Agenda packet — Santa Cruz City Council, August 27, 2024 (part 2 of 6)

11.136

WHAT IS NOT COVERED
 DAMAGE DUE TO ACCIDENT, MISUSE, or ALTERATION — Defects and damage caused as the result of any of the following are not covered:
— Flood, collision, fire, theft, freezing, vandalism, riot, explosion, or objects striking the vehicle; — Misuse of the vehicle;
— Installation into unapproved applications and installations; — Alterations or modification of the transmission or the vehicle, and — Damage resulting from improper storage (refer to long-term storage procedure outlined in the applicable Allison Service Manual) — Anything other than defects in Allison Transmission material or workmanship NOTE: This warranty is void on transmissions used in vehicles currently or previously titled as salvaged, scrapped, junked, or totaled.  CHASSIS, BODY, and COMPONENTS — The chassis and body company (assemblers) and other component and equipment manufacturers are solely responsible for warranties on the chassis, body, component(s), and equipment they provide. Any transmission repair caused by an alteration(s) made to the Allison transmission or the vehicle which allows the transmission to be installed or operated outside of the limits defined in the appropriate Allison Installation Guideline is solely the responsibility of the entity making the alteration(s).  DAMAGE CAUSED by LACK of MAINTENANCE or by the USE of TRANSMISSION FLUIDS NOT RECOMMENDED in the OPERATOR’S MANUAL — Defects and damage caused by any of the following are not covered:
— Failure to follow the recommendations of the maintenance schedule intervals applicable to the transmission; — Failure to use transmission fluids or maintain transmission fluid levels recommended in the Operator’s Manual.  MAINTENANCE — Normal maintenance (such as replacement of filters, screens, and transmission fluid) is not covered and is the owner’s responsibility.
 REPAIRS by UNAUTHORIZED DEALERS — Defects and damage caused by a service outlet that is not an authorized Allison Transmission Distributor or Dealer are not covered.
 USE of OTHER THAN GENUINE ALLISON TRANSMISSION PARTS — Defects and damage caused by the use of parts that are not genuine Allison Transmission parts are not covered.  EXTRA EXPENSES — Economic loss and extra expenses are not covered. Examples include but are not limited to: loss of vehicle use; inconvenience; storage; payment for loss of time or pay; vehicle rental expense; lodging; meals; or other travel costs.  “DENIED PARTY” OWNERSHIP — Warranty repair parts and labor costs are not reimbursed to any participating or non-participating OEMs, dealers or distributors who perform warranty work for, or on behalf of, end users identified by the United States as being a “denied party” or who are citizens of sanctioned or embargoed countries as defined by the U.S. Department of Treasury Office of Foreign Assets Control. Furthermore, warranty reimbursements are not guaranteed if the reimbursement would be contrary to any United States export control laws or regulations as defined by the U.S. Department of Commerce, the U.S. Department of State, or the U.S. Department of Treasury.

OTHER TERMS APPLICABLE TO CONSUMERS AS DEFINED by the MAGNUSON-MOSS WARRANTY ACT This warranty gives you specific legal rights and you may also have other rights which vary from state to state.

Allison Transmission does not authorize any person to create for it any other obligation or liability in connection with these transmissions.

ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLICABLE TO THESE TRANSMISSIONS IS LIMITED IN DURATION TO THE DURATION OF THIS WRITTEN WARRANTY.

PERFORMANCE OF REPAIRS AND NEEDED ADJUSTMENTS IS THE EXCLUSIVE REMEDY UNDER THIS WRITTEN WARRANTY OR ANY IMPLIED WARRANTY. ALLISON TRANSMISSION SHALL NOT BE LIABLE FOR INCIDENTAL OR

CONSEQUENTIAL DAMAGES (SUCH AS, BUT NOT LIMITED TO, LOST WAGES OR VEHICLE RENTAL EXPENSES) RESULTING FROM BREACH OF THIS WRITTEN WARRANTY OR ANY IMPLIED WARRANTY.** ** Some states do not allow limitations on how long an implied warranty will last or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

OTHER TERMS APPLICABLE TO OTHER END-USERS

THIS WARRANTY IS THE ONLY WARRANTY APPLICABLE TO THE ALLISON TRANSMISSION MODELS LISTED

ABOVE AND IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALLISON

TRANSMISSION DOES NOT AUTHORIZE ANY PERSON TO CREATE FOR IT ANY OTHER OBLIGATION OR LIABILITY IN CONNECTION WITH SUCH TRANSMISSIONS. ALLISON TRANSMISSION SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM BREACH OF THIS WARRANTY OR ANY IMPLIED WARRANTY.

QUESTIONS
If you have any questions regarding this warranty or the performance of warranty obligations, you may contact any Allison Transmission Distributor or Dealer or write to:

Allison Transmission, Inc.

P.O. Box 894
Indianapolis, IN 46206-0894
Attention: Warranty Administration PF-9
Form SE0616EN (201009)

Page 2 of 2 ends

11.137
Warranty Begins:

The transmission cooler shall be free from component or structural failures caused by defects in material and/or workmanship. Collateral damage up to $10,000 per
occurrence is available for the first three (3) years.
(b) any vehicle, chassis, or component, part, attachment or accessory damaged by misuse, neglect, fire, exposure to severe environmental or chemical conditions, acidic environment, improper maintenance, accident, crash, or force majeure such as natural disaster, lightning, earthquake, windstorm, hail, flood, war or riot; (d) products or parts which may in the ordinary course wear out and have to be replaced during the warranty period, including, but not limited to, tires, fluids, gaskets and light bulbs. Pierce assumes no responsibility for the assembly of its parts or subassemblies into finishing products or vehicles unless the assembly is performed by Pierce.

Five (5) Years on Oil Cooler and three (3) years on collateral damage coverage
Warranty Period
Ends After:

Fire and Rescue Apparatus
Coverage:

Five (5) Year Material and Workmanship - Transmission Oil Cooler Three (3) Year Collateral Damage Coverage

1. LIMITED WARRANTY
The original purchaser may void this warranty in part or in its entirety if the product is repaired or replaced (a) without prior written approval of the Pierce Customer Service Department; or (b) at a facility which has not been approved by Pierce as to technical Limited Warranty
Subject to the limitations and exclusions set forth below, Pierce Manufacturing provides the following warranty to the Buyer:
(c) any vehicle, chassis or component, part, attachment or accessory that has been repaired, altered or assembled in any way by any person or entity other than Pierce which, in the sole judgment of Pierce, adversely affects the performance, stability or purpose for which it was manufactured; or
(a) any integral parts, components, attachments or trade accessories of or to the product that are not manufactured by Pierce, including but not limited to engines, transmissions, drivelines, axles, water pumps and generators; with respect to all such parts, components, attachments and accessories, Pierce shall assign to Buyer the applicable warranties, if any, made by the respective manufacturers thereof; Notwithstanding anything to the contrary herein, Pierce makes no warranty whatsoever as to:

The date of delivery to the first retail purchaser.

This limited warranty shall apply only if the product is properly maintained in accordance with Pierce's maintenance instructions and manuals and is used in service which is normal to the particular model. Normal service means service which does not subject the product to stresses or impacts greater than normally result from careful use. If the Buyer discovers a defect or nonconformity, it must notify Pierce in writing within thirty (30) days after the date of discovery, but in any event prior to the expiration of the warranty period.

THIS LIMITED WARRANTY MAY NOT BE ASSIGNED OR OTHERWISE

TRANSFERRED BY THE BUYER TO ANY SUBSEQUENT USER OR PURCHASER OR TO ANY OTHER PERSON OR ENTITY.

This warranty does not cover repair due to accidents,
misuse, and excessive vibration, flying debris, storage damage (freezing), negligence or modification. This warranty is void if any modification or repairs are performed without authorization. This also voids any future warranty.

This warranty does not cover cost of maintenance or repairs due to lack of required maintenance services as
recommended. Performance of the required maintenance
and use of proper fluids are the responsibility of the owner.

Towing is covered to the nearest distributor or authorized dealer only when necessary to prevent further damage to your transmission.

Labor costs for the removal and reinstallation of goods may be covered when necessary to make repairs. Please contact your OEM for authorization.

Replacement of cooler during the warranty period is limited to 100% of reasonable labor costs up to a maximum of $700 to remove, replace, or repair the oil cooler.

Conditions and
Exclusions:

See Also
Paragraphs
2 thru 4

4. EXCLUSION OF CONSEQUENTIAL AND INCIDENTAL DAMAGES.

Notwithstanding anything to the contrary herein or in any agreement between Pierce and Buyer, IN NO EVENT SHALL PIERCE BE LIABLE FOR ANY CONSEQUENTIAL,

INCIDENTAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES WHATSOEVER,

WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORY OF LAW

OR EQUITY, WITH RESPECT TO VEHICLES OR OTHER PRODUCTS SOLD BY

PIERCE, OR THEIR OPERATION OR FAILURE TO OPERATE, OR ANY DEFECTS

THEREIN, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATED THERETO,

3. BUYER'S EXCLUSIVE REMEDY.
(d) products or parts which may in the ordinary course wear out and have to be replaced during the warranty period, including, but not limited to, tires, fluids, gaskets and light bulbs. Pierce assumes no responsibility for the assembly of its parts or subassemblies into finishing products or vehicles unless the assembly is performed by Pierce.

One (1) Year & Five (5) Year Warranty Period
Ends After:

Note: Any Surety Bond, if a part of the sale of the vehicle as to which this limited warranty is provided, applies only to this Pierce Basic One Year Limited Warranty for such vehicle, and not to other warranties made by Pierce in a separate document (if any) or to the warranties (if any) made by any manufacturer (other than Pierce) of any part, component, attachment or accessory that is incorporated into or attached to the vehicle. 1/30/2013 WA0231
THE WARRANTY SET FORTH IN PARAGRAPH 1 IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY PIERCE. PIERCE HEREBY DISCLAIMS AND EXCLUDES

ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,

INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, ANY

WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Fire and Rescue Apparatus
Coverage:

One (1) Year Material and Workmanship Foam System & Five (5) Year Material and Workmanship Control Head
Limited Warranty
Notwithstanding anything to the contrary herein, Pierce makes no warranty whatsoever as to:

Limited warranty 1 year parts and labor for for the foam system and 5 years parts and labor for the control head.

1. LIMITED WARRANTY
(b) any vehicle, chassis, or component, part, attachment or accessory damaged by misuse, neglect, fire, exposure to severe environmental or chemical conditions, acidic environment, improper maintenance, accident, crash, or force majeure such as natural disaster, lightning, earthquake, windstorm, hail, flood, war or riot; Subject to the limitations and exclusions set forth below, Pierce Manufacturing provides the following warranty to the Buyer:
(c) any vehicle, chassis or component, part, attachment or accessory that has been repaired, altered or assembled in any way by any person or entity other than Pierce which, in the sole judgment of Pierce, adversely affects the performance, stability or purpose for which it was manufactured; or
(a) any integral parts, components, attachments or trade accessories of or to the product that are not manufactured by Pierce, including but not limited to engines, transmissions, drivelines, axles, water pumps and generators; with respect to all such parts, components, attachments and accessories, Pierce shall assign to Buyer the applicable warranties, if any, made by the respective manufacturers thereof; The date of the original purchase invoice (issued when the product ships from the factory). Warranty Begins:

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Note: Any Surety Bond, if a part of the sale of the vehicle as to which this limited warranty is provided, applies only to this Pierce Basic One Year Limited Warranty for such vehicle, and not to other warranties made by Pierce in a separate document (if any) or to the warranties (if any) made by any manufacturer (other than Pierce) of any part, component, attachment or accessory that is incorporated into or attached to the vehicle. 2/8/2010 WA0057

1. LIMITED WARRANTY
THE WARRANTY SET FORTH IN PARAGRAPH 1 IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY PIERCE. PIERCE HEREBY DISCLAIMS AND EXCLUDES ALL

OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,

INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, ANY

WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

THIS LIMITED WARRANTY MAY NOT BE ASSIGNED OR OTHERWISE

TRANSFERRED BY THE BUYER TO ANY SUBSEQUENT USER OR PURCHASER OR TO ANY OTHER PERSON OR ENTITY.

This limited warranty is applicable to the vehicle in the following percentage costs of warranty repair, if any:

Topcoat Durability & Appearance: Gloss, Color Retention & Cracking
0-72 months 100%
73-96 months 50%
97-120 months 25%
Integrity of Coating System: Adhesion, Blistering/Bubbling 0-36 months 100%
37-84 months 50%
85-120 months 25%
Corrosion: Dissimilar Metal and Crevice
0-36 months 100%
37-48 months 50%
49-72 months 25%
73-120 months 10%
Corrosion Perforation
0-120 months 100%
This limited warranty applies only to exterior paint. Paint on the vehicle's interior is warranted only under the Pierce Basic One Year Limited Warranty.

Items not covered by this warranty include:
(a) Damage from lack of maintenance and cleaning (proper cleaning and maintenance procedures are detailed in the Pierce operation and maintenance manual).
(b) UV paint fade.
(c) Any cab not manufactured by Pierce.

Conditions and
Exclusions:

Fire and Rescue Apparatus
Coverage:

Ten (10) Year Pro-Rated Paint and Corrosion
Custom Body
Ten (10) Years Warranty Period
Ends After:

The date of the original purchase invoice (issued when the product ships from the factory). Warranty Begins:

Exterior surfaces of the body shall be free from blistering, peeling, corrosion or any other adhesion defect caused by defective manufacturing methods or paint material selection. (d) products or parts which may in the ordinary course wear out and have to be replaced during the warranty period, including, but not limited to, tires, fluids, gaskets and light bulbs. Pierce assumes no responsibility for the assembly of its parts or subassemblies into finishing products or vehicles unless the assembly is performed by Pierce. (b) any vehicle, chassis, or component, part, attachment or accessory damaged by misuse, neglect, fire, exposure to severe environmental or chemical conditions, acidic environment, improper maintenance, accident, crash, or force majeure such as natural disaster, lightning, earthquake, windstorm, hail, flood, war or riot;

4. EXCLUSION OF CONSEQUENTIAL AND INCIDENTAL DAMAGES.

Notwithstanding anything to the contrary herein or in any agreement between Pierce and Buyer, IN NO EVENT SHALL PIERCE BE LIABLE FOR ANY CONSEQUENTIAL,

INCIDENTAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES WHATSOEVER,

WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORY OF LAW

OR EQUITY, WITH RESPECT TO VEHICLES OR OTHER PRODUCTS SOLD BY

PIERCE, OR THEIR OPERATION OR FAILURE TO OPERATE, OR ANY DEFECTS

THEREIN, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATED THERETO,

REGARDLESS OF WHETHER PIERCE HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES. Without limiting the generality of the foregoing, Pierce specifically disclaims any liability for property or personal injury damages, penalties, damages for lost profits or revenues, loss of vehicles or products or any associated equipment, cost of substitute vehicles or products, down-time, delay damages, any other types of economic loss, or for any claims by any third party for any such damages.

3. BUYER'S EXCLUSIVE REMEDY.

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Note: Any Surety Bond, if a part of the sale of the vehicle as to which this limited warranty is provided, applies only to this Pierce Basic One Year Limited Warranty for such vehicle, and not to other warranties made by Pierce in a separate document (if any) or to the warranties (if any) made by any manufacturer (other than Pierce) of any part, component, attachment or accessory that is incorporated into or attached to the vehicle. 2/22/2010 WA0168

1. LIMITED WARRANTY
THE WARRANTY SET FORTH IN PARAGRAPH 1 IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY PIERCE. PIERCE HEREBY DISCLAIMS AND EXCLUDES ALL

OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,

INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, ANY

WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

THIS LIMITED WARRANTY MAY NOT BE ASSIGNED OR OTHERWISE

TRANSFERRED BY THE BUYER TO ANY SUBSEQUENT USER OR PURCHASER OR TO ANY OTHER PERSON OR ENTITY.

This warranty does not cover damage from lack of
maintenance and cleaning (proper cleaning and maintenance procedures are detailed in the Pierce operation and
maintenance manual).

Conditions and
Exclusions:

Fire and Rescue Apparatus
Coverage:

One (1) Year Material and Workmanship
Graphics Fading and Deterioration
One (1) Year Warranty Period
Ends After:

The date the apparatus is placed in service, or 60 days from the original buyer invoice date, whichever comes first. Warranty Begins:

Each graphic lamination shall be free from defects in material, workmanship, fading, and deterioration.
(d) products or parts which may in the ordinary course wear out and have to be replaced during the warranty period, including, but not limited to, tires, fluids, gaskets and light bulbs. Pierce assumes no responsibility for the assembly of its parts or subassemblies into finishing products or vehicles unless the assembly is performed by Pierce. (b) any vehicle, chassis, or component, part, attachment or accessory damaged by misuse, neglect, fire, exposure to severe environmental or chemical conditions, acidic environment, improper maintenance, accident, crash, or force majeure such as natural disaster, lightning, earthquake, windstorm, hail, flood, war or riot;

4. EXCLUSION OF CONSEQUENTIAL AND INCIDENTAL DAMAGES.

Notwithstanding anything to the contrary herein or in any agreement between Pierce and Buyer, IN NO EVENT SHALL PIERCE BE LIABLE FOR ANY CONSEQUENTIAL,

INCIDENTAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES WHATSOEVER,

WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORY OF LAW

OR EQUITY, WITH RESPECT TO VEHICLES OR OTHER PRODUCTS SOLD BY

PIERCE, OR THEIR OPERATION OR FAILURE TO OPERATE, OR ANY DEFECTS

THEREIN, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATED THERETO,

REGARDLESS OF WHETHER PIERCE HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES. Without limiting the generality of the foregoing, Pierce specifically disclaims any liability for property or personal injury damages, penalties, damages for lost profits or revenues, loss of vehicles or products or any associated equipment, cost of substitute vehicles or products, down-time, delay damages, any other types of economic loss, or for any claims by any third party for any such damages.

3. BUYER'S EXCLUSIVE REMEDY.

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JROGHQVWDWHĆUHFRP

DEALER SUPPLIED

PRODUCTS SERVICES
Exhibit “D”
5 AND
/OR

11.150
1 DEALER SUPPLIED EQUIPMENT and/or SERVICES
The following items and/or services will be provided by Golden State Fire Apparatus Inc. (GSFA) prior to final delivery:

LICENSED MANUFACTURER
The State of California Vehicle Code, section 11701 requires “every manufacturer of a vehicle subject to registration shall make application to the Department of Motor Vehicles (DMV) for a license containing a general distinguishing number”. The manufacturer has a current license at time of proposal and shall provide a copy upon request. Temporary licenses are not acceptable.

LICENSED DEALERSHIP
The State of California Vehicle Code, section 11701 requires a “dealer in vehicles of a type subject to registration, shall make application to the Department of Motor Vehicles (DMV) for a license containing a general distinguishing number”. Golden State Fire Apparatus, Inc. has a current license at time of bid as outlined above and is available upon request. Temporary licenses are not acceptable.

LICENSED SALES REPRESENTATIVE
The State of California Vehicle Code, section 11800 requires that it shall be “unlawful for any person to function as a vehicle salesperson without having first procured a license issued by the Department of Motor Vehicles (DMV)”. The representative has a current vehicle salespersons license at time of proposal and shall provide a copy upon request. Temporary licenses are not acceptable.

VEHICLE REGISTRATION
The State of California Vehicle Code section 11739 requires that the “dealer of a new motor vehicle sale is responsible for applying for the title, securing vehicle registration, and obtaining license plates for the Customer” through the Department of Motor Vehicles (DMV). Golden State Fire Apparatus, Inc. is a factory-authorized dealer of the vehicle being sold and is authorized to register with the State of California as a new vehicle manufacturer.

GSFA will make all necessary applications and complete all transfer papers, including applying for California Exempt “E” license plates.

WEEKLY PROGRESS PHOTOGRAPHS
GSFA will provide weekly photographs of the apparatus or the major components as they are being constructed. The photographs will commence at the start of the manufacturing process and will continue through production by the manufacturer. The reports will show the progress of the apparatus through the course of each week. Special attention will be given to show the unique features and aspects of the apparatus as construction progresses.

FINAL INSPECTION, FACTORY TRIP
A final inspection trip to the manufacturing facility will be provided for THREE (3) Customer representative(s). The intent of this trip is to ensure that the apparatus is built to specification and to detect any deficiencies that require correction. The final inspection trip will have a duration of THREE (3) days and TWO (2) nights and be scheduled at times mutually agreed upon between GSFA and the Customer.

Costs for airfare, lodging, meals, and ground transportation while at the manufacturer’s location will be the responsibility of GSFA. Air travel will be from one of the following airports: Sacramento, San Francisco, or San Jose.

Costs such as Customer ground transportation in California, Customer airport parking, Customer luggage fees and Customer incidentals while traveling to the factory will be the responsibility of the Customer.

Flight reservations are non-refundable and in the event of a cancellation after booking, the Customer will

11.151
2 be responsible for all costs associated with this cancellation, which may include not only the original ticket cost but also any change or cancellation fees imposed by the airline and/ or travel agency. Flight reservations are also non-transferable.

INTERCOM SYSTEM
There will be a four (4) position David Clark, Model U3800, intercom system with single radio interface capability at the driver and officer positions and remote radio push to talk buttons located PER SWITCH PANEL LAYOUT. Two (2) crew cab outboard seats will have intercom only capability.

The following components will be provided:
• One (1) U3805 Radio Cord Junction Module
• Two (2) U3815 Radio interface modules (Driver, Officer) • Two (2) Remote Push To Talk Button Kits
• One (1) U3800 Master station (1 Crew)
• One (1) U3801 Remote headset intercom station (1 Crew) • One (1) C3820 Power cord
• All necessary station cables and connectors

RADIO / INTERCOM INTERFACE INCLUDED
All radio interfaced stations will have universal radio interfaces installed. The interface wiring will be routed within the cab to TBD.

OVER THE HEAD HEADSET
There will be four (4) over the head, headset(s) provided D, O, 2 Crew.

Each David Clark, Model H3432, headset will feature:
• 5' Coiled cord
• Noise cancelling electric microphone
• Flexible microphone boom rotates 200 degrees for left or right dress • Microphone on/off button
• Comfort Gel Earseals
• 23 dB noise reduction

HEADSET HANGERS
There will be four (4) headset hanger(s) installed driver's seat, officer's seat, driver's side outboard forward facing seat and passenger's side outboard forward facing seat. The hanger(s) will meet NFPA 1901, Section 14.1.11, requirement for equipment mounting.

ELECTRONIC MOUNTING ALLOWANCE
An electronic (two-way radio and intercom system) mounting allowance of $3,500.00 is included in the bid price to cover the cost of mounting the applicable equipment per the direction of the City of Santa Cruz. If the mounting allowance is exceeded, additional work can be performed at the current published shop rate. Any unused portion of this allowance will be credited back on the final invoice or reimbursed in the form of a check to the City of Santa Cruz.

CHANGE ORDER / CONTINGENCY FUND
A change order / contingency fund in the sum of $10,000 is included in the bid price to cover the cost of change orders, unforeseen items or required work that may come up during construction. Any unused portion of this fund will be credited back on the final invoice or reimbursed in the form of a check to the City of Santa Cruz.

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3 DELIVERY TO AUTHORIZED SERVICE FACILITY
GSFA will, at their expense, deliver the apparatus (including any applicable equipment, spare parts, and supplies) to their Northern California facility in Sacramento for a dealer preparation inspection.

To ensure proper break in of all components while still under warranty, the apparatus shall be delivered under its own power - rail or truck freight shall not be acceptable.

PRE-DELIVERY SERVICE
After transportation from the factory and prior to delivery, the apparatus will receive a pre-delivery service to confirm proper operation and correction of any issues found as a result of said inspection. The Golden State Fire Apparatus, Inc. pre-delivery service consists of the following:
• Engine Compartment and Undercarriage – Check for any broken mounting brackets and inspect for correct capacities of the following (if applicable): engine oil, coolant, power steering fluid, washer reservoir fluid, transmission fluid, rear end fluid, pump transmission oil, and primer oil. • Interior – Operate all doors, windows, and locks for proper adjustment. Check upholstery. • Exterior – Repair reasonable paint scratches or chips. Tighten any loose hardware and inspect tires and wheels for proper pressure and lug torquing.
• Road Test – With the water tank (if applicable) full, the apparatus will be driven approximately twenty miles which allows the drive train components to get up to operating temperature. Road test will be on both city and highway roads. A DOT compliant brake test will be conducted to ensure the system is holding air. The brake condition and wheel seals will also be inspected. • Electrical - Operate all lights, sirens, and other electrical accessories to verify operation. • Pump - If applicable, vacuum test the pump to hold for 15 minutes. After vacuum test, operate the relief valve, transfer valve and check pump shift. Check water tank for leaks and inspect water level gauge for calibration. With discharge caps loose, rapid test all individual gauges and main gauges for calibration. Lubricate valve rods.
• Foam System – If applicable, tighten caps and connect foam lines. Test selector, valves, metering valve and operation of foam system (including flush).
• Fuel Tank - Fuel tank will be filled at the dealership location prior to final delivery. • DEF Tank - DEF tank will be filled at the dealership location prior to final delivery. • Wash - The apparatus will be thoroughly washed at the dealership location prior to final delivery.

