priority needs for qualifying populations:

The priority needs for the qualifying populations include providing HOME ARP funds for acquisition, rehabilitation or construction of affordable housing, and supportive services that enable qualifying populations to obtain and maintain permanent housing. Based on feedback received during the consultation process the greatest priority should be given to the provision of supportive services.

Explain how the level of need and gaps in its shelter and housing inventory and service delivery systems based on the data presented in the plan were determined:

The Santa Maria/Santa Barbara County Continuum of Care’s annual gaps analysis was developed using data from the Point in Time Count, Housing Inventory Count, HMIS and Coordinated Entry System data from 2019, and available data from 2020 and 2021.

HOME-ARP Activities
Describe the method for soliciting applications for funding and/or selecting developers, service providers, subrecipients and/or contractors and whether the PJ will administer eligible activities directly:

The City will administer HOME ARP funds directly. For specific activities, when a program is outside the capacity of City staff, the City will conduct a Request for Proposals to select a qualified service provider. For housing activities, the City will conduct a Request for Proposals to identify a 7 qualified development project.

The City will also accept and evaluate written formal requests for funding from partner agencies such as Santa Barbara County, the Santa Maria/Santa Barbara County Continuum of Care, or the Housing Authority of the City of Santa Barbara.

If any portion of the PJ’s HOME-ARP administrative funds were provided to a subrecipient or contractor prior to HUD’s acceptance of the HOME-ARP allocation plan because the subrecipient or contractor is responsible for the administration of the PJ’s entire HOME-ARP grant, identify the subrecipient or contractor and describe its role and responsibilities in administering all of the PJ’s HOME-ARP program:

Not applicable. City staff will administer HOME ARP funds directly.

PJs must indicate the amount of HOME-ARP funding that is planned for each eligible HOMEARP activity type and demonstrate that any planned funding for nonprofit organization operating assistance, nonprofit capacity building, and administrative costs is within HOMEARP limits.

The following table may be used to meet this requirement.

Use of HOME-ARP Funding
Funding Amount Percent of
the Grant
Statutory
Limit
Supportive Services $ 600,000
Acquisition and Development of
Non- Congregate Shelters $ 0
Tenant Based Rental Assistance (TBRA) $ 0
Development of Affordable Rental Housing $ 982,863.20
Non-Profit Operating $ 0 0 % 5%
Non-Profit Capacity Building $ 0 0 % 5%
Administration and Planning $ 279,328.80 15 % 15%
Total HOME ARP Allocation $ 1,862,192
Additional narrative, if applicable:

Not applicable.

Describe how the characteristics of the shelter and housing inventory, service delivery system, and the needs identified in the gap analysis provided a rationale for the plan to fund eligible activities:

As previously stated, the Continuum of Care’s gap analysis demonstrated continued need for additional housing, shelter, and supportive services countywide. Specifically, there is need for 551 interim housing beds, rental assistance for 801 households, 994 supportive housing units, outreach services for 886 individuals, and prevention /diversion services for 430 households. Considering that 48% of the countywide homeless population resides within the City of Santa Barbara, a significant amount of these resources are needed locally.

There are significant gaps across the entire shelter and housing inventory, and service delivery system. The City leverages local resources to help meet the local need, but it does not receive 8 consistent direct funding to fill all the aforementioned gaps.

The state of California has made significant investments to provide financial assistance to local jurisdictions to address homelessness, such as Project Homekey and Homeless Housing and Assistance Program (HHAP), but those funds do not come to the City directly and in cases like Project Homekey, are awarded competitively or are allocated through the County and/or the CoC.

Given the City’s limited resources, the rationale for funding the aforementioned activities is that HOME ARP funds give the city the ability to leverage funds to acquire, develop or rehabilitate housing with funds made available through financial programs like Project Homekey. Given the high cost of real estate in Santa Barbara, where local real estate data shows that in the first three quarters of 2021 there were 33 commercial sales that totaled $89.4 million, it is necessary to leverage the most amount of funding possible. Additionally, the need for supportive services dollars to help persons placed into housing remain housed has been identified as a crucial unmet need by both service providers and the County CoC.

HOME-ARP Production Housing Goals
Estimate the number of affordable rental housing units for qualifying populations that the PJ will produce or support with its HOME-ARP allocation:

The City estimates it will produce or support the development of 10 -30 affordable rental housing units for qualifying populations. No less than 70% of the affordable rental housing units acquired, rehabilitated or constructed with HOME-ARP funds must be occupied by households in the qualifying populations.

Describe the specific affordable rental housing production goal that the PJ hopes to achieve and describe how it will address the PJ’s priority needs:

The City of Santa Barbara continues to place as high priority on decent housing. As described in detail in the City’s 2020-2024 Consolidated Plan Needs Assessment and Market Analysis, the city has a shortage of affordable housing units, a shortage of accessible housing units, relatively older housing stock, and rental units that are in poor condition.

The need for decent housing has consistently been identified as a top concern in Santa Barbara, coupled with the high number of persons experiencing homelessness in Santa Barbara. As such, the City has prioritized the acquisition, rehabilitation or construction of affordable housing, as well as provision of support services to homeless individuals over numerous years. The City will provide HOME-ARP funding to achieve the goal of increasing the inventory of affordable rental housing units, and supportive services. It will support the provision of decent housing by increasing the availability and accessibility of affordable housing for qualifying populations. 9 Preferences
Identify whether the PJ intends to give preference to one or more qualifying populations or a subpopulation within one or more qualifying populations for any eligible activity or project:
• Preferences cannot violate any applicable fair housing, civil rights, and nondiscrimination requirements, including but not limited to those requirements listed in 24 CFR 5.105(a).
• PJs are not required to describe specific projects to which the preferences will apply.

Not applicable. The City intends to support activities that provide housing and support services to all qualifying populations as defined in section IV.A. Qualifying Populations of HUD’s Notice CPD-21-10, which establishes the implementation rules of the HOME-ARP program.

If a preference was identified, explain how the use of a preference or method of prioritization will address the unmet need or gap in benefits and services received by individuals and families in the qualifying population or category of qualifying population, consistent with the PJ’s needs assessment and gap analysis:

Not applicable.

If a preference was identified, describe how the PJ will use HOME-ARP funds to address the unmet needs or gaps in benefits and services of the other qualifying populations that are not included in the preference:

Not applicable.

HOME-ARP Refinancing Guidelines
If the PJ intends to use HOME-ARP funds to refinance existing debt secured by multifamily rental housing that is being rehabilitated with HOME-ARP funds, the PJ must state its HOME- ARP refinancing guidelines in accordance with 24 CFR 92.206(b). The guidelines must describe the conditions under with the PJ will refinance existing debt for a HOME-ARP rental project, including:
• Establish a minimum level of rehabilitation per unit or a required ratio between rehabilitation and refinancing to demonstrate that rehabilitation of HOME-ARP rental housing is the primary eligible activity
• Require a review of management practices to demonstrate that disinvestment in the property has not occurred; that the long-term needs of the project can be met; and that the feasibility of serving qualified populations for the minimum compliance period can be demonstrated.
• State whether the new investment is being made to maintain current affordable units, create additional affordable units, or both.
1 • Specify the required compliance period, whether it is the minimum 15 years or longer.
• State that HOME-ARP funds cannot be used to refinance multifamily loans made or insured by any federal program, including CDBG.
• Other requirements in the PJ’s guidelines, if applicable:

Not applicable. The City of Santa Barbara will not use HOME-ARP funds to refinance existing debt.
--end--
City of Santa Barbara
HOME ARP Allocation Plan
Substantial Amendment
Submit comments to [email protected] no later than August 11, 2025.

City Of Santa Barbara
Community Development Department
Housing & Human Services Division
630 Garden Street
Santa Barbara, Ca 93101
www.SantaBarbaraCA.gov
Draft ATTACHMENT 2
1 HOME-ARP Allocation Plan
Participating Jurisdiction: City of Santa Barbara Date: March 8, 2022 Introduction
On March 11, 2021, the American Rescue Plan (ARP) was signed into law, which provides federal funding to address the continued impact of the COVID-19 pandemic on the economy, public health, State and local governments, individuals, and businesses.

As part of this plan, the Congress appropriated ARP funds to be administered through the HOME Investment Partnership Program (HOME ARP funds) to perform four activities that must primarily benefit qualifying individuals and families who are homeless, at risk of homelessness, or in other vulnerable populations. These activities include: (1) development and support of affordable housing, (2) tenant-based rental assistance (TBRA), (3) provision of supportive services; and (4) acquisition and development of non-congregate shelter units.

The City of Santa Barbara has been allocated $1.8 million in HOME ARP funds and has developed this HOME ARP Allocation Plan describing the planned use for these funds, in accordance with federal regulations. The HOME ARP implementation guidelines are codified by the U.S. Department of Housing and Urban Development Office of Community Planning and Development Notice, CPD-21-10.

Consultation
Summarize the consultation process:

Below is a summary list of the consultation efforts
• Discussion with Santa Maria/Santa Barbara County Continuum of Care - Jan. 13, 2022 • Discussion with Elected Leaders Forum - Jan. 14, 2022 • Public review period – Jan. 27 – Feb. 26, 2022
• City Council Public Hearing: March 1, 2022
• Direct correspondence with agencies that serve qualifying populations Substantial Amendment
August 2025
2 List the organizations consulted, and summarize the feedback received from these entities.

Agency/Org Consulted Type of Agency/Org Method of Consulation Feedback Channel lslands YMCA
Nonprofit Service Provider for
qualifying populations Direct correspondence
Support of TBRA and supportive
services for homeless youth
City Net
Nonprofit Service Provider for
qualifying populations Direct correspondence
Support fuding for provision of
supportive services to persons placed
into housing
Independent Living Resource Center
Nonprofit Service Provider for persons
with disabilities Direct correspondence
Legal Aid Foundation
Nonprofit Service Provider for civil
rights and fair housing Direct correspondence
Salvation Army
Nonprofit Service Provider for
qualifying populations Direct correspondence
Development and support of affordable
housing and the supportive services
that help the participants stay housed
are the most important.

SB ACT
Community Group for homeless
persons and victims of trafficking Direct correspondence Support of Navigation Centers, noncongregate bridge housing and, permanent supportive housing.

Transition House
Nonprofit Service Provider for
qualifying populations Direct correspondence
City of Carpinteria Local Government Elected Leaders Forum on Homelessness City Of Goleta Local Government Elected Leaders Forum on Homelessness City of Lompoc Local Government Elected Leaders Forum on Homelessness Congressman Carbajal's office Elected Official Elected Leaders Forum on Homelessness County of Santa Barbara Local Government Elected Leaders Forum on Homelessness Submitted request for supportive
services funds for persons with EHV
vouchers
County Supervisors Elected Official Elected Leaders Forum on Homelessness District Attorney's office County Department Elected Leaders Forum on Homelessness Private Citizens Elected Leaders Forum on Homelessness
Public Health Department County Department Elected Leaders Forum on Homelessness SB CAG Government Agency Elected Leaders Forum on Homelessness State Assembly office Elected Official Elected Leaders Forum on Homelessness State Senate office Elected Official Elected Leaders Forum on Homelessness US Senate office Elected Official Elected Leaders Forum on Homelessness Behavioral Wellness Department
County Department and service
provider for qualifying population
Santa Maria/Santa Barbara County Continuum of
Care board meeting
City of Santa Maria Local Government
Santa Maria/Santa Barbara County Continuum of
Care board meeting
County Education Office County Department
Santa Maria/Santa Barbara County Continuum of
Care board meeting
Domestic Violence Solutions
Nonprofit Service Provider for victims
of domestic violence
Santa Maria/Santa Barbara County Continuum of
Care board meeting
Good Samaritan Shelter
Nonprofit Service Provider for
qualifying populations
Santa Maria/Santa Barbara County Continuum of
Care board meeting
Housing Authority of the City of Santa Barbara
Public Housing Authority and housing
provider for qualifying population
Santa Maria/Santa Barbara County Continuum of
Care board meeting
Support fuding for provision of
supportive services to persons placed
into housing
Housing Authority of the County of Santa
Barbara
Public Housing Authority and housing
provider for qualifying population
Santa Maria/Santa Barbara County Continuum of
Care board meeting
New Beginnings Counseling Center
Nonprofit Service Provider for
qualifying population and veterans
Santa Maria/Santa Barbara County Continuum of
Care board meeting
Pacific Pride Foundation
Nonprofit Service Provider for
qualifying population and persons with

AIDS/HIV
Santa Maria/Santa Barbara County Continuum of
Care board meeting
People Assisting the Homeless
Nonprofit Service Provider for
qualifying population
Santa Maria/Santa Barbara County Continuum of
Care board meeting
Peoples Self Help Housing
Nonprofit Service Provider and lowincome housing developerSanta Maria/Santa Barbara County Continuum of Care board meeting
Santa Maria/Santa Barbara County Continuum
of Care Continuum of Care
Santa Maria/Santa Barbara County Continuum of
Care board meeting
Social Venture Partners Philantrophic Foundation
Santa Maria/Santa Barbara County Continuum of
Care board meeting
UCSB Higher Education
Santa Maria/Santa Barbara County Continuum of
Care board meeting
3 The feedback received from consulting the above listed organizations was to prioritize funding for supportive services, specifically for persons placed into housing so that they can remain housed.

The second most common theme was support for the development of housing units for the qualifying population.

Public Participation
Describe the public participation process, including information about and the dates of the public comment period and public hearing(s) held during the development of the plan:
• Public comment period: start date - 1/27/2022 end date - 2/26/2022 • Public hearing: 3/1/2022
In accordance with the City’s Citizen Participation Plan, the draft Allocation Plan was made available for a 30-day public review and comment period. The draft plan was posted on the City Website home page, and a notice was published in the Santa Barbara News Press. A Public Hearing was held before the City Council on March 1.

Describe any efforts to broaden public participation:

The draft plan was posted on the City Website home page, and a notice was published in the Santa Barbara News Press. The public hearing was noticed as per the Brown Act. Notices included the process to request physical accommodations and/or documents in alternate formats. Due to the Covid-19 pandemic all public meetings were held virtually, as allowed by law.

Summarize the comments and recommendations received through the public participation process:

There were no public comments submitted.

Summarize any comments or recommendations not accepted and state the reasons why:

Not applicable.

Needs Assessment and Gaps Analysis
Describe the size and demographic composition of qualifying populations within the PJ’s boundaries:

Santa Barbara has the highest population of persons experiencing homelessness in Santa Barbara County. The 2020 Point in Time (PIT) count found 1,897 persons experiencing homelessness countywide, with 68% of those in the South Coast. Notably, of the total countywide homeless population, 48% were specifically within the City of Santa Barbara.

Notably, PIT count data only provides a snapshot of the current state of homelessness within the community on a given date, however Homeless Management Information System (HMIS) data shows that the numbers could be higher. According to the County of Santa Barbara 2020-2021 HUD performance data, 3,347 persons experiencing homelessness were served during this period, which is almost double than PIT counts.

In regard to demographics, VI-SPDAT (Vulnerability Index - Service Prioritization Decision 4 Assistance Tool) assessment data shows that: 80% of persons experiencing homelessness were White; 10% were Black/African-American; 2% were Native Hawaiian or Pacific Islander; 1% were Asian. Thirty one percent were Hispanic. These demographics are generally in line with U.S.

Census demographics with two exceptions: Black/African-American persons only make up 2% of the overall citywide population, while making up 10% of the homeless population; and Native Hawaiian or Pacific Islanders, which only make up 0.2% of the general population, but make up 2% of the homeless population. While two different data sources were used for this assessment, this disparity should still be noted and a greater emphasis should be placed on addressing the needs of these particular populations.

Additionally, VI-SPDAT data shows that 19% have a physical disability, 44% have a chronic health condition, 30% have a substance use disorder, and 34% have mental health conditions or brain injuries. The PIT identified 117 homeless veterans countywide, which is a decrease from 210 counted in 2020. New Beginnings Counseling Center reported serving 372 veterans and their families in Santa Barbara through its Supportive Services for Veteran Families program.

The City’s 2020 – 2024 Consolidated Plan, based on the National Intimate Partner and Sexual Violence Survey by CDC and ACS population data, estimates that about 4,055 Santa Barbara residents (5.5% of women and 5.2% of men) experience rape, physical violence, and/or stalking by an intimate partner annually.

In 2019, Domestic Violence Solutions for Santa Barbara County (DVS), the only agency in Santa Barbara County focused on providing shelter and assistance to victims of domestic violence served approximately 480 individuals at its emergency shelters; 5,200 individuals through its crisis call line; and 400 individuals through assistance with first responder calls. Also, Standing Together to End Sexual Assault, a counseling and advocacy organization in Santa Barbara reports providing services to more than 500 survivors of sexual assault and their significant others annually.

Although the supportive and housing services needed by this population vary, generally, all need health care and counseling immediately following the event and continued mental health support to assist with the traumatic stress disorder related to the event. Victims may also require assistance with substance abuse and mental health services, both of which are common among this population.

Moreover, access to affordable housing is also critical: the National Alliance to End Homelessness argues that a “strong investment in housing is crucial [to victims of domestic violence]…so that the family or woman is able to leave the shelter system as quickly as possible without returning to the abuse.” The Alliance also reports that studies on homelessness have shown a correlation between domestic violence and homelessness.

Describe the unmet housing and service needs of qualifying populations, including but not limited to:
• Sheltered and unsheltered homeless populations;
• Those currently housed populations at risk of homelessness; 5 • Other families requiring services or housing assistance or to prevent homelessness; and, • Those at greatest risk of housing instability or in unstable housing situations:

Although there are a number of shelter options in the city, there are not enough to meet demand.

According to the County Action Plan, an additional 68% emergency shelter beds above those currently available are needed countywide to house all the individuals that are living in cars, tents, parks, streets, and riverbeds. In 2019, the Santa Barbara County Community Action Plan to Address Homelessness identified the number and types of temporary and permanent housing needed to satisfy the current unmet need of persons experiencing homelessness in the South County.
• Temporary beds, i.e. shelter beds – 369
• Rapid Rehousing – 537
• Permanent Supportive Housing – 602
• Long Term Subsidy - 270
More recently, the Santa Maria/Santa Barbara County Continuum of Care annual gaps analysis found a continued large need for additional housing, shelter and services. Specifically, 551 interim housing beds; rental assistance for 801 households; 994 supportive housing units; outreach services for 886 individuals; prevention/diversion services for 430 households.

There are a number of services available to victims of domestic violence, but capacity is limited.

Specifically in terms of housing and shelter, Domestic Violence Solutions’ emergency shelter in Santa Barbara has 8 rooms, each with 2 sets of bunk beds and a single room with one bed, and shelter is generally limited to 60 days. DVS also provides permanent housing project-based Section 8 housing for 15 domestic violence survivors and their families.

Housing specifically for homeless veterans is also limited; the Housing Authority of the City of Santa Barbara has access to 30 HUD VASH vouchers, and recently opened Johnson Court- which provides 16 studio units dedicated to homeless veterans – the only of its kind in Santa Barbara.

Low income households are at greatest risk of housing instability and are at greater risk of homelessness. Santa Barbara is one of the most expensive cities to live in. Real estate data retrieved by Compass Real Estate shows that as of October 2021, the median residential sales price in the City of Santa Barbara is $1,600,000: an increase of 7.2% from the previous year. The City’s annual rental housing survey in 2021 found that the cost of renting a house or apartment in Santa Barbara is extremely high. The median rent for a studio apartment was $1,700 per month, and a one bedroom costs about $1,900 per month. Larger apartments increase significantly in cost:
$2,700 for a 2-bedroom apartment, and $3,950 for a 3-bedroom, which severely impacts larger households.

Additionally the Housing Market Analysis of the City’s 2020 Consolidated Plan found more than 3,400 households at 30% less of the Area Median Income, were “cost burdened” (defined as paying more than 30% of income on rent) or “severely cost burdened” (paying more than 50% of income on rent).
6 The Market Analysis also found that between 2000 and 2018 the median home value in Santa Barbara doubled (from $479,800 to $993,600) and median contract rent rose by 89 percent (from $886 to $1,671). Meanwhile, median incomes only rose by 22 percent (between 2010 and 2018).

Identify and consider the current resources available to assist qualifying populations, including congregate and non-congregate shelter units, supportive services, TBRA, and affordable and permanent supportive rental housing:

The City of Santa Barbara has a few resources directly available to assist qualifying populations.

The City is an entitlement jurisdiction for Community Development Block Grants (CDBG) and HOME Investment Partnership funds, and Permanent Local Housing Allocation (PLHA) from the State of California.

The City allocates its entire 15% CDBG Public Services cap for activities that provide shelter or housing to persons experiencing homelessness and victims of domestic violence. The City also has access to approximately $600,000 in CDBG Revolving Loan Funds for rehabilitation of multi-unit affordable housing.

Also, the City allocated the majority of its HOME allocation for TBRA activities for persons who are homeless or at-risk of homelessness. Additionally, the City also makes available General Fund dollars to supplement supportive services and shelter programs on an annual basis.

In fiscal year 2020-2021 the City committed funds as shown in the following table.

TYPE OF PROGRAM FUNDING SOURCE AMOUNT
Prevention Human Services (General Fund) $37,145
TBRA HOME Entitlement & Program
Income
$491,725
Shelter Services CDBG Public Services and General
Fund
$423,828
Supportive Services Human Services and California PLHA $402,200 The City Council of Santa Barbara recognizes the urgency of the homelessness crisis, and during 2021 approved three one-time funding allocations totaling $3.3 million in City reserves to provide non-congregate shelter to persons living in high risk encampments. However, as a result of the COVID 19 pandemic, the City has experienced a significant decline in major revenue sources, including sales tax, transient occupancy tax, and various departmental revenues. The City does not have the financial capacity to fund such large scale projects on an ongoing basis without a steady, ongoing source of direct funding.

Identify any gaps within the current shelter and housing inventory as well as the service delivery system:

As stated earlier, the Santa Maria/Santa Barbara County Continuum of Care annual gaps analysis found a continued large need for additional housing, shelter and services. As demonstrated in the table below.
7 HOUSING AND SERVICES

TOTAL NEED
(FROM COC GAPS

ANALYSIS)
AMOUNT

AVAILABLE

ANNUALLY
UNMET
NEED
Interim
Housing/Shelter 2,838 1,690 551
Rental Assistance 1,546 745 801
Supportive Housing 1147 153 994
Outreach Services 1,835 949 886
Prevention /Diversion 480 50 430
Source: County of Santa Barbara HOME ARP Allocation Plan Identify the characteristics of housing associated with instability and an increased risk of homelessness if the PJ will include such conditions in its definition of “other populations” as established in the HOME-ARP Notice:

The City intends to support activities that provide housing and support services to all qualifying populations as defined in section IV.A. Qualifying Populations of HUD’s Notice CPD-21-10, which establishes the implementation rules of the HOME-ARP program.

Identify priority needs for qualifying populations:

The priority needs for the qualifying populations include providing HOME ARP funds for acquisition, rehabilitation or construction of affordable housing, and supportive services that enable qualifying populations to obtain and maintain permanent housing. Based on feedback received during the consultation process the greatest priority should be given to the provision of supportive services.

Explain how the level of need and gaps in its shelter and housing inventory and service delivery systems based on the data presented in the plan were determined:

The Santa Maria/Santa Barbara County Continuum of Care’s annual gaps analysis was developed using data from the Point in Time Count, Housing Inventory Count, HMIS and Coordinated Entry System data from 2019, and available data from 2020 and 2021.

HOME-ARP Activities
Describe the method for soliciting applications for funding and/or selecting developers, service providers, subrecipients and/or contractors and whether the PJ will administer eligible activities directly:

The City will administer HOME ARP funds directly. For specific activities, when a program is outside the capacity of City staff, the City will conduct a Request for Proposals to select a qualified service provider. For housing activities, the City will conduct a Request for Proposals to identify a qualified development project.