FINAL DELIVERY (CUSTOMER LOCATION)
GSFA will, at their expense, deliver the Product (including any applicable equipment, spare parts, and supplies) to the Customer specified address once completed. Prior to delivery of the Product, Customer agrees to provide proof of liability and physical damage insurance to GSFA. GSFA will not release the Product to the Customer until such proof of insurance is provided.

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4 It is the responsibility of the Customer to have any outstanding balance due, paid in full to GSFA, prior to or at the time that the Product is complete and ready to deliver. If payment is late or delivery is delayed pending payment, a daily finance charge of $150.00 and a daily storage fee of $50.00 may apply until such payment is received.

Due to insurance liability, the Product will not be delivered without full acceptance and full payment (or prior written agreement between the Customer and GSFA).

END OF EXHIBIT “D”

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Engine Lease Purchase Proposal w/ 100% Prepay Discounts

11.155
Pierce Financial Solutions
Pierce and PNC Equipment Finance partner to
provide a tax-exempt municipal leasing program for
Pierce apparatus

Our team has financed > $1.5 billion of Pierce apparatus!

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Lease Payment Protection
Lease payments made prior to delivery have two layers of protection:

1. Pierce Performance Bond
Ensures that the customer will receive the apparatus in accordance with the terms of the contract agreement. Guarantees one year warranty will be performed.

2. PNC “Four Party Agreement” in lease contract
If Pierce fails to deliver Equipment, then Pierce shall pay to Lessee the Lessee’s payments and the amount owed to PNC (the lease is refunded).

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Lease Purchase Options w/ Prepay Discounts
Pierce Apparatus: (1) Enforcer Pumper Date 3 Yr Lease Purchase 5 Yr Lease Purchase 7 Yr Lease Purchase 10 Yr Lease Purchase Cost: $1,068,000.00 July 2024 Order/Lease Start Order/Lease Start Order/Lease Start Order/Lease Start 100% Prepayment Discount: -$132,105.00 July 2025 $380,311.38 $239,105.47 $180,506.32 $139,214.56 State Sales Tax (@ 9.75%): $91,249.76 July 2026 $380,311.38 $239,105.47 $180,506.32 $139,214.56 California Tire Fee: $10.50 July 2027 $380,311.38 $239,105.47 $180,506.32 $139,214.56 Performance Bond: $2,348.00 July 2028 $239,105.47 $180,506.32 $139,214.56 Amount Financed: $1,029,503.26 July 2029 $239,105.47 $180,506.32 $139,214.56 July 2030 $180,506.32 $139,214.56
Rates as of July 18, 2024 and are fixed at closing July 2031 $180,506.32 $139,214.56 July 2032 $139,214.56
July 2033 $139,214.56
July 2034 $139,214.56
Rates 5.32% 5.20% 5.40% 5.90%

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PROGRAM CONTACTS
Tom Whitmer,
Director of Business Development
[email protected]
(920) 267-1256
Kim Simon, Vice President
[email protected]
(614) 670-3994

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RESOLUTION NO. NS-_________

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CRUZ

APPROVING A LEASE-PURCHASE AGREEMENT WITH PNC EQUIPMENT FINANCE IN AN AMOUNT NOT TO EXCEED $1,140,934.14 TO FINANCE

THE PURCHASE OF A PIERCE ENFORCER PUMPER FIRE ENGINE
WHEREAS, the City Council of the Santa Cruz approves the purchase of a Pierce Enforcer Pumper Fire Engine (“Apparatus”) to enhance public safety and in accordance with NFPA 1911 apparatus replacement standards;
WHEREAS, the City Council determines that the execution of a Lease-Purchase Agreement (“Lease”) with PNC Equipment Finance to prepay for the purchase and finance the Apparatus for the City for a principal amount of $1,029,503.26 with a 5.32% interest rate over three (3) years commencing in fiscal year 2026, for a total cost of $1,140,934.14, is appropriate and in the best interests of the City; and
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Santa Cruz as follows:

1. The foregoing recitals are true and correct.

2. The City Council hereby authorizes the City Manager to execute a lease agreement with PNC Equipment Finance, for PNC Equipment Finance to prepay and finance the purchase of the Apparatus for the City as stated above, in a form to be approved by the City Attorney, on behalf of the City.

3. The officers of the City are further hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing transaction approved hereby.

4. The City designates the Lease as a qualified tax-exempt obligation, and at this time, reasonably anticipates not issuing more than $10,000,000 of tax-exempt obligations during the current calendar year in which such Lease is issued for purposes of Section 265(b) of the Internal Revenue Code of 1986, as amended.

5. This resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED this ____ day of _______, 2024 by the following vote:

AYES:

NOES:

ABSENT:

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DISQUALIFIED:

APPROVED:

Fred Keeley, Mayor
ATTEST:

Bonnie Bush, City Clerk Administrator

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C03
Master Lease-Purchase Agreement
Between
«LesseeName»and
PNC Bank, National Association
Document Index
 Master Lease-Purchase Agreement – Sign and provide title on the last page  Lease Schedule with Schedule A-1 – Sign and title
 Vehicle Schedule Addendum – Sign and title
 Resolution – The resolution must reflect the title(s) of the individual(s) who have authorization to sign the documents.
 Incumbency Certificate – List your authorized signor(s) and title(s); have secretary or appropriate trustee attest to the information and signature(s) provided by signing and printing his/her name, title and date. The person who validates the signatures should not sign the lease documents.

The resolution must reflect the title(s) of the individual(s) who have authorization to sign the documents.
 Opinion of Counsel Letter – Enclosed is a template. Please ask your attorney to prepare on his/her letterhead, and include all of the items in the template.  Titled Vehicle Guidelines - The terms of your contract specify that the Lender be listed as the lienholder and hold the original title during the term of the lease. Please refer to this document to guide you through the transfer of title and vehicle registration process.  Insurance Request Form – Fill in your insurer’s information and sign. Please contact your insurer, prior to delivery, to obtain a certificate of insurance. Please enclose the certificate with the signed documentation or have the insurer fax the certificate directly to me.  Three or Four Party Agreement – Sign and title.
 Delivery & Acceptance Certificate – At point of delivery, fill out this form and fax it to me.

Please return the original via US Postal Service.
 IRS FORM 8038-G – Sign, date, and title
 Minutes of Governing Body (approving the purchase & finance of equipment) – Please return a copy with the documents.
 Invoice for advance payment – please send your check in the amount of $«AdvancePayment», made payable to PNC Bank, National Association.
 Sales Tax Exemption Certificate – Please provide an up-to-date State Sales Tax Exemption Certificate.
 Sales Contract or Purchase Order - Please provide a copy of the Sales Contract or a copy of the Purchase Order.
 Information Request: Billing requirements and contact information

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E05
MASTER LEASE – PURCHASE AGREEMENT
Dated as of «AccrualDate»
This Master Lease-Purchase Agreement together with all addenda, riders and attachments hereto, as the same may from time to time be amended, modified or supplemented (“Master Lease”) is made and entered by and between PNC Bank, National Association (“Lessor”) and the Lessee identified below (“Lessee”).

LESSEE: «LesseeName»

1. LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, all Equipment described in each Schedule signed from time to time by Lessee and Lessor.

2. CERTAIN DEFINITIONS. All terms defined in the Lease are equally applicable to both the singular and plural form of such terms. (a) “Schedule” means each Lease Schedule signed and delivered by Lessee and Lessor, together with all addenda, riders, attachments, certificates and exhibits thereto, as the same may from time to time be amended, modified or supplemented. Lessee and Lessor agree that each Schedule (except as expressly provided in said Schedule) incorporates by reference all of the terms and conditions of the Master Lease. (b) “Lease” means each Schedule and this Master Lease as incorporated into said Schedule. (c) “Equipment” means the property described in each Schedule, together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto. (d) “Lien” means any security interest, lien, mortgage, pledge, encumbrance, judgment, execution, attachment, warrant, writ, levy, other judicial process or claim of any nature whatsoever by or of any person.

3. LEASE TERM. The term of the lease of the Equipment described in each Lease (“Lease Term”) commences on the first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof and, unless earlier terminated as expressly provided in the Lease, continues until Lessee’s payment and performance in full of all of Lessee’s obligations under the Lease.

4. RENT PAYMENTS.

4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times as set forth in the Schedule A-1 attached to the Schedule (“Rent Payments”). A portion of each Rent Payment is paid as and represents the payment of interest as set forth in the Schedule A-1. Rent Payments will be payable for the Lease Term in U.S. dollars, without notice or demand at the office of Lessor (or such other place as Lessor may designate from time to time in writing).

4.2 If Lessor receives any payment from Lessee after the due date, Lessee shall pay Lessor on demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum amount allowed by law.

4.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN

MODIFICATION TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS

UNDER EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT

BE SUBJECT TO ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER.

5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS.

5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location specified in the Schedule (“Location”) by Equipment suppliers (“Suppliers”) selected by Lessee.

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Lessee shall pay all costs related thereto unless Lessor otherwise agrees to pay such costs as stated in the Schedule.

5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence its acceptance of any Equipment by signing and delivering to Lessor the applicable Schedule. If Lessee signs and delivers a Schedule and if all Funding Conditions have been satisfied in full, then Lessor will pay or cause to be paid the costs of such Equipment as stated in the Schedule (“Purchase Price”) to the applicable Supplier.

5.3 Lessor shall have no obligation to pay any Purchase Price unless all reasonable conditions established by Lessor (“Funding Conditions”) have been satisfied, including, without limitation, the following: (a) Lessee has signed and delivered the Schedule and its Schedule A-1; (b) no Event of Default shall have occurred and be continuing; (c) no material adverse change shall have occurred in the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder (collectively, the “Code”); (d) no material adverse change shall have occurred in the financial condition of Lessee or any Supplier; (e) the Equipment is reasonably satisfactory to Lessor and is free and clear of any Liens (except Lessor’s Liens); (f) all representations of Lessee in the Lease remain true, accurate and complete; and (g) Lessor has received all of the following documents, which shall be reasonably satisfactory, in form and substance, to Lessor: (1) evidence of insurance coverage required by the Lease, (2) an opinion of Lessee’s counsel; (3) reasonably detailed invoices for the Equipment; (4) Uniform Commercial Code (UCC) financing statements; (5) copies of resolutions by Lessee’s governing body, duly authorizing the Lease and incumbency certificates for the person(s) who will sign the Lease; (6) such documents and certificates relating to the tax-exempt interest payable under the Lease (including, without limitation, IRS Form 8038G or 8038GC) as Lessor may request; and (7) such other documents and information previously identified by Lessor or otherwise reasonably requested by Lessor.

6. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS.

6.1 For each Lease, Lessee represents and warrants: that it has appropriated and budgeted the necessary funds to make all Rent Payments required pursuant to such Lease for the remainder of the fiscal year in which the Lease Term commences; and that it intends to make Rent Payments for the full Lease Term as scheduled on the applicable Schedule A-1 so long as funds are appropriated in each fiscal year by its governing body. Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can and will lawfully be appropriated and made available therefor. All Rent Payments shall be payable out of the general funds of Lessee or out of other funds legally available therefor. Lessor agrees that the Leases will not be general obligations of Lessee and that the Leases shall not constitute pledges of either the full faith and credit of Lessee or the taxing power of Lessee.

6.2 If Lessee’s governing body fails to appropriate sufficient funds in any fiscal year for Rent Payments or other payments due under a Lease and if other funds are not available for such payments, then a “Non-Appropriation Event” shall be deemed to have occurred. If a Non-Appropriation Event occurs, then: (a) Lessee shall give Lessor immediate notice of such Non-Appropriation Event and provide written evidence of such failure by Lessee’s governing body; (b) on the Return Date, Lessee shall return to Lessor all, but not less than all, of the Equipment covered by the affected Lease, at Lessee’s sole expense, in accordance with Section 21 hereof; and (c) the affected Lease shall terminate on the Return Date without penalty or expense to Lessee, provided, that Lessee shall pay all Rent Payments and other amounts payable under the affected Lease for which funds shall have been appropriated or are otherwise available, provided further, that Lessee shall pay month-to-month rent at the rate set forth in the affected Lease for each month or part thereof that Lessee fails to return the Equipment under this Section 6.2. “Return Date” means the last day of the fiscal year for which appropriations were made for the Rent Payments due under a Lease.

7. NO WARRANTY BY LESSOR. The Equipment is sold “AS IS”. LESSEE ACKNOWLEDGES THAT LESSOR DID NOT MANUFACTURE THE EQUIPMENT. LESSOR DOES NOT REPRESENT THE

MANUFACTURER, OWNER, OR DEALER, AND LESSEE SELECTED THE EQUIPMENT BASED UPON LESSEE’S OWN JUDGMENT. LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED,

INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OR AS TO THE EQUIPMENT’S VALUE, DESIGN, CONDITION, USE, CAPACITY OR DURABILITY. LESSEE AGREES THAT REGARDLESS OF CAUSE, LESSOR IS NOT RESPONSIBLE

FOR, AND LESSEE WILL NOT MAKE ANY CLAIM AGAINST LESSOR FOR, ANY DAMAGES,

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WHETHER CONSEQUENTIAL, DIRECT, SPECIAL OR INDIRECT INCURRED BY LESSEE IN CONNECTION WITH THE EQUIPMENT OR THIS MASTER LEASE – LEASE PURCHASE AGREEMENT. NEITHER THE MANUFACTURER, THE DEALER, NOR ANY SALESPERSON, EMPLOYEE OR AGENT OF THE DEALER OR MANUFACTURER, IS LESSOR’S AGENT OR HAS ANY AUTHORITY TO SPEAK FOR LESSOR OR TO BIND LESSOR IN ANY WAY. For and during the Lease Term, Lessor hereby assigns to Lessee any manufacturer’s or Supplier’s product warranties, express or implied, applicable to any Equipment and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee’s sole expense. Lessee agrees that (a) all Equipment will have been purchased by Lessor in accordance with Lessee’s specifications from Suppliers selected by Lessee, (b) Lessor is not a manufacturer or dealer of any Equipment and has no liability for the delivery or installation of any Equipment, (c) Lessor assumes no obligation with respect to any manufacturer’s or Supplier’s product warranties or guaranties, (d) no manufacturer or Supplier or any representative of said parties is an agent of Lessor, and (e) any warranty, representation, guaranty or agreement made by any manufacturer or Supplier or any representative of said parties shall not be binding upon Lessor.

8. TITLE; SECURITY INTEREST.

8.1 Upon Lessee’s acceptance of any Equipment under its Lease, title to the Equipment shall vest in Lessee, subject to Lessor’s security interest therein and all of Lessor’s other rights under such Lease including, without limitation, Sections 6, 20 and 21 hereof.

8.2 As collateral security for the Secured Obligations, Lessee hereby grants to Lessor a first priority security interest in any and all of the Equipment (now existing or hereafter acquired) and any and all proceeds thereof. Lessee agrees to execute and deliver to Lessor all necessary documents to evidence and perfect such security interest, including, without limitation, Uniform Commercial Code (UCC) financing statements and any amendments thereto.

8.3 “Secured Obligations” means Lessee’s obligations to pay all Rent Payments and all other amounts due and payable under all present and future Leases and to perform and observe all covenants, agreements and conditions (direct or indirect, absolute or contingent, due or to become due, or existing or hereafter arising) of Lessee under all present and future Leases.

9. PERSONAL PROPERTY. All Equipment is and will remain personal property and will not be deemed to be affixed or attached to real estate or any building thereon.

10. MAINTENANCE AND OPERATION. Lessee agrees it shall, at its sole expense: (a) repair and maintain all Equipment in good condition and working order, in accordance with manufacturer’s instructions, and supply and install all replacement parts or other devices when required to so maintain the Equipment or when required by applicable law or regulation, which parts or devices shall automatically become part of the Equipment; and (b) use and operate all Equipment in a careful manner in the normal course of its operations and only for the purposes for which it was designed in accordance with the manufacturer’s warranty requirements, and comply with all laws and regulations relating to the Equipment. If any Equipment is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance agreement by a party reasonably satisfactory to Lessor. No maintenance or other service for any Equipment will be provided by Lessor. Lessee will not make any alterations, additions or improvements (“Improvements”) to any Equipment without Lessor’s prior written consent unless the Improvements may be readily removed without damage to the operation, value or utility of such Equipment, but any such Improvements not removed prior to the termination of the applicable Lease shall automatically become part of the Equipment.

11. LOCATION; INSPECTION. Equipment will not be removed from, or if Equipment is rolling stock its permanent base will not be changed from, the Location without Lessor’s prior written consent which will not be unreasonably withheld. Upon reasonable notice to Lessee, Lessor may enter the Location or elsewhere during normal business hours to inspect the Equipment.

12. LIENS, SUBLEASES AND TAXES.

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12.1 Lessee shall keep all Equipment free and clear of all Liens except those Liens created under its Lease. Lessee shall not sublet or lend any Equipment or permit it to be used by anyone other than Lessee or Lessee’s employees.

12.2 Lessee shall pay when due all Taxes which may now or hereafter be imposed upon any Equipment or its ownership, leasing, rental, sale, purchase, possession or use, upon any Lease or upon any Rent Payments or any other payments due under any Lease. If Lessee fails to pay such Taxes when due, Lessor shall have the right, but not the obligation, to pay such Taxes. If Lessor pays any such Taxes, then Lessee shall, upon demand, immediately reimburse Lessor therefor. “Taxes” means present and future taxes, levies, duties, assessments or other governmental charges that are not based on the net income of Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without limitation (a) sales, use, excise, licensing, registration, titling, gross receipts, stamp and personal property taxes, and (b) interest, penalties or fines on any of the foregoing.

13. RISK OF LOSS.

13.1 Lessee bears the entire risk of loss, theft, damage or destruction of any Equipment in whole or in part from any reason whatsoever (“Casualty Loss”). No Casualty Loss to any Equipment shall relieve Lessee from the obligation to make any Rent Payments or to perform any other obligation under any Lease.

Proceeds of any insurance recovery will be applied to Lessee’s obligations under this Section 13.

13.2 If a Casualty Loss occurs to any Equipment, Lessee shall immediately notify Lessor of the same and Lessee shall, unless otherwise directed by Lessor, immediately repair the same.

13.3 If Lessor determines that any item of Equipment has suffered a Casualty Loss beyond repair (“Lost Equipment”), then Lessee shall either: (a) immediately replace the Lost Equipment with similar equipment in good repair, condition and working order free and clear of any Liens (except Lessor’s Liens) and deliver to Lessor a bill of sale covering the replacement equipment, in which event such replacement equipment shall automatically be Equipment under the applicable Lease; or (b) on the next scheduled Rent Payment date, pay Lessor (i) all amounts owed by Lessee under the applicable Lease, including the Rent Payment due on such date plus (ii) an amount equal to the applicable Termination Value set forth in the Payment Schedule to the applicable Lease. If Lessee is making such payment with respect to less than all of the Equipment under a Lease, then Lessor will provide Lessee with the pro rata amount of the Rent Payment and Termination Value to be paid by Lessee with respect to the Lost Equipment.

13.4 Lessee shall bear the risk of loss for, shall pay directly, and shall defend against any and all claims, liabilities, proceedings, actions, expenses (including reasonable attorney’s fees), damages or losses arising under or related to any Equipment, including, but not limited to, the possession, ownership, lease, use or operation thereof. These obligations of Lessee shall survive any expiration or termination of any Lease. Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses (including attorney’s fees), damages or losses which arise directly from events occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms of the applicable Lease or which arise directly from the gross negligence or willful misconduct of Lessor.

14. INSURANCE.

14.1 (a) Lessee at its sole expense shall at all times keep all Equipment insured against all risks of loss or damage from every cause whatsoever for an amount not less than the Termination Value of the Equipment. Proceeds of any such insurance covering damage or loss of any Equipment shall be payable to Lessor as loss payee. (b) The Total Amount Financed as set forth on the Schedule A-1 does not include the payment of any premium for any liability insurance coverage for bodily injury and/or property damage caused to others and no such insurance will be purchased by Lessor. (c) Lessee at its sole expense shall at all times carry public liability and property damage insurance in amounts reasonably satisfactory to Lessor protecting Lessee and Lessor from liabilities for injuries to persons and damage to property of others relating in any way to any Equipment. Proceeds of any such public liability or property insurance shall be payable first to Lessor as additional insured to the extent of its liability, and then to Lessee.

14.2 All insurers shall be reasonably satisfactory to Lessor. Lessee shall promptly deliver to Lessor satisfactory evidence of required insurance coverage and all renewals and replacements thereof. Each insurance policy will require that the insurer give Lessor at least 30 days prior written notice of any cancellation of such policy and will require that Lessor’s interests remain insured regardless of any act,

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error, misrepresentation, omission or neglect of Lessee. The insurance maintained by Lessee shall be primary without any right of contribution from insurance which may be maintained by Lessor.

15. PURCHASE OPTION. Upon thirty (30) days prior written notice by Lessee to Lessor, and so long as there is no Event of Default then existing, Lessee shall have the option to purchase all, but not less than all, of the Equipment covered by a Lease on any Rent Payment due date by paying to Lessor all Rent Payments then due (including accrued interest, if any) plus the Termination Value amount set forth on the Payment Schedule to the applicable Lease for such date. Upon satisfaction by Lessee of such purchase conditions, Lessor shall release its Lien on such Equipment and Lessee shall retain its title to such Equipment “AS-IS, WHERE-IS,” without representation or warranty by Lessor, express or implied, except for a representation that such Equipment is free and clear of any Liens created by Lessor.

16. LESSEE’S REPRESENTATIONS AND WARRANTIES. With respect to each Lease and its Equipment, Lessee hereby represents and warrants to Lessor that:
(a) Lessee has full power, authority and legal right to execute and deliver the Lease and to perform its obligations under the Lease, and all such actions have been duly authorized by appropriate findings and actions of Lessee’s governing body;
(b) the Lease has been duly executed and delivered by Lessee and constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms; (c) the Lease is authorized under, and the authorization, execution and delivery of the Lease complies with, all applicable federal, state and local laws and regulations (including, but not limited to, all open meeting, public bidding and property acquisition laws) and all applicable judgments and court orders; (d) the execution, delivery and performance by Lessee of its obligations under the Lease will not result in a breach or violation of, nor constitute a default under, any agreement, lease or other instrument to which Lessee is a party or by which Lessee’s properties may be bound or affected; (e) there is no pending, or to the best of Lessee’s knowledge threatened, litigation of any nature which may have a material adverse effect on Lessee’s ability to perform its obligations under the Lease; and
(f) Lessee is a state, or a political subdivision thereof, as referred to in Section 103 of the Code, and Lessee’s obligation under the Lease constitutes an enforceable obligation issued on behalf of a state or a political subdivision thereof.

17. TAX COVENANTS. Lessee hereby covenants and agrees that:
(a) Lessee shall comply with all of the requirements of Section 149(a) and Section 149(e) of the Code, as the same may be amended from time to time, and such compliance shall include, but not be limited to, keeping a complete and accurate record of any assignments of any Lease and executing and filing Internal Revenue Form 8038G or 8038GC, as the case may be, and any other information statements reasonably requested by Lessor;
(b) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, any Lease to be an “arbitrage bond” within the meaning of Section 148(a) of the Code or any Lease to be a “private activity bond” within the meaning of Section 141(a) of the Code; and (c) Lessee shall not do (or cause to be done) any act which will cause, or by omission of any act allow, the interest portion of any Rent Payments to be or become includable in gross income for Federal income taxation purposes under the Code.
(d) If Lessor either (i) receives notice, in any form, from the IRS; or (ii) reasonably determines, based on an opinion of independent tax counsel selected by Lessor and approved by Lessee, which approval Lessee shall not unreasonably withhold, that Lessor may not exclude the interest component of any Rent Payment under a Tax-Exempt Lease from federal gross income because Lessee breached a covenant contained herein, then Lessee shall pay to Lessor, within thirty (30) days after Lessor notifies Lessee of such determination, the amount which, with respect to Rent Payments previously paid and taking

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into account all penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the interest component of all Rent Payments under such Tax-Exempt Lease due through the date of such event) that are imposed on Lessor as a result of the loss of the exclusion, will restore to Lessor the same after-tax yield on the transaction evidenced by such Tax-Exempt Lease (assuming tax at the highest marginal corporate tax rate) that it would have realized had the exclusion not been lost. Additionally, Lessee agrees that upon the occurrence of such an event with respect to a Tax-Exempt Lease, it shall pay additional rent to Lessor on each succeeding Rent Payment due date in such amount as will maintain such after-tax yield to Lessor. Lessor’s determination of the amount necessary to maintain its after-tax yield as provided in this subsection (b) shall be conclusive (absent manifest error). Notwithstanding anything in a Tax-Exempt Lease to the contrary, any payment that Lessee is required to make pursuant to this subsection (b) shall be made only from Legally Available Funds.

18. ASSIGNMENT.

18.1 Lessee shall not assign, transfer, pledge, hypothecate, nor grant any Lien on, nor otherwise dispose of, any Lease or any Equipment or any interest in any Lease or Equipment.

18.2 Lessor may assign its rights, title and interest in and to any Lease or any Equipment, and/or may grant or assign a security interest in any Lease and its Equipment, in whole or in part, to any party at any time. Any such assignee or lien holder (an “Assignee”) shall have all of the rights of Lessor under the applicable Lease. LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS,

ABATEMENTS, SETOFFS, COUNTERCLAIMS, RECOUPMENT OR ANY OTHER SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR. Unless otherwise agreed by Lessee in writing, any such assignment transaction shall not release Lessor from any of Lessor’s obligations under the applicable Lease. An assignment or reassignment of any of Lessor’s right, title or interest in a Lease or its Equipment shall be enforceable against Lessee only after Lessee receives a written notice of assignment which discloses the name and address of each such Assignee. Lessee shall keep a complete and accurate record of all such assignments in the form necessary to comply with Section 149(a) of the Code. Lessee agrees to acknowledge in writing any such assignments if so requested.