The City will also accept and evaluate written formal requests for funding from partner agencies such as Santa Barbara County, the Santa Maria/Santa Barbara County Continuum of Care, or the Housing Authority of the City of Santa Barbara.
8 If any portion of the PJ’s HOME-ARP administrative funds were provided to a subrecipient or contractor prior to HUD’s acceptance of the HOME-ARP allocation plan because the subrecipient or contractor is responsible for the administration of the PJ’s entire HOME-ARP grant, identify the subrecipient or contractor and describe its role and responsibilities in administering all of the PJ’s HOME-ARP program:

Not applicable. City staff will administer HOME ARP funds directly.

PJs must indicate the amount of HOME-ARP funding that is planned for each eligible HOMEARP activity type and demonstrate that any planned funding for nonprofit organization operating assistance, nonprofit capacity building, and administrative costs is within HOMEARP limits.

The following table may be used to meet this requirement.

Use of HOME-ARP Funding
Funding Amount Percent of
the Grant
Statutory
Limit
Supportive Services $600,000
$750,979
Acquisition and Development of
Non- Congregate Shelters $ 0
Tenant Based Rental Assistance (TBRA) $ 0
Development of Affordable Rental Housing $ 982,863
Non-Profit Operating $ 0 0 % 5%
Non-Profit Capacity Building $ 0 0 % 5%
Administration and Planning $279,328.80
$131,127 15 % 15%
Total HOME ARP Allocation $1,862,192
$1,864,969
Additional narrative, if applicable:

Not applicable.

Describe how the characteristics of the shelter and housing inventory, service delivery system, and the needs identified in the gap analysis provided a rationale for the plan to fund eligible activities:

As previously stated, the Continuum of Care’s gap analysis demonstrated continued need for additional housing, shelter, and supportive services countywide. Specifically, there is need for 551 interim housing beds, rental assistance for 801 households, 994 supportive housing units, outreach services for 886 individuals, and prevention /diversion services for 430 households. Considering that 48% of the countywide homeless population resides within the City of Santa Barbara, a significant amount of these resources are needed locally.

There are significant gaps across the entire shelter and housing inventory, and service delivery system. The City leverages local resources to help meet the local need, but it does not receive consistent direct funding to fill all the aforementioned gaps. 9 The state of California has made significant investments to provide financial assistance to local jurisdictions to address homelessness, such as Project Homekey and Homeless Housing and Assistance Program (HHAP), but those funds do not come to the City directly and in cases like Project Homekey, are awarded competitively or are allocated through the County and/or the CoC.

Given the City’s limited resources, the rationale for funding the aforementioned activities is that HOME ARP funds give the city the ability to leverage funds to acquire, develop or rehabilitate housing with funds made available through financial programs like Project Homekey. Given the high cost of real estate in Santa Barbara, where local real estate data shows that in the first three quarters of 2021 there were 33 commercial sales that totaled $89.4 million, it is necessary to leverage the most amount of funding possible. Additionally, the need for supportive services dollars to help persons placed into housing remain housed has been identified as a crucial unmet need by both service providers and the County CoC.

HOME-ARP Production Housing Goals
Estimate the number of affordable rental housing units for qualifying populations that the PJ will produce or support with its HOME-ARP allocation:

The City estimates it will produce or support the development of 10 -30 affordable rental housing units for qualifying populations. No less than 70% of the affordable rental housing units acquired, rehabilitated or constructed with HOME-ARP funds must be occupied by households in the qualifying populations.

Describe the specific affordable rental housing production goal that the PJ hopes to achieve and describe how it will address the PJ’s priority needs:

The City of Santa Barbara continues to place as high priority on decent housing. As described in detail in the City’s 2020-2024 Consolidated Plan Needs Assessment and Market Analysis, the city has a shortage of affordable housing units, a shortage of accessible housing units, relatively older housing stock, and rental units that are in poor condition.

The need for decent housing has consistently been identified as a top concern in Santa Barbara, coupled with the high number of persons experiencing homelessness in Santa Barbara. As such, the City has prioritized the acquisition, rehabilitation or construction of affordable housing, as well as provision of support services to homeless individuals over numerous years. The City will provide HOME-ARP funding to achieve the goal of increasing the inventory of affordable rental housing units, and supportive services. It will support the provision of decent housing by increasing the availability and accessibility of affordable housing for qualifying populations. 10 Preferences
Identify whether the PJ intends to give preference to one or more qualifying populations or a subpopulation within one or more qualifying populations for any eligible activity or project:
• Preferences cannot violate any applicable fair housing, civil rights, and nondiscrimination requirements, including but not limited to those requirements listed in 24 CFR 5.105(a).
• PJs are not required to describe specific projects to which the preferences will apply.

Not applicable. The City intends to support activities that provide housing and support services to all qualifying populations as defined in section IV.A. Qualifying Populations of HUD’s Notice CPD-21-10, which establishes the implementation rules of the HOME-ARP program.

If a preference was identified, explain how the use of a preference or method of prioritization will address the unmet need or gap in benefits and services received by individuals and families in the qualifying population or category of qualifying population, consistent with the PJ’s needs assessment and gap analysis:

Not applicable.

If a preference was identified, describe how the PJ will use HOME-ARP funds to address the unmet needs or gaps in benefits and services of the other qualifying populations that are not included in the preference:

Not applicable.

HOME-ARP Refinancing Guidelines
If the PJ intends to use HOME-ARP funds to refinance existing debt secured by multifamily rental housing that is being rehabilitated with HOME-ARP funds, the PJ must state its HOME- ARP refinancing guidelines in accordance with 24 CFR 92.206(b). The guidelines must describe the conditions under with the PJ will refinance existing debt for a HOME-ARP rental project, including:
• Establish a minimum level of rehabilitation per unit or a required ratio between rehabilitation and refinancing to demonstrate that rehabilitation of HOME-ARP rental housing is the primary eligible activity
• Require a review of management practices to demonstrate that disinvestment in the property has not occurred; that the long-term needs of the project can be met; and that the feasibility of serving qualified populations for the minimum compliance period can be demonstrated.
• State whether the new investment is being made to maintain current affordable units, create additional affordable units, or both.
11 • Specify the required compliance period, whether it is the minimum 15 years or longer.
• State that HOME-ARP funds cannot be used to refinance multifamily loans made or insured by any federal program, including CDBG.
• Other requirements in the PJ’s guidelines, if applicable:

Not applicable. The City of Santa Barbara will not use HOME-ARP funds to refinance existing debt.
--end--

CITY OF SANTA BARBARA

COUNCIL AGENDA REPORT
AGENDA DATE: August 12, 2025
TO: Mayor and Councilmembers
FROM: City Administrator’s Office
SUBJECT: Approve Sole Source Purchasing Request for Parking Revenue Control Equipment, Maintenance Services, Replacement Parts, and Payment Processing
RECOMMENDATION:

That Council authorize an amendment to the current five-year sole source purchase request with SKIDATA, Inc. to increase funds available and allow the General Services Manager to award purchase order contracts necessary to support continued operation of the City’s parking facilities.

DISCUSSION:

The City of Santa Barbara’s (City’s) Downtown Parking Program operates and maintains five parking structures and seven surface lots, totaling approximately 3,300 spaces. Each facility is equipped with SKIDATA, Inc. (SKIDATA) revenue control equipment.

Collectively, this equipment processes approximately 3 million transactions per year and generates roughly $7 million in annual revenue from hourly parking and monthly permits.

Proper maintenance and support of this equipment are essential to the smooth and uninterrupted operation of the City’s parking facilities.

On December 6, 2022, Council approved a five-year sole source agreement with SKIDATA for preventative maintenance, labor, and materials to be provided through annual purchase orders. This agreement includes a not-to-exceed amount of $139,000 and ends in December 2027.

Staff recommends amending the current five-year sole source agreement to increase funds available for purchase orders with SKIDATA. This adjustment is necessary to account for inflation, rising industry costs, and expansion of services provided by SKIDATA. These expanded services include SWEB mobile pay and a new parking management system for monthly permit holders, which will enhance customer service and operational efficiency.

Agenda Item No. 5
File Code No. 170.01
Council Agenda Report
Approve Sole Source Purchasing Request for Parking Revenue Control Equipment, Maintenance Services, Replacement Parts, and Payment Processing August 12, 2025

BACKGROUND:

Prior to the design of the Granada Garage, staff conducted an extensive review of revenue control systems in the parking industry. The goal was to select a state-of-theart system for the Granada Garage that could be expanded to the rest of the Downtown Parking system. SKIDATA’S equipment offered the features that would best meet current and future Parking Program needs. Since then, SKIDATA equipment has been installed in all City Parking Facilities to ensure system-wide consistency and reliable performance.

SKIDATA is a Swiss company with a regional distributor in Van Nuys, California. It is the only source through which the City can purchase SKIDATA parts and equipment, therefore invoking the exemption from the bidding requirements under Santa Barbara Municipal Code Section 4.52.070 (k). Because of SKIDATA’s proximity to the City, they can provide online technical support, regular equipment maintenance and repair, and can be on site to respond to critical calls within 24 hours.

Council has previously authorized sole source agreement with SKIDATA (formerly known as Sentry) on June 26, 2007, July 3, 2012, June 27, 2017, and most recently on December 6, 2022.

BUDGET/FINANCIAL INFORMATION:

Expenditures on SKIDATA purchase orders will not exceed the amounts Council has approved in the budget for the Downtown Parking Fund.

ATTACHMENTS:

1. SKIDATA Council Agenda Report 12.06.2022

2. SKIDATA Maintenance Agreement Proposal

3. SKIDATA Fee Estimate for Windcave Transaction Fees

4. SKIDATA Fee Estimate for System Upgrade
PREPARED BY: Edward France, Downtown Parking and Plaza Manager/KF/nv SUBMITTED BY: Sarah Clark, Downtown Team Manager
APPROVED BY: Kelly McAdoo, City Administrator

CITY OF SANTA BARBARA

COUNCIL AGENDA REPORT
AGENDA DATE: December 6, 2022
TO: Mayor and Councilmembers
FROM: Downtown Parking Division, Public Works Department SUBJECT: Approve Sole Source Purchasing Request for Parking Revenue Control Equipment, Maintenance Services, Replacement Parts, and Payment Processing
RECOMMENDATION: That Council:

A. Waive compliance with the formal bid procedure pursuant to Santa Barbara Municipal Code section 4.52.070(K) and authorize the sole source purchase of Skidata, Inc. parking revenue control equipment and replacement parts from Skidata Group for a period of five years; and
B. Authorize a contract with Skidata Group to provide equipment maintenance services and payment processing for the five-year period at an annual cost of $139,000.

DISCUSSION:

The Downtown Parking Program (Parking Program) operates and maintains five parking structures and seven surface lots with approximately 3,300 spaces. Each year, the revenue control equipment in the parking lots and structures process approximately 3 million transactions and generate approximately $7 million in hourly and monthly permit parking revenues. Proper maintenance of the Skidata equipment is essential to the successful operation of the parking facilities. Since 2006, Skidata Group (Skidata) installed and has been successfully maintaining the revenue control equipment in the City’s parking lots. Staff recommends entering into another five-year contract with Sentry to provide equipment maintenance services, parts, and payment processing.

This requires that Council waive compliance with the formal bid procedure.

Background:

Prior to the start of the design phase of the Granada Garage construction project, Downtown Parking staff performed extensive research by analyzing and evaluating available revenue control systems in the parking industry. The goal was to select a stateof-the-art system for the Granada Garage that could then be expanded to the rest of the Downtown Parking system. At that time, it was determined that the equipment had the ATTACHMENT 1
Council Agenda Report
Approve Sole Source Purchasing Request For Parking Revenue Control Equipment Maintenance Services, Replacement Parts, and Payment Processing December 6, 2022

features and the sophistication that would best meet the current and future needs of the Parking Program.

Council authorized five-year Sole Source agreements with Skidata (formerly Sentry) once on June 26, 2007, again on July 3, 2012, and most recently on June 27, 2017 to perform preventative maintenance and supply labor and materials. The Skidata equipment has been well maintained and continues to function very well, though some components of the system are reaching end-of-life.

In 2020 and 2021, Downtown Parking performed significant revenue control system updates and added Skidata Automated License Plate Recognition (ALPR) equipment to the system. These revenue control system updates include changes to credit card processing that require payment of additional processing fees to Skidata, which have been included in this request.

Skidata is a Swiss company with a local distributor in Van Nuys, California, and is the only source through which the City may purchase and install Skidata parts and equipment. Because of Skidata’s proximity to the City of Santa Barbara, they are able to provide online technical support, regular equipment maintenance and repair, and can be onsite to respond to critical calls within 24 hours.

Direct negotiation has been the most effective method for generating improved cost schedules for the Parking Program. As the relationship between the City and Skidata has developed, Skidata has willingly re-examined pricing terms and offered suggestions for increasing efficiency, cost savings, and revenue generation.

Renewing the City’s contract with Skidata will ensure a continued high level of operations, technical software support, and hardware maintenance of this complex, sophisticated digital computerized equipment. Sole source selection of Skidata and the continued use of Skidata equipment and parts ensures uninterrupted operation of parking services.

BUDGET/FINANCIAL INFORMATION:

The total cost of the proposed contract with Skidata is $139,000 per year. This includes $57,000 to perform quarterly preventative maintenance and replace thermal print heads as needed, $25,000 for labor and materials not included in the preventative maintenance contract, such as knock downs of ticket columns, destruction of gate arms, and other unexpected electronic malfunctions, and an additional $57,000 for the variable monthly payment processing fees due to Skidata for the credit card transactions at our exit columns. The Parking Program appropriates sufficient funds in each operating year’s budget to cover the annual costs associated with this five-year agreement with Skidata.

A copy of the agreements may be requested from the Public Works Department for public review by contacting [email protected].

Council Agenda Report
Approve Sole Source Purchasing Request For Parking Revenue Control Equipment Maintenance Services, Replacement Parts, and Payment Processing December 6, 2022

ATTACHMENT(S): Identify the Attachment(s); if more than one, number them beginning with 1. Delete this section if there are no attachments.

PREPARED BY: Sarah Clark, Downtown Plaza and Parking Manager/EP/nv SUBMITTED BY: Clifford M. Maurer, P.E, Public Works Director APPROVED BY: City Administrator’s Office
SKIDATA, Inc. © 2024 Version 4.0 pg. 1
SKIDATA Expert Services
SKIDATA.Care Pack Modules
Business Unit: CA Country: USA Sales Manager:

PROJECT/SYSTEM DETAILS:

Site Name: City of Santa Barbara
System ID: 1702968 PL Version: V14
Address: 1221 Anacapa St Santa Barbara, California 93101 On-site Contact: Kayla Fair Title/Dep’t: Accounting
Asst./Public Works
Email: [email protected] Phone: (805) 564-5656
x4616
OWNERSHIP INFORMATION:

Company Name: City of Santa Barbara – Pubic Works
Address: 1221 Anacapa St Santa Barbara, California 93101 Contact Name: Edward France Title/Dep’t:

Downtown Parking
and Plaza
Manager/Public
Works
Email: [email protected] Phone: (805) 564-5656 x4610
BILL TO INFORMATION:

Company Name: City of Santa Barbara
Address: 1221 Anacapa St Santa Barbara, CA 93101
Contact Name: Ed France Title/Dep’t:

Downtown Parking
and Plaza
Manager/Public
Works
Email: [email protected] Phone: (805) 564-5656 x4610
ATTACHMENT 2

SKIDATA, Inc. © 2024 Version 4.0 pg. 2
SKIDATA.Care Pack MODULES
Service Name
Warranty
(First
Year)
Basic Extended Premium Premium
Plus

REACTIVE
Coverage Period MON to FRI
8a – 5p
MON to FRI
8a – 5p
MON to SUN
8a – 5p
MON to
SUN
24 Hrs
MON to
SUN
24 Hrs
Time to Support (hrs) remote
(Critical/Major/Moderate/Minor) 8/24/48/48 8/24/48/48 4/8/24/24 2/4/8/8 1/4/8/8 Time to Support (hrs) onsite
(Critical/Major/Moderate/Minor) 24/72/72/72 24/72/72/72 24/48/72/72 8/24/48/48 4/8/24/24 Service Labor Not
Included
Not
Included Incidents Incidents
Requests
Incidents
Requests
ThirdParty

PREVENTATIVE
Hardware Maintenance Not
Included Quarterly Quarterly Quarterly Quarterly
Software Maintenance Included Included Included Included Included Training Not
Included
Not
Included
Annual
4 Hrs
Annual
Full Day Unlimited
Performance Review Call History
Export
Call History
Export Quarterly Monthly Monthly
PARTS
Spare Parts
(excl. wear & tear) Included Not Included Not Included Not Included Not
Included
Annual Module Price: Incl. in
project $52,556 $64,257 $77,108 $92,530

ADDITIONAL OPTIONS
Service Name Annual Option Price
Spare Parts.Care Not included
Protect.Care (Anti-Virus)* Not included see Separate
SaaS agreement
Upgrade.Care Not included see Separate
SaaS agreement
*required if you do not provide your own
YOUR SKIDATA.Care Pack
Selected SKIDATA.Care Module: Premium Plus $
Selected SKIDATA.Care Options:
☐ Spare Parts.Care $
☐ Protect.Care $
☐ Upgrade.Care $
ANNUAL PRICE (Module Price + Options): $

GENERAL AGREEMENTS
Contract Start Date: 7/1/2025
Payment Frequency: Quarterly in advance
The annual price will be adjusted according to the consumer price index.

The accompanying appendices are an integral part of this contract.

SKIDATA, Inc. © 2024 Version 4.0 pg. 3
Customer: SKIDATA, Inc.:

Signature Signature
Print Print
Date Date
Location
SKIDATA Legal Entity
SKIDATA, Inc.
5090 North 40th Street, Suite 450
Phoenix, AZ 85018
Appendices
Appendix A: Service Description
Appendix B: Site Details
Appendix C: Service Price List
Appendix D: Service Conditions
SKIDATA® is a registered trademark of SKIDATA GmbH in the USA, the European Union and other countries.

SKIDATA Expert Services
Appendix A: Service Description
SERVICE COVERAGE PERIOD (Hotline.Care)
SKIDATA technicians are available if you need them. Within the agreed coverage period, the customer is able to contact SKIDATA via telephone, email or customer portal to get functional support.

Telephone: 833-SKIDATA (833-754-3282)
Email: [email protected]
Portal URL: Available upon completion of portal registration • Each support case will be registered and handled according to standardized processes. • Per support case via Help Desk, a support time of 15 minutes is included. • Additional support will be charged according to the ‘SKIDATA Expert Services Price List’ (Appendix C) or is covered by the service agreement.
• Within the defined coverage period of the selected option, no supplements (weekend or nightwork) will be charged.
• Within the defined coverage period of the selected module, the agreed ‘time to support remote’ and the ‘time to support on-site’ values are valid.

SKIDATA, Inc. © 2024 Version 4.0 pg. 4
• The Help Desk may only be called by customer employees who have been trained to use SKIDATA systems.

The work is to be performed between the hours of the day as approved and directed by SKIDATA together with the Customer. Any work performed outside this time will be billed on a time and material basis. Time will be calculated in thirty (30) minute intervals with a minimum of sixty (60) minutes for work performed onsite, and a minimum of thirty (30) minutes for work performed remotely during covered hours, and two (2) hours for any work performed after-hours.

TIME TO SUPPORT - ONSITE & REMOTE (Prioritization.Care) Within the agreed coverage period, each incident will be prioritized and handled according to the agreed classification. Incidents are classified into four categories:
• Critical: the contractually agreed use is impossible or unreasonably restricted and the error materially affects the Principal’s business processes.
• Major: the contractually agreed use is very restricted and the error materially affects the Principal’s business processes, however, the Principal is still able to continue to work in a restricted manner. • Moderate: the contractually agreed use is slightly restricted and the error slightly affects the Principal’s business processes, however, the Principal is still able to continue to work in a slightly restricted manner.
• Minor: Incidents which do not fall into any other category.

The values within the overview grid on page 1 represent hours.

Example: 8/24/48/48 - The first figure is valid for the classification level ‘Critical’, the second for ‘Major’, the third for ‘Moderate’ and the fourth for ‘Minor’.

The classification of incidents is done by SKIDATA in agreement with the customer.

Prioritization times are classified into two categories:
• Time to support remote: Time between the notification of an incident by the customer or the detection of an incident by SKIDATA and the time until SKIDATA starts troubleshooting remote. • Time to support on-site: Time between the notification of an incident by the customer or the detection of an incident by SKIDATA and the arrival at the site where the incident is detected, if it cannot be fixed by means of remote access or telephone support. customer notifies /
SKIDATA detects
incident
start remote support end troubleshooting start on-site
support
optional incident
reclassification
time
time to support
on-site
time to support
remote
incident classification

SKIDATA, Inc. © 2024 Version 4.0 pg. 5
Figure: visualization of prioritization times

SERVICE LABOR
SKIDATA is committed to the high-quality training and knowledge of its service personnel. Each service technician is obliged to complete a three-level training program with a final examination.

Within the agreed coverage period, different types of service labor activities can be included. Service labor activities are divided into three types:
• Incidents: Incident management is performed by a logical, systematic search for the cause of a problem so that the device or process is ready for operation again after the solution. • Requests: Service requests are plannable activities to change the behavior and functionality of the access system.
• Service on third-party equipment: Third-party equipment is hardware and software not provided by SKIDATA but related to the functionality of the access system. Third party equipment covered by the agreement must be listed within Appendix B.

Troubleshooting is generally done remotely. If remote troubleshooting is not possible, SKIDATA reserves the right to carry out a service visit on-site to handle the incident.

Excluded labor activities:
• Troubleshooting of issues caused by misconduct of customer employee or operators • Troubleshooting of issues caused by force majeure

HARDWARE MAINTENANCE
Hardware maintenance is a preventive maintenance and includes the inspection, cleaning, and adjustment of hardware components as well as the execution of test runs necessary for proper operation. The costs of labor and travel within designated markets are included. (See Appendix C for Zone Charge disclosure.) Hardware maintenance is classified into Level 1 and Level 2 activities:
• Level 1 activities: Cleaning and visual inspection
• Level 2 activities: Maintenance according to inspection plan, replacement of wear parts if necessary.

A detailed list of activities is available on request.

Required spare parts will be invoiced if the option ‘Spare Parts.Care’ is not part of this agreement.

SOFTWARE MAINTENANCE
Software maintenance is a preventive maintenance and includes selected checks of the SKIDATA software and operating system.

Software maintenance is classified into Level 1 and Level 2 activities:
• Level 1 activities: Patching (operating system, SKIDATA software) • Level 2 activities: Database maintenance (archiving, indexing, log-file check, maintenance plan), updates within the same SKIDATA software release

SKIDATA, Inc. © 2024 Version 4.0 pg. 6
A detailed list of activities is available on request.

TRAINING (Training.Care)
The better you know your SKIDATA system, the more efficiently you can use it. For this reason, we pass on our knowledge to you in structured training sessions at our training locations.

Within the agreed coverage period, training can be included up to the annual total in four (4) hour increments.

The training program will be defined prior to the training session according to the needs of the customer.

If training is part of the service agreement, attendance is required by the primary customer team, otherwise the agreed reaction times cannot be guaranteed.

PERFORMANCE REVIEW
SKIDATA offers different levels of performance reviews to analyze the performance of SKIDATA’s service delivery.

The following performance review types are available:
• Call history export: On request a summary of logged service calls will be provided. The summary is an export of SKIDATA’s service management application. • Quarterly report: SKIDATA provides proactive a summary of logged service calls per quarter.

The summary is an export of SKIDATA’s service management application. It includes the fulfillment level of the agreed SLAs and shows basic performance statistics. • Monthly report: SKIDATA provides proactive a summary of logged service calls per month. The summary is an export of SKIDATA’s service management application. It includes the fulfillment level of the agreed SLAs and shows basic performance statistics.

SPARE PARTS.CARE (if selected)
This option extends the service agreement with the supply and installation of spare parts. Spares repaired by SKIDATA are refurbished and fully functional.