18.3 Each Assignee of a Lease hereby agrees that: (a) the term Secured Obligations as used in Section 8.3 hereof is hereby amended to include and apply to all obligations of Lessee under the Assigned Leases and to exclude the obligations of Lessee under any Non-Assigned Leases; (b) said Assignee shall have no Lien on, nor any claim to, nor any interest of any kind in, any Non-Assigned Leases; and (c) Assignee shall exercise its rights, benefits and remedies as the assignee of Lessor (including, without limitation, the remedies under Section 20 of the Master Lease) solely with respect to the Assigned Leases. “Assigned Leases” means only those Leases which have been assigned to an Assignee pursuant to a written agreement; and “Non-Assigned Leases” means all Leases excluding the Assigned Leases.

18.4 Subject to the foregoing, each Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

19. EVENTS OF DEFAULT. For each Lease, “Event of Default” means the occurrence of any one or more of the following events as they may relate to such Lease: (a) Lessee fails to make any Rent Payment (or any other payment) as it becomes due in accordance with the terms of the Lease, and any such failure continues for ten (10) days after the due date thereof; (b) Lessee fails to perform or observe any of its obligations under Sections 12.1, 14 or 18.1 hereof; (c) Lessee fails to perform or observe any other covenant, condition or agreement to be performed or observed by it under the Lease and such failure is not cured within thirty (30) days after receipt of written notice thereof by Lessor; (d) any statement, representation or warranty made by Lessee in the Lease or in any writing delivered by Lessee pursuant thereto or in connection therewith proves at any time to have been false, misleading or erroneous in any material respect as of the time when made; (e) Lessee applies for or consents to the appointment of a receiver, trustee, conservator or liquidator of Lessee or of all or a substantial part of its assets, or a petition for relief is filed by Lessee under any federal or state bankruptcy, insolvency or similar law, or a petition in a proceeding under any federal or state bankruptcy, insolvency or similar law is filed against Lessee and is not dismissed within sixty (60) days thereafter; or (f) Lessee shall be in default under any other Lease or under any other financing agreement executed at any time with Lessor.

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20. REMEDIES. If any Event of Default occurs, then Lessor may, at its option, exercise any one or more of the following remedies:
(a) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all amounts then currently due under all Leases and all remaining Rent Payments due under all Leases during the fiscal year in effect when the default occurs together with interest on such amounts at the highest lawful rate from the date of Lessor’s demand for such payment.
(b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the premises where any Equipment is located and repossess such Equipment without demand or notice, without any court order or other process of law and without liability for any damage occasioned by such repossession;
(c) Lessor may sell, lease or otherwise dispose of any Equipment, in whole or in part, in one or more public or private transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of such disposition free of any claims of Lessee, provided, that the net proceeds of any such disposition shall be applied to amounts payable by Lessee under clause (a) above of this Section only to the extent that such net proceeds exceed the applicable Termination Value set forth in the applicable Schedule A-1;
(d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment; (e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee’s obligations under any Lease; and/or
(f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-pocket costs and expenses incurred by Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor’s actions under this section, including, without limitation, any attorney fees and expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any Equipment.

None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to Lessor. Lessor’s exercise of one or more remedies shall not preclude its exercise of any other remedy. No delay or failure on the part of Lessor to exercise any remedy under any Lease shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy.

21. RETURN OF EQUIPMENT. If Lessor is entitled under the provisions of any Lease, including any termination thereof pursuant to Sections 6 or 20 of this Master Lease, to obtain possession of any Equipment or if Lessee is obligated at any time to return any Equipment, then (a) title to the Equipment shall vest in Lessor immediately upon Lessors notice thereof to Lessee, and (b) Lessee shall, at its sole expense and risk, immediately de-install, disassemble, pack, crate, insure and return the Equipment to Lessor (all in accordance with applicable industry standards) at any location in the continental United States selected by Lessor. Such Equipment shall be in the same condition as when received by Lessee (reasonable wear, tear and depreciation resulting from normal and proper use excepted), shall be in good operating order and maintenance as required by the applicable Lease, shall be free and clear of any Liens (except Lessor’s Lien) and shall comply with all applicable laws and regulations. Until Equipment is returned as required above, all terms of the applicable Lease shall remain in full force and effect including, without limitation, obligations to pay Rent Payments and to insure the Equipment. Lessee agrees to execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the transfer of legal and beneficial title to such Equipment to Lessor and to evidence the termination of Lessee’s interest in such Equipment.

22. LAW GOVERNING. Each Lease shall be governed by the laws of the state of the lessee (The “State”).

23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally delivered or mailed by certified mail to the other party at its address set forth herein or at such address as

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the party may provide in writing from time to time. Any such notices shall be deemed to have been received five (5) days subsequent to mailing if sent by regular or certified mail, or on the next business day if sent by overnight courier, or on the day of delivery if delivered personally.

24. FINANCIAL INFORMATION; INDEMNITY; POWER OF ATTORNEY. Within thirty (30) days of their completion in each fiscal year of Lessee during any Lease Term, Lessee will deliver to Lessor upon Lessor’s request the publicly available annual financial information of Lessee. To the extent permitted by law, Lessee shall indemnify, hold harmless and, if Lessor requests, defend Lessor and its shareholders, affiliates, employees, dealers and agents against all Claims directly or indirectly arising out of or connected with (a) the manufacture, installation, use, lease, possession or delivery of the Equipment, (b) any defects in the Equipment, any wrongful act or omission of Lessee, or its employees and agents, or (c) any claims of alleged breach by Lessee of this Master Lease or any related document. “Claims” means all losses, liabilities, damages, penalties, expenses (including attorney’s fees and costs), claims, actions and suits, whether in contract, tort or otherwise. Lessee hereby appoints Lessor its true and lawful attorney-in-fact (with full power of substitution) to prepare any instrument, certificate of title or financing statement covering the Equipment or otherwise protecting Lessor’s interest in the Equipment, to sign Lessee’s name with the same force and effect as if signed by Lessee, and to file same at the proper location(s); and make claims for, receive payment of, and execute and endorse all documents, checks or drafts for loss, theft, damage or destruction to the Equipment under any insurance.

25. ANTI-MONEY LAUNDERING/INTERNATIONAL TRADE LAW COMPLIANCE.

Lessee represents and warrants to Lessor, as of the date of this Master Lease, the date of each advance of proceeds pursuant to this Master Lease, the date of any renewal, extension or modification of this Master Lease or any Lease, and at all times until this Master Lease and each Lease has been terminated and all amounts thereunder have been indefeasibly paid in full, that: (a) no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (b) the proceeds of any Lease will not be used to fund any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (c) the funds used to repay any Lease are not derived from any unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any laws of the United States, including but not limited to any Anti-Terrorism Laws. Lessee covenants and agrees that it shall immediately notify Lessor in writing upon the occurrence of a Reportable Compliance Event.

As used herein: “Anti-Terrorism Laws” means any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented or replaced from time to time; “Compliance Authority” means each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange Commission; “Covered Entity” means Lessee, its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the foregoing, and all brokers or other agents of Lessee acting in any capacity in connection with this Master Lease or any Lease; “Reportable Compliance Event” means that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate crime to any AntiTerrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Law; “Sanctioned Country” means a country subject to a sanctions program maintained by any Compliance Authority; and “Sanctioned Person” means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.

26. USA PATRIOT ACT NOTICE.

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To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each lessee that opens an account. What this means: when Lessee opens an account, Lessor will ask for the business name, business address, taxpayer identifying number and other information that will allow Lessor to identify Lessee, such as organizational documents. For some businesses and organizations, Lessor may also need to ask for identifying information and documentation relating to certain individuals associated with the business or organization.

27. SECTION HEADINGS. All section headings contained herein or in any Schedule are for convenience of reference only and do not define or limit the scope of any provision of any Lease.

28. EXECUTION IN COUNTERPARTS. Each Schedule to this Master Lease may be executed in several counterparts, each of which shall be deemed an original, but all of which shall be deemed one instrument.

Only one counterpart of each Schedule shall be marked “Lessor’s Original” and all other counterparts shall be deemed duplicates. An assignment of or security interest in any Schedule may be created through transfer and possession only of the counterpart marked “Lessor’s Original.”

29. ENTIRE AGREEMENT; WRITTEN AMENDMENTS. Each Lease, together with the exhibits attached thereto and made a part hereof and other attachments thereto, and other documents or instruments executed by Lessee and Lessor in connection therewith, constitute the entire agreement between the parties with respect to the lease of the Equipment covered thereby, and such Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of any Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease.

30. HEAVY-DUTY VEHICLE GREENHOUSE GAS EMISSION REDUCTION REGULATION. (a) If the equipment leased pursuant to the Lease is a tractor, the Lessee of this heavy-duty tractor understands that when using a heavy-duty tractor to pull a 53-foot or longer box-type trailer on a highway within California, the heavy-duty tractor must be compliant with sections 95300-95312, title 17, California Code of Regulations, and that it is the responsibility of the Lessee to ensure this heavy-duty tractor is compliant. The regulations may require this heavy-duty tractor to have low-rolling-resistance tires that are U.S. Environmental Protection Agency (U.S. EPA) SmartWay Verified Technologies prior to current or future use in California, or may entirely prohibit use of this tractor in California if it is a model year 2011 or later tractor and is not a U.S. EPA SmartWay Certified Tractor. (b) If the equipment leased pursuant to the Lease is a trailer, the Lessee of this box-type trailer understands that when using a heavy-duty tractor to pull a 53-foot or longer box-type trailer on a highway within California, the box-type trailer must be compliant with sections 95300-95312, title 17, California Code of Regulations, and that it is the responsibility of the Lessee to ensure this box-type trailer is compliant.

The regulations may require this trailer to have low-rolling-resistance tires and aerodynamic technologies that are U.S. Environmental Protection Agency SmartWay Verified Technologies prior to current or future use in California.
(c) Notwithstanding anything in the Lease to the contrary, the Lease does not prohibit the Lessee from modifying the trailer, at Lessee’s cost, to be compliant with the requirements of the California HeavyDuty Vehicle Greenhouse Gas Emission Reduction Regulation.

31. IMPORTANT INFORMATION ABOUT PHONE CALLS. By providing telephone number(s) to Lessor, now or at any later time, Lessee authorizes Lessor and its affiliates and designees to contact Lessee regarding Lessee account(s) with Lessor or its affiliates, whether such accounts are Lessee individual accounts or business accounts for which Lessee is a contact, at such numbers using any means, including but not limited to placing calls using an automated dialing system to cell, VoIP or other wireless phone number, or leaving prerecorded messages or sending text messages, even if charges may be incurred for the calls or text messages. Lessee consents that any phone call with Lessor may be monitored or recorded by Lessor.

11.171
«LesseeName»
(“Lessee”)
By:

Title:
«LesseeStreet»
«LesseeCSZ»
PNC Bank, National Association
(“Lessor”)
By:

Title
155 East Broad Street, B4-B230-05-7
Columbus, OH 43215

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E28
LEASE SCHEDULE NO. «LeaseNumber»
Dated As Of «AccrualDate»
This Lease Schedule (this “Schedule”) is attached and made a part of the Master Lease-Purchase Agreement referenced below, together with all exhibits, schedules, addenda, and other attachments thereto, executed by Lessee and Lessor (the “Lease”). Unless otherwise defined herein, capitalized terms will have the same meaning ascribed to them in the Master Lease. All terms and conditions of the Master Lease are incorporated herein by reference. To the extent that there is any conflict between the terms of the Lease and this Schedule, the terms of this Schedule shall control.

Master Lease-Purchase Agreement dated «AccrualDate»

1. EQUIPMENT DESCRIPTION. As used in the Lease, “Equipment” means all of the property described in Schedule A-1 attached to this Schedule and all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions thereto.

2. RENTAL PAYMENTS; LEASE TERM. The Rental Payments to be paid by the Lessee to Lessor, the commencement date thereof and the lease term of this Lease Schedule are set forth on the Schedule A-1 attached to this Lease Schedule.

3. ESSENTIAL USE; CURRENT INTENT OF LESSEE. Lessee represents that the use of the Equipment is essential to Lessee’s proper, efficient and economic functioning or to the services that Lessee provides to its citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the full Lease Term: to use the Equipment; to continue this Lease; and (if applicable) to make Rent Payments if funds are appropriated in each fiscal year by its governing body.

4. ACCEPTANCE OF EQUIPMENT. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT (A) LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (B) ALL EQUIPMENT IS IN GOOD

WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (C) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE “AS-IS, WHERE IS”; AND (D) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE.

5. BANK QUALIFIED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED TAXEXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3) OF THE CODE, THAT IT HAS NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT

OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND

THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX-EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED $10,000,000.

6. RE-AFFIRMATION OF THE MASTER LEASE-PURCHASE AGREEMENT. Lessee hereby re-affirms all of its representations, warranties and obligations under the Master Lease Purchase Agreement (including, without limitation, its obligation to pay all Rental Payments, its disclaimers in Section 7 thereof and its representations in Section 6.1 and 16 thereof).
«LesseeName»
(“Lessee”)
PNC Bank, National Association
(“Lessor”)
By: By:

Title: Title:

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E28
Schedule A-1

1. EQUIPMENT LOCATION & DESCRIPTION:
«LesseeName»
«EquipStreet»
«EquipCSZ»
«EquipCounty»County
«EquipmentDescription»
«VIN»

2. LEASE PAYMENT SCHEDULE.
(a) Accrual Date: «AccrualDate»
(b) Amount Financed:
i. Equipment Purchase Price $«PurchasePrice»
ii. Purchase Price Deduction $0.00
Prepay Discounts $0.00«VendorDiscounts»
Trade In $«TradeIn»
iii. Total Amount Financed (Cash Sale Price minus
Purchase Price Deductions) $«AmountFinanced»

11.174

Accrual Date: «AccrualDate»
Rent Payment
Number
Rent Payment
Date
Rent Payment
Amount
Interest
Portion Principal Portion Termination
Value
«LesseeName» PNC Bank, National Association
(“Lessee”) (“Lessor”)
By: By:

Title: Title:

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E28

VEHICLE SCHEDULE ADDENDUM
Dated As Of «AccrualDate»
Lease Schedule No. «LeaseNumber» Dated «AccrualDate»
Lessee: «LesseeName»
Reference is made to the above Lease Schedule (“Schedule”) to the Master Lease-Purchase Agreement identified in the Lease Schedule (“Master Lease”) by and between PNC Bank, National Association (“Lessor”) and the above Lessee (“Lessee”). This Addendum amends and modifies the terms and conditions of the Schedule and is hereby made a part of the Schedule. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein.

NOW THEREFORE, as part of the valuable consideration to induce the execution of the Schedule, Lessor and Lessee hereby agree to amend the Schedule as follows:

1. In the event that any unit of Equipment covered by the Schedule is a vehicle or trailer under applicable State law, then the following provisions shall also apply to the Schedule to the extent permitted by law,
(a) each manufacturer’s statement of origin and certificate of title shall state that Lessor has the first and sole lien on or security interest in such unit of Equipment; (b) the public liability and property damage insurance required by the terms of the paragraph titled “Insurance in the Master Lease shall be in an amount not less than $1,000,000.00 per person insured and $2,000,000.00 combined single limit per unit per occurrence (provided, that if the unit of Equipment is a bus or other passenger vehicle, then such insurance amount shall be such larger amount as may be reasonably required by Lessor) and $1,000,000.00 for damage to property of others; (c) Lessee shall furnish and permit only duly licensed, trained, safe and qualified drivers to operate any such unit of Equipment, and such drivers shall be agents of Lessee and shall not be agents of Lessor; and
(d) Lessee shall cause each such unit of Equipment to be duly registered and licensed as required by applicable State law with Lessor noted as lien holder and Lessee as owner.

2. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Schedule remains unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above.
«LesseeName» PNC Bank, National Association
(“Lessee”) (“Lessor”)
By: By:

Title: Title:

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E24

RESOLUTION
Municipality/Lessee: «LesseeName»
Principal Amount Expected To Be Financed: $«AmountFinanced» WHEREAS, the Municipality is a political subdivision of the State in which Municipality is located (the “State”) and is duly organized and existing pursuant to the Constitution and laws of the State.

WHEREAS, pursuant to applicable law, the governing body of the Municipality (“Governing Body”) is authorized to acquire, dispose of and encumber real and personal property, including, without limitation, rights and interest in property, leases and easements necessary to the functions or operations of the Municipality.

WHEREAS, the Governing Body hereby finds and determines that the execution of one or more Master Lease-Purchase Agreements (“Leases”) in the principal amount not exceeding the amount stated above for the purpose of acquiring the property (“Equipment”) to be described in the Leases is appropriate and necessary to the functions and operations of the Municipality.

WHEREAS, PNC Bank, National Association (“Lessor”) shall act as Lessor under said Leases.

NOW, THEREFORE, Be It Ordained by the Governing Body of the Municipality:

Section 1. Either one of the _______________________ OR _______________________ (each an “Authorized Representative”) acting on behalf of the Municipality, is hereby authorized to negotiate, enter into, execute, and deliver one or more Leases in substantially the form set forth in the document presently before the Governing Body, which document is available for public inspection at the office of the Municipality. Each Authorized Representative acting on behalf of the Municipality is hereby authorized to negotiate, enter into, execute, and deliver such other documents relating to the Lease as the Authorized Representative deems necessary and appropriate. All other related contracts and agreements necessary and incidental to the Leases are hereby authorized.

Section 2. By a written instrument signed by any Authorized Representative, said Authorized Representative may designate specifically identified officers or employees of the Municipality to execute and deliver agreements and documents relating to the Leases on behalf of the Municipality.

Section 3. The aggregate original principal amount of the Leases shall not exceed the amount stated above and shall bear interest as set forth in the Leases and the Leases shall contain such options to purchase by the Municipality as set forth therein.

Section 4. The Municipality’s obligations under the Leases shall be subject to annual appropriation or renewal by the Governing Body as set forth in each Lease and the Municipality’s obligations under the Leases shall not constitute general obligations of the Municipality or indebtedness under the Constitution or laws of the State.

Section 5. As to each Lease, the Municipality reasonably anticipates to issue not more than $10,000,000 of tax-exempt obligations (other than “private activity bonds” which are not “qualified 501(c)(3) bonds”) during the current calendar year in which each such Lease is issued and hereby designates each Lease as a qualified tax-exempt obligation for purposes of Section 265(b) of the Internal Revenue Code of 1986, as amended.

11.177

Section 6. This resolution shall take effect immediately upon its adoption and approval.

ADOPTED AND APPROVED on this ________________, 20___.

The undersigned Secretary/Clerk of the above-named Municipality hereby certifies and attests that the undersigned has access to the official records of the Governing Body of the Municipality, that the foregoing resolutions were duly adopted by said Governing Body of the Municipality at a meeting of said Governing Body and that such resolutions have not been amended or altered and are in full force and effect on the date stated below.

LESSEE: «LesseeName»
____________________________________________ [SEAL]
Signature of Secretary/Clerk of Municipality
Print Name: ___________________________________
Official Title:___________________________________
Date: _______________________________________

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E24

CERTIFICATE OF INCUMBENCY
Lessee: «LesseeName»
Lease Schedule No.: «LeaseNumber» Dated: «AccrualDate»
I, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of the above Lessee (the “Lessee”), a political subdivision duly organized and existing under the laws of the State where Lessee is located, that I have the title stated below, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the Lessee holding the offices set forth opposite their respective names. [NOTE: Use same titles as Authorized Representatives stated in Resolutions.] __________________________
Name
__________________________
Title
_________________________
Signature
__________________________
Name
__________________________
Title
_________________________
Signature
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such Lessee as of the date set forth below.
____________________________________________ [SEAL]
Signature of Secretary/Clerk of Lessee
Print Name: __________________________________
Official Title:___________________________________
Date: ________________________________________

11.179
E34

FORM OF OPINION OF COUNSEL
(To Be Typed on Attorney’s Letterhead)
Date: «AccrualDate»
Lessee: «LesseeName»
Lessor: PNC Bank, National Association
Re: Lease Schedule No. «LeaseNumber» dated «AccrualDate», together with its Master LeasePurchase Agreement dated «AccrualDate», by and between the above-named Lessee and the above-named Lessor
Gentlemen:

I have acted as counsel to Lessee with respect to the Lease Schedule, the Master Lease-Purchase Agreement and all other agreements described above or related thereto (collectively, the “Agreements”) and various related matters, and in this capacity have reviewed a duplicate original or certified copy of the Agreements and such other documents as I have deemed necessary for the purposes of this opinion.

Based upon the examination of such documents, it is my opinion that:

1. Lessee is a political subdivision of the State of «FullStateName» (the “State”) duly organized, existing and operating under the Constitution and laws of the State.

2. Lessee is authorized and has power under State law to enter into all of the Agreements, and to carry out its obligations thereunder and the transactions contemplated thereby.

3. The Agreements and all other documents related thereto have been duly authorized, approved, and executed by and on behalf of Lessee, and each of the Agreements is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State and Federal law affecting creditor’s remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights.

4. The authorization, approval and execution of the Agreements and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all applicable Local, State and Federal laws (including open meeting laws and public bidding and property acquisition laws).

5. To the best of my knowledge, there is no litigation or proceeding pending before any court, administrative agency or governmental body, that challenges: the organization or existence of Lessee; the authority of its officers; the proper authorization; approval and execution of any of the Agreements or any documents relating thereto; the appropriation of monies to make payments under the Agreements for the current fiscal year; or the ability of Lessee otherwise to perform its obligations under the Agreements and the transactions contemplated thereby.

6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal Revenue Code of 1986, as amended, and the related regulations and rulings thereunder.

Lessor, its Assignee and any of their assigns may rely upon this opinion.

Very truly yours,
Attorney

11.180
I01

INSURANCE COVERAGE DISCLOSURE
PNC Bank, National Association, LESSOR
«LesseeName», LESSEE
RE: INSURANCE COVERAGE REQUIREMENTS

1. In accordance with the Lease Schedule (“Schedule”) to the Master Lease-Purchase Agreement identified in the Lease Schedule (“Master Lease”), Lessee certifies that it has instructed the insurance agent named below (please fill in name, address, and telephone number):
to issue: (check to indicate coverage)
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance naming PNC Bank, National Association and/or its assigns as Lender Loss Payee.

Coverage Required: Termination Value Specified
b. Public Liability Insurance evidenced by a Certificate of Insurance naming PNC Bank, National Association and/or its assigns as an Additional Insured.

Minimum Coverage Required:
$1,000,000.00 per occurrence
$2,000,000.00 aggregate bodily injury liability
$1,000,000.00 property damage liability
Proof of insurance coverage will be provided to PNC Bank, National Association, Attn: Insurance Dept, 995 Dalton Ave., Cincinnati, OH 45203, prior to the time that the property is delivered to Lessee.

2. Pursuant to the Master Lease, Lessee represents and warrants, in addition to other matters under the Agreement, that it is lawfully self-insured for: (check to indicate coverage) a. All risk, physical damage in the amount specified in 1(a) above. b. Public liability for not less than the amounts specified in 1(b) above.

Lessee has attached a signed letter describing self-insurance.

LESSEE: «LesseeName»
By: _________________________________ Title: ___________________________________

11.181
I01

INSURANCE INFORMATION
Please provide the following information to your insurance company to help expedite receipt of the necessary coverage:

ITEMS WHICH NEED TO BE REFLECTED ON INSURANCE CERTIFICATE:
• PNC Bank, National Association must be named Lender Loss Payee and Additional Insured • 30 Days’ Notice of Cancellation
• Not Less than $2,000,000.00 limits on liability
• Certificate must reflect a short equipment description • Certificate must reflect an expiration date
Certificate Holder Information:

PNC Bank, National Association, its successors and/or all assigns Attn: Insurance Dept
995 Dalton Ave.

Cincinnati, OH 45203
Please send a FAX copy of certificate to «DocSpecialist» at 1-800-678-0602.

The original should be mailed to the same at:

PNC Bank, National Association
Attn: Insurance Dept
995 Dalton Ave.

Cincinnati, OH 45203

11.182

FOUR PARTY AGREEMENT
Dated as of «AccrualDate»
Lessee means «LesseeName»
“Lease Schedule” means Lease Schedule No. __________ dated «AccrualDate», together with its Schedule A-1. “Pierce” means Pierce Manufacturing Inc., the manufacturer of the Equipment. “Supplier” means: ______________________.

Reference is made to the Lease Schedule (“Lease Schedule”) and to the Master Lease-Purchase Agreement (“Master Lease”) identified in said Lease Schedule, described above between PNC Bank, National Association (“Lessor”) and the Lessee identified above which relates to Equipment described in Schedule A-1 to the Lease Schedule (“Equipment”) to be manufactured by Pierce and supplied by Supplier, an authorized dealer of Pierce fire equipment. For good and valuable consideration, receipt of which is hereby acknowledged, Lessee, Lessor, Pierce and Supplier hereby agree as follows:

1. Notwithstanding anything to the contrary in the Lease Schedule, Lessee hereby notifies Lessor that the Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted by Lessee for purposes of the Lease Schedule.