Excluded from the scope of delivery are spare parts which have been damaged by improper use, vandalism or weather conditions. Also excluded are “wear and tear” parts:
• Thermo printer head
• Shear bolts
• Barrier arms
• Short term tickets
• Backup batteries for UPS
PROTECT.CARE (if selected)
This option extends the service agreement with the installation and operation of a SKIDATA qualified antivirus solution. This option must be selected unless the customer provides their own anti-virus solution.

All SKIDATA products with Microsoft Windows® based operating systems should be equipped with an antivirus service agent. The agent communicates via the internet with the central anti-virus service to get the latest security updates (patterns). The agent protects against malicious software infection, detects potential threats, and removes them to prevent system downtime.

SKIDATA, Inc. © 2024 Version 4.0 pg. 7
UPGRADE.CARE (if selected)
A prerequisite for this option is an access solution with a supported management software (Parking.Logic, Freemotion.Logic, Handshake.Logic) installed.

This option extends the service agreement with regular upgrades of the management software of the SKIDATA access solution.

Upgrade means the transition from one major release to the subsequent one. It usually contains some major new features as well as basic enhancements that extend the functionality of software or hardware.

The upgrade includes the required SKIDATA software licenses, the preparation of the upgrade and the installation of upgrade. SKIDATA has a special focus to minimize the downtime of the access solution during the upgrade.

OBSOLETE AND UNSUPPORTED HARDWARE/SOFTWARE
Replacement of unsupported hardware or software is not included in the scope of work under this Services Agreement unless otherwise documented. Every reasonable attempt will be made to support and maintain operational status. SKIDATA is in no way responsible for replacing product, hardware or software that is no longer supported or in obsolescence by the original equipment manufacturer (OEM).

Every attempt within reasonable time and cost will be attempted to support equipment installed at the Facility, including untraditional methods. If it is decided that a product is unsupportable and/or that supportability will require an unreasonable amount of resources, a proposal will be submitted by SKIDATA to Customer. It is at SKIDATA’s sole discretion to determine what is unreasonable and what products are unsupportable.

SKIDATA Expert Services
Appendix B: Site Details
Product Category Installation Date:

SKIDATA
Hardware:
43 columns
43 Barriers
28 Workstation PC

SKIDATA
Software:

Current PLV14
Move to SaaS 8/1/2025
SaaS Eco w/ Ecom
Third-Party
Products:
18 EMV terminals
43 LPR cameras

SKIDATA, Inc. © 2024 Version 4.0 pg. 8
SKIDATA Expert Services
Appendix C: 2025 Service Price List
2025 Contract Rates
US – Pricebook 1 Mon to Fri
08:00 – 17:00
Mon to Fri
17:01 – 07:59
Sat & Sun
and Holidays
Hardware $ 226.92 $ 454.00 $ 511.00
Software $ 262.00 $ 524.00 $ 589.00
Zone Charge Standard Rate Standard Rate + 100% Standard Rate +125% US – Pricebook 2 Mon to Fri
08:00 – 17:00
Mon to Fri
17:01 – 07:59
Sat & Sun
and Holidays
Hardware $ 204.01 $ 408.00 $ 459.00
Software $ 235.00 $ 469.00 $ 528.00
Zone Charge Standard Rate Standard Rate + 100% Standard Rate +125% US – Pricebook 3 Mon to Fri
08:00 – 17:00
Mon to Fri
17:01 – 07:59
Sat & Sun
and Holidays
Hardware $ 250.92 $ 502.00 $ 565.00
Software $ 286.00 $ 572.00 $ 643.00
Zone Charge Standard Rate Standard Rate + 100% Standard Rate +125% 2025 Non-Contract Rates
US – Pricebook 1 Mon to Fri
08:00 – 17:00
Mon to Fri
17:01 – 07:59
Sat & Sun
and Holidays
Hardware $ 261.83 $ 524.00 $ 589.00
Software $ 297.00 $ 593.00 $ 668.00
Zone Charge Standard Rate Standard Rate + 100% Standard Rate +125% US – Pricebook 2 Mon to Fri
08:00 – 17:00
Mon to Fri
17:01 – 07:59
Sat & Sun
and Holidays
Hardware $ 240.01 $ 480.00 $ 540.00
Software $ 273.00 $ 545.00 $ 614.00
Zone Charge Standard Rate Standard Rate + 100% Standard Rate +125% US – Pricebook 3 Mon to Fri
08:00 – 17:00
Mon to Fri
17:01 – 07:59
Sat & Sun
and Holidays
Hardware $ 285.83 $ 572.00 $ 643.00
Software $ 338.00 $ 676.00 $ 761.00
Zone Charge Standard Rate Standard Rate + 100% Standard Rate +125% 2025
Zone Charges
Zone Designation Distance (Time) Standard Rate
Zone A 0-30 minutes $ 175.00
Zone B 31-60 minutes $ 278.00
Zone C 61-90 minutes $ 417.00
Zone D 91-120 minutes $ 556.00
Zone E 121-150 minutes $ 695.00
Zone F 151+ minutes $ 834.00

SKIDATA, Inc. © 2024 Version 4.0 pg. 9
SKIDATA Expert Services
Appendix D: Service Conditions General - USA
The following Service Conditions govern Principal`s use of SKIDATA Expert Services as described in the SKIDATA.Care Pack Offer (“the Offer”) and service description. These Service Conditions shall apply in addition to SKIDATA’s General Conditions. In case of any conflict between these Service Conditions and the General Conditions, these Service Conditions shall prevail. By signing the Offer, Principal agrees to these terms as a whole.

1. Subject Matter of the Contract
a. The Principal uses products (hardware and/or software) made by SKIDATA (“SKIDATAproducts”) which the Principal acquires and/or acquired in accordance with separate provisions.

SKIDATA renders services for such products in the scope determined by the Principal and in accordance with these Service Conditions and other provisions contained in this Contract. b. Principal is able to choose between various services which are divided in modules (“Modules”) by checking the appropriate box in the Offer. This decision of Principal is legally valid and binding. SKIDATA pledge to perform the services as described in the Offer and its appendices.

This also applies to orders via the SKIDATA Service Portal. c. SKIDATA shall render the services covered by these Service Conditions only for the SKIDATA products stated in this Contract. If agreed also within the service contract, also for third-party products. If the Principal purchases other products from SKIDATA, such other products shall only be included in the services to the extent such inclusion is expressly agreed upon and included in the contract.
d. In case of any conflicts between individual parts of this Contract such as offer, annexes etc. concerning the selection of the individual options, their extent, and the required specifications of these Service Conditions, then an offer, individually prepared by SKIDATA and which particularly contains the prices to be paid for the services, shall have priority over any other agreements and specifications.
e. Before concluding a service contract for Principal’s system, which contains components not covered by warranty, SKIDATA reserves the right to conduct a fee for the repair of the system.

2. Place of Performance of Services
a. SKIDATA shall render its services as required and in accordance with these Service Conditions on site or remote. However, this shall in no event affect the Place of Performance stipulated in the General Conditions.
b. Services on site shall be rendered at the address stated in this Contract (place of operation).

In case of any changes of the place of operation without SKIDATA’s express consent, SKIDATA shall be released from the performance obligation, however, the Principal's obligation to pay shall continue to exist.
c. In case of any change of the place of operation, SKIDATA reserves the right to adjust the service fee to a reasonable extent, taking into account, among other things, the new travel distances. Alternatively, SKIDATA shall be entitled to terminate this Service Contract with immediate effect.

3. Prices
a. The Principal shall pay SKIDATA a non-recurring or a recurring service fee as agreed-upon for the services to be rendered in accordance with these Service Conditions. The price is quoted in the Offer and invoiced in advance in the first quarter of the contractual year. If Principal accepts direct debit by checking the appropriate box in the offer, the price is invoiced in advance in the first quarter of the contractual year by direct debit. In case of doubt an annual service fee payable for one year in advance shall be assumed. The amount and the composition

SKIDATA, Inc. © 2024 Version 4.0 pg. 10
of the service fee result from the contractual agreements, especially from the individual Offer prepared by SKIDATA.
b. SKIDATA shall be entitled to reasonably adjust the service fee once a year. The service fee is subject to a value guarantee in accordance with the consumer price index or any other comparable index taking its place and the month in which the applicable Agreement was concluded shall be the starting basis. If an alternative index is cited in the offer, this index shall prevail.
c. Any rights of set-off shall be excluded, and the service fee will not be reimbursed in part or in full in case of termination.
d. If the Principal acquires additional products from SKIDATA to be included in the services, these products shall be included in the service fee on a pro rata basis, and SKIDATA will invoice the difference immediately after the purchase of the products from SKIDATA. e. If the Principal wishes to obtain additional services exceeding the scope of the agreed services or services which are to be invoiced separately in accordance with these Service Conditions, these additional services shall not be covered by the service fee, and SKIDATA will invoice these additional services on a time and material basis in accordance with the applicable prices.

4. Principal’s Obligation to Cooperate
a. The Principal undertakes
i. to use its best efforts to support SKIDATA and fulfil the technical requirements necessary to enable SKIDATA to render the requested services; in particular by giving SKIDATA any necessary and requested information and enabling SKIDATA to access any networks, data bases, programs, devices and services by third parties to the extent they could be useful for the correction of errors; ii. to make available - to the extent necessary - employees who can be of assistance for the services or whom SKIDATA expressly requests. Such employees are to support SKIDATA accordingly;
iii. to establish contact with third parties to the extent necessary for the rendering of the services or to the extent as expressly requested by SKIDATA and to affect the necessary communication or support SKIDATA in making the necessary communication;
iv. to duly and regularly effect the data backups to the extent possible and designated; this obligation refers to a general data backup in the extent usual in the industry as well as to a specific backup of data located on computers or servers before services are rendered, for example before updates are performed; v. subject to these Service Conditions, to effect maintenance, service, and cleaning of the equipment including the exchange of spare parts, wear and tear parts, and mechanical components; such works are to be effected in accordance with the specifications given by SKIDATA as well as in accordance with training information, manuals, maintenance instructions or similar information, if any, on a regular basis as a precaution measure;
vi. to establish and maintain at its own expense the system requirements necessary for the services and/or the required working environment. To the extent the Principal refuses to accept services rendered by SKIDATA for software or hardware, the Principal loses any warranty claims in relation to the respective SKIDATA products;
vii. to provide keys for equipment, use of power grid, toilets and in general a safe working environment to SKIDATA.
b. These obligations to cooperate shall apply in addition to the Principal’s obligations to cooperate to be fulfilled in connection with the individual services, if any.

SKIDATA, Inc. © 2024 Version 4.0 pg. 11

5. Term of Contract
a. Unless otherwise agreed upon the present Contract shall be concluded for a period of one year. It shall be renewed by additional periods of one year each unless either party terminates the Contract in writing observing a notice period of 60 days as of the end of the contractual year.
b. In case of any material breach of Contract by either party, the respective other party must request the defaulting party in writing to remedy the breach within a period of 30 (thirty) days, whereby the breach of Contract must be specifically described, and if the defaulting party fails to remedy such material breach, the other party shall be entitled to terminate the present Contract with immediate effect in writing (including fax or email). c. If SKIDATA terminates the Contract due to a breach of contract by the Principal or due to a change of the place of operation, SKIDATA shall not be obliged to repay to the Principal any payments already made or to grant the Principal a discount concerning any payments due.
d. Upon termination of this Contract, the Principal shall not be entitled to obtain services of any kind.

6. Change of Control of the Principal
a. In case of any material change of the distribution of ownership and/or of control of the Principal, SKIDATA shall be entitled to terminate this contract upon 3 (three) months’ notice, such termination to be declared within 3 months from the day it receives knowledge of such change. In any case, such material change shall be fulfilled if at least 50 percent of the ownership, of the shares or of the rights to vote are transferred to one or more new or existent owners, shareholders or beneficiaries. In any case, the whole or partial transmission of this contract to a third party requires SKIDATA’s consent. b. In case SKIDATA declares termination of the contract according to paragraph 6.1, paragraphs 5.3 and 5.4 shall apply correspondingly. Otherwise the contract and its obligations demise upon mutual agreement to the new owner but only when an inventory control is performed by SKIDATA. The new owner shall bear the costs of the inventory control.

7. Special Conditions: Ownership
a. If Principal or its employees or SKIDATA or its employees exchange spare parts or other parts in accordance with these Service Conditions, the removed parts shall become SKIDATA’s property upon removal. The newly built-in parts shall become the property of the owner of the equipment into which they are built in as of the time of payment.

8. Special Conditions: Liability
a. Subject to attributable personal injury and any damage in accordance with the Product Liability Act or the Product Protection Act for whatever legal reason, SKIDATA shall only be liable for any damage caused by SKIDATA’s gross negligence or willful intent up to the amount of one annual service fee, however, not more than $ 500.000 (in words: five hundred thousand dollars).
b. SKIDATA shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.
c. Except where such limitations would be prohibited, in no event shall SKIDATA Parties be liable for any indirect, special, punitive, exemplary, incidental and/or consequential damages of any kind (including, but not limited to, lost profits) whether based in contract, tort, strict liability or otherwise which arises out of or is any way connected with this Agreement.

SKIDATA, Inc. © 2024 Version 4.0 pg. 12

9. Individual Services
a. Individual services are services not covered by the services detailed in these Service Conditions and which are individually agreed upon between SKIDATA and the Principal in this Contract or otherwise in writing.
b. SKIDATA's General Conditions shall be applicable in any case, the Service Conditions contained herein must be applied analogously.

10. Data Protection
a. SKIDATA shall be entitled to collect, process, forward and use the Principal’s personal data to the extent necessary for the establishment and fulfilment of the Contract as well as for invoicing and Principal service purposes. SKIDATA shall also be entitled to transfer such data to affiliated companies or third parties commissioned to process data for SKIDATA to the extent such transfer is necessary to enable SKIDATA to perform. b. When using SKIDATA’s deliveries and services, the Principal shall be obliged to adhere to any and all applicable legal provisions for data protection. The Principal shall be solely responsible for any notices to be given to public authorities (e.g. data protection committee).
c. These obligations shall remain valid for a period of 5 (five) years after termination of the contractual relationship between SKIDATA and the Principal, unless mandatory legal provisions require a longer or an indefinite period of time. d. These provisions shall not affect any Non-Disclosure Agreement between SKIDATA and the Principal.
e. The customer is informed and agrees that technical system data (e.g. topology, hardware and software version numbers, device counters, software status, time of installation, serial numbers) are recorded and transmitted to SKIDATA AG by the system to be able to develop preventive maintenance concepts to increase quality and efficiency of customer support.

11. Coverage Period
a. The coverage period defines the availability of the local hotline service. b. The hotline service established by SKIDATA is only available at the telephone number, customer portal and email address as stated in this Contract. SKIDATA reserves the right, at its discretion, to operate the hotline service itself or have it operated by a third party.

Should the Principal contact SKIDATA via other contact means than the ones stated (telephone number, customer portal and email address), then SKIDATA shall not be obliged to fulfil the obligations stated in this agreement. No reaction times shall commence upon such contact. SKIDATA only pledges availability as defined in the service descriptions and according coverage period.
c. The hotline must not be used for training purposes.
d. Only employees of the Principal trained on the use of SKIDATA Systems shall be allowed to use the hotline.
e. Upon SKIDATA’s request, the Principal and/or its employees must state detailed contact data in order to ensure that SKIDATA can reach the Principal respectively its employees if this is necessary for troubleshooting. However, the Principal shall not be entitled to demand a return call from SKIDATA.
f. Provided support services as part of the hotline service will be charged according the “Expert Service price list”, unless these costs for troubleshooting are included in the annual flat rate as defined within this Contract.

12. Time to support remote and time to support online
a. Prioritization Times and Error Classes
i. SKIDATA only pledges to observe periods as defined in the service descriptions. ii. For the purposes of these provisions:

SKIDATA, Inc. © 2024 Version 4.0 pg. 13

1. Time to support remote shall be the time between the detection of an error by the Principal or SKIDATA (also remote services) and the time when SKIDATA starts troubleshooting. The Principal should recommend an error classification, Principal acknowledge and agree that the actual classification is made by SKIDATA. The time of detection of an error shall be deemed to be the time at which the Principal reports such error via the hotline in reasonable detail and in a comprehensible manner as is necessary for Troubleshooting. The reaction time only runs during the committed service times according to the agreed coverage period.

2. Solution time (troubleshooting time) shall be the time between the start of the troubleshooting and the completion of the Troubleshooting work by SKIDATA. SKIDATA shall confirm the completion of the Troubleshooting work. The end of troubleshooting is achieved, when a solution is found, the problem is fixed or the workaround is defined. SKIDATA preserves the right to determine that. The solution time only runs during the committed service times according to the agreed coverage period.

3. Time to support onsite time shall be the time between the detection of an error by the Principal or SKIDATA (also remote services) and the arrival of the service technician on-site. The time of detection of an error shall be deemed to be the time at which the Principal reports such error via the hotline in reasonable detail and in a comprehensible manner as is necessary for Troubleshooting. The on-site time only runs during the committed service times according to the agreed coverage period. iii. The duration of each prioritization time shall be defined according to the error classes defined below to which SKIDATA allocates reported problems in accordance with the Principal’s description and according to the times stipulated in this Contract in this respect.

1. Critical errors: the contractually agreed use is impossible or unreasonably restricted and the error materially affects the Principal’s business processes.

2. Major errors: the contractually agreed use is very restricted and the error materially affects the Principal’s business processes, however, the Principal is still able to continue to work in a restricted manner.

3. Moderate errors: the contractually agreed use is slightly restricted and the error slightly affects the Principal’s business processes, however, the Principal is still able to continue to work in a slightly restricted manner.

4. Minor errors: Incidents which do not fall into any other category. iv. In the course of reaction and/or Troubleshooting, the error occurred can be allocated by SKIDATA to another, less critical error class if the relevant features are applicable in this case, the longer reaction time and/or Troubleshooting time shall apply respectively.
b. Special Obligations to Cooperate
i. The Principal shall grant SKIDATA the right (and support SKIDATA in this respect) to access the Principal’s equipment online via a remote maintenance tool in order to correct errors and provide support. The connected asset management tool (short CAM) should be installed and activated to simply the service delivery.

13. Service Labor
a. The agreed ‘service labor’ defines the coverage of troubleshooting costs both through remote maintenance and through on-site support, as well as the associated travel costs at a lump sum.

SKIDATA, Inc. © 2024 Version 4.0 pg. 14
b. In case troubleshooting work is not included in the service fee, the working hours and working costs shall be invoiced on a time and material basis in accordance with SKIDATA's price lists valid at the time.
c. SKIDATA reserves the right to perform service activities via remote maintenance, if this is possible.
d. The accounting and treatment of required spare and wear parts for troubleshooting is to be made according to the option ‘Spare Parts’.

14. Maintenance
a. ‘Maintenance’ defines the scope of services and the interval of preventative performed maintenance.
b. General
i. SKIDATA pledges to perform maintenance as described in the document ‘Service Description’ in the quoted interval.
ii. Principal acknowledges and agrees that Maintenance work shall only carried out during SKIDATA’s normal business hours (“Normal Business Hours”). Principal further acknowledges and agrees that Normal Business Hours do not include any holidays that are recognized by the Federal government and/or SKIDATA, and that SKIDATA’s maintenance services will not be available at those times or any other days or times that are outside of the Normal Business Hours. iii. Principal acknowledges and agrees that basic in-house maintenance (also called Level 1 maintenance) can only be performed by Principal when Principal participates routinely in SKIDATA trainings.
iv. Spare and wear parts are not included in the maintenance fee, therefore accounting and treatment of required spare and wear parts for troubleshooting must be agreed within the Contract (Option ‘Spare Parts’) v. These maintenance conditions and the fees to be paid therefore do not include services rendered for troubleshooting purposes.
c. Hardware
i. Hardware maintenance is a preventive maintenance and includes the inspection, cleaning, and adjustment of hardware components as well as the execution of test runs necessary for proper operation.
ii. SKIDATA shall render the services included in Hardware Maintenance exclusively for the equipment specified in this Contract and at the location stated in the Contract.
iii. Hardware maintenance shall be effected as agreed in this Contract once or several times per year within the stated periods of time. The Principal and SKIDATA shall agree on the specific date for each hardware maintenance a reasonable period of time in advance, taking into consideration each party’s legitimate interests. iv. The Principal shall bear the travel expenses for the employees of SKIDATA on an actual cost basis unless a lump sum fee for travel expenses was agreed upon. v. If the hardware inspection shows that parts of the hardware must be exchanged, especially wear and tear parts (such as rollers, pressure rollers, and drive belts), spare parts or other parts, such exchange shall be effected immediately by SKIDATA’s employees to the extent such requirements could be foreseen and SKIDATA's employees brought such parts with them. SKIDATA shall invoice the exchanged parts in accordance with the price list valid at the time if spare parts are not part of the Contract. Wear and tear parts are never covered by the service contract.
vi. In particular the following activities are not included in the scope of the preventive hardware maintenance:

1. remedy of errors and malfunctions caused by force majeure;

SKIDATA, Inc. © 2024 Version 4.0 pg. 15

2. remedy of errors and malfunctions caused by any intervention by the Principal, its employees or any third party;

3. delivery and replacement of consumable products;

4. remedy of errors and malfunctions caused by the Principal’s failure to fulfil its obligations, in particular its obligation to cooperate. d. Software
i. Updates

1. Within the scope of Software Maintenance, the Principal shall receive from SKIDATA current updates for the SKIDATA software included in the scope of services to the extent such updates are generated by SKIDATA. For the purposes of these provisions, updates means service packs within the same release (service packs) and shall include minor changes to existing software with the purpose of removing software bugs and making small improvements. Any and all updates provided to the Principal shall be subject to the same software and license conditions applicable to the original software in the respective current version.

2. The installation as well as any other services within the scope of Software Maintenance, if any, shall be rendered by employees of SKIDATA on site.

The Principal shall bear the travel expenses for the employees of SKIDATA on an actual cost basis unless a lump sum fee for travel expenses was agreed upon. The Principal and SKIDATA shall agree on the specific date for the provision of services within the scope of Software Maintenance a reasonable period of time in advance, taking into consideration each party’s legitimate interests.

3. Updates will be prepared by SKIDATA on the basis of legal or technical requirements and in its sole discretion. The Principal shall not be entitled to demand that SKIDATA prepares and publishes any updates. SKIDATA reserves the right to freely choose the contents and release time of updates.

4. SKIDATA reserves the right to determine in which environment the updates are to be used and to change the system requirements for updates including hardware and software requirements. As a general rule, changes to the system requirements and/or to the environment of the updates are necessary as an adjustment to advancing technological developments in order to keep the SKIDATA software up-to-date. The Principal shall be liable for the implementation of any system requirements which are necessary for the installation and use of updates. Should the Principal fail to fulfil these requirements, SKIDATA does not assume any warranty for the functionality of the software. The Principal takes the responsibility to hold his system network virus-free and secure.

15. Obsolete Hardware & Software
a. Replacement of unsupported hardware or software is not included in the scope of work under this Services Agreement unless otherwise documented. Every reasonable attempt will be made to support and maintain operational status. SKIDATA is in no way responsible for replacing product, hardware or software that is no longer supported or in obsolescence by the original equipment manufacturer (OEM). Every attempt within reasonable time and cost will be attempted to support equipment installed at the Facility, including untraditional methods. If it is decided that a product is unsupportable and/or that supportability will require an unreasonable amount of resources, a proposal will be submitted by SKIDATA to Customer. It is at SKIDATA’s sole discretion to determine what is unreasonable and what products are unsupportable.