Lessee agrees to execute and deliver to Lessor a Delivery and Acceptance Certificate in the form attached hereto as Exhibit A upon the circumstances set forth in said Certificate.

2. All parties agree that the Purchase Price of the Equipment shall be as set forth below if said Purchase Price is paid on or before the Advance Payment Date set forth below:

Purchase Price: $«PurchasePrice»
Vendor Discounts: $«VendorDiscounts»
Advance Payment Date: «AccrualDate»

3. Upon execution of the Lease Schedule and delivery of all documents required by Lessor, Lessee agrees that it shall pay the Lessee Down Payment stated below and Lessor agrees that it shall pay the balance of the Purchase Price (the “Amount Financed”) stated below. Lessee agrees that the Lease Term and Lessee’s obligation to pay Rent Payments shall commence on the date set forth in the Lease Schedule notwithstanding the delivery of the Equipment at a later date.

Lessee Down Payment: $«Downpymt»
Trade In:

Amount Financed:
$0.00«TradeIn»
$«AmountFinanced»

4. (a) Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated Delivery Date set forth below.

Anticipated Delivery Date: «AnticipatedDelDate»
(b) Supplier anticipates that it shall deliver the Equipment to Lessee no later than the Outside Delivery Date set forth below and that such Equipment shall comply with all specifications and requirements of Lessee and with the terms and conditions of any purchase order/purchase agreement relating thereto.

Outside Delivery Date: «OutsideDelDate»

5. If for any reason whatsoever Supplier fails to deliver the Equipment to Lessee as set forth in subparagraph 4(b) of this Agreement by the Outside Delivery Date for any piece of Equipment (the “Delayed Equipment”), and the Lessee has not agreed to revise the Outside Delivery Date with respect to such Delayed Equipment, then Pierce hereby agrees as follows only for the Delayed Equipment:

11.183
(a) On the first business day after the Outside Delivery Date, Pierce shall pay to Lessee the Lessee Down Payment for the Delayed Equipment plus interest at the Prime Rate plus one percent (1%) per annum from the Advance Payment Date to the date of such payment;
(b) On the first business day after the Outside Delivery Date, Pierce shall pay to Lessor for the Delayed Equipment the Amount Financed plus interest at the Prime Rate plus one percent (1%) per annum from the Advance Payment Date to the date of such payment; and
(c) “Prime Rate” means the prime rate of interest as published from time to time in the Wall Street Journal.

If there is more than one piece of Equipment subject to the Lease, and some of the Equipment is delivered in accordance with subparagraph 4(b) of this Agreement, the payments owed pursuant to the Lease shall be modified to reflect only the obligations due on the Equipment that was delivered pursuant to subparagraph 4(b). The new payment obligation will be determined based on the amount financed for the Equipment delivered to the Lessee, and based on the interest rate in effect as of the date of Lease commencement.

6. If Pierce makes the payments described in paragraph 5 for the Delayed Equipment under the circumstances set forth above and if Lessee has otherwise paid and performed its obligations under the Lease Schedule as of such payment date for the Delayed Equipment, then Lessee and Lessor agree that the Lease Schedule shall terminate as of the date of such payments by Pierce as to the Delayed Equipment only. Lessee’s obligations shall continue unabated for the Equipment that was delivered pursuant to subparagraph 4(b). Pierce expressly agrees that the Lease Schedule identified herein shall be a “Lease” as such term is used in the Program Agreement, as amended, between Pierce and Lessor.

7. Supplier agrees that a performance bond (the “Performance Bond”) will be issued which names Supplier as Principal, the Lessee as Obligee and the Lessor as Additional Obligee. The Performance Bond will apply solely to the terms and conditions of the purchase order/purchase agreement, including related equipment specifications and warranties, as issued by the Lessee and accepted by Pierce. The “Contract Date” referred to in the Performance Bond shall be the date of this Agreement.

8. Except as expressly set forth herein, the Lease Schedule and terms and conditions of the purchase order/purchase agreement for the Equipment remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below execute this Agreement as of the date first written above.
«LesseeName» PNC Bank, National Association
(“Lessee”) (“Lessor”)
By: By:

Title: Title:

Pierce Manufacturing Inc. ________________________
(“Pierce”) (“Supplier”)
By: By:

Title: Title:

11.184
Exhibit A

DELIVERY & ACCEPTANCE CERTIFICATE
Lease Schedule No. __________
Reference is made to the above Lease Schedule (“Schedule”), which has been executed and delivered by the undersigned Lessee (“Lessee”) and PNC Bank, National Association (“Lessor”). This Certificate amends and supplements the terms and conditions of the Lease Schedule and is hereby made a part of the Lease Schedule. Unless otherwise defined herein, capitalized terms defined in the Master Lease-Purchase Agreement and the Lease Schedule shall have the same meaning when used herein; provided, that “Equipment” shall mean the Equipment described in the Schedule A-1 and in any attachment or exhibit to this Certificate.

Notwithstanding anything to the contrary, expressed or implied, in the Lease Schedule or its Schedule A-1, Lessee agrees as follows:

1. ACCEPTANCE OF EQUIPMENT. As of the Acceptance Date stated below and as between Lessee and Lessor, Lessee hereby agrees that: (a) Lessee has received and inspected all Equipment; (b) all Equipment is in good working order and complies with all purchase orders, contracts and specifications; (c) Lessee accepts all Equipment for purposes of the Lease “as-is, where-is”; and (d) Lessee waives any right to revoke such acceptance.

ACCEPTANCE DATE:

2. RENT PAYMENTS. Lessee hereby agrees that Lessee will pay the Rent Payments for the Equipment in the amounts and on the dates specified in Schedule A-1 to the Lease Schedule. «LesseeName»
(“Lessee”)
By: __________________________________
Title: __________________________________

11.185
City Council

AGENDA REPORT
DATE: 08/07/2024
AGENDA OF: 08/27/2024
DEPARTMENT: Fire
SUBJECT: First Amendment to the Agreement for Fire Protection and Emergency Response Services and First Amendment of Lease of the UCSC Fire Station (FD)
RECOMMENDATION: Motion to authorize the City Manager to execute the First Amendment to the Agreement for Fire Protection and Emergency Response Services (Service Agreement) and the First Amendment of Lease of the University of California Santa Cruz (UCSC) Fire Station (Lease) between the City of Santa Cruz (City) and the Regents of the University of California, on behalf of its Santa Cruz Campus, extending the term for one (1) year with minor modifications.

BACKGROUND: In 2014, the City entered into a 10-year agreement with UCSC to provide Fire Protection and Emergency Response Services to the campus. At that time, a Lease Agreement was also executed for the UCSC Fire Station located at 701 Chinquapin Rd. The City of Santa Cruz Fire Department occupies the UCSC Fire Station with a fire crew and apparatus in order to provide fire protection and emergency response service to the campus.

DISCUSSION: The City is in the process of conducting a Standards of Cover and Community Risk Assessment. The results of this study will play a pivotal role in the Santa Cruz Fire Department’s development of strategic planning and deployment of resources. This report will guide the Santa Cruz Fire Department in enhancing public safety within the community, which will impact a long-term service agreement and lease agreement with UCSC.

With the Service Agreement and Lease expiring on June 30th, 2024, City and UCSC staff concluded it would not be prudent to enter a long term agreement until the results of the Standards of Cover and Community Risk Assessment report is completed and carefully reviewed. A first amendment to the Service Agreement and Lease extending the term for one (1) year with minor modifications was mutually agreed upon between the City and UCSC.

Necessary updates to the existing service agreement and lease were included in the first amendments under the advice of the City Attorney.

FISCAL IMPACT: The proposed recommendation will retain General Fund revenue from UCSC. UCSC pays 17% of the Fire Department’s Fire Administration operating expenses, Fire/Emergency Medical Services (EMS) Operations operating expenses, and Capital Improvement Project expenses, with an additional 2.5% administrative fee. The revenue generated in FY24 from the Service Agreement to the General Fund was $4,536,185. The Lease

12.1 is an operating expense in the Fire/EMS Operations. The Lease expenses in FY24 were $61,771.

There will be a 3% annual increase in the lease per the original agreement.

Prepared By:

Megan Nutt
Principal Management
Analyst
Submitted By:

Rob Oatey
Fire Chief
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. SERVICE AMENDMENT.PDF.PDF

2. LEASE AMENDMENT.PDF

12.2 FIRST AMENDMENT OF THE AGREEMENT FOR FIRE

PROTECTION AND EMERGENCY RESPONSE

SERVICES BETWEEN THE CITY OF SANTA CRUZ

AND THE REGENTS OF THE UNIVERSITY OF

CALIFORNIA, ON BEHALF OF ITS SANTA CRUZ
CAMPUS

THIS FIRST AMENDMENT OF THE AGREEMENT FOR FIRE PROTECTION AND EMERGENCY RESPONSE SERVICES BETWEEN THE CITY OF SANTA CRUZ (“City”) and the

REGENTS OF THE UNIVERSITY OF CALIFORNIA, ON BEHALF OF ITS SANTA CRUZ CAMPUS (“University”), (the “Amendment”), is effective as of July 1, 2024 (“Amendment Effective Date”)).

RECITALS
A. City and University entered into the Agreement for Fire Protection and Emergency Services effective July 1, 2014, (the “Services Agreement”) for certain services at the “University Fire Service Area” or “Campus Area”, as more particularly described in the Services Agreement, including Exhibit B to the Services Agreement;
B. City and University now wish to extend the Services Agreement for one year and amend the Service Agreement as set forth below;
NOW, THEREFORE, in consideration of mutual covenants and promises set forth in this Amendment and other valuable consideration, receipt of which is hereby acknowledged, City and University hereby agree that the Services Agreement is amended as follows:

1. The Parties agree to incorporate the above recitals. Except as expressly modified herein, terms defined in the Services Agreement shall have the same meanings when used in this Amendment.

2. Term. The existing language in the Services Agreement’s Article 1.2 titled, “Term,” is deleted in its entirety and replaced with the following:
“The term of this Agreement shall commence on the Operative Date and shall end on June 30, 2025 (the “Term End Date”, unless sooner terminated pursuant to the terms of this Agreement. The Term End Date may be extended by mutual written agreement of the Parties.”

3. Response Services. The following new subsections are added to Article 4.2.2 (B):
(viii) City crews to attend training walkthroughs with University related to field training and newly constructed/renovated or newly occupied campus buildings at timely and mutually agreeable times to ensure knowledge of familiarity with the following:
● Site security, access, fire protection, location of fire hydrants, additional operational needs (pre-Construction at a construction site). Requirements covered in NFPA 241.
● The building during the construction phase, once fire sprinklers and alarms are online and in operating condition.
● Pre-Occupancy certification of the building.

12.3 (ix) Add-on EMS deployment. If mutually agreed upon by the Parties and if staffing and equipment allows, City will provide additional EMS deployment for stand-by for planned campus events at a mutually pre-agreed upon service fee per each scheduled planned event.

4. Designated Campus Fire Marshall Program. The following new subsection is added to 4.2:

4.2 (E) Designated Campus Fire Marshal Program. UCSC to include the following in its Campus Fire Marshall Program:
● Plan review and construction inspections for Title 24; ● Fire and life safety inspections in existing state-regulated occupancies and compulsory annual inspections in existing state mandated occupancies for Title 19; ● Special events as defined by the MOU between the UC Regents and California Office of the State Fire Marshal;
● Fires, explosions, and other emergency notifications to UCSC Lead Designated Campus Fire Marshal; and
● Post Incident Re-Occupancy Plans.

5. Except as expressly amended above, the Services Agreement remains in full force and effect.

IN WITNESS WHEREOF, the parties have executed this First Amendment of the Services Agreement on the dates specified adjacent to their respective signatures.

RECIPIENT SERVICER

THE REGENTS OF THE UNIVERSITY THE CITY OF

CALIFORNIA SANTA CRUZ
By: By:

Name:____________________________ Matthew Huffaker
Director Real Estate and Contracts City Manager
Date: Date:

APPROVED AS TO FORM:

Office of the City Attorney Date

12.4 FIRST AMENDMENT OF LEASE BETWEEN THE CITY

OF SANTA CRUZ AND THE REGENTS OF THE

UNIVERSITY OF CALIFORNIA, ON BEHALF OF ITS

SANTA CRUZ CAMPUS
THIS FIRST AMENDMENT OF the LEASE BETWEEN THE CITY OF SANTA CRUZ (“City” or “Tenant”) AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, ON BEHALF OF ITS SANTA CRUZ CAMPUS (“University” or “Landlord”), (the “Lease Amendment”), is effective as of July 1, 2024 (“Amendment Effective Date”).

RECITALS
A. University and City entered into that certain Lease (“Lease”) effective September 23, 2014 for lease of the UCSC Fire Station (CAAN 7404), as more particularly described in the Lease, including the Lease’s Exhibit A;
B. Landlord and Tenant (collectively “Parties”) now wish to extend the Lease for one year and amend the Lease as agreed below;
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Lease Amendment and other valuable consideration, receipt of which is hereby acknowledged, Landlord and Tenant, hereby agree that the Lease is amended as follows:

1. Definitions and Recitals. Except as expressly modified herein, terms defined in the Lease shall have the same meanings when used in the Amendment. The Parties agree to incorporate the above recitals.

2. Term. The existing language in the Lease’s Article 3.1 titled, “Term,” is deleted in its entirety and replaced with the following:
“The term of this Lease (the “Lease Term”) shall commence on the Operative Date as set forth in the Fire Services Agreement (“Lease Commencement Date”) and end as of the earlier of June 30, 2025 or the termination of the Fire Services Agreement (“Lease Termination Date”), unless sooner terminated pursuant to any provision hereof. The Lease Termination Date may be extended by mutual written agreement of the Parties.”

3. Tenant Request for Maintenance, Repair, or Service. The existing language in the Lease’s Article 9.4(b) and 9.4(c) is deleted in its entirety and replaced with the following:
“9.4 (b) - Service Requests received from the Tenant for maintenance, repair or services, will be addressed in the following manner:
i. Emergency (Priority 1): University shall confirm receipt and respond in a timeframe appropriate for the emergency, and in no event later than 12 hours after receiving the emergency service request. Off-hours emergencies should be reported to UCSC Police Department Dispatch for immediate attention. Emergencies shall be remedied in a timeframe appropriate to the emergency, and always initially addressed within 24 hours after receiving the service request, with any non-emergency follow-on actions to be addressed via one of the lower priority timelines discussed later in this

12.5 paragraph. Emergencies are those for which immediate action is needed to prevent harm or significant damage; examples of emergencies include: Flooding, fire hazards, biological hazards, gas leaks, electrical failures to critical areas, and structural damage. Life safety emergencies should be directed to emergency services by calling 911.
ii. Urgent / High (Priority 2): University shall confirm receipt and respond within two business days and shall create a work plan that is shared with SCFD within three days after receiving the Urgent / High Priority Service request. Off-hours urgent / high priorities should be reported to UCSC Police Department Dispatch for prompt attention. Urgent / high priority requests shall be remedied within seven days after receiving the Urgent / High Priority Service request, with any follow-on non-urgent / non-high priority actions to be addressed via 9.4 (b)(iii). below. Urgent / high priorities are those for which prompt resolution is needed to maintain habitability and/or avoid disruptions to operations; examples of urgent / high priority work include: HVAC failures affecting critical areas, plumbing issues, malfunctioning security systems, electrical failures in non-critical areas, carbon monoxide monitor replacement, and health hazards not deemed to be an emergency.
iii. Medium (Priority 3): University to confirm receipt within five business days, respond within fourteen days, and shall create a work plan that is shared with SCFD within thirty days. Medium priority requests should be remedied within thirty days; however, completion of medium priority requests may be delayed no longer than 60 days after receiving the Priority 3 Service request due to higher priority tasks or scheduling constraints.
iv. The Parties acknowledge and agree that the living quarters on the Premises must be fit for human habitation, and the implied warranty of habitability applies as to those areas.
v. Regular Reporting Related to Service Requests: For Priority 1 Service Requests, University shall provide daily written status update reports to SCFD until the Priority 1 issue is resolved. For Priority 2 Service Requests, University shall provide weekly written status update reports to SCFD until the Priority 2 issue is resolved. For Priority 3 Service Requests, University shall provide monthly written status update reports to SCFD until the Priority 3 issue is resolved.
vi. As provided in Paragraph 9.4(a), University shall designate a single point of contact to communicate with SCFD about Service Requests.
(c) If the Parties disagree as to the best course of action for a Service Request, the Parties agree to promptly communicate with each other and attempt to negotiate a resolution in good faith. If Landlord decides that a Service Request requires immediate attention to preserve Landlord’s property, Landlord may elect to repair the issue pending the resolution of the dispute by providing notice to Tenant that Landlord will complete the repair.”

4. Rent. To Article 4, the following new subsection is added:
a) For the Period commencing July 1, 2024 through June 30, 2025, the rental amounts paid by the City shall be 3% more than what the City paid July 1, 2023 through June 30, 2024.

5. Except as expressly amended above, the Lease remains in full force and effect. [Signatures on following page]

12.6 IN WITNESS WHEREOF, the Parties have executed this Lease Amendment on the dates specified adjacent to their respective signatures.

LANDLORD TENANT

THE REGENTS OF THE UNIVERSITY THE CITY OF

CALIFORNIA SANTA CRUZ
By: By:

Name:____________________________ Matthew Huffaker
Director Real Estate and Contracts City Manager
Date: Date:

APPROVED AS TO FORM:

Office of the City Attorney Date

12.7 City Council

AGENDA REPORT
DATE: 08/08/2024
AGENDA OF: 08/27/2024
DEPARTMENT: Finance
SUBJECT: Council Policy 5.19 for Stipend for Advisory Body Members (FN) RECOMMENDATION: Motion to:
1) Adopt a resolution approving Council Policy 5.19 – Stipend for Advisory Body Members; 2) Direct staff to prepare amendments to Ordinance 1440 and Chapter 18.41 of the Municipal Code; and
3) Direct staff to create a communication and training plan to promote the new policy.

BACKGROUND: In 2022 the City of Santa Cruz (City) Health in All Policies (HiAP) City Council Committee partnered with Ventures to carry out a demographics survey and study of City advisory bodies. The study produced a report entitled, “A City Like Me: Santa Cruz - The Value of Representational Government” which expanded on and complemented a similar County report and contained several key findings on over and under representation on City advisory bodies, as well as recommendations to help diversify recruitment and representation on City boards, committees, and commissions.

As part of the HiAP 2023 workplan, targets were created to increase representation of LatinX community members by 60% and renters by 30% on City advisory bodies. Subsequently, the advisory bodies application was revised to include an optional demographics section to help track metrics. The HiAP City Council Committee 2024 multi-year workplan included directing staff to create a timeline on putting in place a process for compensation of commissioner and committee members who identify as representing a historically under-served or underrepresented group. The City Manager’s Office included in the FY 2025 budget $25,000 to go towards compensation for commissioner/committee members’ engagement.

DISCUSSION: In an effort to review best practices, Finance Staff worked with the Human Resources Department, reached out to the County of Santa Cruz, as well as posted a question on the topic to the Government Finance Officers Association (GFOA) and California Society for Municipal Finance Officers (CSMFO) organizations to gather information to help guide drafting an effective policy.

Based on that research, staff is recommending a stipend of $75.00 per public meeting attended for the advisory bodies listed below. This recommendation is based on a similar ordinance that

13.1 the County of Santa Cruz (County) recently passed, allowing the stipend to be open to all members with the ability to opt-in or waive. The County is seeing about 60% opting in.

Allowing the stipend to be available to all members, regardless of their demographic association, aligns with the HiAP pillar of equity because the City will not be creating additional barriers in who qualifies for the stipend after being appointed as a member of an advisory body. County Staff originally recommended that those eligible for the stipend also meet certain income qualifications, but later decided to do away with that criteria in an effort to increase access for all. “We shouldn’t have a low barrier, we should have no barrier,” said Supervisor Zack Friend. “Either we’re trying to increase access or we’re not,” as quoted in an October 17, 2023 Santa Cruz Sentinel article.

Attached is the proposed Council Policy 5.19 - Stipend for Advisory Body Members. This policy contains three sections that address eligibility rules, the process to opt-in or waive the stipend, and the payment process for the stipend. The policy was reviewed in June by the HiAP Committee. If approved in August by Council, the policy would go into effect in January 2025.

This will allow time for communication and training of the staff liaisons, who will be responsible for working with existing advisory body members to complete the stipend form. Also, Ordinance No. 1440 and Chapter 18.41 of the Municipal Code require amendments for Planning Commission and Board of Building Appeals members to be eligible for the stipend. Finance will return in May 2025 with an update to the HiAP committee on the opt-in vs waiver analysis once the first quarter (Jan – Mar) payments are processed.

Additionally, the HiAP Committee directed Human Resources staff to include the stipend as part of the 2024 Compensation Study to ensure that the compensation is equitable with similar compensation within the region. The City of Santa Cruz does not currently have a stipend rate and sought to use the rate recently set by the County. The City of San Jose offers a monthly need-based stipend of $200 for listed boards and commissions, while the City of Los Angeles offers a $50 stipend per meeting, though they report that it is usually waived.

Also, in June, the HiAP Committee directed staff to engage with the current members of the advisory bodies and/or community members to see if there are other barriers that a stipend does not address. Such as time of meetings, allowing hybrid remote advisory body meetings, and or translation services during the meetings, which could in turn help promote LatinX and/or renters’ involvement. All additional items would subsequently need to be vetted for feasibility and cost and will be worked into the HiAP Committee Workplan with updates given to the HiAP Committee at a later date.

13.2 FISCAL IMPACT: The City Manager’s Office included in the FY 2025 adopted budget $25,000 towards compensation for advisory body members’ engagement. Recommendation is to keep this amount as budgeted and analyze the stipend programs opt-in and waive trends for the first quarter after it goes into effect and report back to the HiAP Committee.

Prepared By:

Marisol Gómez
Assistant Director of Finance
Submitted By:

Elizabeth Cabell
Director of Finance
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. RESOLUTION.DOCX

2. COUNCIL POLICY 5.19 - STIPEND FOR ADVISORY BODY MEMBERS.DOC

13.3 RESOLUTION NO. NS-XX,XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CRUZ APPROVING COUNCIL POLICY 5.19 STIPEND FOR ADVISORY BODY MEMBERS WHEREAS, the HiAP City Council Committee 2024 multi-year workplan included directing staff to create a timeline on putting in place a process for compensation of commissioner and committee members who identify as representing a historically under-served or underrepresented group; and WHEREAS, the City Manager’s Office included in the FY 2025 budget $25,000 to go towards compensation for commissioner/committee members’ engagement; and WHEREAS, the City staff in conjunction with the HiAP Committee developed Council Policy 5.19 Stipend for Advisory Body Members; and
WHEREAS, staff recommended a stipend of $75.00 per public meeting ; and WHEREAS, advisory body members may elect to opt-in or waive the stipend. Receipt or waiver of stipend will not affect eligibility or selection for appointments; and WHEREAS, the stipend program will run on a fiscal year cycle, and only for which there is an appropriation, until the budget is expended; and
WHEREAS, the policy states criteria to be met in order to be eligible for a stipend; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Cruz as follows:

The Council Policy 5.19 Stipend for Advisory Body Members will go into effect January 1, 2025.

PASSED AND ADOPTED this 27th day of August, 2024 by the following vote:

AYES:

NOES:

ABSENT:

DISQUALIFIED:

APPROVED: ______________________________
Fred Keeley, Mayor
ATTEST: _________________________________
Bonnie Bush, City Clerk Administrator

13.4 ATTACHMENT 1
COUNCIL POLICY 5.19
POLICY TITLE: STIPEND FOR ADVISORY BODY MEMBERS
POLICY STATEMENT:

This policy pertains to all meetings of the advisory bodies and is established to recognize the value of a representative government by reducing the barriers to public engagement by providing a stipend for which members may opt-in to receive a stipend upon adhering to the criteria and procedures stated herein. Receipt or waiver of stipend will not affect eligibility or selection for appointments.

This policy will go into effect as of January 1, 2025, or for the Planning Commission and Board of Building Appeals, once the respective ordinance allows, whichever is later. The stipend program will run on a fiscal year cycle, and only for which there is an appropriation, until the budget is expended.

Section 1 – Eligibility Criteria
Stated below are the criteria to be met in order to be eligible for a stipend:

1. The members of each board, commission, and committee, as outlined in Council Policy Section 5, will be eligible to receive a $75.00 stipend for each public meeting they attend pursuant to their duties, if they opt in to receive the stipend.

2. The stipend shall not be paid to City employees or employees of other public agencies who serve on City commissions, committees, and boards as part of their official duties.

3. This includes regular meetings and special meetings where:
a. the meeting must contain an actionable item, general business, and/or presentation of agendized materials of at least 1 (one) hour; b. a quorum must be established;
c. meeting minutes must be taken;
d. no payment will be provided for cancelled meetings (no quorum) or those less than 60 (sixty) minutes

4. No member shall opt-in for simultaneous stipends.

Section 2 – Opt-in or Waiver of Stipend
Stated below are procedures to be followed in order to opt-in to receive the stipend:

1. After a member has been appointed, a staff liaison will send the City of Santa Cruz Advisory Body Stipend Form for selection of stipend opt-in or waiver, and submittal of corresponding documents needed to process the stipend.

13.5 2. Members receiving a stipend must complete and submit the W-9 Form in order to be registered as a payee of City of Santa Cruz in the City's vendor system, and also a Vendor ACH form to receive electronic payments.

3. Payments will be disbursed on a quarterly basis, contingent upon scheduled meetings and attendance.

4. Travel, meeting and conference expenditures explained in Council Policy 5.13 are not included as part of the $75.00 per public meeting stipend.

5. The City may issue an IRS Form 1099 for stipend payments totaling $600 or more annually. Stipend payments may be taxable income. Please consult your tax professional for more information.

Section 3 – Payment of Stipend
Stated below are procedures for the staff liaison to follow in order to pay out the stipend:

1. After a member has been appointed, a staff liaison will send the City of Santa Cruz Advisory Body Stipend Form for selection of stipend opt-in or waiver to the member, and track receipt of the completed Stipend Form, W-9, and Vendor ACH Form.

2. A staff liaison from each board, commission, and committee shall track attendance for payment of the stipend in accordance with Section 1.

3. Quarterly, the staff liaison shall complete a Claim Form with the attendance backup and submit in accordance with the current Accounts Payable process.

4. Staff Liaison shall keep all documentation organized and in accordance with the City’s retention policies.

13.6 City Council

AGENDA REPORT
DATE: 08/07/2024
AGENDA OF: 08/27/2024
DEPARTMENT: Finance
SUBJECT: Liability Claims Filed Against the City of Santa Cruz (FN) RECOMMENDATION: Motion to reject the liability claims of 1) David Santana Mata, 2) State Farm Insurance, and 3) Efrain and Maritza Ayala Talamantes Haro; based on staff recommendation.

BACKGROUND: N/A.

DISCUSSION: . Claims to be rejected:

1. Claimant: David Santana Mata
Date of occurrence: 7/9/2024
Date of claim: 7/15/2024
Amount of claim: $10,000.00
Claimant seeks damages related to alleged police actions.

Self-Represented

2. Claimant: State Farm Insurance
Date of occurrence: 2/4/2024
Date of claim: 7/3/2024
Amount of claim: $18,445.04
Claimant seeks reimbursement for alleged damages to their insured’s vehicle caused by a tree.

Self-Represented

3. Claimant: Efrain and Maritza Ayala Talamantes Haro
Date of occurrence: 1/16/2023
Date of claim: 7/15/2024
Amount of claim: Unspecified
Claimants seek reimbursement for alleged damages to their property that were caused by City stormwater infrastructure.

Self-Represented

14.1 FISCAL IMPACT: No fiscal impact.

Prepared By:

Ross Brandon
Risk & Safety Manager
Submitted By:

Elizabeth Cabell
Finance Director
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

None.

14.2 City Council

AGENDA REPORT
DATE: 08/08/2024
AGENDA OF: 08/27/2024
DEPARTMENT: Finance
SUBJECT: Award Contract for Disaster Cost Recovery Services (FN) RECOMMENDATION: Motion to:
1) Award a three-year contract for Disaster Cost Recovery Services to Integrated Solutions Consulting (ISC) beginning on August 27, 2024, and ending June 30, 2025, 2026, and 2027 (with an option for an additional two years for Fiscal Years ending June 30, 2028, and 2029); 2) Authorize the City Manager to execute an agreement in a form approved by the City Attorney with ISC; and
3) Authorize the Finance Director to execute any amendments that may be needed for new emergencies during the course of the contract.

BACKGROUND: In order to manage and capture funds available from FEMA for ongoing disaster costs and to be prepared for any new disasters that may occur, this Professional Service Agreement is essential to assist staff members in continuing to produce and improve internal controls and to ensure all state and federal cost recovery takes place without issue. This is to assure we can meet all requirements, including processes, procedures and all specifications are being followed, audit findings are minimized, timelines are met, and overall project execution is done in a compliant manner. An important part in Disaster Cost Recovery is maintaining detailed internal controls and is emphasized significantly in the federal grant management guidelines. The Disaster Cost Recovery consultant contract will be managed within the Finance Department and will work in conjunction with our OES and EOC Director staff member.

DISCUSSION: On April 17, 2024, a Request for Proposal (RFP) was released for Disaster Cost Recovery Services with the following schedule:
• Release of RFP – April 17, 2024
• Deadline for written questions – April 22, 2024
• Proposals due – May 13, 2024
The RFP was sent through our purchasing online services, OPENGOV Procurement, and outreach also included the California Society of Municipal Finance Offices (CSMFO) website.

15.1 In response to the City’s RFP, proposals were received from four firms. A four-person evaluation committee consisting of the Assistant Finance Director, Assistant Director of Public Works, Risk and Safety Manager and OES Manager/Principal Management Analyst independently evaluated the four qualified proposals, and later interviewed the top three firms on May 27, 2024.

The proposals were evaluated using the following criteria:
• Adherence to the RFP requirements
• Firm background Information
• Firm qualifications, expertise, and experience
• Technical approach and work plan
• Cost Proposal
• References
• Quality of presentation
The three firms interviewed were:
• Integrated Solutions Consulting (ISC)
• GrantCity Consulting, LLC
• MGT of America Consulting, LLC
A copy of the cumulative scoring is attached.

ISC offers the expertise needed in this type of work which is highly specialized and requires detailed knowledge of FEMA and CalOES procedures, systems and protocols. Depending on any given disaster the work and the workload can sometimes be beyond the ability of staff to perform, however ISC will be supported by staff in Finance and Fire and will coordinate with all departments that may have disaster projects. ISC has specialized experience with submitting Category Z (administration costs) to FEMA for reimbursement and will assist Finance staff in any reporting and subsequent submittals needed to receive available FEMA funding.

FISCAL IMPACT: Appropriations for this contract are in the Finance Department's Fiscal Year 2025 General Fund budget. No additional appropriations are needed for Fiscal Year 2025.

Each task order assignment cannot exceed $100,000. Each fiscal year spend cannot exceed $120,000.

Prepared By:

Denise Reid
Principal Management
Analyst
Submitted By:

Elizabeth Cabell
Finance Director
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. PROFESSIONAL SERVICES AGREEMENT FOR DISASTER COST RECOVERY.PDF

2. RFP FN-0125 CUMULATIVE SCORE SHEET.PDF

3. ISC INTERVIEW PRESENTATION.PDF

15.2 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 1
Professional Services Agreement With

INTEGRATED SOLUTIONS CONSULTING
For DISASTER COST RECOVERY
THIS AGREEMENT for professional services is made by and between the City of Santa Cruz (“City”) and Integrated Solutions Consulting, Inc. (“Consultant”) (each is referred to individually as a “Party” and collectively, as the “Parties”) as of August 27, 2024 (the “Effective Date”).

NOW, THEREFORE, in consideration of each other’s mutual promises, the Parties hereto agree as follows:

SECTION 1: SCOPE OF WORK
Consultant will furnish services as defined and described in the Scope of Work, attached hereto as Exhibit A and incorporated herein.

SECTION 2: RESPONSIBILITIES OF CONSULTANT
All work performed by Consultant, or under Consultant’s direction, shall be rendered in accordance with the generally accepted practices, and to the standards of, Consultant's profession. Consultant represents and agrees that Consultant: (i) is fully experienced and properly qualified to perform the work and services provided for herein, (ii) has the financial capability required for the performance of the work and services, and (iii) is properly equipped and organized to perform the work and services in a competent, timely, and proper workmanlike/professional manner, in accordance with the requirements of this Agreement.

Consultant shall not undertake any work beyond the Scope of Work set forth in Exhibit A unless such additional work is approved in advance and in writing by City. The cost of such additional work shall be reimbursed to Consultant by City on the same basis as provided for in Section 4.

If, in performing the work, it is necessary to conduct field operations, security and safety of the job site will be the Consultant's responsibility excluding, the security and safety of any facility of City within the job site which is not under the Consultant's control.

Consultant shall meet with Elizabeth Cabell, Director of the Finance Department, hereinafter called "Director", or other designated and authorized City personnel, or third parties as necessary, on all matters connected with carrying out of Consultant’s services described in Exhibit A. Such meetings shall be held at the request of either Party. Review and City approval of completed work shall be obtained monthly, or at other intervals as may be mutually agreed upon during the course of this Agreement. Review, approval, or acceptance of Consultant’s work by City or others shall not relieve Consultant from responsibility for errors and omissions in Consultant’s work.

Consultant is entitled to reasonably rely upon the accuracy and completeness of such data and information, and Consultant shall provide City prompt written notice of any known defects in such data and information.

The Director may authorize a staff person to serve as his or her representative. The work in progress shall be reviewed at such intervals as may be mutually agreed upon between the Parties. The City will be the sole judge of acceptable work, provided that such approval will not be unreasonably withheld or delayed. If the work is not acceptable, City will inform Consultant of the changes or revisions necessary to secure approval.

15.3 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 2
SECTION 4: FEES AND PAYMENT
For services actually performed, the City will compensate Consultant at the rates set forth in the Fee Schedule detailed in Exhibit B and in accordance with the terms set forth therein. Payment for Consultant's services in carrying out the entire Scope of Work shall be made within the budget limit, or limits shown, upon Exhibit B.

Markups shall not be charged for any approved sub-consultants or subcontractors.

Consultant agrees that the payments to Consultant specified in this Section 4 will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Such payments shall be considered the full compensation for all personnel, materials, supplies, and equipment used by Consultant in the Scope of Work Where conflicts regarding compensation may occur, the provisions of this section apply.

Upon receipt of a written task order assignment issued by the Finance Director or designee, Consultant agrees to proceed with all professional services necessary for the performance, in proper sequence and in the time specified, of the items of work as hereinafter set forth. Services will be subject to review and administration by the Finance Director or designee. All the services required hereunder will be performed by Consultant or under Consultant’s supervision, and all personnel engaged in the work shall be fully qualified and authorized or permitted under state and local law to perform such services.

Variations from the budget for each task which are justified by statements indicating personnel time expended and submittal of a revised budget are only allowed with prior City approval; however, in no event shall the total fee charged each task order assignment exceed the budget of $100,000 per task order, and not to exceed $120,000 per Fiscal Year without advance written City authorization in the form of an amendment or change order. In no event shall Contractor’s compensation exceed the total amount identified in the executed task order agreement.

Invoices shall detail the time worked by each class of employee on each task and the expenses incurred for which billing is made. Invoices shall indicate the percentage completion of each work task as identified in the Scope of Work in Exhibit A and the overall percentage of completion of the total required services. In the event that Contractor is working on multiple disaster events at the same time, the time sheets must be separated for each disaster event.

Unless otherwise specified in the fee schedule, payments shall be made monthly by the City within 30 days based on itemized invoices from the Consultant which list the actual costs and expenses.

All invoices shall contain the following affidavit signed by Consultant (if individual) or by an authorized representative of Consultant (if Consultant is an entity):
"I hereby certify [or as an authorized representative of Consultant] that the charge of (Insert invoice amount) as summarized above and shown in detail on the attachments is in accordance with the terms of Agreement dated (Insert Agreement Date) and has not been previously paid."
This Agreement is contingent upon the appropriation of sufficient funding by the City for the services covered by this Agreement. If funding is reduced or deleted by the City for the services covered by this Agreement, the City has the option without penalty or liability to either terminate this Agreement or to offer an amendment to this Agreement indicating the reduced amount.

The City shall not be responsible for any travel, meal, or lodging reimbursements to Consultant and/or Consultant’s employees.

15.4 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 3
SECTION 5: CONTRACT PROVISIONS FOR NON—FEDERAL ENTITIES UNDER FEMA If the Scope of Work indicates that the Services include Services procured by the City as a Non-Federal Entity, then the contract provisions set forth on Exhibit E (the “FEMA Contract Provisions”) shall apply to this Agreement, and in the event of any conflict or inconsistency between the FEMA Contract Provisions and another other terms set forth in this Agreement, the FEMA Contract Provisions shall control in all respects.

SECTION 6: CHANGES IN WORK
City may negotiate changes in the Scope of Work. No changes in the Scope of Work shall be made without the written approval of City and Consultant. Any change requiring compensation in excess of the sum specified in Exhibit B shall be approved in advance in writing by the City. Only City’s authorized representative(s) is authorized to approve changes to this Agreement on behalf of City.

SECTION 7: TERM AND SCHEDULE
The term of this Agreement shall be for three years beginning on the effective date of this Agreement and terminating on August 27, 2027. OPTIONAL: At the option of the City, this Agreement may be renewed annually for up to an additional five years (each at a one-year renewal) under the same contractual terms and conditions by letter agreement.

Consultant shall begin work as specified in a written authorization (e.g., Notice to Proceed) to perform services.

The written authorization to perform work shall not be issued until after this Agreement has been approved and authorized by the City.

The Work Schedule for completion of the work shall be as shown upon Exhibit C. In the event that major changes are ordered, the schedule for completion as stated in Exhibit C may be adjusted by City so as to allow Consultant a reasonable period of time within which to complete any additional work which may be required as a result of the ordered changes.

Neither party will be held responsible for delay or default caused by declared emergencies, natural disasters, or any Force Majeure event which is beyond the party's reasonable control. Consultant will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement.

The City reserves the right to obtain the item(s) and/or services covered by this Agreement from another source during any on-going suspension of service due to the circumstances outlined above.

Consultant acknowledges that it is necessary for Consultant to complete its work on or before the completion date set forth in Exhibit C in order to allow the City to achieve its objectives for entering into this Agreement. The Parties therefore agree that time is of the essence in the performance of this Agreement.

SECTION 8: TERMINATION
The City may terminate the Agreement for any reason by providing written notice to Consultant not less than 10 calendar days prior to an effective termination date.

The City may, at its option, allow Consultant to cure its failure to perform within 10 business days (or longer period authorized in writing by the City) from the date of the City’s termination notice. The termination shall be become effective if Consultant has not cured within the specified time period to the City’s satisfaction.

15.5 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 4
Consultant may terminate this Agreement for cause if the City fails to cure a material default in performance within a period of 30 calendar days (or such longer period agreed to by the Consultant), from the date of the Consultant’s written termination notice specifying the default in performance. Consultant must provide a written notice of termination to the City not less than 30 calendar days of the effective termination date.

The City’s only obligation to the Consultant will be just and equitable payment for services authorized by, and received to the satisfaction of, the City up to and including the effective date of termination less any amounts withheld. All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. In the event of Consultant’s failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set-off until such time as the exact amount of damages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City under the Agreement. No other compensation will be payable for anticipated profit on unperformed services.

SECTION 9: INSURANCE
Prior to the beginning of and throughout the duration of the Agreement, Consultant will maintain and comply with the Insurance Requirements as set forth in Exhibit D. Consultant will insure the City against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder. The insurance coverages required shall not in any way limit the liability of the Consultant.

SECTION 10: INDEMNIFICATION
Consultant agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless the City, its officials, officers, employees, agents, and volunteers (collectively, “Indemnitees”) from and against any and all liability, claim, action, loss, injury, damage, judgment, or expense, including attorneys’ fees and costs (“Losses”) caused by or resulting from the negligence, recklessness, or willful misconduct of Consultant, Consultant’s officers, employees, agents, or subcontractors in any way related to this Agreement. Consultant’s duty to indemnify and hold harmless Indemnitees shall not apply to the extent such Losses are caused by the sole or active negligence or willful misconduct of Indemnitees. Consultant’s obligation to defend shall arise regardless of any claim or assertion that Indemnitees caused or contributed to the Losses.

In the event this Agreement involves the performance of design professional services by Consultant, Consultant’s officers, employees, agents, or subcontractors, Consultant’s costs to defend Indemnitees shall not exceed the Consultant’s proportionate percentage of fault per Civil Code §2782.8. This section shall survive the termination or expiration of this Agreement.

15.6 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 5
responsible for ensuring that effective policies and procedures concerning the prevention of abusive conduct, discrimination, harassment, and retaliation exist in Consultant’s business organization. The City’s current Equal Employment Opportunity and Non-Discrimination policies to which this Section applies may be viewed at http://www.codepublishing.com/CA/SantaCruz/?SantaCruz09/SantaCruz0983.html and http://www.cityofsantacruz.com/home/showdocument?id=59192.

SECTION 12: LEGAL ACTION/ATTORNEYS’ FEES
If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief. The laws of the State of California, with jurisdiction in the Santa Cruz County Superior Court, shall govern all matters relating to the validity, interpretation, and effect of this Agreement and any authorized or alleged changes, the performance of any of its terms, as well as the rights and obligations of Consultant and the City.

SECTION 13: AMENDMENTS
This Agreement may not be amended in any respect except by way of a written instrument which expressly references and identifies this particular Agreement, which expressly states that its purpose is to amend this particular Agreement, and which is duly executed by the City and Consultant. Consultant acknowledges that no such amendment shall be effective until approved and authorized by the City’s authorized representative. No representative of the City is authorized to obligate the City to pay the cost or value of services beyond the scope of servicesset forth in Exhibit A. Such authority is retained solely by the City Manager, Director, or their designee.

Unless expressly authorized by the City Manager or Director, Consultant’s compensation shall be limited to that set forth in Exhibit B, Fee Schedule.

SECTION 14: MISCELLANEOUS PROVISIONS

Consultant shall replace the project manager or key staff upon Director’s request due to Director’s concern about their performance. Otherwise, no change in assignment by the Consultant may occur without prior written approval of the City.

2. Consultant Services Only. Consultant is employed to render professional services only and any payments made to Consultant are compensation solely for such professional services.

3. Independent Contractor. In the performance of this Agreement, it is expressly understood that Consultant, including each of Consultant’s employees, agents, subcontractors or others under Consultant’s supervision or control, is an independent contractor solely responsible for its own acts and omissions, and shall not be considered an employee of the City for any purpose. Consultant agrees to indemnify, defend and hold harmless the City, its officials, officers, employees, and agents against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

15.7 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 6

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

Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Santa Cruz, its officers, officials, employees, agents, and volunteers as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing.

Consultant shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors or subconsultants, and of persons either directly or indirectly employed by them, or acting on Consultant’s behalf pursuant to this Agreement, as it is for the acts and omissions of persons directly employed by Consultant. Consultant’s obligation to pay its subconsultants is an independent obligation from the City’s obligation to make payments to the Consultant.

6. Assignment. This Agreement shall not be assigned without first obtaining the express written consent of the Director or after approval of the City Council. Neither party may assign this Agreement unless this Agreement is amended in accordance with its terms.

7. Conflicts of Interest. Consultant agrees to comply with conflict of interest laws in performing the work and services under this Agreement. Consultant covenants (on behalf of Consultant and Consultant’s employees, agents, representatives, and subcontractors) that there is no direct or indirect interest, financial or otherwise, which would conflict in any manner or degree with the performance of services required under this Agreement. Consultant acknowledges and agrees to comply with applicable provisions of conflict of interest law and regulations, including the CA Political Reform Act, Sections 1090 and 87100 of the Government Code, and the City’s conflict of interest code. Consultant will immediately advise City if Consultant learns of a conflicting financial interest of Consultant during the term of this Agreement.

8. City Property. The work, or any portion, of Consultant in performing this Agreement shall become the property of City. The Consultant may be permitted to retain copies of such work for information and reference in connection only with the provision of services for the City. All materials and work product, whether finished or unfinished, shall be delivered to City upon completion of contract services or termination of this Agreement for any reason. Consultant acknowledges and agrees that the work product shall be considered a work made for hire within the meaning of the patent and copyright laws of the United States; and Consultant agrees that all copyrights which arise from creation of project-related documents and materials pursuant to this Agreement shall be vested in the City and Consultant waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. Any work product related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein. Consultant’s final deliverables shall comply with Section 508 (29 U.S.C. Section 794d) accessibility requirements, as applicable.

9. Intellectual Property and Indemnity. Consultant represents to City that, to the best of Consultant’s knowledge, any Intellectual Property (including but not limited to: patent, patent application, trade secret, copyright and any applications or right to apply for registration, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right) in connection with any services and/or products related to this Agreement does not violate or infringe upon any Intellectual Property rights of any other person or entity.

15.8 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 7
To the fullest extent permitted by law, Consultant agrees to indemnify, defend, and hold harmless City, its officials, officers, employees, and agents, from any and all claims, demands, actions, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) arising out of a claim of infringement, actual or alleged, direct or contributory, of any Intellectual Property rights in any way related to Consultant’s performance under this Agreement or to the City’s authorized intended or actual use of Consultant’s product or service under this Agreement. This provision shall survive termination or expiration of this Agreement.

If any product or service becomes, or in the Consultant’s opinion is likely to become, the subject of a claim of infringement, the Consultant shall, at its sole expense: (i) provide the City the right to continue using the product or service; or (ii) replace or modify the product or service so that it becomes non-infringing; or (iii) if none of the foregoing alternatives are possible even after Consultant’s commercially reasonable efforts, in addition to other available legal remedies, City will have the right to return the product or service and receive a full or partial refund of an amount equal to the value of the returned product or service, less the unpaid portion of the purchase price and any other amounts, which may be due to the Consultant. City shall have the right to retrieve its data and proprietary information at no charge prior to any return of the product or termination of service.

Consultant shall not acquire ownership interest in the City’s Confidential Information. b. Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City Data and Confidential Information, protect against any anticipated threats or hazards to the security or integrity of City Data and Confidential Information, protect against unauthorized access to or use of City Data and Confidential Information that could result in substantial harm or inconvenience to City or any end users; and ensure the proper return and/or disposal of City Data and Confidential Information upon termination of this Agreement with notice to the City. c. Consultant shall take appropriate action to address any incident of unauthorized access to City Data and Confidential Information, including addressing and/or remedying the issue that resulted in such unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data and Confidential Information, or any other breach in Consultant’s security that materially affects City or end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Consultant’s sole expense. Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations.

15.9 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 8
d. Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including attorneys’ fee and costs) arising out of, or in connection with, the unauthorized use, access, and/or disclosure of City Data and/or Confidential Information by Consultant and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of the City. This provision shall survive the termination or expiration of this Agreement.

11. Consultant's Records/Audits. Consultant shall maintain accurate accounting records and other written documentation pertaining to the costs incurred relating to this Agreement for examination and audit by the City, State, or federal government, as applicable, in compliance with Gov. Code §8546.7 for a contract in excess of $10,000, or in compliance with other applicable federal laws (e.g. 48 CFR 31) or regulations for a period of three (3) years from: the date of the final City payment for Consultant's services, or from the date of final disposition of real property or equipment acquired with federal funds, or date of the termination of this Agreement, whichever is later. If Consultant engages a subcontractor to perform work related to this Agreement with a cost of $10,000 or more over a 12-month period, such subcontract shall contain these same requirements. This provision shall survive the termination of this Agreement.

12. California Public Records Act. City is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Consultant’s proprietary information is contained in documents or information submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information “Confidential and Proprietary,” and identify the specific lines containing the information. In the event of a request for such information, City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief, or other appropriate remedy from a court of law in Santa Cruz County before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability. Consultant further agrees that it shall defend, indemnify and hold City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney’s fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant.

13. Compliance with Laws. All activities of Consultant, its employees, subcontractors and/or agents will be carried out in compliance with all applicable federal, state, and local laws and regulations. Consultant further agrees to comply with the covenant of good faith and fair dealing and other provisions of Santa Cruz Municipal Ordinance chapter 3.09, or otherwise Consultant may be subject to penalties including being declared an irresponsible contractor.

14. Licensure. Consultant agrees that Consultant, its subcontractors and/or agents (if any) has/have complied with all applicable federal, state, and local licensing requirements and agrees to provide proof of a current City of Santa Cruz Business Tax Certificate if:
• Consultant, its subcontractor(s) and agent(s) or its business is/are located in the City of Santa Cruz; • Will perform actual work in the City of Santa Cruz for 6 or more days annually; or • Will use company vehicles to deliver within the City of Santa Cruz for 6 or more days annually.

For additional information and licensing requirements, view the City’s Business Licenses and Permits webpage or call the Revenue and Taxation division at 831/420-5070.

15. Living Wage. Every contract for services to the City for $10,000 or more, is subject to City of Santa Cruz Living Wage Ordinance number 2000-25. If applicable, Consultant agrees to comply with the requirements of the Living Wage ordinance as provided in Santa Cruz Municipal Code Chapter 5.10.

15.10 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 9

16. Prevailing Wages for Public Work. To the extent that the work or services to be performed under this Agreement may be considered a “public work” (construction, alteration, demolition, or repair work) pursuant and subject to Labor Code section 1720 et seq., Consultant (and any subconsultant performing the work or services) shall conform to any and all prevailing wage requirements applicable to such work/and or services under this Agreement. Consultant (and any subconsultant) shall adhere to the prevailing wage determinations made by the Director of Industrial Relations (DIR) pursuant to California Labor Code Part 7, Chapter 1, Article 2, applicable to the work, if any. All workers employed in the execution of a public works contract (as such term is defined California Labor Code section 1720 et seq. and section 1782(d)(1)) must be paid not less than the specified prevailing wage rates for the type of work performed. (CA Labor Code sections 1720, 1774 and 1782.) To the extent applicable to the scope of work and services under this Agreement, Consultant agrees to be bound by the state prevailing wage requirements, including, but not limited to, the following:
a. If a worker is paid less than the applicable prevailing wage rate owed for a calendar day (or any portion thereof), Consultant shall pay the worker the difference between the prevailing wage rate and the amount actually paid for each calendar day (or portion thereof) for which the worker(s) was paid less than the prevailing wage rate, as specified in Labor Code section 1775; b. Consultant shall maintain and make available payroll and worker records in accordance with Labor Code sections 1776 and 1812;
c. If Consultant employs (and/or is legally required to employ) apprentices in performing the work and/or services under this Agreement, Consultant shall ensure compliance with Labor Code section 1777.5; d. Consultant is aware of the limitations imposed on overtime work by Labor Code sections 1810 et seq. and shall be responsible for any penalties levied in accordance with Labor Code section 1813 for failing to pay required overtime wages;
e. Consultant shall post a copy of the applicable wage rates at each jobsite at a location readily available to its workers.
f. Any failure of Consultant and/or its subconsultant to comply with the above requirements relating to a public work project shall constitute a breach of this Agreement that excuses the City’s performance of this Agreement at the City’s sole and absolute option and shall be at the sole risk of Consultant.