Commercial in Confidence SKIDATA INC – 07/18/2025 Page 1 of 16

PROJECT INFORMATION
PROJECT NAME:

COSB - ESTIMATED WINDCAVE
TRANSACTION FEES – YEAR 5 SKIDATA CONTACT: MICHAEL ALPUCHE ACCOUNT NAME:

CITY OF SANTA BARBARA - PW

DOWNTOWN PARKING
PHONE NUMBER: (661) 670-0379
PROPOSAL #: 281511 E-MAIL ADDRESS: [email protected]

SKIDATA PROPOSAL
ISSUE DATE: 07/18/2025
VALID UNTIL: 08/17/2025
ATTACHMENT 3
Commercial in Confidence SKIDATA INC – 07/18/2025 Page 2 of 16

PROJECT LOCATION BILL TO INFORMATION

CITY OF SANTA BARBARA - PW DOWNTOWN PARKING
1221 ANACAPA ST
SANTA BARBARA, CALIFORNIA 93101
PHONE: (805) 564-5355

CITY OF SANTA BARBARA - PW DOWNTOWN PARKING
1221 ANACAPA ST
SANTA BARBARA, CALIFORNIA 93101
PHONE: (805) 564-5355

SOLUTION SUMMARY
COSB – ESTIMATED WINDCAVE TRANSACTION FEES – YEAR 5

INVESTMENT SUMMARY
EQUIPMENT: $ 0 EQUIPMENT WARRANTY TERM: 12 MONTHS
SOFTWARE: $ 56,736 PROJECT DATES
LABOR: $ 0 YOUR DESIRED GO-LIVE *02/28/2026
FREIGHT: $ 0 EST. AGREEMENT DATE TO MEET GO-LIVE *11/08/2025 FREIGHT SURCHARGE: $ 0 PROJECT DATES
TARIFF SURCHARGE: $ 0 PREVAILING WAGE YES
ESTIMATED SALES TAX: $ 0 TAX EXEMPT NO
ESTIMATED LABOR TAX: $ 0

THE PRICES QUOTED ARE BASED ON TARIFF RATES AND
IMPORT/EXPORT REGULATIONS IN EFFECT AS OF APRIL 4, 2025. IN

THE EVENT OF ANY CHANGES TO TARIFFS, DUTIES, IMPORT/EXPORT

RESTRICTIONS, OR OTHER GOVERNMENTAL CHARGES THAT

MATERIALLY AFFECT THE COST OF GOODS OR SERVICES, SKIDATA RESERVES THE RIGHT TO ADJUST PRICING ACCORDINGLY.

ESTIMATED FREIGHT TAX: $ 0
ANNUAL LICENSING FEES INCLUDED: $ 0
SUB-CONTRACTED TOTAL: $ 0
WAGE OR INSURANCE PREMIUMS: $ 0
PROJECT SERVICES: $ 0
TOTAL SYSTEM INVESTMENT: $ 56,736
Commercial in Confidence SKIDATA INC – 07/18/2025 Page 3 of 16

PROPOSAL STATEMENT OF WORK
SCOPE OF WORK:

WINDCAVE FEES
MINIMUM MONTHLY FEE: $2,700 X 12 MO = $32,400
• INCLUDES 50,000 TRANSACTIONS PER MO
TRANSACTION OVERAGE FEE: $0.06 X 30,000 TRANSACTIONS X 12 MO = $21,600 • 30,000 TRANSACTION ESTIMATE BASED ON PAST USAGE
MONTHLY TERMINAL FEE: $6 X 18 TERMINALS X 12 MO = $1,296 MONTHLY MERCHANT HOSTING FEE: $120 X 12 MO = $1,440
TOTAL ESTIMATED ANNUAL WINDCAVE FEES: $56,736

TERMS & CONDITIONS
• TOTAL ESTIMATED ANNUAL WINDCAVE FEES CALCULATED BASED ON CURRENT TERMINAL AND

TRANSACTION COUNT
O ADDITIONAL TERMINALS WILL BE CHARGED $6 EACH PER MONTH O ADDITIONAL TRANSACTIONS OVER 50,000/MO WILL BE CHARGED AT $0.06/TRANSACTION • RENEWAL TERM IS 48 MONTHS, EFFECTIVE MARCH 2025, UNLESS EARLIER TERMINATED IN WRITING • SUBJECT TO AUTOMATIC RENEWAL IF NEITHER PARTY GIVES THREE MONTH'S ADVANCE NOTICE OF NONRENEWAL • ALL FEES SUBJECT TO CHANGE WITH 30 DAYS WRITTEN NOTICE BY WINDCAVE • SKIDATA WILL INVOICE CLIENT FOR ALL FEES ON A MONTHLY BASIS LOCATION: COSB - ESTIMATED WINDCAVE TRANSACTION FEES – YEAR 5

SYSTEM COMPONENTS
# BUNDLE NAME UNIT PRICE QTY EXTENDED
PRICE
1 WINDCAVE TRANSACTION FEES FOR 2026
WINDCAVE TRANSACTION FEES FOR 2026 $56,736.00 1 $ 56,736 USA - Rev. 4/2025
Confidential SKIDATA INC – 07/18/2025 Page 4 of 16

1. This Proposal is subject to the Terms and Conditions attached hereto.

2. By signing the Proposal, Customer accepts both the Proposal and the applicable Terms and Conditions, which collectively form the agreement (“Agreement”) between Customer and SKIDATA (each individually a “Party”, jointly the “Parties”).

3. All terms of any purchase order or similar ordering document provided by Customer, including but not limited to preprinted terms or references to links whether inconsistent, similar, or in addition to this Agreement or any portion of the Agreement are expressly rejected.

4. This Agreement becomes effective on the last date of signature (“Effective Date”).

5. If this Proposal is not signed within thirty (30) calendar days from the date of the Proposal, all pricing, service terms, project dates are subject to change and/or rescoping, at SKIDATA’s sole discretion.

AGREED

UNIVERSAL SKIDATA
SIGNATURE: \s1\ SIGNATURE: \s3\
PRINTED NAME:
\proposalsigner_1_\
PRINTED NAME:

TITLE:
\proposalsignertitle_1_\
TITLE:

ORGANIZATION:
\proposalsignerorg_1_\
ORGANIZATION:

ADDRESS: ADDRESS:

DATE SIGNED:
\d1\
DATE SIGNED:
\d3\
SIGNATURE: \s1\ SIGNATURE: \s3\
PRINTED NAME:
\proposalsigner_1_\
PRINTED NAME:

TITLE:
\proposalsignertitle_1_\
TITLE:

ORGANIZATION:
\proposalsignerorg_1_\
ORGANIZATION:

ADDRESS:
\d1\
ADDRESS:
\d3\
DATE SIGNED: DATE SIGNED:

USA - Rev. 4/2025
Confidential SKIDATA INC – 07/18/2025 Page 5 of 16
General Terms and Conditions

1. Scope.

1.1 These General Terms and Conditions (“Terms”) apply to non-subscription products. If products are provided on a subscription basis, SKIDATA’s Mobility Suite Subscription Terms and Conditions apply.

1.2 Customer has requested SKIDATA to provide hardware, software, consumables, or some combinations thereof (collectively “Product(s)”) and/or installation and maintenance services (“Services”) as defined in SKIDATA’s proposal (“Proposal”). Products and Services are collectively referred to as “Works”. SKIDATA agrees to provide the materials, equipment, and services for Customer as described herein and, in the Proposal. Customer is solely liable for any necessary permits from public authorities or other third parties required before SKIDATA is obligated to provide the Services.

2. Invoices. Unless expressly listed in the applicable Proposal, invoices are due Net 30 days from the date of the invoice. Without the consent of SKIDATA, Customer is not authorized to set-off, offset, withhold, or deduct payments or taxes from any amounts due or invoiced. License fees may be invoiced separately from other services based upon activation occurrence or similar variable events. Use of the goods or services may be subject to additional transaction fees as outlined in the Proposal schedule of values and which Customer agrees to pay. All recurring fees payable hereunder will be subject to upward adjustment on each January 1st beginning the year succeeding the Effective Date by an amount proportionate to inflation for the preceding 12-month period. The adjustment shall be based on the percentage change in the index known as the Consumer Price Index (CPI) for All Urban Consumers, U.S. city average, all expenditures except food and energy as published by the United States Bureau of Labor Statistics.

3. Default.

3.1 If Customer defaults under this Agreement SKIDATA may do any or all of the following:
(a) require Customer to pay SKIDATA, on demand:
(i) an administrative late charge of twenty-five USD ($25.00) for each invoice that includes past due fees and/or charges,
(ii) all invoiced payments and other fees and charges then due and past due, if any, (iii) all payments to become due in the future through the remainder of the term, and/or (iv) interest on the amounts specified in clauses “ii” and “iii” at the lower of 1.5% per month or the highest rate permitted by law, from the date of demand to the date paid, (b) suspend its performance under this Agreement or under any other agreement between the Parties immediately upon written notice,
(c) terminate the Agreement with immediate effect, if such default remains uncured for more than thirty (30) days, after receipt of a written notice of default, and
(d) exercise any other remedy available to SKIDATA at law or in equity together with all costs, including attorney’s fees and expenses, incurred in the enforcement and collection of overdue payments. (e) Both the Customer, on its own, and any party of whom Customer is acting on behalf, shall be jointly and severally liable for any payment obligations under this Agreement. SKIDATA may seek payment from either or both parties, at its sole discretion, without waiving its rights or remedies against the other.

3.2 If SKIDATA fails to perform any material obligation under this Agreement, and such default remains uncured for more than thirty (30) days, Customer may do any of the following:
(a) terminate this Agreement pursuant to section 9 herein and require SKIDATA to refund all amounts remaining or credited for Work not performed at time of termination; or (b) exercise any other remedy available to Customer at law or in equity.

3.3 Customer hereby grants to SKIDATA, a lien, security interest and right of set off as security for all obligations to SKIDATA, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of SKIDATA or any entity under the control of SKIDATA (including a SKIDATA affiliate) or in transit to any of them. “Affiliate” shall mean any person that controls, is controlled by, or is under common control with a legal entity, where “control” means the ability to direct, directly or indirectly, or cause the direction of the management and policies of an entity, whether through the ownership of voting securities or otherwise. At any time after the occurrence and during the continuance of an uncured default, without demand or notice, SKIDATA may set off the USA - Rev. 4/2025
Confidential SKIDATA INC – 07/18/2025 Page 6 of 16
same or any part thereof and apply the same to any payment obligations of Customer even though unmatured and regardless of the adequacy of any other collateral securing the obligations. ANY AND ALL RIGHTS TO REQUIRE SKIDATA TO EXERCISE ITS

RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING

ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF UNIVERSAL ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

3.4 A Party’s delay or omission in exercising any of its rights pursuant to this section does not constitute a waiver to enforce such rights.

4. Prices, Taxes and Expenses.

4.1 Prices are in US dollars and may be net of any taxes. Unless otherwise provided in the Proposal, Customer shall pay all prices, costs, expenses,taxes, duties, fees, or other charges of any nature (including, but not limited to, consumption, gross receipts, import, property, sales, stamp, turnover, use, or value-added taxes, and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto, imposed by any governmental authority on Customer or SKIDATA or SKIDATA’s subcontractors) in relation to the performance of this Agreement (“Contract Sum”). If Customer is required to deduct or withhold taxes, Customer shall pay additional amounts so that SKIDATA receives the full price under the Agreement without reduction for Customer taxes. Within one (1) month of payment, Customer shall provide to SKIDATA all official receipts from the applicable governmental authority for deducted or withheld taxes. Except as otherwise specified in the Proposal and subject to Customer’s prior written approval, Customer shall reimburse SKIDATA for all reasonable out-of-pocket expenses incurred by SKIDATA in connection with the performance of the Services. Expenses may include travel, lodging, and meals and are reimbursed based on supporting, itemized receipts or invoices. SKIDATA will use commercially reasonable efforts to travel as efficiently and cost effectively as possible given timing and travel requirements.

4.2 In the event that any new tariffs, duties, import/export restrictions, or other governmental charges are imposed, modified, or increased after the effective date of this Agreement, and such changes materially affect the cost of goods sold under this Agreement, the affected Party shall notify the other Party in writing within thirty (30) days of becoming aware of the change.

The Parties shall negotiate in good faith to equitably adjust the pricing, delivery terms, or other relevant provisions of this Agreement to fairly allocate the impact of such tariff changes. If the Parties are unable to reach a mutually acceptable resolution within thirty (30) days of the initial notice, either party shall have the right to terminate this Agreement with thirty (30) days’ written notice, without liability, except for obligations incurred prior to termination. This clause shall apply to all orders placed but not yet fulfilled at the time of the tariff change and shall remain in effect throughout the term of this Agreement.

5. Shipment. Unless otherwise specified in the Proposal, Products will be shipped EXW (facilities of any SKIDATA supplier), according to the Incoterms in its latest version. Customer is responsible for paying all actual charges associated with the shipment including all export and import duties, or other related costs. Any shipping dates provided by SKIDATA for any Product are estimates only. SKIDATA will use commercially reasonable efforts to meet requested delivery times. SKIDATA reserves the right to make deliveries in advance of the delivery schedule, in installments and allocate the delivery of Products among its Universals. Delay in delivery of one installment will not entitle Customer to cancel other installments. SKIDATA has the right to effect partial deliveries of consumables in case of production limitations. Customer must accept excess deliveries or short deliveries of up to ten (10%) percent of the ordered Consumable(s). Customer authorizes SKIDATA to choose the appropriate manner and means of all shipping of Products if a carrier is not designated in advance. If Products delivered do not correspond in quantity, type or price to those itemized in the shipping invoice or documentation, Customer shall notify SKIDATA within ten (10) calendar days after receipt. Failure by Customer to timely inform SKIDATA of any non-conforming Products shall waive any claims related therein and constitute acceptance.

6. Transfer of Title. Title to hardware and consumables will pass to Customer upon final payment for all invoices related to the Agreement. Title to software, either stand-alone or embedded into Product remains with SKIDATA or the applicable licensors.

Customer’s rights and obligations related to software are stipulated in these Terms or in the license agreement between Customer and the applicable licensors.

7. Risk of Loss. Risk of loss will pass to Customer upon delivery. If any Product cannot be shipped to or received by Customer when ready due to any cause attributable to Customer, SKIDATA may ship the Products to a storage facility (including storage at the place of manufacture or repair) or to an agreed freight forwarder. If SKIDATA places Products or equipment into storage, the following will apply: (a) risk of loss immediately passes to Customer and delivery is deemed to have occurred; (b) any amounts otherwise payable to SKIDATA upon delivery or shipment will be due; (c) all expenses and charges incurred by SKIDATA related to the storage shall be payable by Customer upon submission of SKIDATA’s invoices; and (d) when shipment USA - Rev. 4/2025
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is possible and upon payment of all amounts due, SKIDATA shall release Products to Customer for delivery. If repair services are to be performed on Products at SKIDATA’s facility, Customer shall be responsible for, and shall retain risk of loss of such Products at all times, except that SKIDATA shall be responsible to the extent such damage is caused by SKIDATA’s gross negligence.

8. Term; Termination.

8.1 The Agreement becomes effective on the last date of signature (“Effective Date”) and continues until termination or completion of the Parties’ obligations arising out of the Agreement.

8.2 Notice of termination must be provided in writing to [email protected] with a copy pursuant to the Notice provision herein. Failure to provide notice of termination as required herein shall result in Customer’s continued payment obligations under this agreement.

8.3 Either Party may terminate the Agreement with immediate effect if the other Party breaches any material terms or conditions of the Agreement and the breach remains un-cured for thirty (30) calendar days after receipt of written notice of the breach. In addition to the foregoing, SKIDATA may terminate the Agreement with advanced written notice of ten (10) calendar days if Customer becomes insolvent, enters bankruptcy, reorganization, experiences a change in control or other similar proceedings, admits in writing its inability to pay debts, or attempts or makes an assignment for the benefit of creditors.

8.4 The use of the Works may require Customer to enter into a separate stand-alone agreement with 3rd party providers, including but not limited to payment processors. Customer agrees that in the event Customer is unable to successfully contract for these necessary services prior to installation, this Agreement may terminate.

8.5 In the event that Customer terminates this Agreement as set forth herein, SKIDATA shall immediately turn over to Customer any and all Customer documents in the possession of SKIDATA relating to the Work. SKIDATA shall remove all SKIDATA owned equipment and materials from the project location specified in the Proposal and shall cease all work under the Agreement. Customershall pay to SKIDATA all amounts owing for work performed to the date of termination. In the event that Customer terminates this Agreement prior to installation but after any equipment or materials has been manufactured, SKIDATA shall be entitled to retain any deposit as partial compensation and any costs related to or arising out of the termination including any restocking fees.

9. Commencement and Completion of Work.

9.1 Promptly after the Effective Date, SKIDATA shall provide Customer with a Schedule of Values setting the payment schedule for deposits, milestones, periodic payments, and project completion. In the event of a delay or suspension of service necessitating an adjustment in the schedule, SKIDATA will provide Customer with an updated project schedule upon request, together with an updated schedule of values. The warranty under Section 11 shall commence upon substantial completion. “Substantial Completion” is defined as the moment when the Work has been fully installed, commissioned, and is ready for use in accordance with SKIDATA’s written scope of work, even if punch-list items remain unresolved. For projects where the Work is executed in multiple phases, locations, or on a per-product basis, the warranty for each phase, location, or product shall commence upon its individual substantial completion, as determined exclusively by SKIDATA.

9.2 The Work, including performance under Section 11 Warranty, is to be performed between the hours of the day as approved and directed by SKIDATA together with Customer (e.g. 9:00 am to 5:00 pm). Any Work performed outside this time frame will be billed on a time and material basis. Time will be calculated in thirty (30) minute intervals with a minimum of one (1) hour for Work performed during covered hours and two (2) hours for any Work performed outside of covered hours. Customer agrees to pay all costs and expenses invoiced by SKIDATA for work performed as defined herein.

9.3 If Customer or any third party attributable to Customer causes a delay or suspension in performance of the Work for more than thirty (30) days from the initial scheduled date, SKIDATA may submit an amended schedule of values, pricing scheme, or Proposal to reflect the most accurate cost of goods and services. Customer acknowledges and agrees that any such delay in performance caused by Customer or any third party attributable to Customer may result in an increase in the Contract Sum and hereby accepts the risk and agrees to pay such adjusted costs.

9.4 The Customer shall ensure that all necessary system requirements are met at the time of delivery of the Works.

SKIDATA will have no liability for the nonfunctioning of Products due to Customer’s failure to meet system requirements. For standalone, ongoing or multi-phase projects where the Works are delivered in stages, Customer shall immediately but no later than fourteen (14) calendar days ("Inspection Period") after Substantial Completion (i) inspect the Works for defects and USA - Rev. 4/2025
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(ii) report any defects in writing to SKIDATA with a detailed description of the defect ("Objection Notice"). Failure to inspect or report within the Inspection Period shall result in acceptance of the completed phase, and any claims related to the condition, quality, or specifications of the Works, except for claims based on latent defects that could not have been reasonably discovered during the Inspection Period. Final acceptance of the entire project, including all Products and Services, will occur after the final phase is completed and inspected under the same terms. Acceptance of the Works shall constitute a waiver of any rights to withhold payment, make deductions, or claim offsets against SKIDATA, except as otherwise expressly provided in this Agreement.

10. Changes in Work.

10.1 Any and all changes to the Work, the Services, extra work, modifications, schedule changes, price adjustments to the fee for the Services and substitution of materials requests, must be documented by a written change order initiated by either Party.

10.2 All requests for additional performance or modification shall specify the exact nature of the changes to the scope of the Work and shall state the resulting increase or decrease of the contract sum, and any resulting change to the approved project schedule or completion date. All change orders must be signed by both parties and incorporated and made a part of the Agreement by reference. The obligations of SKIDATA shall not be adversely affected by the issuance of such change orders, additions, or deductions.

10.3 If the Parties are unable to agree to a revised fee, either Party may terminate this Agreement upon written notice.

11. Warranty, Remedies and Disclaimers.

11.1 Hardware. SKIDATA warrants that the hardware (i) is free from any material defects under normal use and service, wear and tear excepted, at time of delivery and (ii) substantially conforms with the Product documentation. The warranty period is twelve (12) months from the date of Substantial Completion.

11.2 Software. SKIDATA warrants that the software substantially conforms with the functionalities and characteristics described in the Product documentation. Customer acknowledges and accepts that it is technically impossible to produce software that is absolutely free of any defect and that the software, either stand-alone or embedded in the hardware, is provided by SKIDATA "as-is" and "with all faults”. SKIDATA makes no representations or warranties of any kind concerning the safety, suitability, inaccuracies, typographical errors, or other harmful components of the software. The warranty period is twelve (12) months from the date of Substantial Completion.

11.3 Services. SKIDATA warrants that at the time of performance the Services will be performed in a workmanlike and professional manner consistent with generally accepted industry standards. SKIDATA

11.4 Consumables and Spare Parts. SKIDATA warrants that Consumables and Spare Parts are free of material defects at time of delivery and substantially conform with the Product documentation. After delivery, Customer shall be responsible for the storage of all consumables in the original packaging and at the proper environmental conditions. SKIDATA is not liable for any printing or design errors if Customer released the respective proofs. The warranty period is twelve (12) months from the date of delivery to Customer.

11.5 At SKIDATA’s sole discretion, SKIDATA shall be entitled to conduct on-site support or remote support (access to Customer’s devices including Customer’s network(s), computers, or servers). Upon request and at the expense of SKIDATA, Customer shall ship defective SKIDATA Materials to SKIDATA’s designated location. Customer shall provide all necessary cooperation in the inspection and remediation of any claimed defects. SKIDATA shall fulfill its warranty obligations within a reasonable period of time. At SKIDATA’s sole discretion, SKIDATA shall repair, replace, grant a price reduction or refund the price paid for the defective SKIDATA Material or Service. Replaced parts become the property of SKIDATA. If the inspection reveals that there is no claim under the existing warranty, Customer shall bear all costs incurred in accordance with SKIDATA’s price list valid at the time of the inspection. For warranty-repaired Products and Services, the warranty period is the remainder of the initial warranty period or ninety (90) days, whichever is greater in duration.

11.6 On-site repairs will be carried out during regular business hours. Should repairs be required outside of these hours, they will incur additional charges, calculated on a time and materials basis.

11.7 SKIDATA provides the Services to Customer under the terms of this Agreement with the understanding that technology may evolve, and SKIDATA Materials may become obsolete over time. Should any hardware or software provided by SKIDATA become obsolete or unsupported by the manufacturer or licensor during the Term of this Agreement, SKIDATA USA - Rev. 4/2025
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shall not be liable for the continued performance, functionality, or support of such hardware or software. In the event of obsolescence, SKIDATA may, at its sole discretion, offer replacement hardware or software that meets or exceeds the specifications and functionality of the obsolete product, subject to availability and upon agreement by both parties. Any replacement or upgrade may be subject to additional costs, which Customer agrees to bear.

11.8 The warranty according to this section is void if Customer or Customer’s end-user: (a) does not observe conditions for assembly, commissioning, storage or use of the Product; (b) allows third parties not authorized by SKIDATA’s written consent to carry out repairs, changes, maintenance, or other servicing of the Product; (c) uses the Product with components not certified by SKIDATA; (d) uses equipment (including but not limited to networks, supply lines, cabling) that does not function properly or supplies insufficient power to the Product; (e) does not carry out required site preparation or maintenance in a timely fashion; (f) is in default with the Agreement with particular respect to payment; (g) incurs damage to the Product as a result of accidents, power surge, or electromagnetic field; (h) if defects or damages are attributable to third-party components, internet/network disruptions, software viruses, inclement weather, chemical influences, a Force Majeure Event, vandalism, or any other acts or omissions of Customer or third parties; or (i) copies, publishes, transmits and/or distributes the Products and related content.

11.9 SKIDATA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT

NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY ARISING OUT OF OR RELATING TO THIRD-PARTY MANUFACTURED PRODUCTS AND COMPONENTS. UNIVERSAL

ACKNOWLEDGES AND AGREES THAT THERE ARE NO WARRANTIES OF ANY KIND EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OTHER THAN THE MANUFACTURERS’ WARRANTIES REFERRED TO HEREIN.