Consultant on behalf of itself and any subconsultant, agree to indemnify, defend and hold harmless the City and its officials, officers, employees, and agents from and against any and all claims, liabilities, losses, costs, expenses, attorney’s fees, damages, expenses, fines, financial consequences, interest, and penalties, of any kind or nature, arising from or relating to any failure (or alleged failure) of the Consultant and any subconsultant to pay prevailing wages or to otherwise comply with the requirements of prevailing wage law relating to a public work. g. Consultant acknowledges that it and/or any subconsultant may not engage in the performance of any contract for public work unless currently registered with the DIR and qualified to perform public work pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

17. Storm Water Requirements. To the extent applicable to the Scope of Work under this Agreement, Consultant, Consultant’s employees, subcontractors, and agents are required to abide by the applicable City of Santa Cruz Storm Water Best Management Practices (BMPs) for the duration of the work. The City’s mandatory Storm Water BMPs, which are listed according to the type of work, operations, or business, are located on the City website at: https://www.cityofsantacruz.com/government/citydepartments/public-works/stormwater/best-management-practices

15.11 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 10

18. Dispute Resolution. The Parties agree to attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested. Promptly upon such notification, the Parties shall meet at a mutually agreeable time and place in order to exchange relevant information and perspective, and to attempt to resolve the dispute. In the event that no resolution is achieved, and if, but only if, the parties mutually agree, then prior to pursuing formal legal action, the parties shall make a good faith effort to resolve the dispute by non-binding mediation or negotiations between representatives with decision-making power, who, to the extent possible, shall not have had substantive involvement in the matters of the dispute. To the extent that the dispute involves or relates to a public works project, the Parties agree to attempt to resolve the dispute by complying with the claims process as set forth in Public Contract Code sections 9204(e), 20104-20104.6, but without waiving the requirements of the California Tort Claims Act, Gov’t Code section 800 et seq. unless otherwise agreed to by the Parties.

19. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, a strike, lockout or other labor difficulty, or other peril, which is beyond the reasonable control of the affected party and without the negligence of the respective Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, the only remedy is that there may be an equitable adjustment of the schedule based on City’s sole discretion.

20. Complete Agreement. This Agreement, along with any attachments, is the full and complete integration of the Parties’ agreement with respect to the matters addressed herein, and that this Agreement supersedes any previous written or oral agreements between the Parties with respect to the matters addressed herein. Unless otherwise stated, to the extent there is any conflict between this Agreement and any other agreement (written or oral), the terms of this Agreement shall control.

21. Severability. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions unenforceable, invalid or illegal.

22. Waiver. Waiver by any party of any portion of this Agreement shall not constitute a waiver of the same or any other portion hereof.

23. Governing Law. This Agreement shall be governed by and interpreted in accordance with California law.

24. Contract Interpretation. Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

25. MacBride Principles/Peace Charter. City of Santa Cruz Resolution NS-19,378 (7/24/90) encourages all companies doing business in Northern Ireland to abide by the MacBride Principles and Peace Charter.

15.12 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 11
account, in which case notice is effective when delivered; (c) priority U.S. Mail, in which case notice shall be deemed delivered on the second business day after the deposit thereof with the U.S. Postal Service.

Notices shall be addressed to recipient as follows:

To CITY:

Finance Department
Denise Reid
1200 Pacific Avenue
Suite 290, Santa Cruz, Ca 95060
[email protected]
(831) 420-5068
To CONSULTANT:

Integrated Solutions Consulting
Dan Martin
220 S Buchanan Street
Edwardsville, Il
[email protected]
(847) 737-5395
Changes to the above information shall be given to the other party in writing ten (10) business days before the change is effective.

A scanned, electronic, facsimile or other copy of a party’s signature shall be accepted and valid as an original.

28. Warranty of Authority. The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement. [SIGNATURES ON FOLLOWING PAGE]

15.13 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 12
Signature Requirements for Corporation: 2 officer signatures required (one from each group, unless person signing holds officer positions in both Group 1 and 2):

Group 1: Chief Executive Officer, Chairman of the Board, President, or Vice President Group 2: Secretary, Assistant Secretary, Chief Financial Officer, Treasurer, Assistant Treasurer Approved As To Form:

By: _____________________________ Date: _________________ Office of the City Attorney

CITY OF SANTA CRUZ
By: _____________________________ Date: _________________ Matt Huffaker
City Manager

CONSULTANT
By: _____________________________ Date: _________________ Printed: ___________________________ Title: __________________ By: _____________________________ Date: _________________ Printed: ___________________________ Title: __________________ July 19, 2024
7/26/24
Daniel Martin President
7/26/24
Daiko Abe Secretary

15.14 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 13
EXHIBIT A: SCOPE OF WORK

City and Consultant agree that Consultant will provide on-call services pursuant to this Agreement and during the Agreement Term. For each on-call project, City and Consultant agree to enter into a separate written task order agreement, per the example in Exhibit C, that will include the requirements for the task, if different from what is specified in this Scope of Work, Consultant’s total fee for the task, task schedule, and any additional project information. Each task order project’s Scope of Work will refer to this Agreement and when signed by the City, will be incorporated into this Agreement and must be signed by the City to be valid.

Upon receipt of a written task order issued by the Finance Director or designee, Consultant agrees to proceed with all professional services necessary for the performance, in proper sequence and in the time specified, of the items of work as hereinafter set forth. Services will be subject to review and administration by the Finance Director or designee. All the services required hereunder will be performed by Consultant or under Consultant’s supervision, and all personnel engaged in the work shall be fully qualified and authorized or permitted under state and local law to perform such services.

1. Provide technical advisory services related to debris removal, permanent repairs, and recovery from disasters.
o Make recommendations on allowable vs unallowable based on the current version of the Proposal & Award Policies & Procedures Guide (PAPPG) and any supplemental disaster specific documentation in effect

2. Provide support and coordination in conjunction with the City, County and Special Districts navigating cost recovery.

3. Create and maintain critical contract lists and project tracking mechanisms to include timelines and deadlines.
o Consultant should be familiar with FEMA and Cal OES portals

4. Assist the City during Applicant Briefings with FEMA and Cal OES, assisting with relationship development, requesting additional programmatic details and clarifications that will assist the City during the grant process.

5. Contractor may be required to work remotely and/or at the City when needed.

6. Represent the City by attending or hosting meetings with FEMA, Cal OES or other agencies as needed on behalf of the City.
o Consultant should be well equipped to utilize and host virtual meeting platforms o As a representative of the City the Consultant is expected to maintain professionalism with all communications

7. Ensure all proper documentation including (ICS Activity Log 214’s, ICS 213’s and sign-in sheets, etc.) have been completed.

8. Assist the City in the creation of project worksheets required by FEMA and/or Cal OES, collect and review contracts for FEMA and/or Cal OES compliance.
o Consultant should have advanced experience of Excel

9. Coordinate with mutual aid agencies that may respond regarding their request for reimbursement packets.

15.15 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 14

10. Generate time extension requests to FEMA and/or other Federal grants and Cal OES when necessary.

11. Audit for missing documents and work with the appropriate departments to obtain any documents. o Care should be taken to be strategic and not to overburden staff or create duplicate requests for information

12. Work with the City to resolve disputes with FEMA, Cal OES, or other agencies as may be necessary, including but not limited to the preparation of appeals. o Cost benefit analysis should be done for each Appeal and provided and approved by the City before continuing.

13. Ensure that project completion includes an organized compilation of documentation in electronic format for audit purposes and document retention requirements. o Organization should include version control of iterations of information sent for each request o Consultant will be given access to the City’s drive to save and organize files for sharing o The City uses Office 365 and will be using Teams for additional document sharing

14. Provide written monthly status report on all active disasters o Report should include breakdown for each disaster and project o Report should include status of outstanding questions and pending items

15. Assist with grant closeout and Final Inspection

16. Track and assist in the reconciliation of notice of obligations, payments, and retention throughout the life of the disaster

17. Manage potential audits with the City, State Controller’s Office, and Federal Office of Inspector General in relation to the disasters
Please Note: More details can be found in the Vendors Disaster Cost Recovery Proposal

15.16 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 15
EXHIBIT B: FEE SCHEDULE
City and Consultant agree that Consultant will provide on-call services pursuant to this Agreement and during the Agreement Term. For each on-call project, City and Consultant agree to proceed pursuant to the task order, which will set the limit for the fee for the task, with no task to exceed $100,000. Billing for time will be based on the following hourly rates.

15.17 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 16
Total Fiscal Year NTE Amount
Fiscal Year 2025 - August 27, 2024 - June 30, 2025 $120,000 Fiscal Year 2026 – July 1, 2025 – June 30, 2026 $120,000 Fiscal Year 2027- July 1, 2026 – June 30, 2027 $120,000 Each Task Order Assignment NTE $100,000

15.18 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 17
EXHIBIT C: WORK PLAN
City and Consultant agree that Consultant will provide on-call services pursuant to this Agreement and during the Agreement Term. For each on-call project, City and Consultant agree to enter into a separate written task order that will set the Work Schedule for that task.

Providing disaster recovery technical assistance and support to the City of Santa Cruz requires a technical contractor that not only offers recognized subject matter specialists, but also a team that will assist the City in fostering, building, and maintaining a collaborative and cooperative relationship with the project team, with other City departments and offices, and stakeholder partners. Because the tasks as specified in the Statement of Work are broad in nature and interdependent of different disaster declarations and federal disaster assistance programs, ISC provide a framework to execute each work order in the most efficient manner. Our framework is depicted in the phases provided below.  Phase 1: Project Start Up
 Phase 2: Project Execution and Quality Assurance
 Phase 3: Project Closeout
Upon receipt of a written task order issued by the Finance Director or designee, Consultant agrees to proceed with all professional services necessary for the performance, in proper sequence and in the time specified, of the items of work as hereinafter set forth. Services will be subject to review and administration by the Finance Director or designee. All the services required hereunder will be performed by Consultant or under Consultant’s supervision, and all personnel engaged in the work shall be fully qualified and authorized or permitted under state and local law to perform such services.

Based on our prior experience of executing similar task-oriented contracts, it is essential that a clear understanding of the goals and objectives are established prior to initiating the project. A collaborative approach will ensure the objectives of the City are successfully realized. To foster a collaborative approach, the City will have the opportunity to provide feedback and direction throughout the project life cycle. This approach will ensure that a clear understanding is achieved between both parties about the content and context of work initiated by the ISC team.

Please Note: More details can be found in the Vendors Disaster Cost Recovery Proposal

15.19 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 18
The following is an example of a formal task order request:

Scope of Services:

Task Order Agreement: [Reference Number]
Project Title: [Name of Project]
Disaster Declaration [DR-XXXX-CA]
Federal Disaster
Assistance Program FEMA Public Assistance, HUD CDBG-DR, Other Type of Work [T&M, Lump Sum, T&M Not to Exceed]
Period of Performance TBD
Budget: TBD
Approximate Effort
(in hours) TBD
Designated ISC PM TBD
FEMA Provision (one
must be checked)
Response FEMA Provision
Services include Services procured by Client as a state or non-state Non-Federal Entity (FEMA grant recipient or subrecipient). FEMA Contract Provisions set forth on Exhibit C shall apply.

Services do NOT include Services procured by Client as
a Non-Federal Entity. FEMA Contract Provisions do NOT apply.

Assigned Personnel Name Labor Category Rate
Scope of Work: Description of work to be performed
Schedule of Activities Schedule of activities/deliverables Consultant: _________________________________
Signature Date
City: _________________________________
Signature Date

15.20 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 19
EXHIBIT D: INSURANCE REQUIREMENTS
Consultant shall procure and maintain insurance against claims for injuries to persons or damages to property and otherwise which may arise from or in connection with the performance of the work under this Agreement and the results of that work by Consultant, its agents, representatives, employees, or subcontractors.

A. CERTIFICATE REQUIREMENTS
The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not be accepted) with the following minimum requirements:
• Certificate(s) will show current policy number(s) and effective dates, • Coverage and policy limits will meet, or exceed, requirements below, • The Certificate Holder will be City of Santa Cruz, Risk Management, 1200 Pacific Ave., Suite 290, Santa Cruz, CA 95060,
• Certificate will be signed by an authorized representative, • An endorsement, if required below, will be provided to show the City, its officers, officials, employees, and volunteers as additional insureds, and
• Coverages must be maintained during the term of the Agreement with the City, unless a longer duration is required as specified below.

B. MINIMUM SCOPE AND LIMITS OF INSURANCE
Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. If Consultant maintains broader insurance coverage and/or higher limits than the minimums shown below, the City of Santa Cruz requires and shall be entitled to the broader insurance coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Cruz.

Coverage will be at least as broad as:
• COMMERCIAL GENERAL LIABILITY (CGL): $1,000,000 PER OCCURRENCE; $2,000,000 AGGREGATE Proof of coverage for $1 Million per occurrence and $2 Million in the aggregate including products and completed operations, property damage, bodily injury, personal and advertising injury will be provided on Insurance Services Office (ISO) Form CG 00 01 covering CGL. • PROFESSIONAL LIABILITY (ERRORS AND OMISSIONS): $2,000,000 PER OCCURRENCE OR CLAIM, $2,000,000 AGGREGATE.

Consultant will maintain insurance appropriate to Consultant’s profession; with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after date of completion of the services under this Agreement. If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date or start of work date, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the contract of work.
• AUTOMOBILE LIABILITY:

Proof of coverage for $1,000,000 provided on ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), per accident for bodily injury and property damage.
• WORKERS’ COMPENSATION AS REQUIRED BY THE STATE OF CALIFORNIA, WITH STATUTORY LIMITS, AND EMPLOYER’S LIABILITY INSURANCE: $1,000,000 per accident for bodily injury or disease.

15.21 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 20
The Worker’s Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. (Not required if Consultant provides written verification it has no employees) - If Consultant has no employees, Consultant shall complete and sign a Workers’ Compensation Exemption Declaration and Release of Liability.

OTHER INSURANCE PROVISIONS
The insurance policies are to comply with the following provisions:
• ADDITIONAL INSURED STATUS
The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations, products and completed operations. General liability coverage will be provided in the form of an endorsement to Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 (if a later edition is used).
o PRIMARY COVERAGE
For any claims related to this Agreement, Consultant’s and all subcontractor’s insurance coverage will be primary and non-contributory as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers will be excess of Consultant’s and all subcontractor’s insurance and will not contribute with it.
• NOTICE OF CANCELLATION
Each insurance policy required above shall state that the coverage shall not be canceled, except with notice to the City.
• WAIVER OF SUBROGATION
Consultant hereby grants to the City a waiver of any right to subrogation, except as otherwise not applicable, which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss, including attorney’s fees under such insurance. Consultant agrees to obtain any endorsement that may be necessary to effectuate this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
• EXCESS LIABILITY/UMBRELLA INSURANCE POLICIES
Consultant may use excess liability/umbrella policies to meet the required liability limits on the condition that they provide all of the insurance coverages required herein, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The excess liability/umbrella insurance policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying CGL insurance. No insurance policies maintained by the additional insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted. • DURATION OF COVERAGE
CGL & Excess Liability/Umbrella policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the contract of work.

15.22 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 21
• SELF-INSURED RETENTIONS (SIR)
Self-insured retentions must be declared to and approved by the City. City may require Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses.

The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
• ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City.
• CLAIMS MADE POLICIES
If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work. • VERIFICATION OF COVERAGE
Consultant will furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy (and CPL, automobile and any Excess Liability/Umbrella policies, as applicable) listing all policy endorsements to be approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning will not waive the Consultant’s obligation to provide them.

The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

C. SUBCONTRACTORS
Consultant shall include their subcontractor(s) as additional insured(s) under the policies or shall furnish separate certificates and endorsements for each contractor and subcontractor. Consultant shall require and verify that all contractors and subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City, its officers, officials, employees, agents, and volunteers are named as additional insureds on insurance required from its contractor(s) and subcontractor(s).

D. SPECIAL RISKS/CIRCUMSTANCES
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Consultant.

15.23 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery August 2024 (Form Rev.01/24 ) Page 22
EXHIBIT E: FEMA CONTRACT PROVISIONS

1. Remedies. If any work performed by the Consultant fails to reasonably meet the requirements of this Agreement, the City may, in its sole discretion: (a) elect to have the Consultant reperform or cause to be re-performed the Consultant’s sole expense, the Services which failed to meet the requirements of this Agreement; (b) engage another consultant to perform the work and deduct reasonable additional costs incurred by City as a result of engaging the additional Consultant from any amounts due to ISC; or (c) pursue and obtain any and all other available legal or equitable remedies.

2. Termination for Cause or Convenience. The City may terminate this Agreement for the Consultant’s failure to comply with this Agreement; provided, that the City shall give the Consultant written notice specifying the Consultant’s failure. If within 30 days after receipt of such notice, the Consultant has not reasonably corrected such failure or, in the case of failure that cannot be corrected in 30 days, begin in good faith to correct such failure, the City may, at its option, place the Consultant in default, and the Agreement shall terminate upon the City’sissuance and the Consultant’s receipt of a second written notice. The City may terminate the Agreement at its convenience at any time for any or no reason by giving 30 days written notice to the Consultant.

3. Equal Employment Opportunity. If this Agreement is a “federally assisted construction contract” as defined by 41 C.F.R. § 60-1.4(b), then during the performance of this Agreement, the parties agree as follows:
a. The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin.

The Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. b. The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
c. The Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee’s essential job functions discloses the

15.24 ii
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City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure isin response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant’s legal duty to furnish information.
d. The Consultant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers’ representatives of the Consultant’s commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
e. The Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. f. The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
g. In the event of the Consultant’s noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
h. The Consultant will include this Section 3 in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Consultant will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Consultant may request the United States to enter into such litigation to protect the interests of the United States.
i. The City will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work; provided, that if the City so participating is a state or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under this Agreement.

15.25 ii
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City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery j. The City will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and it will otherwise assist the administering agency in the discharge of the agency’s primary responsibility for securing compliance.
k. The City will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, if the City fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions:

Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to The City under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

4. Compliance with the Davis-Bacon Act. If this Agreement is a “federally assisted construction contract” as defined by 41 C.F.R. § 60-1.4(b), then during the performance of this Agreement, the parties agree as follows: All transactions regarding this Agreement shall be done in compliance with the Davis-Bacon Act (40 U.S.C. 3141- 3144, and 3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be applicable. The Consultantshall comply with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable. Consultants are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor.

Additionally, contractors are required to pay wages not less than once a week.

5. Compliance with the Copeland “Anti-Kickback” Act. If this Agreement is a “federally assisted construction contract” as defined by 41 C.F.R. § 60-1.4(b), then during the performance of this Agreement, the parties agree as follows: the Consultant shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this Agreement. The Consultant and any subcontractor of the Consultant shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.

15.26 iv
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City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery

6. Compliance with the Contract Work Hours and Safety Standards Act. If the Consultant will employ any mechanics or laborers in performance of the Services, then during the performance of this Agreement, the parties agree as follows:
a. Overtime requirements. The Consultant and any subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which they are employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. b. Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the clause set forth in subparagraph (a) of this section, The Consultant and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, ISC and such subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in subparagraph (a) of this section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in subparagraph (1) of this section.
c. Withholding for Unpaid Wages and Liquidated Damages. City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Consultant or a subcontractor under this Agreement or any other Federal contract with the Consultant, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Consultant, such sums as may be determined to be necessary to satisfy any liabilities of the Consultant or a subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in subparagraph (b) of this section.
d. Subcontracts. The Consultant or a subcontractor shall insert in any subcontracts the clauses set forth in subparagraphs (a) through (d) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Consultant shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a) through (d) of this section.

7. Compliance with the Clean Air Act. The Consultant shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

The Consultant shall report each violation to the City and understands and agrees that City will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. The Consultant shall include

15.27 v
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City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

8. Compliance with Federal Water Pollution Control Act. The Consultant shall comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Consultant shall report each violation to City and understands and agrees that City will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

The Consultant shall include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

9. Suspension and Debarment. This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the Consultant is required to verify that none of its principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). The Consultantshall comply with 2 C.F.R. pt. 180, subpart C and2 C.F.R. pt. 3000, subpart C, and shall include a requirement to comply with these regulations in any lower tier covered transaction it enters into. The foregoing certification is a material representation of fact relied upon by City. If it is later determined that the Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. City shall comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C during the term of this Agreement. City further agrees to include a provision requiring such compliance in its lower tier covered transactions.

10. Byrd Anti-Lobbying Amendment. Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer or employee of Congress, or an employee of a Member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.

11. Procurement of Recovered Materials. If City is a state agency or agency of a political subdivision of a state, then in the performance of this Agreement, the Consultant shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired (a) competitively within a timeframe providing for compliance with the contract performance schedule; (b) meeting contract performance requirements; or (c) at a reasonable price. Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpgprogram. The Consultant shall also comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.

12. Access to Records. The Consultant shall provide City, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any

15.28 City of Santa Cruz Professional Services Agreement for Disaster Cost Recovery July 2024 (Form Rev.01/24 ) Page 6
books, documents, papers, and records of the Consultant which are directly pertinent to this Agreement for the purposes of making audits, examinations, excerpts, and transcriptions. The Consultant shall permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. The Consultant shall provide the FEMA Administrator or their authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. In compliance with the Disaster Recovery Act of 2018, the Consultant and City acknowledge and agree that no language in this Agreement is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.

13. DHS Seal, Logo and Flags. The Consultant shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval.

14. Compliance with Federal Law, Regulations and Executive Orders. This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the Agreement. The Consultant will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.

15. No Obligation by Federal Government. The Federal Government is not a party to this Agreement and is not subject to any obligations or liabilities to City, the Consultant or any other party pertaining to any matter resulting from this Agreement.

16. Program Fraud and False or Fraudulent Statements or Related Acts. The Consultant acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to this Agreement.
* * * * *

15.29 FN-0125
Cumulative Score Sheet
Vendor Adherence to
RFP
Requirements
0-100 Points
5 Points (5%)
Firm
Background
Information
0-100 Points
10 Points
(10%)
Firm
Qualifications,
Expertise, and
Experience
0-100 Points
15 Points
(15%)
Team
Qualifications,
Expertise, and
Experience
0-100 Points
15 Points
(15%)
Technical
Approach
and Work
Plan
0-100 Points
20 Points
(20%)
Cost
Proposal
0-100 Points
10 Points
(10%)
References
0-100 Points
5 Points (5%)
Project
Understanding,
Work Plan and
Approach
0-100 Points
10 Points
(10%)
Quality of
Presentation
0-100 Points
10 Points
(10%)
Total Score
(Max Score
100)
GrantCity
Consulting,
LLC.

86.75 82.5 68.75 75 71.25 15 65.25 68.75 62.5 66.3
Integrated
Solutions
Consulting

86.25 88.75 82.5 77.5 87.5 33 82.5 87.5 87.5 79.6
MGT of
America
Consulting,
LLC
90 70 82.5 78.5 66.25 100 67.75 66.25 71.25 76

15.30 RFP No. FN-0125
Disaster Cost Recovery

15.31 INTRODUCTIONS
Presenters
Daniel Martin, PhD, CEM
Principal
Glen LaFond
Senior Program Manager
ISC represents a more valuable and innovative form of crisis planning and recovery management, futureproofing the client’s operations and 15.32 increasing their adaptability quotient.

APPROACH BASED ON OUR PAST RECOVERY SUCCESS
ISC Offers the City a Team That is...
100% Dedicated and Flexible to the City’s Recovery needs.

Concentrated on Maximizing Opportunity.

Committed to Efficiency, Transparency, & Driven Results.

Local Experience that can Deliver Unparalleled
Disaster Recovery Expertise.

Focused on Building Resiliency for the Future.

A Storied Track Record of Trust & Success in California.