12. Third-party Products.

12.1 The use of the Works may require 3rd party manufactured or provided products, services or accessories and/or other system requirements (”3rd Party Components“) in order to work in accordance with design specifications. The corresponding requirements are described in the documentation for the respective product. These 3rd Party Components may be supplemented or modified by SKIDATA at its sole discretion, however, Customeris responsible for obtaining, installing, maintaining, and operating any 3rd Party Components. For certain 3rd party Components, additional agreements may apply, which shall be observed by Customer. SKIDATA is not authorized and makes no guarantees or representations as to any 3rd party provided component or products. SKIDATA shall not be liable for damages or losses caused solely by 3rd Party Components. All costs and fees for 3rd Party Components shall be borne by Customer in addition unless otherwise agreed herein.

12.2 To the extent Customer wishes to obtain or use - in addition to the Works – 3rd party manufactured or provided products, services or accessories and integrate such 3rd Party Products into the Solution, Customer shall be solely responsible for ensuring all compatibility and compliance with this Agreement. In such cases, SKIDATA expressly disclaims any and all liability whatsoever without exception arising out of or related to in whole or in part to such 3rd party products.

12.3 The use of the Works may require Customer to enter into a separate stand-alone agreement with 3rd party providers, including but not limited to payment processors. Customer agrees that in the event Customer is unable to successfully contract for these necessary services prior to installation, this Agreement may terminate.

13. Software License.

13.1 Subject to the payment of the Contract Sum, SKIDATA grants Customer a non-exclusive, non-transferable, nonsublicensable right to use SKIDATA Intellectual Property Rights in the software limited to the term within the Proposal for use as part of Universals regular course of business within the territory specified in the Proposal and only in combination with the SKIDATA Product it is made for. Customer acknowledges, that even if software is made available to Customer on a physical data carrier, (a) SKIDATA remains the owner of the software and all Intellectual Property Rights relating thereto and (b) the source code is not part of the Agreement.

13.2 Software updates, service packs, hot fixes, and patches (collectively, "Updates") may be provided to Customer, as such are available, including at SKIDATA option to comply with the applicable laws, regulations and/or compatibility requirements such as security-related and operational standards developed by ISO or the PCI Security Standards Council, LLC.

Software upgrades including new releases or versions of software (collectively, "Upgrades") may be offered to Customer, as such are available. Customer acknowledges that, according to the respective release planning, older versions of software may no longer be supported after the expiry of a certain period. SKIDATA is not obliged to provide Updates and/or Upgrades to Customer. Costs for installation of Updates and Upgrades shall be borne by Customer and are not included in the license fee, USA - Rev. 4/2025
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unless otherwise provided in the Proposal. Customer acknowledges, that Updates and Upgrades may alter the system requirements, and it may be necessary to install the respective predecessor Updates/Upgrades, third-party components and additional or altered hardware. Respective costs shall be borne by Customer and are not included in the license fee. Nothing in the Agreement requires Customer to install Updates or Upgrades but SKIDATA recommends their immediate installation.

In case of non-installation of offered Updates or Upgrades, this could possibly endanger the security and operability of software and related systems and even infringe third-party licenses or laws; all consequences of non-installation are at the sole risk of Customer. Customer acknowledges and agrees that in the event Customer does not install Updates and/or Upgrades (a) SKIDATA is not liable for damages resulting from the non-installation and (b) warranty claims regarding the effected systems will automatically become void.

13.3 Customer is solely responsible for performing a backup of files and data before installing any Updates and Upgrades. SKIDATA is not liable for lost files, lost information or lost data and related damages. To the extent Customer is allowed to exchange hardware, Customer undertakes to fully and irretrievably remove software from the exchanged equipment and provide evidence for such removal.

13.4 Without the written consent of SKIDATA Customer shall not himself or allow any third party to: (a) reverse engineer, decompile, disassemble or otherwise reduce the software to any human perceivable form; (b) modify, adapt, translate or create derivative works based upon the software, the written materials accompanying the software, or any part thereof; (c) combine the software with any kind of open-source-software; (d) remove or manipulate copyright notices and other signs on the software copies; (e) use or permit the software to be used to perform services for third parties; (f) make or use any copies of the software, even if the software has been merged or included with other software, or any accompanying materials for any purpose other than as agreed in the Agreement; or (g) publish, transmit and/or distribute the Software Services and related content. If Customer creates a back-up copy in accordance with these Terms, Customer shall include all copyright notices and/or proprietary notices that are affixed to or appearing in the original copy. SKIDATA and persons authorized by SKIDATA are entitled to execute an audit by examining the systems, computers, books, records, and accounting records of Customer during normal business hours as far as they are connected to SKIDATA software.

14. Service Level Agreement (SLA).

14.1 For Cloud-Based Services the following availability is agreed:

Availability 99.5% during the observation period

14.2 “Cloud-Based Services" are applications, information technology infrastructure components, monitoring, storage, or other internet-based functions that enable access from external service providers over the internet or other wide area networks. Cloud-Based Services will be provided together with on-premises servers to support information backup in the event of an interruption or disruption in service.

14.3 The observation period during which the availability shall be calculated is one calendar month.

14.4 SKIDATA will use commercially reasonable efforts to achieve the agreed availability and to provide the CloudBased Services in accordance with the standards of the hosting industry (the "Service Standards"). In the event of an interruption, disruption or error which results in a failure to meet the Service Standards and/or the agreed availability (collectively referred to as "Interruption"), SKIDATA shall make reasonable efforts, taking into consideration the causes and Customer’s technical environment, to resume Cloud-Based Services.

14.5 A period during which the Cloud-Based Services are unavailable due to an Interruption (a "Downtime") shall be calculated from the time SKIDATA becomes aware of an Interruption until the time SKIDATA restores availability. For avoidance of doubt, Downtime begins when Customer notifies SKIDATA of the Interruption.

14.6 SKIDATA shall have the right to monitor the Cloud-Based Services directly or through the service providers to ensure the accuracy of availability as determined solely by SKIDATA. Upon fourteen (14) days’ notice, Customer shall be entitled to request a copy of the availability report for the Solution covered under this Agreement.

14.7 Access to the Cloud-Based Services may be temporarily unavailable for reasons beyond SKIDATA's control such as, but not limited to, connection problems, server and/or network downtime. Such limitation of access to the Cloud-Based USA - Rev. 4/2025
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Services does not constitute a Downtime and shall not be considered an Interruption under this Agreement.

14.8 SKIDATA is entitled to block access to Customer's data, delete Customer's data and restrict or terminate reports, batch jobs and/or processes if (a) Customer's data violates this Agreement, (b) Customer uses excessive computer resources that affect the performance of the Cloud-Based Services for other participants, or (c) Customer's Data constitutes a security risk or could cause other serious damage. SKIDATA will use commercially reasonable efforts to inform Customer thereof.

15. Limitation of Liability. EXCLUDING CLAIMS FOR PERSONAL INJURY OR DEATH, NEITHER PARTY WILL BE LIABLE TO THE OTHER

PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF

PROFIT OR REVENUE, LOSS OF OR USE OF DATA, OPERATIONAL EFFICIENCY, INJURY TO REPUTATION OR LOSS OF UNIVERSALS,

ARISING UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION OR THEORY OF RELIEF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING CLAIMS FOR PERSONAL INJURY OR DEATH, ANY LIABILITY FOR DIRECT DAMAGES

ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF RELIEF, IS LIMITED TO THE

PURCHASE PRICE OF THE PRODUCT THAT GIVES RISE TO THE CLAIM, OR IN THE CASE OF SERVICES, THE TOTAL AMOUNT PAID OR TO BE PAID FOR THE SERVICES THAT GIVES RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

16. Indemnification.

16.1 SKIDATA shall indemnify, defend and hold harmless Customer, its officers, directors, employees, agents and Affiliates (“Customer Indemnities”) from and against any third-party claims, demands, actions, proceedings, lawsuits, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees), judgments, settlements, penalties, (“Claim(s)”) directly arising out of the following: (a) a SKIDATA manufactured Product provided to Customer under the Agreement infringes any US (i) patent, (ii) copyright, (iii) trademark or (iv) trade secret; (b) the gross negligence or reckless misconduct of SKIDATA in connection with the performance of its obligations under the Agreement which result in an injury to persons or property; and (c) SKIDATA’s violation of applicable laws or regulations.

16.2 SKIDATA shall only indemnify Customer Indemnities from and against Claims, if Customer (a) promptly notifies SKIDATA in writing of the Claim, (b) makes no admission of liability, prejudicial statement, settle, compromise, or consent to the entry of any judgment with respect to any pending or threatened Claim and does not otherwise take any position adverse to SKIDATA, (c) gives SKIDATA sole authority to control the defense and settlement of the Claim, and (d) provides SKIDATA full disclosure and reasonable assistance as required to defend the Claim. Customer’s counsel will have the right to participate in the defense of the Claim at Customer’s own expense without setoff, reimbursement, or payment whatsoever from SKIDATA.

16.3 In the event a Claim is made under this section which in SKIDATA’s reasonable opinion is determined to be legitimate, SKIDATA at its discretion and sole expense will do the following: (a) secure for Customer the right to continue the use of the alleged infringing Product, (b) replace the alleged infringing Product with a substantially equivalent non-infringing Product, or (c) modify the alleged infringing Product to be non-infringing. In the event SKIDATA is unable to perform the options previously listed (a) through (c), Customer shall return the concerned Products to SKIDATA and SKIDATA shall refund Customer the amount paid for such item.

16.4 Customer acknowledges and agrees that SKIDATA has no indemnification obligations if: (a) any Product was in accordance with Customer’s sole design or specifications, (b) Customer or any third party attributable to Customer alter the Product and the Claim would not have occurred absent such alteration, (c) Customer or any third party attributable to Customer combine the Product with materials not supplied or approved by SKIDATA and the Claim would not have occurred absent such combination, (d) Customer continues to use the Product after receiving written notice from SKIDATA to stop using the Product, (e) the Claim arises out of Customer’s use of the Product in violation of this Agreement. In no case will SKIDATA be liable for any Claims arising out of Customer’s negligent, reckless, or willful conduct.

16.5 Customer shall indemnify, defend and hold harmless SKIDATA, its officers, directors, employees, agents, and Affiliates (“SKIDATA Indemnities”) for any and all expenses, including reasonable attorney’s fees, incurred by SKIDATA Indemnities in connection with any litigation, administrative action or government investigation involving Customer in which SKIDATA Indemnities are (i) obligated to provide testimonial, documentary or other evidence under any order, subpoena or other formal process or (ii) otherwise obligated under applicable law to take any action where failure to take such action could reasonably be expected to expose SKIDATA Indemnities to liability of any kind. Customer shall also indemnify, defend USA - Rev. 4/2025
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and hold harmless SKIDATA Indemnities from and against all losses, costs, expenses, obligations, liabilities, and damages, including interest, regulatory and other fines, penalties, reasonable attorneys’ fees and costs that result or arise from Customer’s violation of any applicable law(s).

16.6 SECTION 14, THE INFRINGEMENT SECTION IS SKIDATA’s ENTIRE LIABILITY AND UNIVERSAL’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO UNIVERSAL’S INABILITY TO USE THE PRODUCTS OR ANY PORTION OF THE PRODUCT DUE TO ANY CLAIM.

17. SKIDATAT’s Intellectual Property.

17.1 “Intellectual Property” means any and all information developed by SKIDATA in relation to Works or otherwise and includes trademarks, copyrights, service marks, trade names, logos, domain names, designs, emblems, insignia, fascia, slogans, videos, applications, know-how, information, patents, trade secrets, standards, specifications, techniques, teaching methods, schemes and materials, management methods, standard operational procedures, drawings, architectural plans and layouts, equipment standards, training manuals, user manuals, books and catalogues, handbooks, curricula, advertising and marketing material including leaflets, brochures, posters, stickers and flyers, and other material(s) and/or creation(s) irrespective of the medium and format (including inter-alia through a web platform), whether or not registered or capable of registration and all other proprietary rights whatsoever, whether owned by or available to SKIDATA now or in future, anywhere in the world.

17.2 “Intellectual Property Rights” means (i) all possible rights, benefits, title or interest in or to Intellectual Property, anywhere in the world (whether registered or not) including all rights provided by international treaties and conventions, rights of distribution, reproduction and all other exploitation rights, (ii) any goodwill in relation to or in connection with Intellectual Property, (iii) any licenses, permissions and grants in connection with Intellectual Property; (iv) applications, extensions and renewals for registered Intellectual Property and the right to apply for them in any part of the world, (v) the right to obtain and hold appropriate registrations for Intellectual Property, (vi) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future infringements or violations thereof and the right to sue for and recover the same.

17.3 SKIDATA and/or its licensors are exclusively entitled to all Intellectual Property. For the avoidance of doubt, SKIDATA retains all right, title and interest in any pre-existing or new Intellectual Property which may be used in performance of the Agreement, including any modifications or improvements made during the performance of the Services. To the extent Intellectual Property is embodied in any deliverable, SKIDATA grants Customer a non-exclusive, royalty-free, non-transferable, non-sublicensable, license to use such Intellectual Property as is necessary to use the deliverable for Customer's general business purposes in accordance with this Agreement.

17.4 Customer warrants and represents that it has the intellectual property rights, including but not limited to, lithographs, print layouts, writings, or fonts of any kind, provided by Customer for performance of the Works. To the fullest extent available under the law, Customer expressly indemnifies and holds SKIDATA Indemnities harmless in respect of any claims or proceedings arising out of intellectual property infringement by Customer.

18. Data Protection; Consumer Privacy Laws; Remote Access Support.

18.1 Customer´s Data shall remain the property of Customer. To the extent SKIDATA has access to Customer’s data or devices, SKIDATA may collect, forward, and use Customer’s data for (a) fulfilment of this Agreement, (b) improvement of product and services, and (c) billing or general Customer service purposes. SKIDATA may transfer such data to affiliated companies, or third parties commissioned to process data for SKIDATA insofar as it is related to performance or to make improvements to the Solution. The Customer acknowledges and accepts that SKIDATA uses certain software (called "Connected Asset Management" or "CAM") for the purpose of improving service quality, which collects system data – such as, but not limited to, topology, Hardware and Software version and serial numbers, status of the Software, and time of installation – from Customer.

18.2 In order to troubleshoot and diagnose any potential issues with the product and services, Customer agrees to allow SKIDATA remote access to Customer’s devices including Customer’s network(s), computers, or servers. Remote access shall be conducted only through SKIDATA’s authorized software solutions. Any Customer provided remote access software is USA - Rev. 4/2025
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specifically rejected and shall not be utilized at any time.

18.3 SKIDATA may make backup copies of Customer’s Data, the transaction history, and other relevant information at SKIDATA’s own discretion to comply with applicable laws and regulations. However, SKIDATA is not otherwise obliged to preserve Customer Data outside the terms of this Agreement. Any retention of Customer Data and associated risk of loss, other than as outlined below shall be at Customer’s sole risk. In the event Customer desires a backup copy of Customer Data for Customer’s personal use, Customer may request a backup copy be provided at Customer’s cost and Customer shall be responsible for retention and protection of any and all copies.

18.4 SKIDATA shall store Customer’s Data for the period agreed in the Documentation. The Storage of Customer’s Data beyond the period stipulated in the Documentation requires a separate agreement between the Parties. SKIDATA backup copies of Customer’s Data serve exclusively to restore the Solution in the event of a system failure, sabotage, or other damaging event which may otherwise render the Solution unusable. SKIDATA backup copies are not used as data storage and therefore will not extend the storage period stated in the Documentation. After expiry of the storage period stipulated in the Documentation, SKIDATA is entitled to dispose of Customer’s Data without consulting Customer. Customer acknowledges and agrees that SKIDATA may take anonymization measures instead of deleting Customer’s Data. In this occasion SKIDATA shall carefully anonymize Customer´s Data so that it can no longer be associated with Customer; and SKIDATA may use this anonymized information to improve its services.

18.5 Customer acknowledges and agrees, that SKIDATA is entitled to compile and retain Aggregate Data and Analytics Data for purposes of (a) operating, maintaining, analyzing and improving existing Cloud Based Services and (b) researching and developing new Cloud Based Services. "Aggregate Data" means anonymized information and data collected or submitted in the course of accessing and using the Cloud Based Services by Customer. "Analytics Data" means the analysis of the use of Cloud Based Services by Customer. SKIDATA owns all rights in and to Aggregate Data and Analytics Data, provided that such Aggregate Data and Analytics Data are anonymized in such a manner that neither Customer nor any end user can be identified.

18.6 After termination of the Agreement, Customer may choose whether to have its Customer, sales, access and revenue data (or in certain cases invoice data): (a) handed over in machine readable format; (b) remain stored with SKIDATA for a reasonable fee; or (c) be irrevocably deleted or anonymized.

18.7 Not more than once per quarter, SKIDATA shall provide Customer with a data export of its sales, access and invoice data in a readable format free of charge upon written request. The costs for data exports in excess of this shall be charged to Customer on a time and material basis.

18.8 Both Parties will comply with all applicable industry standards concerning privacy, data protection, confidentiality and information security, including, without limitation, the then-current Payment Card Industry Data Security Standard of the PCI Security Standards Council (the PCI-DSS); ISO/IEC 27001; and all applicable federal, state, and local laws, rules, and regulations, as the same may be amended or supplemented from time to time, pertaining in any way to the privacy, confidentiality, security, management, disclosure, reporting, and any other obligations related to the possession or use of Personal Information, including without limitation, the Gramm-Leach-Billey Act (“GLBA"), 15 U.S.C. §§ 6801-6827, and all regulations implementing GLBA; the Fair Credit Reporting Act ("FCRA"), 15 U.S.C. § 1681 et seq., as amended by the Fair and Accurate Credit Transactions Act ("FACTA"), and all regulations implementing FCRA and FACTA; the Controlling the Assault of Non-Solicited Pornography and Marketing Act )CAN-SPAM"); security breach notification laws (such as Cal. Civ. Code §§ 1798.29, 1798.802 - 1798.84 ); laws imposing minimum security requirements (such as 201 Mass. Code Reg. 17.00); laws requiring the secure disposal of records containing certain Personal Information (such as N.Y. Gen. Bus. Law § 399-H).

19. Confidentiality.

19.1 "Confidential Information” means information disclosed by one Party to the other Party either directly or indirectly, in writing, orally or by drawings or inspection of samples, equipment or facilities; including without limitation (a) information identified by the disclosing Party, in writing or orally, as confidential at the time of disclosure; (b) information relating to the disclosing Party’s technologies, products, solutions and services used, provided and/or owned by the disclosing Party; and (c) the content and terms of the Agreement. Confidential information does not include information that (i) is known to the receiving Party before receipt from the disclosing Party, directly or indirectly, without an obligation of confidentiality to the disclosing Party, (ii) is legally obtained by the receiving Party from a third party without an obligation of confidentiality USA - Rev. 4/2025
Confidential SKIDATA INC – 07/18/2025 Page 14 of 16
to the disclosing Party, (iii) is or becomes publicly known or otherwise ceases to be confidential without violation of this section by the receiving Party, (iv) is independently developed by the receiving Party, or (v) is required to be disclosed in order to comply with a judicial order or decree, request of an arbitral court, provided that the receiving Party shall use its best efforts to maintain the confidentiality of the Confidential Information, e.g. by asserting in such action any applicable privileges, and shall, immediately after gaining knowledge or receiving notice of such action, notify the disclosing Party thereof and give both Parties the opportunity to seek any other legal remedies so as to maintain such Confidential Information in confidence.

Communication of information to financial institutions and their professional advisors in the context of the assignment of receivables do not constitute a breach of confidentiality.

19.2 The receiving Party agrees not to use any Confidential Information for any reason except to the extent necessary in connection with the Agreement. The receiving Party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure and use of Confidential Information of the disclosing Party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such Confidential Information, which measures shall include the highest degree of care that the receiving Party utilizes to protect its own Confidential Information of a similar nature, but in any event not less than a reasonable degree of care. The receiving Party will not disclose any Confidential Information of the disclosing Party to third parties, except to its Affiliates, employees, officers, directors, consultants, attorneys, accountants and other advisors who are required to have the information in order to carry out discussions and activities under this Agreement (“Representatives”). As an express condition to any disclosure of Confidential Information, the receiving Party will advise its Representatives who have access to the disclosing Party’s Confidential Information of their confidentiality obligations under this Agreement and will ensure that they are bound by obligations of confidentiality to the same extent that the receiving Party is bound under this section. The receiving Party shall be liable to the disclosing Party for all breaches by the persons who will be given access to the Confidential Information by the receiving Party. The receiving Party agrees to notify the disclosing Party promptly in writing of any misuse or misappropriation of Confidential Information of the disclosing Party that may come to the receiving Party’s attention. Upon written request by the disclosing Party, the receiving Party will promptly return all Confidential Information, including copies, to the disclosing Party.

20. Force Majeure.

20.1 Neither Party will be responsible for any failure to perform (other than performance of any obligation to make any payment) or delay in performing its obligations under the Agreement or for damages or losses resulting therefrom, due to causes which are unavoidable and beyond the reasonable control of a Party to the extent it causes such Party to be unable to comply with any or all its obligations under the Agreement.

20.2 Such circumstances may include but are not limited to the following (each a “Force Majeure Event”): natural disasters, pandemics, epidemics, diseases, acts or threats of terrorism, cyber-attacks, outbreak of viruses, fire, flood, explosion or other similar or dissimilar acts of God, acts of war, hostilities (whether war be declared or undeclared), strikes or other matter beyond the reasonable control of the Party claiming benefit under this section, embargo or other acts of governmental or quasi-governmental restrictions or intervention, political instability, public disorder, discontinuity of internet, satellite access or other distribution network access or other similar or dissimilar events (and in the case of SKIDATA, scarcity of personnel and/or raw materials, accidental destruction of substantial goods at SKIDATA’s premises, disruption to SKIDATA’s manufacturing, sourcing and/or delivery process, or any of the foregoing occurring to SKIDATA’s suppliers, subcontractors and/or agents).

20.3 If a Force Majeure Event occurs, then the Party affected will as soon as reasonably practicable notify the other Party in writing of the nature and likely duration of the Force Majeure Event and take all reasonable steps to reduce its effect (but without incurring unreasonable additional costs).

20.4 If the Force Majeure Event continues for more than one month, the Parties shall use their reasonable efforts to amend the Agreement in such a way that it allows the performance thereof. If despite said reasonable efforts no agreement can be found for the amendment of the Agreement and the Force Majeure Event subsists for more than two additional months, then either Party shall be entitled to terminate the Agreement immediately upon written notice to the other Party with no further obligation or liability other than for amounts due and payable hereunder prior to the date of this termination.

21. Insurance. Each Party shall provide and maintain at its own expense the following insurance against liability arising in any USA - Rev. 4/2025
Confidential SKIDATA INC – 07/18/2025 Page 15 of 16
way from the Agreement: (a) commercial general liability insurance (including but not limited to contractual liability insurance) in a sum no less than $1,000,000 for any one occurrence and (b) workers’ compensation in compliance with the laws of the state(s) wherein the operations will occur, with employers liability insurance in the reasonable amount for each accident, and for each employee. All insurance policies will be issued by companies licensed or authorized to transact business in the state(s) where operations will occur. On a Party’s request, the other Party shall provide such Party with a certificate of insurance from the other Party’s insurer evidencing the insurance coverage specified in this section. The certificate of insurance shall name the other Party as an additional insured. Each Party shall provide the other Party with 30 days advance written notice in the event of a cancellation or material change in its insurance policy.

22. Miscellaneous.

22.1 Governing Law and Dispute Resolution. Except for any equitable relief and claims for payment, any dispute, controversy or claim arising out of or in relation to the Agreement, including the validity, invalidity, breach or termination, will be resolved by arbitration in New York under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The tribunal will consist of a single arbitrator to be chosen under the AAA rules. The language of the arbitration will be English. The award will be final and binding on the Parties and will also include legal fees, costs of arbitration and all related matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The Agreement is governed by the laws of the State of New York, without regard to its choice of law provisions. The courts of New York County, New York, shall have exclusive jurisdiction over any litigation. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.

22.2 Subcontracting. SKIDATA is permitted to subcontract the performance of all or any portion of the Services to any subcontractor that has the requisite skill and expertise to complete the work. If Customer requires its choice of subcontractor, Customer shall (i) verify provision of adequate insurances of the types and values SKIDATA requires, and (ii) indemnify SKIDATA from and against any claim or allegation that arises from Customer’s requested subcontractor’s performance of services or presence in SKIDATA’s facility.

22.3 Entire Agreement. This Agreement (a) is a final, complete, and exclusive statement of the agreement and understanding of the Parties with respect of the subject matter hereof, (b) constitutes the entire agreement of the Parties with respect to the subject matter hereof, and (c) supersede, merge, and integrate herein any prior and contemporaneous negotiations, discussions, representations, understandings, and agreements between any of the Parties, whether oral or written, with respect to the subject matter hereof.

22.4 Conflicting Terms. All terms of any purchase order or similar ordering document provided by Customer, including but not limited to pre-printed terms or references to links whether inconsistent, similar, or in addition to this Agreement or any portion of the Agreement are expressly rejected. Any other additional or inconsistent terms or conditions in a purchase order or course of dealings between the Parties or usage of trade are expressly disclaimed and rejected. This Agreement shall control and take precedence over any previously or subsequently executed agreements or understandings regarding the subject matter of this Agreement.

22.5 Assignment. Customer shall not assign or transfer this Agreement or any of its rights or obligations hereunder, to any other person or entity, whether by written agreement, operation of law or otherwise, without the prior written consent of SKIDATA. Any purported assignment or transfer by Customer without SKIDATA’s prior written consent will be void.

SKIDATA may freely assign this Agreement, including any of its rights hereunder, and it may freely delegate its obligations hereunder, in each case to any of its Affiliates and/or to any person or entity that acquires SKIDATA or all or substantially all of SKIDATA’s assets related to the products and services provided under this Agreement. In addition, SKIDATA may also freely assign or transfer any receivables from Customer under this Agreement. This Agreement is binding upon, and inures to the benefit of, the Parties and their respective successors and permitted assigns.

22.6 Amendment. This Agreement can be amended or modified if, and only if, such amendment is in writing and is signed by each Party.

22.7 Waiver. No failure or delay by any Party in exercising any of such Party’s rights, powers, or privileges hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder or otherwise.

USA - Rev. 4/2025
Confidential SKIDATA INC – 07/18/2025 Page 16 of 16

22.8 Survivability. The terms and conditions of the Agreement which by sense and content are intended to survive, including payment, warranties and disclaimers, confidentiality, indemnification, and limitation of liability, shall survive the expiration or termination of the Agreement. No claims arising out of this Agreement shall be brought more than two years after the completion or termination of this Agreement.

22.9 Severability. If any portion or provision of the Agreement is to any extent determined to be illegal, invalid, or unenforceable by a court of competent jurisdiction, then the remainder of the Agreement, and the application of such portion or provision in circumstances other than those as to which it is so determined to be illegal, invalid, or unenforceable, as applicable, will not be affected thereby.

22.10 Contra Proferentem. Each Party acknowledges that it has been represented by counsel under this Agreement or had the opportunity to consult with counsel. Accordingly, any rule of applicable law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

22.11 Authority to Sign. The individual(s) executing this Amendment on behalf of each party is/are authorized to execute this Agreement on behalf of said party. Each party has taken all actions required by law to approve the execution of this Agreement.

22.12 Interpretation. Titles, captions, and headings included herein are for convenience of reference only and are not to affect the meaning, construction, or interpretation hereof or of any provision hereof.

22.13 Attorney’s Fees. In the event of any litigation, arbitration or any judicial proceeding arising as a result of the breach of the Agreement, the Party prevailing in such litigation or judicial proceeding will be entitled to collect the costs and expenses of bringing or defending such litigation or proceeding, including reasonable attorneys' fees, from the Party not prevailing.

22.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be considered an original but altogether constitute the same instrument. Acceptance of this Agreement may be made in electronic form showing the signatures of both parties. The Parties agree that electronic signatures are legally valid, effective, and enforceable.

22.15 Compliance with Applicable Laws. Each Party covenants and agrees to comply with all applicable state, local, and federal laws during the Term of this Agreement and thereafter as may be applicable.

22.16 Trade Compliance. The Customer confirms that it will do its utmost to act in compliance with Economic Sanctions and Export Control Laws, and that neither the Customer, nor, so far as the Customer is aware, any agents or other persons acting on behalf of any of the foregoing is, or has been, listed on any US, EU, UN or UK sanction list. The Customer shall not sell, export or re-export, the product, directly or indirectly, to Russia, Belarus, Iran, North Korea, Syria or occupied parts of Ukraine. The Customer shall undertake its best efforts to ensure that the purpose of this section is not violated by any third parties further down the commercial chain. Any violation by the Customer of this clause constitutes a material breach of an essential element of this Agreement, and SKIDATA, its officers, directors, employees, agents and Affiliates shall be entitled to appropriate remedies, including, but not limited to: (1) termination of this Agreement; (2) a penalty of [25%] of the total value of this Agreement or price of the goods exported, whichever is higher; and (3) indemnification of SKIDATA, ASSA ABLOY Group and its officers, directors, employees, agents and Affiliates.

22.17 Non-Discrimination. Each Party agrees that it will not discriminate on the basis of race, color, national origin, disability, age, or military service in its administration of policies, programs, services and activities, or in employment.

22.18 Notices. All notices to be given in connection with this Agreement shall be in writing and shall be effective when delivered to SKIDATA or Customer, as may be the case, at their respective addresses set forth in this Agreement. Date of delivery shall be, as applicable, (1) when delivered, if personally delivered (2) forty-eight (48) hours after posting, if sent by certified mail, return receipt requested, postage prepaid, and (3) the next business day after deposit with the courier company, if sent by overnight courier.

Commercial in Confidence SKIDATA INC – 06/30/2025 Page 1 of 20

PROJECT INFORMATION
PROJECT NAME:

COSB - V16 MOBILITY SUITE ECO
WITH B2C UPGRADE
SKIDATA CONTACT: MICHAEL ALPUCHE
ACCOUNT NAME:

CITY OF SANTA BARBARA - PW

DOWNTOWN PARKING
PHONE NUMBER: (661) 670-0379
PROPOSAL #: 280711 E-MAIL ADDRESS: [email protected]

SKIDATA PROPOSAL
ISSUE DATE: 06/30/2025
VALID UNTIL: 07/30/2025
ATTACHMENT 4
Commercial in Confidence SKIDATA INC – 06/30/2025 Page 2 of 20

PROJECT LOCATION BILL TO INFORMATION

CITY OF SANTA BARBARA - PW DOWNTOWN PARKING
1221 ANACAPA ST
SANTA BARBARA, CALIFORNIA 93101
PHONE: (805) 564-5355

CITY OF SANTA BARBARA - PW DOWNTOWN PARKING
1221 ANACAPA ST
SANTA BARBARA, CALIFORNIA 93101
PHONE: (805) 564-5355

SOLUTION SUMMARY
SKIDATA WILL UPGRADE THE PARCS SOFTWARE TO VERSION 16 TO SUPPORT THE IMPLEMENTATION OF B2C MANAGEMENT FOR MONTHLY PARKERS. ADDITIONALLY, THE SYSTEM WILL TRANSITION TO A SOFTWARE-AS-A-SERVICE (SAAS) MODEL, ALLOWING END

USERS TO SIGN UP AND PURCHASE MONTHLY KEY CARDS VIA AN ONLINE PORTAL THAT SEAMLESSLY INTEGRATES WITH THE SKIDATA SYSTEM.

INVESTMENT SUMMARY
EQUIPMENT: $ 0 EQUIPMENT WARRANTY TERM: 12 MONTHS
SOFTWARE: $ 0 PROJECT DATES
LABOR: $ 0 YOUR DESIRED GO-LIVE *07/14/2025
FREIGHT: $ 0
FREIGHT SURCHARGE: $ 0 PROJECT DATES
TARIFF SURCHARGE: $ 0 PREVAILING WAGE YES
ESTIMATED SALES TAX: $ 0 TAX EXEMPT NO
ESTIMATED LABOR TAX: $ 0

THE PRICES QUOTED ARE BASED ON TARIFF RATES AND
IMPORT/EXPORT REGULATIONS IN EFFECT AS OF APRIL 4, 2025. IN

THE EVENT OF ANY CHANGES TO TARIFFS, DUTIES, IMPORT/EXPORT

RESTRICTIONS, OR OTHER GOVERNMENTAL CHARGES THAT

MATERIALLY AFFECT THE COST OF GOODS OR SERVICES, SKIDATA RESERVES THE RIGHT TO ADJUST PRICING ACCORDINGLY.

ESTIMATED FREIGHT TAX: $ 0
ANNUAL LICENSING FEES INCLUDED: $ 68,795
SUB-CONTRACTED TOTAL: $ 0
WAGE OR INSURANCE PREMIUMS: $ 1,242
PROJECT SERVICES: $ 6,900
TOTAL SYSTEM INVESTMENT: $ 76,937

PAYMENT SCHEDULES OF VALUES
# PAYMENT DESCRIPTION % $ AMOUNT
1 DEPOSIT CHECK - REQUIRED ALONG WITH SIGNED AGREEMENT TO INITIATE THE PROJECT 50% $ 38,469 2 FINAL PAYMENT - UPON SUBSTANTIAL COMPLETION A FINAL INVOICE WILL BE ISSUED 50% $ 38,469 Commercial in Confidence SKIDATA INC – 06/30/2025 Page 3 of 20

PROPOSAL STATEMENT OF WORK

CURRENT CONFIGURATION
FACILITY ID: 1702968
CURRENT VERSION: 14
LANES: 43
POFS: 0
PCS: 21

PROJECT OVERVIEW
SKIDATA WILL UPGRADE THE PARKING.LOGIC SOFTWARE TO THE LATEST VERSION (V16), PLATETECH.LOGIC (V6), AND IMPLEMENT AN INTEGRATED E-COMMERCE PLATFORM. AN ONLINE SELF-SERVICE PORTAL WILL BE DEVELOPED, ENABLING END

USERS TO CONVENIENTLY PURCHASE MONTHLY PARKING PASSES FOR ALL DOWNTOWN GARAGES CONNECTED TO THE SKIDATA PARCS SYSTEM. THROUGH THIS PORTAL, USERS WILL HAVE THE ABILITY TO PURCHASE NEW PASSES, RENEW EXISTING CREDENTIALS (HID KEY CARDS), OR REGISTER THEIR LICENSE PLATES FOR USE WITH THE LICENSE PLATE RECOGNITION (LPR) SYSTEM. SYSTEM ADMINISTRATORS WILL MANAGE THE DISTRIBUTION OF HID KEY CARDS TO USERS AS NEEDED.

ADDITIONALLY, THE SYSTEM WILL TRANSITION TO SKIDATA’S MOBILITY SUITE (SAAS) PLATFORM, UNLOCKING ACCESS TO NEW SOFTWARE MODULES AND SWEB-BASED TOOLS, INCLUDING THE MOBILE PAY FEATURE. THIS MIGRATION WILL ENSURE THE SYSTEM

REMAINS CURRENT WITH THE LATEST FEATURES AND IS CAPABLE OF EXPANDING TO SUPPORT FUTURE ENHANCEMENTS WITHIN THE SKIDATA ECOSYSTEM.

SKIDATA SOFTWARE MODEL:

SKIDATA MOBILITY SUITE (SAAS): ECO WITH E-COMM (B2C) - 2 YEAR AGREEMENT  UNLOCKING OF MOST OF SKIDATA SOFTWARE MODULES AND OPERATING LICENSES.  QUARTERLY SOFTWARE UPDATES.
 ALL SOFTWARE UPGRADES AS RELEASED.

CLOUD SERVICES:
 SWEB CONTROL BASIC - OPERATOR CAN ACCESS PARKING.LOGIC PORTAL FROM ANYWHERE. REQUIRES INTERNET CONNECTION, USERNAME AND PASSWORD FOR EACH PARKING ADMINISTRATOR.  SWEB E-TICKETING - SECURE E-TICKETS STORED ON YOUR GUESTS MOBILE PHONE (REQUIRES SCANNERS)  SWEB MOBILE PAY - PAY-ON-FOOT ON YOUR PHONE, SCANS QR CODE ON TICKET AND CAN PAY VIA PHONE USING APPLE PAY AND GOOGLE PAY.

INCLUSIONS:
· SAAS MOBILITY SUITE
· SYSTEM COMMISSIONING AND TRAINING (34 HOURS)
· PROJECT MANAGEMENT (10 HOURS)
EXCLUSIONS:
· PARKING SIGNAGE
· PARKING GUIDANCE
· PARKING ASSIST SYSTEM (RED/ GREEN LIGHT FOR SPACE AVAILABILITY) · COUNT SIGNS (OPTIONAL)
· VALIDATION EQUIPMENT
· PERMITS
· CONDUIT/PATHWAY WITH PULL STRINGS FOR PARCS COMMUNICATION Commercial in Confidence SKIDATA INC – 06/30/2025 Page 4 of 20 · FIBER OPTICS
· ELECTRICAL CIRCUITS FOR PARCS EQUIPMENT
· INTERNET AND FIREWALL
· CREDIT CARD MERCHANT ACCOUNT
· AFTERHOURS LABOR (WEEKEND, EVENING, AND HOLIDAYS)

SCOPE OF WORK & RESPONSIBILITIES
# LABOR & PROFESSIONAL SERVICES SCOPE RESPONSIBILITY
1 THE FIRST YEAR’S FEES FOR MOBILITY SUITE SUBSCRIPTION ARE INCLUDED IN THE INITIAL AGREEMENT’S TOTAL. THE MINIMUM TERM OF THE AGREEMENT IS 2 YEARS. SUBSEQUENT YEARS WILL BE INVOICED ON A RECURRING BASIS UNTIL CANCELED BY EITHER PARTY.

CLARIFICATIONS
2 REMOTE LABOR IS INCLUDED FOR UPDATES/UPGRADES IN “FULLY AUTOMATIC” MODE. “SEMI-AUTOMATIC” OR “MANUAL” MODES MAY REQUIRE EXTRA LABOR.

CLARIFICATIONS
3 MOBILITY SUITE SUBSCRIPTION UNLOCKS ALL PARKING.LOGIC SW MODULES AND A SELECTION OF SWEB SERVICES BASED ON YOUR CHOSEN TIER. THE SUBSCRIPTION CONNECTS

YOUR SYSTEM TO THE CLOUD, DELIVERING REGULAR UPDATES, UPGRADES, AND NEW FEATURES.

CLARIFICATIONS
4 THE ‘ECO’ AND ‘BUSINESS’ TIERS OF MOBILITY SUITE INCLUDE SWEB CONTROL ‘BASIC’.

PREMIUM FEATURES OF SWEB CONTROL ARE EXCLUSIVE TO THE ‘PREMIUM’ TIER BUT CAN BE ADDED TO LOWER TIERS FOR AN EXTRA CHARGE AS AN “ADD-ON.”

CLARIFICATIONS
5 THE MOBILITY SUITE SUBSCRIPTION UNLOCKS SPECIFIC SWEB SERVICES BASED ON YOUR SELECTED TIER. SETUP LABOR IS SEPARATE. WE WILL SET UP ONLY THE SWEB SERVICES INCLUDED IN THIS AGREEMENT’S SCOPE OF WORK.

CLARIFICATIONS
6 CUSTOM BRANDING IS AVAILABLE FOR SOME SWEB SERVICES. THE CUSTOMER MUST PROVIDE GRAPHICS PER PROJECT SPECS. SETUP LABOR IS COVERED INITIALLY; CHANGES AFTER IMPLEMENTATION MAY INCUR FEES UP TO $2,500. START EARLY AS THE PROCESS CAN BE TIME-CONSUMING.

CLARIFICATIONS
7 USE OF SKIDATA’S SWEB SERVICES REQUIRES THAT THE ON-PREMISE SERVER RUNNING PARKING.LOGIC BE CONSISTENTLY MAINTAINED AND KEPT UP TO DATE.

CLARIFICATIONS
8 ELECTRONIC PAYMENT TRANSACTIONS (E.G., SWEB MOBILE PAY, SWEB ECOM) INCUR A 35¢ CONVENIENCE FEE PER TRANSACTION, COLLECTED BY SKIDATA. CLARIFICATIONS 9 THE CUSTOMER MUST ENSURE E-COMMERCE PROCESSING IS AVAILABLE WITH A SUPPORTED PAYMENT GATEWAY FOR PLATFORMS LIKE SWEB ECOM AND MOBILE PAY. THIS MAY REQUIRE A NEW OR UPDATED AGREEMENT WITH A COMPATIBLE PROVIDER.

CUSTOMER
10 AN INBOUND FIREWALL RULE FROM OUR CLOUD SERVICES TO THE ON-PREMISE PARKING SERVER IS REQUIRED FOR SWEB MOBILE PAY TO FUNCTION. COORDINATE WITH YOUR PROJECTS TEAM TO SET THIS UP, ALONG WITH ANY OTHER NECESSARY FIREWALL RULES.

CLARIFICATIONS
11 SWEB MOBILE PAY CURRENTLY DOES NOT SUPPORT THE SCANNING OF VALIDATION TICKET BARCODES AND WORKS BEST WHEN USED WITH SWEB VALIDATE.

CLARIFICATIONS
Commercial in Confidence SKIDATA INC – 06/30/2025 Page 5 of 20 12 FINAL SYSTEM TESTING AND CHECKOUT. SKIDATA
13 SKIDATA WILL PROVIDE ALL FINAL WIRING TERMINATIONS OF LOW VOLTAGE COMMUNICATIONS OR CONTROL CABLE ON SKIDATA PROVIDED EQUIPMENT.

SKIDATA
14 NO LIQUIDATED DAMAGES EXCLUSIONS
15 NO BONDS EXCLUSIONS
16 PREVAILING WAGE REQUIREMENTS INCLUDED SKIDATA
17 NO UNION LABOR EXCLUSIONS
18 WORK PERFORMED OUTSIDE OF STANDARD BUSINESS HOURS IS EXCLUDED. OVERTIME WORK WILL RESULT IN A CHANGE ORDER.

EXCLUSIONS
LOCATION: SOFTWARE

SYSTEM COMPONENTS
# BUNDLE NAME UNIT PRICE QTY EXTENDED
PRICE
1 SWEB.CONTROL

THE CENTRALIZED AND AUTOMATED MONITORING AND CONTROL SOLUTION TO MANAGE ALL YOUR PARKING SITES AND 3RD PARTY DEVICES FROM EVERYWHERE AND AT ALL TIMES!
$ 0.00 1 $ 0
2 SWEB E-TICKETING
THE SERVICE GENERATES AND E-MAILS ELECTRONIC TICKETS. SKIDATA

COORDINATES THE INTEGRATION OF VARIOUS WALLETS AND TICKET TECHNOLOGIES, AS WELL AS THEIR RELIABLE DELIVERY, ON YOUR BEHALF.
$ 0.00 1 $ 0
3 MICROSOFT OS LICENSES - V16

MICROSOFT WINDOWS OPERATING SYSTEMS LICENSES NEEDED FOR SKIDATA $ 0.00 1 $ 0
4 MICROSOFT SQL LICENSES - V16

MICROSOFT SQL DATABASE LICENSES NEEDED FOR SKIDATA
$ 0.00 1 $ 0
Commercial in Confidence SKIDATA INC – 06/30/2025 Page 6 of 20

PROJECT SERVICES
# PROJECT SERVICE NAME TOTAL PRICE
1 COMMISSIONING $ 3,600
2 ADDITIONAL INSTALLATION $ 1,350
3 PROJECT MANAGEMENT $ 1,500
4 TRAINING $ 450
5 CUSTOM SOLUTION $ 0

RECURRING ITEMS INCLUDED IN FIRST YEAR
SUBSEQUENT YEAR FEES TO BEGIN 12 MONTHS FROM BENEFICIAL USE OF SYSTEM BY CUSTOMER # SERVICE UNIT PRICE QTY ANNUAL TOTAL PRICE
1 MOBILITY SUITE | ECO SAAS | ANNUAL FEE PER LANE -
V14/15

MOBILITY SUITE FEE COVERS THE INITIAL SETUP OF CLOUD-BASED SERVICES & LOCAL SOFTWARE. ONGOING ANTIVIRUS SERVICE & MAINTENANCE UPDATES, AS WELL AS

UPGRADES VIA AUTOMATED SOFTWARE MAINTENANCE SERVICE
$ 960.00 43 $ 41,280
2 MOBILITY SUITE ADD ON | WEBSHOP B2C | YEARLY FEE PER
LANE
WEBSHOP FOR END-CUSTOMERS FOR BUYING FLAT FEE PARKING SUBSCRIPTIONS, PAYPER-USE CONTRACTS, AND PARKING RESERVATIONS. PRICED PER LANE $ 480.00 43 $ 20,640
3 PROTECT.CARE ANTI-VIRUS - PC/POF

ANTI-VIRUS SOLUTION LICENSE FOR PC OR PAY ON FOOT STATION $ 178.08 21 $ 3,740
4 PROTECT.CARE ANTI-VIRUS - SERVER

SKIDATA ANTI-VIRUS SOLUTION
$ 522.58 6 $ 3,135
5 SAAS - PROTECT.CARE ANTI-VIRUS - DAU

SKIDATA ANTI-VIRUS SOLUTION
$ 0.00 1 $ 0
6 MOBILITY SUITE | YEARLY SUBSCRIPTION BASE FEE
MOBILITY SUITE SUBSCRIPTION BASE FEE INCLUDES MAINTENANCE.CARE PREMIUM AND UPGRADE.CARE EXTENDED, COVERING LOCAL LABOR FOR ESSENTIAL SYSTEM

UPKEEP, INCLUDING OS UPDATES, SERVICE PACK UPDATES, FIRMWARE UPDATES, AND MAJOR SOFTWARE UPGRADES.
$ 0.00 1 $ 0
Commercial in Confidence SKIDATA INC – 06/30/2025 Page 7 of 20

USA - Rev. 2/2025
Confidential SKIDATA INC Page 8 of 20

1. This Proposal is subject to the Terms and Conditions attached hereto.

2. By signing the Proposal, Customer accepts both the Proposal and the applicable Terms and Conditions, which collectively form the agreement (“Agreement”) between Customer and SKIDATA (each individually a “Party”, jointly the “Parties”).

3. All terms of any purchase order or similar ordering document provided by Customer, including but not limited to pre-printed terms or references to links whether inconsistent, similar, or in addition to this Agreement or any portion of the Agreement are expressly rejected.

4. This Agreement becomes effective on the last date of signature (“Effective Date”).

5. If this Proposal is not signed within thirty (30) calendar days from the date of the Proposal, all pricing, service terms, project dates are subject to change and/or rescoping, at SKIDATA’s sole discretion.

CUSTOMER SKIDATA
SIGNATURE: \s1\ SIGNATURE: \s3\
PRINTED NAME:
\proposalsigner_1_\
PRINTED NAME:

TITLE:
\proposalsignertitle_1_\
TITLE:

ORGANIZATION:
\proposalsignerorg_1_\
ORGANIZATION:

DATE SIGNED:
\d1\
DATE SIGNED:
\d3\

USA - Rev. 2/2025
Confidential SKIDATA INC Page 9 of 20
Mobility Suite Subscription Conditions

1. Scope. These Mobility Suite Subscription Conditions (hereinafter referred to as the "Conditions" or “Agreement”) govern the use of SKIDATA's software Solution and related services (as defined below). By using the Solution, Customer agrees to be bound by these Conditions.

2. Definitions. For the purposes of these Conditions, the following terms shall have the meaning assigned to them under this section:

2.1 "Agreement": The entirety of the provisions governing the use of SKIDATA's Solution by Customer, including these Conditions, the Proposal, and any Exhibits incorporated herein by reference.

2.2 “Beneficial Use”: The moment when the Solution is fully installed, operational, and functioning in accordance with the documented specifications as determined by SKIDATA.

2.3 "Customer": The (natural or legal) person or entity having legal authority to enter into this Agreement.

2.4 "Customer´s Data": Data created or transmitted by Customer and stored on SKIDATA's servers or on the servers of service providers.