15.33 OUR DISASTER RECOVERY EXPERIENCE
Experience Managing Over 93 Federal Disaster
Assistance Programs
To include….
 Stafford Disaster Relief and Emergency
Assistance Act, to include.
o FEMA Public Assistance
o FEMA Individual Assistance
o SBA Disaster Loans
o Community Disaster Loan Program
 HUD Community Development Block Grants
 Disaster Recovery (CDBG-DR)
 Mitigation (CDBG-MIT)
 FEMA Hazard Mitigation Assistance Grants to
include:
o Building Resilient Infrastructure and
Communities
o Section 404 Hazard Mitigation Grants
o Section 406 Hazard Mitigation Grants
o Flood Mitigation Assistance Grants
o American Rescue Plan Act

15.34 o CARES Act
Past Performance – Signature Project
2017 California Recovery of Flooding,
Mudslides, and Landslides Disaster [DR-4301] ✓ ISC was responsible for 10 of the 56 declared counties. ✓ Increased damage estimates by 185% than what was
identified during the Preliminary Damage Assessments
(PDAs).
✓ Secured over $200 million in FEMA Public Assistance
for assigned counties.
✓ ISC prepared over 300 Project Worksheets.
✓ Prepared over $40 million in Section 406 Hazard
Mitigation grant funding.
✓ Completed all FEMA damage assessments and PA grant
applications within 6 months of the disaster declaration. 15.35 Past Performance Projects
FEMA Response &
Recovery Division TAC I-V
✓ 25+ Years of Service, 5 Term
Awards
✓ 250+ Disasters
✓ Currently Go-To Consultants
for FEMA Regions V, VI, VIII
✓ Technical Policy Expertise
▪ Consolidated Resource
Center (CRC)
▪ Section 428 Alternative
Procedures
▪ Appeals
▪ Audits & Closeouts
▪ Consensus-Based Codes &
Standards
✓ Developed Cost Recovery
Reimbursement Guidance
✓ Recovery Grant Technical
Support (FEMA PA, CARES
Act, ARPA)
▪ $25 million in FEMA PA for
Fatality Management
▪ $33 million in FEMA PA for
Alternative Housing Center
▪ $50 million for vaccine
distribution
✓ Other COVID Clients
✓ Cal State Fullerton
✓ Miami-Dade County
Cook County COVID Cost
Reimbursement Support
✓ Over 2,100 FEMA Project
Worksheets (PWs)
✓ $530 Million in FEMA PA
o $42+ million in Section
406 Mitigation Grants
✓ Supported 84 of 93 counties
and 5 tribal nations
✓ Currently conducting
programmatic closeout and
final reconciliation
✓ Identified over $10+ million in
additional eligible FEMA PA
funding
✓ Providing oversight of $8+
Billion in FEMA PA, FEMA
Mitigation, and HUD
CDBG-DR, and other
federal disaster
assistance programs
✓ Currently managing over
1,500 FEMA PWs and
recovery projects
✓ Integrated hazard
mitigation and disaster
recovery grants for fortyfour agencies
Statewide Flood FEMA PA
Technical Services
Disaster Infrastructure
Response & Recovery

15.36 Qualifications & Related Experience of Key Staff
✓ 25 Years of Disaster Recovery & PM Experience
✓ Managed over $10 billion in FEMA PA
✓ FEMA Policy and Procedures Expert
✓ Prepared Dozens of Section 428 projects
✓ Routinely recognized by clients, FEMA and states
✓ Previous State Recovery Officer
Glen LaFond
Program Manager
Daniel Martin, CEM, PhD
Principal / SME
✓ 30+ Years of Disaster Recovery & EM Experience
✓ 50+ Disasters
✓ $20+ Billion in Federal Disaster Assistance Funding
✓ Multiple US Presidential Letters of Recognition
Local Staff Resources
Rick Swank
Senior Recovery Consultant
✓ 15 Years of Disaster Recovery & PM Experience
✓ Managed over $10 billion in FEMA PA
✓ PDMG for 2017 CA Floods
✓ Expert knowledge in infrastructure recovery
✓ Recognized expertise by Cal OES & FEMA

15.37 Staffing Questions

1. Where are your core staff home based? Please clarify core front facing staff members vs. behind-the-scenes support staff.

2. How does your firm handle staffing changes or staff realignment? Will newly assigned staff be briefed by your firm or by our City staff?
• We understand the importance of maintaining continuity and consistency, and therefore staff committed to this project will not be realigned unless requested by the City. Although there may be unforeseen circumstances that will necessitate staff changes (e.g., prolonged illness, change of employment, etc.), the City will have the opportunity to brief and approve any new staff proposed by ISC.

3. How much notice would the team members need if required to be on site? • Team members can be on site within 24 hours

4. If staff need to travel to Santa Cruz for support, is that cost included in the cost proposal? • Yes, ISC budgeted for travel which is included in our cost proposal.

Name Title DR-4301 California
Daniel Martin Managing Principal X
Glen LaFond Recovery Services Manager X X
Rick Swank Senior Recovery Consultant X X
Kyria Wilson Recovery Consultant X
John Alexiou Grant Administrator [Santa Cruz]
Steve Hopkins Senior Recovery Consultant X X
Katherine Levy Recovery Consultant X
Bill Miller Recovery Consultant X X

15.38 Management Approach
Project Status
Reports
Communications &
Information
Management
Potential Risks
& Mitigation
Strategy
Update Project
Work Plan
Program Maintenance Strategies
Program Implementation
Transparency and Real-Time Reporting
Technical Scope
Our approach for client engagement success!

15.39 Mobilize and Establish a Unified Recovery Strategy Unparalleled success in maximizing Federal and State assistance ✓ Management and development
of projects
✓ Develop & implement comprehensive
recovery strategies to maximize assistance
EMA PWs
Obligated
Managed 1,000s of
Infrastructure & Building
Recovery & Resiliency Projects
7,000+ Communities
Track Record of Success,
Trust & Performance
,000's of
uccessful
ted
verse Audit
m DHS OIG
$18+ Billion
in 404/406 HMGP
Projects Identified
& Implemented
Supported with
Implementing
Closeouts Mitigation Actions
0,000+
FEMA PWs
Obligated
d
ence
aster
ges &
enses
tified
Managed 1,000s of
Infrastructure & Building
Recovery & Resiliency Projects
7,000+ Communities
EMA s
e Costs
121 Disaster
Declarations
Supported
$80+ Billion
in FEMA
Public
Assistance
Track Record of Success,
Trust & Performance
1,000's of
Successful
In De-Obligated
Funds or Adverse Audit
Findings from DHS OIG
ZERO
$18+ Billion
in 404/406 HMGP
Projects Identified
& Implemented
Supported with
Implementing
Appeals & Closeouts Mitigation Actions
30,000+
of Disaster
Debris
Monitored
in Past 5
Years
Over 50+ Million CY
FEMA PWs
Obligated
2+ Decades of Unparalleled
Disaster Recovery Exyperience
120% of Disaster
Damages &
Expenses
Identified
Managed 1,000s of
Infrastructure & Building
Recovery & Resiliency Projects
7,000+ Communities
Recovery
Innovations
that Improve
Performance
700% Increase
in Productivity
ISC s Average Expenditure of FEMA s 2 .6 5 % 5% Disaster Administrative Costs 121 Disaster
Declarations
Supported
$80+ Billion
in FEMA
Public
Assistance
Track Record of Success,
Trust & Performance
42+ Years
Servicing Florida
1,000's of
Successful
In De-Obligated
Funds or Adverse Audit
Findings from DHS OIG
ZERO
$18+ Billion
in 404/406 HMGP
Projects Identified
& Implemented
Supported with
Implementing
Appeals & Closeouts Mitigation Actions
30,000+
Average Increase
350%
in Eligible Disaster
Assistance Funding
of Disaster
Debris
Monitored
in Past 5
Years
Over 50+ Million CY
FEMA PWs
Obligated
2+ Decades of Unparalleled
Disaster Recovery Exyperience
120% of Disaster
Damages &
Expenses
Identified
Managed 1,000s of
Infrastructure & Building
Recovery & Resiliency Projects
7,000+ Communities
Recovery
Innovations
that Improve
Performance
700% Increase
in Productivity
ISC s Average Expenditure of FEMA s 2 .6 5 % 5% Disaster Administrative Costs 121 Disaster
Declarations
Supported
$80+ Billion
in FEMA
Public
Assistance
Track Record of Success,
Trust & Performance
42+ Years
Servicing Florida
1,000's of
Successful
In De-Obligated
Funds or Adverse Audit
Findings from DHS OIG
ZERO
$18+ Billion
in 404/406 HMGP
Projects Identified
& Implemented
Supported with
Implementing
Appeals & Closeouts Mitigation Actions
30,000+
Average Increase
350%
in Eligible Disaster
Assistance Funding
of Disaster
Debris
Monitored
in Past 5
Years
Over 50+ Million CY
✓ Identify
Hazard
Mitigation
Opportunities
FEMA PWs
Obligated
Managed 1,000s of
Infrastructure & Building
Recovery & Resiliency Projects
7,000+ Communities
121 Disaster
Declarations
Supported
$80+ Billion
in FEMA
Track Record of Success
1,000's of
Successful
In De-Obligated
Funds or Adverse Audit
Findings from DHS OIG
ZERO
$18+ Billion
in 404/406 HMGP
Projects Identified
& Implemented
Supported with
Implementing
Appeals & Closeouts Mitigation Actions
30,000+
saster
is
tored
st 5
s
50+ Million CY
Ranked #1
ISC has secured more
hazard mitigation grant
dollars per project.
✓ Our Grant
Compliance
Success Original Estimate vs. Actual
ISC
$
Original
170+
Million

15.40 Scope Questions

1. What information would you need to immediately begin work with on-going cost recovery for Santa Cruz? • What do you need us to focus on first? What is most urgent? • Are there any outstanding RFIs or other requests from FEMA? • Background information on any eligibility issues or problem projects, like West Cliff Drive damage. • Access to the City’s Grants Portal account.

15.41 Scope Questions

2. How do you approach development of FEMA deliverables when owner /city staff are very busy, and unable to provide significant time to draft documents and complete forms/respond to RFI’s. ISC will do the work – that's what you're hiring us for. ISC has years of experience drafting documents, completing forms and responding to all types of FEMA RFI's. To keep staff requests to a minimum, ISC will:
• Prioritize Deliverables:
• Identify critical FEMA deliverables based on their impact and urgency. Focus on those that directly affect recovery efforts, funding, or compliance. • Collaborate with stakeholders to determine which documents are most time-sensitive and prioritize accordingly. • Leverage Templates and Pre-Approved Content:
• Utilize existing templates for FEMA forms, documents, and reports. These templates can significantly reduce drafting time and reduce requests. • Adapt pre-approved content from previous projects or standard operating procedures (SOPs) to meet the specific requirements of the current disaster. We have a wealth of knowledge and materials from past disasters that is available to us that willsignificantly reduce staff interaction. • Conduct Efficient Meetings:
• Schedule brief, focused meetings with owners or city staff (only when necessary). Clearly communicate the purpose and desired outcomes. • Use these brief meetings to gather essential information, clarify expectations, and address any questions or concerns. • Delegate Tasks:
• Assign specific sections or components of deliverables to different team members. Leverage their expertise and availability. • Clearly define responsibilities, deadlines, and review processes. Assign one person to query City staff only when absolutely necessary. • Provide Clear Instructions:
• Break down complex forms or documents into smaller tasks. Provide step-by-step instructions for completion. • Highlight critical sections that require immediate attention. • Use Technology Tools:
• Explore digital tools for collaborative document editing, such as Microsoft programs and software. • Utilize ISC's proprietary software for Grants Management and Project Management to stay organized, track progress, and meet deadlines. • Regular Follow-Up:
• Keep City staff updated through access to ISC software to be able to clearly monitor progress (transparency). • Set reminders for upcoming deadlines. Provide necessary assistance or clarification as needed to alleviate stress and minimize time demands. 15.42 Scope Questions

3. If you could change one thing about the way City governments respond to disasters that would facilitate disaster cost recovery, what would you recommend?
• Disaster Cost Recovery Plan – helps cities manage the financial aspects of disaster response and recovery. Components of a disaster cost recovery plan include the following:
o Pre-Disaster Activities – Risk assessments, identifying critical needs, and developing strategies to address them. o Initial Post-Disaster Activities - Immediate response actions, such as emergency funding requests and resource allocation.
o Longer-Term Post-Disaster Activities - Planning for recovery, reconstruction, and financial sustainability.

15.43 A Reflection of ISC’s Recovery Expertise
Damage Inspection Tool
Disaster Recovery Grant
Management System
Our approach has been proven to streamline the FEMA process, provide transparency and maximize return
✓ Streamline the FEMA PA Process

15.44 Technology Questions

1. What file sharing capabilities does your firm utilize? Examples such as Microsoft Teams, SharePoint and/or OneDrive?
• To ensure optimal client support, ISC maintains accounts across various file sharing systems, with SharePoint as our primary platform. Additionally, ISC’s Odysseus recovery grant management system seamlessly integrates with Microsoft 365 and Google Docs for efficient file sharing.

2. How have you dealt with information sharing challenges in the past (where information was not easily shared between and within City departments and with outside partners so that your firm could move forward with the Scope of Work)? • Yes, we have experienced this issue many times. For example, under the FEMA PA TAC which we have supported going on 30 years, governments are typically untrustworthy of FEMA. Our strategy is to build personal relationships and capture lowhanging fruit. Our experience demonstrates this builds trust with gatekeepers. • In the past, we have utilized SharePoint, Box, Google Docs, and even thumb drives. Our software, specifically our Knowledge Management System (KMS) and our Grants Management Toolkit (GMT) both easily allow file sharing and file transfer between our clients as well as their outside partners.
• ISC realizes the importance of being flexible, especially when it is necessary to resolve issues that affect recouping disaster recovery costs. We will be using our software, which you will have access to even after we're gone. Bottom line, we will utilize whatever you're most comfortable with.

3. Will the City retain access to any new software/ information platforms after the contract closes? • Yes, the City will own all data information and therefore will retain access for their records.

4. In your experience, are there technologies that you recommend that might enable easier cost recovery after disasters? • Yes, our proprietary software will allow the City to leverage multiple disaster assistance funding sources, do timely site inspections, and provide a clear perspective of their disaster assistance funding. 15.45 This is why we developed Odysseus EM365 Budget Discussions
Disaster Declaration Damage
Inventory
# of
Mitigation
Projects
# of Projects
Submitted
Projects
Withdrawn/
Ineligible
Current FEMA
PA Grant Funds
Potential FEMA
PA Grant
Funds*
COVID-19 (DR-4482-CA) 8 0 8 $.879 M $1.7 M
California Wildfires (DR-4558-CA) 12 0 6 $.363 M $.68 M Winter Storms, Floods, Landslides (DR-4683-CA) 26 0 26 (14) $7.7 M $14.4 M Winter Storms, Floods, Landslides (DR-4699-CA) 3 0 3 $.422 M $.79 M Winter Storms, Floods, Landslides (DR-4769-CA) TBD ??? ??? Total FEMA PA Grant Funds $9.3 M $17.6 M
Eligible Disaster Administrative Costs (DAC) * $465 K $880 K Historical Average % of DAC 4.2% 3.5%
Historical Cost of ISC’s Services Against the DAC $391 K $616 K Remaining DAC for City $77 K $164 K
*Potential FEMA PA Grant Programs is based on ISC’s historical record in increasing eligible grant funding with thorough damage assessments and understanding of eligible funding opportunities through the FEMA PA Program. **Based on our review of the past 5 declared disasters, it appears that only one Category Z PW has been submitted for eligible Disaster Administrative Costs (DAC) 15.46 Cost Analysis Questions

1. Provide an example of how you would do a cost benefit analysis of whether to appeal a project and/or costs that have been deemed ineligible ❖ Review the project/costs and reason for ineligibility determination. ❖ Confirm that the eligibility decision is correctly based on FEMA policy and is accurate. ❖ If policy is accurate, conduct a BCA by doing the following:
• Identify costs.
• Quantify the benefits – calculate and list the benefits of appealing. • Quantify the total cost of the appeal process.
• Compare the benefits versus the costs
• If the benefits outweigh the costs, consider appealing. • Risk assessment – assess the risk of losing the appeal. o Evaluate the strength of the supporting documentation and expert opinions. o Review the FEMA appeals database to determine likelihood of positive outcome. ❖ If the analysis indicates that the benefits outweigh the costs, and the risk is reasonable, then appeal. ❖ If the analysis indicates the costs outweigh the benefits and/or the risks are high, then don’t appeal, but:
• Identify alternative grant funding sources (BRIC, 404 Mitigation, CDBG, etc.). • Consider utilizing other FEMA funding (alternate, improved, or alternative 428 projects).

2. What alternative compensation structures have you worked under, such as billable hourly rate vs fixed % of awarded amount?
• Billable hourly rate not to exceed % of the allowed FEMA Disaster Administrative Costs (DAC) • Fixed cost not to exceed % of the Disaster Administrative Costs.

15.47 SUMMARY – WHY ISC?

OUR EXPERIENCE

SERVING

OUR PAST

PERFORMANCE &

COMMITEMENT

TO EXCELLENCE

OUR COMMITMENT

TO MAXIMIZING

OPPORTUNITY
OUR CLIENTFOCUSED SERVICES

15.48 RFP No. FN-0125
Disaster Cost Recovery

15.49 City Council

AGENDA REPORT
DATE: 08/08/2024
AGENDA OF: 08/27/2024
DEPARTMENT: Information Technology
SUBJECT: Microsoft SharePoint Implementation and Configuration Services (IT) RECOMMENDATION: Motion to:
1) Accept the change order from AdaptivEdge, LLC for additional Microsoft SharePoint Online implementation and configuration services in the amount of $31,400.00, for a total contract amount of $127,400.00. The IT Director is authorized to execute further change orders within the approved project budget; and
2) Authorize the City Manager to execute additional contracts with AdaptivEdge, LLC for Microsoft SharePoint Online implementation and configuration services in a form approved by the City Attorney. The IT Director is authorized to execute change orders within the approved project budget.

BACKGROUND: In 2022, the City successfully completed the implementation of Microsoft 365 (M365), transitioning vital services including email, calendars, and document creation to cloud-based solutions. This move enhanced flexibility and accessibility for City employees.

Following the completion of the migration, the City has effectively embraced M365, empowering employees to work efficiently from any location. This shift has cultivated a culture of collaboration and innovation among the City staff.

Building upon the success of the M365 migration, the City is now strategically positioned for the next phase of digital transformation – the migration to Microsoft's SharePoint Online. SharePoint Online serves as a centralized platform for file storage, sharing, and collaboration, facilitating seamless teamwork and information exchange.

Benefits of SharePoint Online Implementation:
- Efficient Collaboration: SharePoint Online promotes effortless collaboration by providing a central hub for document storage and real-time editing, fostering teamwork and enhancing productivity.
- Secure Data Management: The platform offers robust security features, including encryption and access controls, ensuring data confidentiality and compliance with regulatory standards. - Streamlined Workflows: SharePoint Online enables the automation of repetitive tasks and workflows, reducing manual intervention and enhancing operational efficiency.

16.1 - Enhanced Accessibility: With SharePoint Online, City employees can access files and information securely from any device with an internet connection, promoting flexibility and remote work capabilities.

Considering the City's desire to enhance its digital infrastructure and optimize its internal processes, the implementation of SharePoint has emerged as a crucial initiative. Recognizing the complexity of this task and the specialized expertise required, the City sought external assistance through a rigorous Request for Proposals (RFP) process. The RFP, designed to identify vendors capable of providing tailored solutions to meet the City's unique requirements, garnered responses from 27 vendors. Among these, AdaptiveEdge emerged as the vendor offering the most comprehensive and robust service package, perfectly aligned with the City's objectives and expectations.

AdaptiveEdge's specialization in SharePoint implementation, particularly within local jurisdictions comparable to the City in size and scope, stood out prominently during the evaluation process. Their track record in working with similar organizations underscores their familiarity with the intricacies of municipal operations, making them well-equipped to address our specific needs. Furthermore, their proposal demonstrated a deep understanding of the best practices, data architecture requirements, and governance principles necessary for a successful SharePoint deployment.

Beyond their expertise, AdaptiveEdge's proposal also presented a competitive advantage in terms of pricing. Their offer struck a balance between cost-effectiveness and the high-quality services we require, ensuring that the City can maximize its return on investment while benefiting from a top-tier SharePoint implementation.

Given this, the City entered into a Professional Services Agreement in the amount of $96,000 for the Migration of the Information Technology, City Clerk, City Manager, Human Resources and Water department drives to SharePoint Online.

DISCUSSION: The migration of the department drives for the initial engagement requires significant dedicated working hours from City staff. The original scope of work (SOW) detailed that City staff would migrate the City Clerk, City Manager, Human Resources Economic Development and Housing and Water department drives to SharePoint Online after completing the initial migration of the Information Technology drive. However, this is no longer feasible due to staff’s current workload and the complexity of the project. To avoid a project delay and minimize effects on Information Technology operations, a change order has been proposed to modify the project SOW. It is proposed that AdaptivEdge will complete the migration of the City Manager’s, City Clerk’s, Human Resources’, Economic Development and Housing’s and Water Department’s files to SharePoint with minimal assistance from staff, as seen in the change order.

Staff recommends accepting the change order, modifying the SOW in the amount of $31,400.00, for a total contract amount of $127,400.00.

Phase one of the SharePoint Online Migration did not encompass all City departments.

Information Technology Department aims to migrate all City departments to SharePoint Online to ensure consistent, resilient practices across the organization. The remaining departments in the city to be migrated include Public Works, Finance, Fire, Planning and Community Development, and Parks and Recreation. The Information Technology department is confident that the initial department migration will assist greatly in migrating the remaining departments, however, staff

16.2 acknowledges that due to the size and complexity of the remaining departments, assistance from AdaptivEdge may be necessary for the timely and accurate configuration of SharePoint online sites and migrations. AdaptivEdge has proven to be a valuable partner in the current migration and continues to offer the best value for their services as seen in the previously conducted RFP.

Staff recommends the Council authorize the City Manager to execute additional with contracts with AdaptivEdge, LLC for Microsoft SharePoint Online implementation and configuration services in a form approved by the City Attorney.

FISCAL IMPACT: The total amount for the scope of the work agreement with the proposed change order is $127,400.00 with the Information Technology Department funding $95,680 (c152001 IT Infrastructure Projects) and the Water Department funding $31,720 (711-70-90- 7101-52199). There is no impact to the General Fund.

At the completion of the initial scope of work with AdaptiveEdge, should the City choose to continue working with on a second phase, there are sufficient funds in the IT budget to cover additional project costs without impact to the General Fund.

Prepared and Submitted By:

Ken Morgan
Director of Information
Technology
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. PROFESSIONAL SERVICES AGREEMENT.PDF

2. SCOPE OF WORK.PDF

3. CHANGE ORDER.PDF

16.3 Professional Services Agreement With

ADAPTIVEDGE
For SHAREPOINT ONLINE CONFIGURATION AND IMPLEMENTATION
THIS AGREEMENT for professional services is made by and between the City of Santa Cruz (“City”) and AdaptivEdge, LLC (each is referred to individually as a “Party” and collectively, as the “Parties”) as of December 1st, 2023 NOW, THEREFORE, in consideration of each other’s mutual promises, the Parties hereto agree as follows:

SECTION 1: SCOPE OF WORK
Consultant will furnish services as defined and described in the Scope of Work, attached hereto as Exhibit A and incorporated herein.

SECTION 2: RESPONSIBILITIES OF CONSULTANT
All work performed by Consultant, or under Consultant’s direction, shall be rendered in accordance with the generally accepted practices, and to the standards of, Consultant's profession. Consultant represents and agrees that Consultant: (i) is fully experienced and properly qualified to perform the work and services provided for herein, (ii) has the financial capability required for the performance of the work and services, and (iii) is properly equipped and organized to perform the work and services in a competent, timely, and proper manner, in accordance with the requirements of this Agreement.

Consultant shall meet with Ken Morgan, Director of the Information Technology Department, hereinafter called "Director", or other designated and authorized City personnel, or third parties as necessary, on all matters connected with carrying out of Consultant’s services described in Exhibit A. Such meetings shall be held at the request of either Party. Review and City approval of completed work shall be obtained monthly, or at other intervals as may be mutually agreed upon during the course of this Agreement. Review, approval, or acceptance of Consultant’s work by City or others shall not relieve Consultant from responsibility for errors and omissions in Consultant’s work.

SECTION 3: RESPONSIBILITIES OF THE CITY
City shall make available to Consultant all necessary data and information in the City's possession and shall actively assist Consultant in obtaining such information from other agencies and individuals as needed. Consultant is entitled to reasonably rely upon the accuracy and completeness of such data and information, and Consultant shall provide City prompt written notice of any known defects in such data and information.

The Director may authorize a staff person to serve as his or her representative. The work in progress shall be reviewed at such intervals as may be mutually agreed upon between the Parties. The City will be the sole judge of acceptable work, provided that such approval will not be unreasonably withheld or delayed. If the work is not acceptable, the City will inform Consultant of the changes or revisions necessary to secure approval.

DocuSign Envelope ID: FC93F57B-08A7-4628-9258-445C865F8BF5

16.4 SECTION 4: FEES AND PAYMENT
For services actually performed, the City will compensate Consultant at the rates set forth in the Fee Schedule detailed in Exhibit B and in accordance with the terms set forth therein. Payment for Consultant's services in carrying out the entire Scope of Work shall be made within the budget limit, or limits shown, upon Exhibit B. Such payment shall be considered the full compensation for all personnel, materials, supplies, and equipment used by Consultant in the Scope of Work.

Variations from the budget for each task which are justified by statements indicating personnel time expended and submittal of a revised budget are only allowed with prior City approval; however, in no event shall the total fee charged for the Scope of Work set forth in Exhibit A exceed the budget of $96,000 without advance written City authorization in the form of an amendment or change order.