2.5 “Documentation”: Any associated documentation to the Solution, such as, but not limited to handout, manuals, instructions, schedules.

2.6 "Expert Services": means the maintenance module Maintenance.Care performed by SKIDATA authorized technicians and further described in Schedule 1.

2.7 “Effective Date”: The date the Agreement is signed and thereby becomes binding upon the parties.

2.8 "Cloud-Based Services": The applications, information technology infrastructure components, monitoring, storage, or other internet-based functions that enable access from external service providers over the internet or other wide area networks.

2.9 “Interfaces”: Each of SKIDATA's proprietary application programming interfaces, which are used by Customer to interface with SKIDATA's products and services, subject to the provisions of the Conditions.

2.10 "Proposal": SKIDATA's order form proposal, detailing Solution deliverables agreed to by Customer, and incorporating this Agreement by reference.

2.11 "SKIDATA": SKIDATA Inc., a Delaware company registered in the United States of America whose U.S.-based corporate office is at 5090 N 40th St Ste 450, Phoenix, AZ 85018. SKIDATA may also contract with Customer through a SKIDATA affiliated company in which case "SKIDATA" shall refer to such affiliated company.

2.12 "Solution": the combination of Software, Cloud-Based Services, Interfaces and Expert Services included in the per-lane license paid by Customer and outlined in Exhibit A.

2.13 "Software": The programs, data, or electronic instructions used to operate computers or devices and execute specific tasks which are hosted by Customer on-premise, installed locally, or hosted virtually with the use of remote servers. Furthermore, Software may occasionally involve access and use of application programming interface (API), portal, user IDs, tokens, passwords, and computer tools which are necessary for Customer to use the Software Package.

2.14 “Software Package”: includes Software, Cloud-Based Services and Interfaces, or any combination thereof.

3. Grant of License.

3.1 Customer is granted a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to use the Software Package, limited to the term of these Conditions. SKIDATA retains all right, title and interest in any pre-existing Intellectual Property which may be used in performing the services, including any modifications or improvements made during the performance of the services.

3.2 The Software Package may only be used within the scope of the Agreement and in connection with the contractually specified Solution. All other use of the Software Package, particularly in connection with third-party products, requires the explicit written consent of SKIDATA. Customer shall purchase the requisite number of licenses corresponding to the number of entry and exit lanes.

Software may only be used with compatible SKIDATA products and systems. Even if Software is made available to Customer on a DVD or any other physical data carrier, SKIDATA shall remain the owner of the Software and all trademarks, copyrights, patents, trade secrets and other intellectual property rights relating thereto. The source code shall not be part of the Conditions.

3.3 Software by the Microsoft Corporation is additionally subject to compliance of Customer with the applicable End User License Agreement (EULA) which are provided to Customer by SKIDATA.

3.4 In the event a Product can no longer be supported by SKIDATA or a third-party provider, it may be discontinued. As of the time of discontinuation of any SKIDATA products, SKIDATA is no longer obligated to provide upgrades to the respective product.

4. Service Level Agreement (SLA).

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4.1 The following availability of the Cloud-Based Services is agreed:

Availability 99.5% during the observation period

4.2 The observation period is one calendar month.

4.3 SKIDATA will use commercially reasonable efforts to achieve the agreed availability and to provide the Cloud-Based Services in accordance with the standards of the hosting industry (the "Service Standards"). In the event of an interruption, disruption or error which results in a failure to meet the Service Standards and/or the agreed availability (collectively referred to as "Interruption"), SKIDATA shall make reasonable efforts, taking into consideration the causes and Customer’s technical environment, to resume CloudBased Services.

4.4 A period during which the Cloud-Based Services are unavailable due to an Interruption (a "Downtime") shall be calculated from the time SKIDATA becomes aware of an Interruption until the time SKIDATA restores availability. For avoidance of doubt, Downtime begins when Customer notifies SKIDATA of the Interruption.

4.5 SKIDATA shall have the right to monitor the Cloud-Based Services directly or through the service providers to ensure the accuracy of availability as determined solely by SKIDATA. Upon fourteen (14) days’ notice, Customer shall be entitled to request a copy of the availability report for the Solution covered under this Agreement.

4.6 Access to the Cloud-Based Services may be temporarily unavailable for reasons beyond SKIDATA's control such as, but not limited to, connection problems, server and/or network downtime. Such limitation of access to the Cloud-Based Services does not constitute a Downtime and shall not be considered an Interruption under this Agreement.

4.7 SKIDATA is entitled to block access to Customer's Data, delete Customer's Data and restrict or terminate reports, batch jobs and/or processes if (a) Customer's Data violates this Agreement, (b) Customer uses excessive computer resources that affect the performance of the Cloud-Based Services for other participants, or (c) Customer's Data constitutes a security risk or could cause other serious damage. SKIDATA will use commercially reasonable efforts to inform Customer thereof.

5. Term, Termination for Cause.

5.1 The Agreement shall commence on the Effective Date and continue for a period of two (2) years, after which it will automatically renew for additional one (1) year terms until it is terminated by either party by giving at least sixty (60) days written notice to the other party.

5.2 Except for non-payment, in the event of a material breach of the Agreement by a party, the non-breaching party shall be entitled to terminate the Agreement by (a) providing written notice of the intent to terminate, and (b)the opportunity to cure of not less than thirty (30) days.

5.3 If the Agreement is terminated for cause by Customer due to a material breach, already paid license fees will be reimbursed on a pro rata basis, starting from the first day of occurrence of the material breach. In all other cases, any reimbursement of already paid license fees or any adjustment of due license fees is excluded.

5.4 Upon termination of the Conditions, Customer shall (a) immediately cease to use the Software; (b) irretrievably destroy or return to SKIDATA all copies of the Software, including all backup copies, in whatever form they exist; (c) attest within ten (10) days in writing that all copies have been returned or destroyed. After expiry of the Conditions, SKIDATA and persons authorized by SKIDATA shall be entitled to confirm compliance with Section 5 obligation during normal business hours.

6. Payment.

6.1 Unless indicated otherwise herein, all invoices are due within thirty (30) days of the invoice date; initial payment must be made prior to beneficial use of the Solution. Payments are to be made in United States Dollars (“USD") without any deductions. SKIDATA will only accept payment via the Automated Clearing House network (“ACH”) or other electronic payment methods unless another payment type is mutually agreed upon. Payment shall be deemed to have been made as soon as the amount has been credited to SKIDATA's bank account. SKIDATA shall be entitled to charge default interest of one and one-half percent (1.5%) per month in the event of late or default of payment by Customer. In addition, Customer shall reimburse SKIDATA all costs of extrajudicial (e.g. dunning process) and judicial debt collection.

6.2 Notice of termination must be provided in writing to [email protected] with a copy pursuant to the Notice provision herein. Failure to provide notice of termination as required herein shall result in Customer’s continued payment obligations under this agreement.

6.3 License fees may be invoiced separately from other services based upon activation or similar variable events. Recurring payments are due in advance on the fifth (5th) day of the agreed invoicing period (e.g. month, quarter, year). Use of the Software Package or services may be subject to additional transaction fees as outlined in Exhibit A schedule of values and which Customer agrees to pay.

Customer agrees to pay a twenty-five ($25) USD late charge for any payments made after the due date. All reoccurring fees payable hereunder will be subject to upward adjustment on January 1st of the year succeeding the Effective Date by an amount proportionate

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to inflation for the preceding twelve (12) month period. The adjustment shall be based on the percentage change in the index known as the Consumer Price Index (CPI) for all Urban Consumers, U.S. city average, all expenditures except food and energy, as published by the United States Bureau of Labor Statistics.

6.4 The non-payment of the license fee is considered a material breach of the Agreement. In case of non-payment and after providing written notice, SKIDATA may suspend functionality of the Solution at its own sole discretion. Customer acknowledges that parts of the equipment not included in the Solution may stop functioning without the Solution.

6.5 In addition to all other remedies provided herein, in the event of a default or termination for non-payment, SKIDATA shall be entitled to claim or retain fifteen percent (15%) of the total contract value as reimbursement for expenses not limited to restocking, transportation, and processing. SKIDATA reserves the right to assert further claims for damages. Both Customer, on its own, and any party of whom Customer is acting on behalf, shall be jointly and severally liable for any payment obligations under this Agreement.

SKIDATA may seek payment from either or both parties, at its sole discretion, without waiving its rights or remedies against the other.

6.6 In the event that any new tariffs, duties, import/export restrictions, or other governmental charges are imposed, modified, or increased after the effective date of this Agreement, and such changes materially affect the cost of goods sold under this Agreement, the affected Party shall notify the other Party in writing within thirty (30) days of becoming aware of the change. The Parties shall negotiate in good faith to equitably adjust the pricing, delivery terms, or other relevant provisions of this Agreement to fairly allocate the impact of such tariff changes. If the Parties are unable to reach a mutually acceptable resolution within thirty (30) days of the initial notice, either party shall have the right to terminate this Agreement with thirty (30) days’ written notice, without liability, except for obligations incurred prior to termination. This clause shall apply to all orders placed but not yet fulfilled at the time of the tariff change and shall remain in effect throughout the term of this Agreement.

7. Obligations of Customer.

7.1 SKIDATA and persons authorized by SKIDATA shall be entitled to execute an audit by examining the systems, computers, books, records and accounting records of Customer during normal business hours as far as they are connected to the Solution provided under this Agreement. If such audit discloses a discrepancy (e.g. that the number of lanes exceeds the number of the licenses), Customer shall promptly pay the difference and all costs arising from returning Customer to compliance with these terms.. Customer shall also be required to pay the license fee for the unlicensed use of the Software in the past.

7.2 Customer shall use the Solution only in accordance with its intended use and in accordance with SKIDATA´s Documentation.

Customer shall be responsible for notifying SKIDATA of any problems with the Solution during the warranty period.

7.3 The provision of the Solution by SKIDATA and compliance with the agreed performance dates depend on the cooperation of Customer. Customer therefore shall provide SKIDATA with all necessary support to provide the Solution including but not limited to, access to any networks, data bases, programs, devices and services by Customer and third parties.

7.4 Customer shall not itself do, nor allow any third party to do: (a) sell, rent, lease, redistribute, remove, relocate, assign, sublet or otherwise transfer the Solution or parts thereof to any unaffiliated third party or location; (b) reverse engineer, decompile, disassemble, disable the Solution or otherwise attempt to derive the source code, trade secrets or know-how in or underlying any Solution or portion thereof; (c) reproduce, modify, translate or create derivative works of all or any part of the Solution or of the Documentation except that Customer may make reasonable numbers of copies of the Documentation for its internal use as it pertains to these Conditions; (d) remove, alter, or obscure any proprietary notice, labels or marks; (e) combine the Software with any kind of open-source software ((f) use the Solution for any illegal, unauthorized, or other improper purposes; (g) copy, publish, transmit and/or distribute the Cloud-Based Services and related content, (h) provides access to other SKIDATA systems, programs, features or data beyond the rights granted by the Conditions, or (i) disclose passwords provided to Customer to unauthorized third parties;, If Customer creates a back-up copy in accordance with these Conditions, Customer shall include all copyright notices and/or proprietary notices that are affixed to or appearing in the original copy. Customer acknowledges the Solution and related components are integral to the business of SKIDATA and any breach of this section will constitute a material breach and cause irreparable damage to SKIDATA, its affiliates, and related entities.

7.5 Customer shall take all necessary steps to ensure that the Solution is adequately protected against interference by third parties and other external influences. Customer shall not be entitled to remove, conceal or otherwise alter any identifications which have been affixed to the equipment by SKIDATA without SKIDATAs consent and shall therefore ensure that SKIDATA ownership is clearly and demonstrably made visible and expressed towards third parties, in particular to authorities and courts

7.6 Customer shall, at its own risk and expense, make sure that any and all preconditions for commissioning and mounting of the purchased item are met to the extent such performance is not included in the subject matter of this Agreement. Such preconditions include but are not limited to: foundation works including mounting tools to be provided, pipe and cable works between the individual devices in accordance with SKIDATA's specifications, set-up of power supply and mounting of the devices at the designated places, set-up and maintenance of power and voltage supply in accordance with applicable standards and of a broadband internet connection.

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7.7 Any services performed or requested which are outside the scope of work of this Agreement shall be invoiced on a time and material basis, including but not limited to manual updates or upgrades, maintenance service requests, or configuration changes.

8. Warranty.

8.1 SKIDATA warrants and represents that all installation services shall be performed in a workmanlike and professional manner consistent with generally accepted industry standards. Any suitability for a particular purpose other than the one expressly agreed upon and any warranty which may be associated with it, is excluded.

8.2 SKIDATA warrants that the Software has the functionalities and characteristics described in the Documentation. Customer acknowledges and accepts that it is technically impossible to produce software that is absolutely free of any defect and that the Software, either stand-alone or embedded in the equipment, is provided by SKIDATA "as-is" and "with all faults”. SKIDATA makes no representations or warranties of any kind concerning the safety or suitability of the Software. The warranty period is twelve (12) months from Beneficial Use.

8.3 SKIDATA provides the Solution to Customer under the terms of this Agreement with the understanding that technology may evolve, and Products may become obsolete over time. Should any hardware or software provided by SKIDATA become obsolete or unsupported by the manufacturer or licensor during the Term of this Agreement, SKIDATA shall not be liable for the continued performance, functionality, or support of such hardware or software. In the event of obsolescence, SKIDATA may, at its sole discretion, offer replacement software that meets or exceeds the specifications and functionality of the obsolete product, subject to availability and upon agreement by both parties. Any replacement or upgrade may be subject to additional costs, which Customer agrees to bear.

8.4 SKIDATA disclaims any warranty for defects which are not directly attributable to SKIDATA including but not limited to, defects arising out of or related to materials or software provided by Customer. SKIDATA shall have no warranty obligations where the Solution was in accordance with Customer or Customer’s end-user’s sole design or specifications, if Customer or Customer’s end-user alters the Solution, or if Customer or Customer’s end- user combines the Solution with materials not supplied or approved by SKIDATA. In the event of a claim by Customer, SKIDATA, shall at its option, repair, replace, or refund defective Software. In addition, any warranty shall be excluded in case of damage caused by third-party acts, atmospheric discharge, unstable networks, chemical influences, or Force Majeure. SKIDATA fulfils its warranty obligation either by substitute delivery of the defective Software, or by granting a price reduction, excluding thereby further and other claims. For warranty repairs at Customer's premises, Customer shall make available free of charge to SKIDATA resources and employees as required by SKIDATA. This shall be Customer’s sole remedies available as it pertains to warranty claims. The warranty period for any repaired/replaced goods shall be the greater of ninety (90) days or the remainder of the warranty period.

8.5 SKIDATATA EXPLICITLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT

LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING OUT OF OR RELATING TO THIRD-PARTY MANUFACTURED PRODUCTS AND COMPONENTS.

8.6 Updates and Upgrades, as defined in Schedule 1, may be automatically provided and installed to Customer, as such are available to comply with the applicable laws, regulations and/or compatibility requirements, including but not limited to security-related and operational standards developed by ISO or the PCI Security Standards Council, LLC. Customer acknowledges that, according to the respective release planning, older versions of software may no longer be supported after the expiry of a certain period. SKIDATA is not obliged to provide nonessential Updates to Customer. Customer acknowledges, that Updates and Upgrades may alter the system requirements and it may be necessary to install the respective predecessor Updates/Upgrades, third-party components and additional or altered hardware. Respective costs shall be borne by Customer and are not included in the license fee. Nothing in the Agreement requires Customer to install Updates or Upgrades but SKIDATA recommends their immediate installation. In case of non-installation of offered Updates or Upgrades, which could possibly endanger the security and operability of software and related systems and even infringe third-party licenses or laws; all consequences of non-installation are at the sole risk of Customer. Customer acknowledges and agrees that in the event Customer does not install Updates and/or Upgrades (a) SKIDATA is not liable for damages resulting from the non-installation and (b) warranty claims regarding the effected systems will automatically become void.

8.7 SKIDATA shall have no liability where a warranty claim arises out of or is in any way connected to: (a) Force Majeure Event (as defined in Section 14.9 of this Agreement); (b) the acts or omissions of Customer or any agent attributable to Customer; (c) access lines, cables or equipment provided or controlled by Customer or its agents; (d) Customers refusal or delay in allowing access to the physical lines necessary for the functionality of the Solution; (e) a configuration, routing event or technology that is not within SKIDATA's control; (f) Customer’s failure to comply with the configurations recommended by SKIDATA; (g) default in payment by Customer; (h) Custom modifications to the Solution requested by Customer or its agents; (i) Customer’s failure to comply with the measures recommended by SKIDATA to achieve the agreed availability; j) Customer’s refusal of necessary Updates and Upgrades as stated in this Agreement; and/or (k) any law, regulation or industry standard which makes the provision of the Solution inappropriate, prohibited, or unreasonable, or which would otherwise require a material change in terms.

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9. Liability; Indemnification.

9.1 EXCLUDING CLAIMS FOR PERSONAL INJURY OR DEATH, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,

SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR INCOME, LOSS OF OR

USE OF DATA, OPERATIONAL EFFICIENCY, LOSS OF INFORMATION, ARISING UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION OR THEORY OF RELIEF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING CLAIMS FOR PERSONAL INJURY

OR DEATH, ANY LIABILITY FOR DIRECT DAMAGES ARISING UNDER THESE TERMS, REGARDLESS OF THE FORM OF ACTION OR THEORY

OF RELIEF, IS LIMITED TO THE PURCHASE PRICE OF THE PRODUCT THAT GIVES RISE TO THE CLAIM, OR IN THE CASE OF SERVICES, THE TOTAL AMOUNT PAID OR TO BE PAID FOR THE SERVICES THAT GIVES RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.2 SKIDATA shall indemnify, defend and hold harmless Customer, its officers, directors, employees, agents and affiliates (“Indemnitees”) from and against any third-party claims, demands, actions, proceedings, lawsuits, costs, expenses, fees (including, without limitation, reasonable attorneys’ fees), judgments, settlements, penalties, (“Claim(s)”) directly arising out of the following: (a) a SKIDATA manufactured Product provided to Customer under the Agreement infringes any patent, copyright, trademark or trade secret; (b) the negligent or willful misconduct of SKIDATA in performance of its obligations under the Agreement resulting in an injury to persons or property; and (c) SKIDATA’s violation of applicable laws or regulations.

9.3 Customer will indemnify, defend and hold harmless SKIDATA, its officers, directors, employees, agents, and affiliates for any and all expenses, including reasonable attorney’s fees, incurred by SKIDATA or its affiliates in connection with any litigation, administrative action or government investigation involving Customer in which SKIDATA and/or any of its affiliates are (a) obligated to provide testimonial, documentary or other evidence under any order, subpoena or other formal process or (b) otherwise obligated under applicable law to take any action where failure to take such action could reasonably be expected to expose SKIDATA and/or its affiliates to liability of any kind. Customer will also indemnify, defend and hold harmless SKIDATA, its officers, directors, employees, agents, and affiliates from and against all losses, costs, expenses, obligations, liabilities, and damages, including interest, regulatory and other fines, penalties, and reasonable attorneys’ fees and costs that results from or arises from violations by Customer, its officers, directors, employees, agents and affiliates of any applicable law(s), including obtaining the required license(s) or permit(s) required to transfer, export, re-export or import the Products and related technology if applicable. Customer shall indemnify SKIDATA against all infringement claims asserted by third parties connected to or arising out of Customer's Data.

9.4 SKIDATA will have no indemnification obligations where: (a) Solution was in accordance with Customer’s or Customer’s end-user’s sole design or specifications, (b) Customer or Customer’s end-user alters the Solution, (c) Customer or Customer’s end- user combines the Solution with materials not supplied or approved by SKIDATA and such claim would not have occurred absent such combination, or (d) Customer or Customer’s end-user continues to use the Solution after receiving written notice from SKIDATA to stop using the Solution. In no case shall SKIDATA be liable for any consequential, incidental, indirect, special, punitive, or exemplary damages (including, without limitation, lost profits, business, or goodwill) suffered or incurred by Customer. In no case shall SKIDATA be liable for any damages arising out of Customer’s or anyone within Customer’s control, negligent, reckless, or willful conduct.

9.5 A Partys indemnification obligations are conditioned upon the Indemnitee (a) notifying the indemnifying party (“Indemnitor”) promptly of any threatened or pending Claim, provided that failure to provide such notice will only relieve the Indemnitor of its indemnification obligations to the extent its ability to defend or settle an applicable Claim is materially prejudiced by such failure to provide notice; (b) giving the Indemnitor, at the Indemnitor's expense, reasonable assistance and information requested by the Indemnitor in connection with the defense and/or settlement of the Claim; and (c) tendering to the Indemnitor sole control over the defense and settlement of the Claim. The Indemnitee’s counsel or their appointed of-counsel of choice will have the right to participate in the defense of the Claim at the Indemnitee’s own expense without set-off, reimbursement, or payment whatsoever from the Indemnitor. The Indemnitor will not, without the prior written consent of the Indemnitee, make any admission or prejudicial statement, settle, compromise, or consent to the entry of any judgment with respect to any pending or threatened Claim.

10. Confidentiality.

10.1 "Confidential Information” means information disclosed by one Party to the other Party either directly or indirectly, in writing, orally or by drawings or inspection of samples, equipment or facilities; including without limitation (a) information identified by the disclosing Party, in writing or orally, as confidential at the time of disclosure; (b) information relating to the disclosing Party’s technologies, products, solutions and services used, provided and/or owned by the disclosing Party; and (c) the content and terms of the Agreement. Confidential information does not include information that (i) is known to the receiving Party before receipt from the disclosing Party, directly or indirectly, without an obligation of confidentiality to the disclosing Party, (ii) is legally obtained by the receiving Party from a third party without an obligation of confidentiality to the disclosing Party, (iii) is or becomes publicly known or otherwise ceases to be confidential without violation of this section by the receiving Party, (iv) is independently developed by the

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receiving Party, or (v) is required to be disclosed in order to comply with a judicial order or decree, request of an arbitral court, provided that the receiving Party shall use its best efforts to maintain the confidentiality of the Confidential Information, (e.g. by asserting in such action any applicable privileges), and shall, immediately after gaining knowledge or receiving notice of such action, notify the disclosing Party thereof and give both Parties the opportunity to seek any other legal remedies so as to maintain such Confidential Information in confidence. Communication of information to financial institutions and their professional advisors in the context of the assignment of receivables do not constitute a breach of confidentiality.

10.2 The receiving Party agrees not to use any Confidential Information for any reason except to the extent necessary in connection with the Agreement. The receiving Party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure and use of Confidential Information of the disclosing Party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such Confidential Information, which measures shall include the highest degree of care that the receiving Party utilizes to protect its own Confidential Information of a similar nature, but in any event not less than a reasonable degree of care. The receiving Party will not disclose any Confidential Information of the disclosing Party to third parties, except to its affiliates, employees, officers, directors, consultants, attorneys, accountants and other advisors who are required to have the information in order to carry out discussions and activities under this Agreement (“Representatives”).

As an express condition to any disclosure of Confidential Information, the receiving Party will advise its Representatives who have access to the disclosing Party’s Confidential Information of their confidentiality obligations under this Agreement and will ensure that they are bound by obligations of confidentiality to the same extent that the receiving Party is bound under this section. The receiving Party shall be liable to the disclosing Party for all breaches by the persons who will be given access to the Confidential Information by the receiving Party. The receiving Party agrees to notify the disclosing Party promptly in writing of any misuse or misappropriation of Confidential Information of the disclosing Party that may come to the receiving Party’s attention. Upon written request by the disclosing Party, the receiving Party will promptly return all Confidential Information, including copies, to the disclosing Party.

11. Third-party Products.

11.1 The use of the Solution may require 3rd party manufactured or provided products, services or accessories and/or other system requirements (,”3rd Party Components“) in order to work in accordance with design specifications. The corresponding requirements are described in the documentation for the respective product. These 3rd Party Components may be supplemented or modified by SKIDATA at its sole discretion, however, Customer is responsible for obtaining, installing, maintaining, and operating any 3rd Party Components. For certain 3rd party Components, additional agreements may apply, which shall be observed by Customer. SKIDATA is not authorized and makes no representations or warranties as to any 3rd party provided component or products. SKIDATA shall not be liable for damages or losses caused by 3rd Party Components. All costs and fees for 3rd Party Components shall be borne by Customer in addition unless otherwise agreed herein.

11.2 To the extent Customer wishes to obtain or use - in addition to the Solution– 3rd party manufactured or provided products, services or accessories and integrate such 3rd Party Products into the Solution, Customer shall be solely responsible for ensuring all compatibility and compliance with this Agreement. In such cases, SKIDATA expressly disclaims any and all liability whatsoever without exception arising out of or related to in whole or in part to such 3rd party products.

11.3 The use of the Solution may require Customer to enter into a separate stand-alone agreement with 3rd party providers, including but not limited to payment processors. Customer agrees that in the event Customer is unable to successfully contract for these necessary services prior to installation, this Agreement may terminate.

12. Intellectual Property and Ownership.

12.1 “Intellectual Property” shall mean any and all information developed by SKIDATA in relation to the Solution, ancillary services, or otherwise and shall include trademarks, copyrights, service marks, trade names, logos, domain names, designs, emblems, insignia, fascia, slogans, videos, applications, know-how, information, patents, trade secrets, Proprietary Information (as defined in section 16), standards, specifications, techniques, teaching methods, schemes and materials, management methods, standard operational procedures, drawings, architectural plans and layouts, equipment standards, training manuals, user manuals, books and catalogues, handbooks, curricula, advertising and marketing material including leaflets, brochures, posters, stickers and flyers, and other material(s) and/or creation(s) irrespective of the medium and format (including inter-alia through a web platform), whether or not registered or capable of registration and all other proprietary rights whatsoever, whether owned by or available to SKIDATA now or in future, anywhere in the world.

12.2 “Intellectual Property Rights” shall mean and include (a) all possible rights, benefits, title or interest in or to the Intellectual Property, anywhere in the world, (whether registered or not and including all applications for the same and any extensions and renewals thereof) including all rights provided by international treaties and conventions, rights of distribution, reproduction and all other exploitation rights, (b) any goodwill in relation to or in connection with the same, (c) any licenses, permissions and grants in connection therewith; (d) applications for any of the foregoing and the right to apply for them in any part of the world, (e) the right to

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obtain and hold appropriate registrations for any of the foregoing, (f) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future claims or violations thereof and the right to sue for and recover the same.

12.3 SKIDATA and/or its licensors are exclusively entitled to all rights to the Solution derived from patent rights, trademark rights, design protection, copyrights or other Intellectual Property Rights or otherwise from the creation of the Solution as well as related documents, specifications, samples, models, drawings, printing plates, photographs, and other material shall remain the Intellectual Property of SKIDATA, including any improvements or alterations made to the Solutions or services during SKIDATA’s performance under these Conditions.

12.4 Unless otherwise stated herein, during the duration of this Agreement, and after its expiry, the Solution and all components thereof which may be delivered with the "SKIDATA Mobility Suite Subscription" (excluding purchased equipment), remains the property of SKIDATA.

12.5 The risk of loss of, or damage to all equipment being the subject of the Agreement, shall be transferred to Customer the moment the Software is delivered/installed at the Customers site and therefore falls into the control of Customer.

12.6 Title to any purchased equipment will pass to Customer upon final payment of all invoices related to the Agreement. Title to Software, either stand-alone or embedded into the Solution remains with SKIDATA or the applicable licensors. Customer’s rights and obligations related to Software are stipulated in this Agreement or the license agreement between Customer and the applicable licensors.

12.7 If parts are fixed to the equipment, whether authorized or not, which afterwards cannot be removed without loss of value or altering the substance or without reasonable effort, such parts shall be transferred into SKIDATA's ownership upon fixation. Provided however, that this shall not apply in case such parts or the adding of such parts would cause SKIDATA to infringe a third party's intellectual property.

13. Data Protection; Consumer Privacy Laws; Remote Access Support.

13.1 To the extent SKIDATA has access to Customer’s data or devices, SKIDATA may collect, forward, and use Customer’s data for (a) fulfilment of this Agreement, (b) improvement of product and services, and (c) billing or general customer service purposes. SKIDATA may transfer such data to affiliated companies or third parties commissioned to process data for SKIDATA insofar as it is related to performance or to make improvements to the Solution. Customer acknowledges and accepts that SKIDATA uses Software ("Connected Asset Management" or "CAM") for the purpose of improving service quality, which collects system data – such as, but not limited to, topology, Software version and serial numbers, status of the Software, and time of installation – from Customer.

13.2 In order to troubleshoot and diagnose any potential issues with the product and services, Customer agrees to allow SKIDATA remote access to Customer’s devices including Customer’s network(s), computers, or servers. Remote access shall be conducted only through SKIDATA’s authorized software solutions. Any Customer provided remote access software is specifically rejected and shall not be utilized at any time.

13.3 Customer´s Data shall remain the property of Customer.

13.4 SKIDATA may make backup copies of Customer’s Data, the transaction history, and other relevant information at SKIDATA’s own discretion to comply with applicable laws and regulations. However, SKIDATA is not otherwise obliged to preserve Customer Data outside the terms of this Agreement. Any retention of Customer Data and associated risk of loss, shall be at Customer’s sole risk.

13.5 The Storage of Customer’s Data beyond the period stipulated in the Documentation requires a separate agreement between the Parties. SKIDATA shall store Customer’s Data for the period agreed in the Documentation. Backup copies of Customer’s Data serve exclusively to restore the Solution in the event of a system failure, sabotage, or other damaging event which may otherwise render the Solution unusable. Backup copies are not used as data storage and therefore will not extend the storage period stated in the Documentation. After expiry of the storage period stipulated in the Documentation, SKIDATA is entitled to dispose of Customer’s Data without consulting Customer. Customer acknowledges and agrees that SKIDATA may take anonymization measures instead of deleting Customer’s Data. In this occasion SKIDATA shall carefully anonymize Customer´s Data so that it can no longer be associated with Customer; and SKIDATA may use this anonymized information to improve its services.

13.6 Customer acknowledges and agrees, that SKIDATA is entitled to compile and retain Aggregate Data and Analytics Data for purposes of (a) operating, maintaining, analyzing and improving existing Cloud Based Services and (b) researching and developing new Cloud Based Services. "Aggregate Data" means anonymized information and data collected or submitted in the course of accessing and using the Cloud Based Services by Customer. "Analytics Data" means the analysis of the use of Cloud Based Services by Customer.

SKIDATA owns all rights in and to Aggregate Data and Analytics Data, provided that such Aggregate Data and Analytics Data are anonymized in such a manner that neither Customer nor any end user can be identified.

13.7 After termination of the Agreement, Customer may choose whether to have its customer, sales, access and revenue data (or in certain cases invoice data): (a) handed over in machine readable format; (b) remain stored with SKIDATA for a reasonable fee; or (c) be irrevocably deleted or anonymized.

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13.8 For the avoidance of doubt, sections 13.5. and 13.7. do not apply for certain types of data, where the storage period is stipulated by statutory retention obligations.

13.9 Not more than once per quarter, SKIDATA shall provide Customer with a data export of its sales, access and invoice data in a readable format free of charge upon written request. The costs for data exports in excess of this shall be charged to Customer on a time and material basis.

13.10 Both Parties will comply with all applicable industry standards concerning privacy, data protection, confidentiality and information security, including, without limitation, then-current Payment Card Industry Data Security Standard of the PCI Security Standards Council (the PCI-DSS); ISO/IEC 27001; and all applicable federal, state, and local laws, rules, and regulations, as the same may be amended or supplemented from time to time, pertaining in any way to the privacy, confidentiality, security, management, disclosure, reporting, and any other obligations related to the possession or use of Personal Information, including without limitation, the Gramm-Leach-Billey Act (“GLBA"), 15 U.S.C. §§ 6801-6827, and all regulations implementing GLBA; the Fair Credit Reporting Act ("FCRA"), 15 U.S.C. § 1681 et seq., as amended by the Fair and Accurate Credit Transactions Act ("FACTA"), and all regulations implementing FCRA and FACTA; the Controlling the Assault of Non-Solicited Pornography and Marketing Act )CAN-SPAM"); security breach notification laws (such as Cal. Civ. Code §§ 1798.29, 1798.802 - 1798.84 ); laws imposing minimum security requirements (such as 201 Mass. Code Reg. 17.00); laws requiring the secure disposal of records containing certain Personal Information (such as N.Y.

Gen. Bus. Law § 399-H).

14. General Provisions

14.1 Governing Law and Dispute Resolution. Except for any equitable relief and claims for payment, any dispute, controversy or claim arising out of or in relation to the Agreement, including the validity, invalidity, breach or termination, will be resolved by arbitration in New York under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The tribunal will consist of a single arbitrator to be chosen under the AAA rules. The language of the arbitration will be English. The award will be final and binding on the Parties and will also include legal fees, costs of arbitration and all related matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The Agreement is governed by the laws of the State of New York, without regard to its choice of law provisions. The courts of New York County, New York, shall have exclusive jurisdiction over any litigation. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.

14.2 Severability. Should any provision contained in the Conditions be or become ineffective or unlawful, this shall not affect the validity of the remaining provisions. The parties shall replace any ineffective or unlawful provision with an effective and lawful provision most closely reflecting the Parties' original economic intent.

14.3 Amendment. This Agreement can be amended or modified if, and only if, such amendment is in writing and is signed by each Party.

14.4 Survivability. The terms and conditions of the Agreement which by sense and content are intended to survive, including payment, warranties and disclaimers, confidentiality, indemnification, and limitation of liability, shall survive the expiration or termination of the Agreement. No claims arising out of this Agreement shall be brought more than two years after the completion or termination of this Agreement.

14.5 Waiver. Any failure of either party to insist upon or enforce performance by the other party of any of the provisions of this Conditions or to exercise any rights or remedies under this Conditions will not be interpreted or construed as a waiver of such party's right to assert or rely upon such provision, right, or remedy in that or any other instance.

14.6 Entire Agreement. The Agreement constitutes the entire understanding between the Parties regarding the purchase of Products and Services from SKIDATA and supersedes and replaces any previous communications, representations or terms, written or oral. This Agreement (a) is a final, complete, and exclusive statement of the agreement and understanding of the Parties with respect of the subject matter hereof, (b) constitutes the entire agreement of the Parties with respect to the subject matter hereof, and (c) supersede, merge, and integrate herein any prior and contemporaneous negotiations, discussions, representations, understandings, and agreements between any of the Parties, whether oral or written, with respect to the subject matter hereof.

14.7 Subcontractors. Customer is not allowed to use subcontractors without the explicit consent of SKIDATA.

14.8 Contra Proferentem. Each Party acknowledges that it has been represented by counsel under this Agreement or had the opportunity to consult with counsel. Accordingly, any rule of applicable law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

14.9 Force Majeure. Neither Party will be responsible for any failure to perform (other than performance of any obligation to make any payment) or delay in performing its obligations under this Agreement or for damages or losses resulting therefrom, due to causes which are unavoidable and beyond the reasonable control of a Party to the extent it causes such Party to be unable to comply with any or all its obligations under this Agreement. Such circumstances may include but are not limited to the following (each a “Force Majeure Event”): natural disasters, epidemics, diseases, acts or threats of terrorism, cyber-attacks, outbreak of viruses, fire, flood, explosion or other similar or dissimilar acts of God, acts of war, hostilities (whether war be declared or undeclared), strikes or other

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matter beyond the reasonable control of the Party claiming benefit under this Section, embargo or other acts of governmental or quasi-governmental restrictions or intervention, political instability, public disorder, discontinuity of internet, satellite access or other distribution network access or other similar or dissimilar events (and in the case of SKIDATA, scarcity of personnel and/or raw materials, accidental destruction of substantial goods at SKIDATA’s premises, disruption to SKIDATA’s manufacturing sourcing and/or delivery process, or any of the foregoing occurring to SKIDATA’s suppliers, subcontractors and/or agents). If a Force Majeure Event occurs, then the Party affected will as soon as reasonably practicable notify the other Party in writing of the nature and likely duration of the Force Majeure Event and take all reasonable steps to reduce its effect (but without incurring unreasonable additional costs).

The Party affected by the Force Majeure Event will notify the other Party in writing as soon as performance of its obligations is no longer prevented by the Force Majeure Event and the affected Party will resume the performance of such obligations as soon as reasonably possible. If the Force Majeure Event continues for more than one (1) month, the Parties shall use their reasonable efforts to amend the Agreement in such a way that it allows the performance thereafter. If, despite said reasonable efforts, no agreement can be found for the amendment of the Agreement and the Force Majeure Event subsists for more than two (2) additional months, then either Party shall be entitled to terminate the Agreement immediately upon written notice to the other Party with no further obligation or liability other than for amounts due and payable hereunder prior to the date of termination.

14.10 Interpretation. Titles, captions, and headings included herein are for convenience of reference only and are not to affect the meaning, construction, or interpretation hereof or of any provision hereof.

14.11 Attorney’s Fees. In the event of any litigation, arbitration or any judicial proceeding arising as a result of the breach of the Agreement, the Party prevailing in such litigation or judicial proceeding will be entitled to collect the costs and expenses of bringing or defending such litigation or proceeding, including reasonable attorneys' fees, from the Party not prevailing.

14.12 Trade Compliance. Customer confirms that it will do its utmost to act in compliance with Economic Sanctions and Export Control Laws, and that neither Customer, nor, so far as Customer is aware, any agents or other persons acting on behalf of any of the foregoing is, or has been, listed on any US, EU, UN or UK sanction list. Customer shall not sell, export or re-export, the product, directly or indirectly, to Russia, Belarus, Iran, North Korea, Syria or occupied parts of Ukraine. Customer shall undertake its best efforts to ensure that the purpose of this section is not violated by any third parties further down the commercial chain. Any violation by Customer of this clause constitutes a material breach of an essential element of this Agreement, and SKIDATA, its officers, directors, employees, agents and Affiliates shall be entitled to appropriate remedies, including, but not limited to: (1) termination of this Agreement; (2) a penalty of [25%] of the total value of this Agreement or price of the goods exported, whichever is higher; and (3) indemnification of SKIDATA, ASSA ABLOY Group and its officers, directors, employees, agents and Affiliates.

14.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be considered an original but altogether constitute the same instrument. Acceptance of this Agreement may be made in electronic form showing the signatures of both parties. The Parties agree that electronic signatures are legally valid, effective, and enforceable.

14.14 Compliance with Applicable Laws. The Parties enter into this Agreement with the intent of conducting their relationship in full compliance with the applicable state, local, and federal laws.

14.15 Non-Discrimination. Each Party agrees that it will not discriminate on the basis of race, color, national origin, disability, age, or military service in its administration of policies, programs, services and activities, or in employment.

14.16 Notices. All notices to be given in connection with this Agreement shall be in writing and shall be effective when delivered to SKIDATA or Customer, as may be the case, at their respective addresses set forth in this Agreement. Date of delivery shall be, as applicable, (a) when delivered, if personally delivered (b) forty-eight (48) hours after posting, if sent by certified mail, return receipt requested, postage prepaid, and (c) the next business day after deposit with the courier company, if sent by overnight courier.

14.17 Assignment. Customer shall not assign or transfer this Agreement or any of its rights or obligations hereunder, to any other person or entity, whether by written agreement, operation of law or otherwise, without the prior written consent of SKIDATA.

Any purported assignment or transfer by Customer without SKIDATA’s prior written consent will be void. SKIDATA may freely assign this Agreement, including any of its rights hereunder, and it may freely delegate its obligations hereunder, in each case to any of its Affiliates and/or to any person or entity that acquires SKIDATA or all or substantially all of SKIDATA’s assets related to the products and services provided under this Agreement. In addition, SKIDATA may also freely assign or transfer any receivables from Customer under this Agreement. This Agreement is binding upon, and inures to the benefit of, the Parties and their respective successors and permitted assigns.

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15. Schedules

15.1 The following schedules are incorporated herein by reference in full, to the extent appliable to Customer’s receipt of such services:
• Schedule 1: Expert Services Terms

15.2 In case of any conflict of the provisions in the Conditions, the following order of precedence shall be observed:
• Documentation
• This Agreement

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Schedule 1: Expert Services Terms

1. Summary

1.1 These Expert Services Terms govern Customer's use of SKIDATA Expert Services as described in the Documentation and may be combined with the SKIDATA General Terms and Conditions or the Mobility Suite Subscription Services Terms and Conditions. All combined Terms and Conditions shall apply and be read together.

1.2 The Expert Services Modules contains, Maintenance.Care- Premium and is included as part of the Solution at no additional cost to Customer. SKIDATA shall perform the Expert Services for its products as described in this Agreement on site or remotely. 3rd Party Components and Products are expressly excluded from servicing under these Expert Services Terms.

2. Customer's Responsibilities

2.1 In addition to all other obligations provided herein and as attached, Customer shall make available all necessary employees who can be of assistance for the Expert Services. Such employees are to support SKIDATA accordingly; a) Duly and regularly effect the data backups to the extent possible and designated; this obligation refers to a general data backup in the extent usual in the industry as well as to a specific backup of data located on computers or servers before the Expert Services are rendered, for example before updates are performed; b) Subject to these Expert Services Terms, to effect maintenance, service, and cleaning of the equipment including the exchange of spare parts, wear and tear parts, and mechanical components; such works are to be effected in accordance with the specifications given by SKIDATA as well as in accordance with training information, manuals, maintenance instructions or similar information, if any, on a regular basis as a precaution measure;

3. Maintenance (Module "Maintenance.Care - Premium").

3.1 The module "Maintenance.Care" defines the scope of services and the interval of preventative performed maintenance.

3.2 General
a) SKIDATA shall perform maintenance as described in the Documentation in the quoted interval according to the agreed module "Maintenance.Care".
b) Customer acknowledges and agrees that Maintenance work shall only be carried out during SKIDATA's normal business hours ("Normal Business Hours"). Customer further acknowledges and agrees that Normal Business Hours do not include any holidays that are recognized by the Federal government and/or SKIDATA, and that SKIDATA's maintenance services will not be available at those times or any other days or times that are outside of the Normal Business Hours. c) Customer acknowledges and agrees that basic in-house maintenance (also called Level 1 maintenance) can only be performed by Customer when Customer participates routinely to SKIDATA trainings. If Customer has not routinely received training, Customer is not entitled to self-conduct basic in-house maintenance and must instead have such maintenance provided by SKIDATA trained personnel.
d) Spare and wear parts are not included in the maintenance fee, therefore accounting and treatment of required spare and wear parts for troubleshooting must be made according to the module "SpareParts.Care". e) These maintenance conditions and the fees to be paid therefore do not include services rendered for troubleshooting purposes.

3.3 Software
a) Updates
i. Within the scope of Software Maintenance, Customer shall automatically receive from SKIDATA current Updates for the Software included in the scope of services to the extent such updates are generated by SKIDATA. For the purposes of these provisions, Updates means service packs within the same release and shall include minor changes to existing Software with the purpose of removing software bugs and making small improvements. All Updates provided to Customer shall be subject to the same Software and license conditions applicable to the original Software in the respective current version.
ii. The installation as well as any other services within the scope of Software Maintenance, if any, shall be rendered by employees of SKIDATA remotely at SKIDATA's discretion. In the event Customer elects for on-site services, Customer shall bear the travel expenses for the employees of SKIDATA on an actual cost basis unless a lump sum fee for travel expenses is agreed upon. Customer and SKIDATA shall agree in advance on the specific date for the provision of services within the scope of Software Maintenance taking into consideration each party's legitimate interests.

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iii. Updates will be prepared by SKIDATA on the basis of legal or technical requirements and in its sole discretion. Customer shall not be entitled to demand that SKIDATA prepares and publishes any Updates. SKIDATA reserves the right to freely choose the contents and release time of Updates. iv. Customer acknowledges and accepts that SKIDATA, using software for automated software download ("Digital Software Delivery" or "DSD"), may download Software for improving system quality from a central SKIDATA server to Customer's system via a secure connection and pre-install it locally. To complete the Software installation, Customer has the choice to complete the installation automatically.
v. On occasion, SKIDATA may be required to change the system requirements for Updates including hardware and software requirements. As a general rule, changes to the system requirements and/or to the environment of the Updates are necessary as an adjustment to advancing technological developments in order to keep the SKIDATA software up to date. After receiving notice of such change, Customer shall be liable for the implementation of any system requirements which are necessary for the installation and use of Updates. Should Customer fail to fulfil these requirements, SKIDATA does not assume any liability for the functionality of the Software. Customer take the responsibility to hold his system network virus free and secure in accordance with section 5 below. vi. As of the time of discontinuation of a certain SKIDATA-product, Updates for such Software shall no longer be prepared and published.
b) Software Configuration
i. From time to time Customer may desire software configuration changes or adjustments to purchased services or goods. All initial desired software configuration changes must be specified in the scope of work at time of execution or additional fees shall apply. Additional configurations may be requested in writing and are subject to the approval of authorized SKIDATA personnel and must be submitted to SKIDATA a reasonable period of time in advance of the service to be rendered. The extent of such additional changes and adjustments shall be invoiced on a time & material basis unless otherwise agreed in writing. Changes and adjustments shall only cover existing configurations; the compilation of new or unauthorized configurations shall not be included and is expressly rejected.

4. Installation of Software and Hardware Upgrades (Module "Upgrade.Care")

4.1 The module "Upgrade.Care" defines SKIDATA's services in regard to the installation of upgrades to SKIDATA's Software and Hardware.

4.2 For the purposes of these provisions, ”Upgrade” means the transition from one major release to the subsequent one. It usually contains some major new features as well as basic enhancements that extend the functionality of the Software or Hardware. The details to the module "Upgrade.Care" are stipulated in the Documentation.

4.3 To ensure proper operation of Customer's system, SKIDATA will review and test Upgrades carefully prior to installation and confirm proper functionality after installation.

4.4 Software Upgrades are delivered or made available in electronic format. Upgrades are installed only at the sites and devices listed in the corresponding table in the Documentation.

4.5 Spare and wear parts replacement required for the installation of an Upgrade are not included in the module "Upgrade.Care".

The settlement of the required spare and wear parts is based on the option selected in the module "SpareParts.Care". [END OF SCHEDULE 1]

CITY OF SANTA BARBARA

COUNCIL AGENDA REPORT
AGENDA DATE: August 12, 2025
TO: Mayor and Councilmembers
FROM: Community Development Department
SUBJECT: Zoning Map Amendment for 2020 Chapala Street [Ordinance Introduction]
RECOMMENDATION: That Council:

A. Approve the Zoning Map Amendment to change the zoning designation from O-R (Office Restricted) to C-G (Commercial General);
B. Find that the project qualifies for an exemption from further environmental review under California Environmental Quality Act (CEQA) Guidelines Section 15305, Minor Alterations in Land Use Limitations;
C. Find that the C-G zoning classification is consistent with the General Plan; and D. Introduce and subsequently adopt, by reading of title only, an Ordinance of the Council of the City of Santa Barbara Amending the Sectional Zoning Map of the City of Santa Barbara, as Referenced in Santa Barbara Municipal Code Title APX, Section SM.010, pertaining to Assessor Parcel Number 025-311-023 located at 2020 Chapala Street.

DISCUSSION:

The property is located within the Oak Park Neighborhood, which is bounded on the north by Mission Creek, on the south by Sola Street, on the east by State Street, and on the west by Highway 101. Per the General Plan Land Use Element, the primary land use of the neighborhood is Medium High Density Residential.

The subject property has a General Plan land use designation of Commercial/Medium High Density Residential. Adjacent parcels sharing this designation include those bordering State Street, from Haley Street to a half block past Mission Street, and along Mission Street extending west a half block past De La Vina Street. Generally, these Agenda Item No. 6
File Code No. 640.09
Council Agenda Report
Zoning Map Amendment for 2020 Chapala Street [Ordinance Introduction] August 12, 2025