Invoices shall detail the time worked by each class of employee on each task and the expenses incurred for which billing is made. Invoices shall indicate the percentage completion of each work task as identified in the Scope of Work in Exhibit A and the overall percentage of completion of the total required services. Unless otherwise specified in the fee schedule, payments shall be made monthly by the City within 30 days based on itemized invoices from the Consultant which list the actual costs and expenses.

All invoices shall contain the following affidavit signed by Consultant (if individual) or by a principal of Consultant’s firm (if Consultant is an entity):
"I hereby certify [or as principal of Consultant] that the charge of (Insert invoice amount) as summarized above and shown in detail on the attachments is a fair and reasonable use of public funds, is in accordance with the terms of Agreement dated (Insert Agreement Date) and has not been previously paid."
This Agreement is contingent upon the appropriation of sufficient funding by the City for the services covered by this Agreement. If funding is reduced or deleted by the City for the services covered by this Agreement, the City has the option without penalty or liability to either terminate this Agreement or to offer an amendment to this Agreement indicating the reduced amount.

SECTION 5: TRAVEL REIMBURSEMENT POLICY
The City agrees to reimburse Consultant and Consultant’s employee(s) for only authorized travel expenses, as indicated by a mark below, and according to the City’s Travel Reimbursement Policy. It is expected that all travel expenses incurred by Consultant while conducting activities on behalf of the City will be at reasonable rates and that Consultant and Consultant’s employee(s) will exercise prudence in incurring these expenses. The total fees and costs of Consultant’s services shall not exceed the amount described in the Fee Schedule. ☐ Meals: Meals are reimbursed at the current GSA Meals & Incidental per diem rate by county (www.gsa.gov/travel). The City does not reimburse for actual costs for meals. Reimbursement is based solely on per diem rates. Do not submit meal receipts.
 Travel before 8:00am qualifies for breakfast reimbursement.  Travel between 8:00am – 1:30pm qualifies for lunch reimbursement.  Travel between 1:30pm – 7:00pm (or later) qualifies for dinner reimbursement.  Days between hotel stays and days starting before 8am and ending after 7pm, qualify for the full GSA Meals & Incidental per diem rate.
☐ Ground Transportation: Ground transportation is reimbursable when it is for travel between the Consultant’s place of business, an airport, or Santa Cruz hotel, as applicable, to the City work location.

DocuSign Envelope ID: FC93F57B-08A7-4628-9258-445C865F8BF5

16.5 1. Reasonable fees for taxis, shuttles, buses, trains, light rail, ride hailing services (Uber, Lyft or other), and similar modes of transportation will be reimbursed. Receipts are required for reimbursement.

2. When using vehicles owned by Consultant or Consultant’s employer:
 Mileage will be reimbursed at the current IRS mileage rate.  Evidence of automobile liability insurance meeting the City’s requirements must be provided.  Maps showing starting point, City work location, and total miles are required for reimbursement.

3. Use of car rentals are reimbursable when:
 Travel is necessary from an airport to the City work location.  The rental reservation is made as far in advance as is practical and the lowest possible price is obtained.  Insurance coverage is included, and the car is returned with a full tank of gas.  The smallest vehicle necessary is rented.
 Parking expenses are included in the GSA Meals & Incidental per diem rate. The City will not pay additionally for parking expenses.
 Receipts are required for reimbursement.
☒ Airfare: Airfare is reimbursable when the Consultant’s place of business, or Consultant’s employee’s home, is more than 250 miles away from Santa Cruz.
 Airfare must be lowest available coach class fare. Flights may be non-stop.  Airfare must be booked as far in advance as is practical.  Fees for one piece of checked luggage (and any equipment necessary for the work being done) will be reimbursed.
 Extra charges for seat assignments, refundable tickets, travel insurance/protection, and similar fees are not reimbursable.
 If the City cancels the need for travel and the ticket cannot be changed or refunded, the ticket cost will be reimbursable.
 Receipts are required for reimbursement.
☒ Lodging: Lodging is reimbursable when the Consultant must work on site for two or more consecutive days and the Consultant’s place of business or personal residence, is more than 60 miles away from Santa Cruz.  Lodging is reimbursed up to the current GSA rate by county (www.gsa.gov/travel).  Costs for hotel rooms above this rate are the responsibility of the traveler.  Receipts are required for reimbursement.

General Rule

1. Travel expenses not listed or checked above will not be reimbursed.

2. Travel reimbursements are paid after the completion of travel. There are no travel advances.

3. Exceptions to any of the above requirements require advance written permission from the Director or City’s designated agent contracting with the Consultant.

4. Tips and gratuities will not be reimbursed.

5. Alcoholic beverage purchases will not be reimbursed.

6. Consultants will exercise prudence in incurring reimbursable expenses.

7. The City of Santa Cruz has the sole discretion to deny any reimbursement request the City has determined to be excessive or an inappropriate use of public funds.

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16.6 SECTION 7: TERM AND SCHEDULE
The term of this Agreement shall be on the effective date of this Agreement and terminating on August 2024 upon completion of the Scope of Work.

Consultant shall begin work as specified in a written authorization (e.g., Notice to Proceed) to perform services. The written authorization to perform work shall not be issued until after this Agreement has been approved and authorized by the City.

The City reserves the right to obtain the item(s) and/or services covered by this Agreement from another source during any on-going suspension of service due to the circumstances outlined above.

SECTION 8: TERMINATION
The City may terminate the Agreement for any reason by providing written notice to Consultant not less than 10 calendar days prior to an effective termination date.

The Consultant may terminate the Agreement for cause by providing written notice to the City` not less than 30 calendar days prior to an effective termination date.

Consultant may terminate this Agreement for cause if the City fails to cure a material default in performance within a period of 30 calendar days (or such longer period agreed to by the Consultant), from date of the Consultant’s written termination notice specifying the default in performance.

Upon notice of termination by either the City or Consultant, the Consultant will immediately act to not incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities. The City’s only obligation to the Consultant will be just and equitable payment for services authorized by, and received to the satisfaction of, the City up to and including the effective date of termination less any amounts withheld. All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. In the event of Consultant’s failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set-off until such time as the exact amount of damages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City under the Agreement. No other compensation will be payable for anticipated profit on unperformed services.

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16.7 SECTION 9: INSURANCE
Prior to the beginning of and throughout the duration of the Agreement, Consultant will maintain and comply with the Insurance Requirements as set forth in Exhibit D. Consultant will insure the City against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder. The insurance coverages required shall not in any way limit the liability of the Consultant.

Consultant’s obligation to defend shall arise regardless of any claim or assertion that Indemnitees caused or contributed to the Losses.

SECTION 11: EQUAL EMPLOYMENT OPPORTUNITY/NON-DISCRIMINATION POLICIES City’s policies promote a working environment free from abusive conduct, discrimination, harassment, and retaliation; and require equal opportunity in employment for all regardless of race, religious creed (including religious dress and grooming practices), color, national origin (including language use restrictions), ancestry, religion, disability (mental and physical), medical condition, sex, gender (including gender identity and gender expression), physical characteristics, marital status, age, sexual orientation, genetic information (including family health history and genetic test results), organizational affiliation, and military or veteran status, or any other consideration made unlawful by local, State or Federal law. City requires Consultant to comply with all applicable Federal and State and local equal employment opportunity laws and regulations, and Consultant is responsible for ensuring that effective policies and procedures concerning the prevention of abusive conduct, discrimination, harassment, and retaliation exist in Consultant’s business organization. The City’s current Equal Employment Opportunity and Non-Discrimination policies to which this Section applies may be viewed at http://www.codepublishing.com/CA/SantaCruz/?SantaCruz09/SantaCruz0983.html and http://www.cityofsantacruz.com/home/showdocument?id=59192.

SECTION 13: AMENDMENTS
This Agreement may not be amended in any respect except by way of a written instrument which expressly references and identifies this particular Agreement, which expressly states that its purpose is to amend this particular Agreement, and which is duly executed by the City and Consultant. Consultant acknowledges that no such amendment shall be effective until approved and authorized by the City’s authorized representative. No representative of the City is authorized to obligate the City to pay the cost or value of services beyond the scope of services set forth in Exhibit A. Such authority is retained solely by the City Manager, Director, or their designee. Unless expressly authorized by the City Manager or Director, Consultant’s compensation shall be limited to that set forth in Exhibit B, Fee Schedule.

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16.8 SECTION 14: MISCELLANEOUS PROVISIONS

1. Project Manager/Key Staff. Director reserves the right to evaluate and confer with Consultant regarding the project manager or other key staff assigned by Consultant to perform the work under this Agreement. Consultant shall replace the project manager or key staff upon Director’s request due to Director’s concern about their performance, or City shall have the right to terminate this Agreement. Otherwise, no change in assignment by the Consultant may occur without prior written approval of the City.

2. Consultant Services Only. Consultant is employed to render professional services only and any payments made to Consultant are compensation solely for such professional services.

3. Independent Contractor. In the performance of this Agreement, it is expressly understood that Consultant, including each of Consultant’s employees, agents, subcontractors or others under Consultant’s supervision or control, is an independent contractor solely responsible for its own acts and omissions, and shall not be considered an employee of the City for any purpose. Consultant agrees to comply with AB5, codified at Labor Code section 2750.3, and shall indemnify, defend and hold harmless the City, its officials, officers, employees, and agents against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.

5. Subcontractors. Consultant shall obtain prior approval of the City prior to subcontracting of any work pursuant to this Agreement. If at any time, the City determines any subcontractor is incompetent or unqualified, Consultant will be notified and will be expected to immediately cancel the subcontract. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Santa Cruz, its officers, officials, employees, agents, and volunteers as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing.

8. City Property. The work, or any portion, of Consultant in performing this Agreement shall become the property of City.

The Consultant may be permitted to retain copies of such work for information and reference in connection only with the provision of services for the City. All materials and work product, whether finished or unfinished, shall be delivered to City upon completion of contract services or termination of this Agreement for any reason. Consultant acknowledges and agrees that the work product shall be considered a work made for hire within the meaning of the patent and copyright laws of the United States; and Consultant agrees that all copyrights which arise from creation of project-related documents and materials pursuant to this Agreement shall be vested in the City and Consultant waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. Any work product related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein. Consultant’s final deliverables shall comply with Section 508 (29 U.S.C. Section 794d) accessibility requirements, as applicable.

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16.9 9. Intellectual Property and Indemnity. Consultant represents to City that, to the best of Consultant’s knowledge, any Intellectual Property (including but not limited to: patent, patent application, trade secret, copyright and any applications or right to apply for registration, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right) in connection with any services and/or products related to this Agreement does not violate or infringe upon any Intellectual Property rights of any other person or entity.

To the fullest extent permitted by law, Consultant agrees to indemnify, defend, and hold harmless City, its officials, officers, employees, and agents, from any and all claims, demands, actions, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) arising out of a claim of infringement, actual or alleged, direct or contributory, of any Intellectual Property rights in any way related to Consultant’s performance under this Agreement or to the City’s authorized intended or actual use of Consultant’s product or service under this Agreement. This provision shall survive termination or expiration of this Agreement.

10. Confidentiality.
a. Consultant shall not acquire any ownership interest in data and information (“City Data”) received by Consultant from City, which shall remain the property of the City. Certain information may be considered confidential (“Confidential Information”). Confidential Information shall mean all information or proprietary materials (in every form and media) not generally known to the public and which has been or is hereafter disclosed or made available directly or indirectly to Consultant through any means of communication, either verbally or in writing even if it has not been designated in writing as “Confidential” to Consultant in connection with this Agreement. Unless otherwise required by law, Consultant shall not, without City’s written permission, use or disclose City Data and/or Confidential Information other than in the performance of the obligations under this Agreement. As between Consultant and City, all City Confidential Information shall remain the property of the City. Consultant shall not acquire ownership interest in the City’s Confidential Information. b. Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City Data and Confidential Information, protect against any anticipated threats or hazards to the security or integrity of City Data and Confidential Information, protect against unauthorized access to or use of City Data and Confidential Information that could result in substantial harm or inconvenience to City or any end users; and ensure the proper return and/or disposal of City Data and Confidential Information upon termination of this Agreement with notice to the City.
c. Consultant shall take appropriate action to address any incident of unauthorized access to City Data and Confidential Information, including addressing and/or remedying the issue that resulted in such unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data and Confidential Information, or any other breach in Consultant’s security that materially affects City or end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Consultant’s sole expense. Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations.

d. Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including attorneys’ fee and costs) arising out of, or in connection with, the DocuSign Envelope ID: FC93F57B-08A7-4628-9258-445C865F8BF5

16.10 unauthorized use, access, and/or disclosure of City Data and/or Confidential Information by Consultant and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of the City. This provision shall survive the termination or expiration of this Agreement.

11. Consultant's Records. Consultant shall maintain accurate accounting records and other written documentation pertaining to the costs incurred relating to this Agreement for examination and audit by the City, State, or federal government, as applicable, during the period of this Agreement, and for a period of at least five (5) years from the date of the final City payment for Consultant's services, or date of the termination of this Agreement, whichever is later. If Consultant engages a subcontractor to perform work related to this Agreement with a cost of $10,000 or more over a 12-month period, such subcontract shall contain these same requirements. This provision shall survive the termination of this Agreement.

14. Licensure. Consultant agrees that Consultant, its subcontractors and/or agents (if any) has/have complied with all applicable federal, state, and local licensing requirements and agrees to provide proof of a current City of Santa Cruz Business Tax Certificate if:
 Consultant, its subcontractor(s) and agent(s) or its business is/are located in the City of Santa Cruz;  Will perform actual work in the City of Santa Cruz for 6 or more days annually; or  Will use company vehicles to deliver within the City of Santa Cruz for 6 or more days annually.

For additional information and licensing requirements, view the City’s Business Licenses and Permits webpage or call the Revenue and Taxation division at 831/420-5070.

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16.11 a. If a worker is paid less than the applicable prevailing wage rate owed for a calendar day (or any portion thereof), Consultant shall pay the worker the difference between the prevailing wage rate and the amount actually paid for each calendar day (or portion thereof) for which the worker(s) was paid less than the prevailing wage rate, as specified in Labor Code section 1775;
b. Consultant shall maintain and make available payroll and worker records in accordance with Labor Code sections 1776 and 1812;
c. If Consultant employs (and/or is legally required to employ) apprentices in performing the work and/or services under this Agreement, Consultant shall ensure compliance with Labor Code section 1777.5; d. Consultant is aware of the limitations imposed on overtime work by Labor Code sections 1810 et seq. and shall be responsible for any penalties levied in accordance with Labor Code section 1813 for failing to pay required overtime wages;
e. Consultant shall post a copy of the applicable wage rates at each jobsite at a location readily available to its workers. f. Any failure of Consultant and/or its subconsultant to comply with the above requirements relating to a public work project shall constitute a breach of this Agreement that excuses the City’s performance of this Agreement at the City’s sole and absolute option and shall be at the sole risk of Consultant. Consultant on behalf of itself and any subconsultant, agree to indemnify, defend and hold harmless the City and its officials, officers, employees, and agents from and against any and all claims, liabilities, losses, costs, expenses, attorney’s fees, damages, expenses, fines, financial consequences, interest, and penalties, of any kind or nature, arising from or relating to any failure (or alleged failure) of the Consultant and any subconsultant to pay prevailing wages or to otherwise comply with the requirements of prevailing wage law relating to a public work. g. Consultant acknowledges that it and/or any subconsultant may not engage in the performance of any contract for public work unless currently registered with the DIR and qualified to perform public work pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

17. Storm Water Requirements. To the extent applicable to the Scope of Work under this Agreement, Consultant, Consultant’s employees, subcontractors, and agents are required to abide by the applicable City of Santa Cruz Storm Water Best Management Practices (BMPs) for the duration of the work. The City’s mandatory Storm Water BMPs, which are listed according to the type of work, operations, or business, are located on the City website at:
https://www.cityofsantacruz.com/government/city-departments/public-works/stormwater/best-management-practices

16.12 this Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, the only remedy is that there may be an equitable adjustment of the schedule based on City’s sole discretion.

21. Severability. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions unenforceable, invalid or illegal.

22. Waiver. Waiver by any party of any portion of this Agreement shall not constitute a waiver of the same or any other portion hereof.

23. Governing Law. This Agreement shall be governed by and interpreted in accordance with California law.

26. Notices. If either party shall desire or is required to give notice to the other such notice shall be given in writing, via email, and concurrently delivered by: (a) personal delivery, in which case notice is effective upon delivery; (b) overnight courier (i.e., Federal Express) with charges prepaid or charged to the sender’s account, in which case notice is effective when delivered; (c) priority U.S. Mail, in which case notice shall be deemed delivered on the second business day after the deposit thereof with the U.S. Postal Service. Notices shall be addressed to recipient as follows:

To CITY:

Ken Morgan,
Information Technology
809 Center St, Santa Cruz, CA 95060
[email protected]
831-420-5095
To CONSULTANT:

AdaptivEdge LLC,
Stephen Soper
2127 San Antonio Ave Alameda, CA 94501
[email protected]
415-534-9477
Changes to the above information shall be given to the other party in writing ten (10) business days before the change is effective.

27. Counterparts. The Parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party’s signature shall be accepted and valid as an original.

16.13 Approved As To Form:

By: _____________________________ Date: __________________ Office of the City Attorney

CITY OF SANTA CRUZ
By: _____________________________ Date: __________________ Ken Morgan
Information Technology Director

CONSULTANT
By: _____________________________ Date: __________________ Printed: ___________________________ Title: __________________ DocuSign Envelope ID: FC93F57B-08A7-4628-9258-445C865F8BF5 11/14/2023
11/14/2023
Stephen Soper Principal

16.14 EXHIBIT A: SCOPE OF WORK
Technical Approach and Work Plan
Technical Approach
The project approach outlined in the RFP closely matches the methodology AdaptivEdge uses to complete migrations to Microsoft 365. We have successfully performed migrations of file servers, SharePoint on-premises environments, Google Workspace, Box, and Dropbox content to Microsoft365. We have also completed many successful Microsoft 365 tenant-totenant migrations.

Discovery and Planning
The project starts with the project kick-off meeting to review the project objectives and goals, document the project success criteria, define roles and responsibilities, discuss the high-level project timeline, and establish the meeting frequency which is usually a weekly cadence.

During this phase we document the project scope of work. A comprehensive project plan is developed, and the project schedule is defined. Roles and responsibilities are identified, and the communication plan is created.

To discover and analyze the environment, Powershell scripts are run against The City’s file system and SharePoint Online (SPO) environments, including both the City’s and Water Department’s tenants, to inventory all the folders, files, and permissions.

Using the inventory data, AdaptivEdge creates Power BI analytical reports to help clients understand their content quickly by providing dynamic data visualization of content by date, file types, authors, and relevance.

The Power BI reports provide flexibility and adaptability to better understand what exists, the constraints (i.e. special file types that are not SharePoint Online compatible, long file paths, too many files in a folder, etc.), and how to best break down the review process for Business Stakeholders and End Users. The reports streamline the process of identifying the source environment structure, validate capacity requirements, and facilitate the design of the target information architecture. For users that are not currently licensed for Power BI, AdaptivEdge exports the reports to Excel or PowerPoint or can extend temporary Power BI licenses to the Client's tenant for the short duration needed for stakeholder users to review the reports.

AdaptivEdge's overall content analysis methodology expedites the design process. The outcome is an optimized information architecture that provides a solid extensible foundation for secure collaboration and future growth. Emphasis is placed on developing a flat topology that follows Microsoft best practices and directly facilitates the future migration of the additional departments into the tenant.

Governance Plan
Governance provides the roles, policies, and guidelines regarding the use and management of SharePoint and Teams. The information architecture provides the outline to guide the governance plan; therefore, this work is usually done after the Information Architecture is completed.

The governance committee is created and staffed with representatives from across the organization at various job levels, and committee membership should change on a periodic basis. The governance committee takes an iterative approach to identify the policies, procedures, permissions, access, external sharing, labeling, auditing, and configuration that supports the management and stability of the information architecture and data as well as supports the business needs and business requirements.

Business continuity processes, compliance processes and change management policies are also defined. Compliant and noncompliance use cases can be brought before the committee for discussion and decision to adapt or change the existing policy and/or information architecture. All changes are processed through change control. Fit-for-use guidelines are developed to identify the use cases for SharePoint, Teams, and other Office 365 tools.

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16.15 The information architecture is used to validate the governance plan for each iteration and auditing is performed to identify compliance issues.

Information Architecture
Information architecture is the foundation for SharePoint and Teams. The objective is to design the information architecture to adhere to SharePoint and Teams platform boundaries and limits which include file path length thresholds, file size limits, and list view limits. Usability objectives include file type compatibility, access to content that is intuitive and streamlined, workgroups and process patterns promoted, sharing is cultivated, and it is secure and scalable. Each of these objectives is an important example of why the information architecture should be carefully designed instead of using a lift-and- shift approach of migrating content into existing SharePoint and Teams sites.

We recommend deploying the OneDrive sync client because it allows users to access Teams and SharePoint files locally in the file explorer window on their local workstation, closely mimicking the look and feel of the traditional file server they are accustomed to. If the OneDrive sync client is to be used it cannot sync more than 300,000 files and often has issues with over 100,000 files, so this is an important consideration when designing the information architecture.

The first step when designing the information architecture is to identify the content to be migrated and exclude content that is out of date, redundant, or trivial. To do this, content annotation worksheets are created from the output of the discovery scripts.

Working sessions are held with Business Stakeholders and End Users to fill out the worksheets to profile the content, identify what regulatory requirements content is subject to, if content is active or archive, and how it is accessed and secured.

The completed worksheets are used to create the draft information architecture and stakeholder review sessions are conducted to validate the design. Additional design work is completed to accommodate specific use cases, versions to migrate, metadata mapping and retention. Archive content can be stored in separate archive document libraries so that this content is out of the way of users browsing for active content. Separating archive content is also important if the OneDrive sync client is used since the OneDrive sync client can be configured to sync document libraries containing only active content and not exceed the 300,000-file limit by including archive content. Content access frequency is also an important consideration. For example, a Team site might be needed if the content is active and accessed within a department or working group. Teams channels are planned and created to keep content and conversations in context with the topic. If the content is inactive or is accessed by the entire organization, then one or more SharePoint sites can be implemented for each department, with separate libraries based on permissions, context, and retention.

The result is an information architecture that includes a SharePoint and Teams site map that includes navigation, permissions, search scopes, compliance labeling and branding.

To prepare for the data migration, target sites are created and linked to a flat hub and spoke topology. Security is configured.

Site templates are created and applied. Six (6) site templates (one for each department) will be developed with light branding such as site colors and client-provided graphics.

Data Migration
The in-scope file server and SharePoint Online content should be migrated using migration tools to preserve file metadata such as modified date, created date, modified by, and created by. If the content is migrated via drag and drop or robocopy scripts, the date and author metadata are overwritten. Migration tools also offer the ability to limit downtime and disruption to user productivity.

AdaptivEdge intends to use the free Microsoft Migration Manager tool for the file server migration and the AvePoint FLY migration tool for the Water Department’s SharePoint/Teams tenant-to-tenant migration. The Fly migration tool costs $20/user.

This license is only required to migrate the Water Department user content from the separate Microsoft 365 tenant to the City’s primary Microsoft 365 tenant. It was unclear from the RFP and Addendum how many users within the Water Department are DocuSign Envelope ID: FC93F57B-08A7-4628-9258-445C865F8BF5

16.16 in a separate tenant, so AdaptivEdge has assumed fifty. That number and the associated cost for the AvePoint FLY tool will need to be updated based on the actual number of Water Department users currently in the separate Microsoft 365 tenant.

Both the Microsoft Migration Manager and the FLY migration tools are used to first run a baseline migration to seed the target environment. A migration is a copy operation and content is copied and not moved to the target environment; therefore, users continue to access the content in the source environment while incremental migrations are run to copy new and changed content to the target. When all content is copied and validated in the target environment a final incremental migration is run after which users then access content in the target environment. The final incremental migration is known as the cutover migration since access is cutover from the source environment to the target environment. We recommend keeping the source environment available in a read-only capacity after the cutover for at least two weeks to serve as a reference to verify the integrity of the migration.

Since the City wants to perform the content migration, AdaptivEdge will complete the pilot migration and then train the City’s IT department to perform the remainder of the migrations following the documented migration plan. AdaptivEdge will be available to support the migration effort which involves configuring the migration jobs in both the Microsoft Migration Manager and FLY migration tool, executing the jobs, troubleshooting migration issues, and validating the migrated content in the target environment. The support effort is conservatively estimated at 60 hours. If the City requires less support effort than the estimated 60 hours, then AdaptivEdge will be able to reduce the cost of the Project accordingly.

Training / Knowledge Transfer
AdaptivEdge’s end-user training approach focuses on providing The City of Santa Cruz with training assets that can be reused and re-purposed without additional time and expense. A learning portal can be created where all end-user training content is centrally stored and accessible. Microsoft Learning Pathways is leveraged, providing a template as well as syndicated training content provided by Microsoft. The training portal site and content can be customized to The City of Santa Cruz’s needs.

Over years of delivering end-user training, we have learned that people do not truly absorb and master new technology through watching long demonstrations or tutorials. Most people need to learn new skills and tools in small increments where they can find training content on-demand. Further, most people prefer video-based training, as YouTube aptly proves. As such, AdaptivEdge highly leverages produced video tutorials as the primary tactic for end-user training. Video training can be very short and task-based so that it is quick and easy for people to consume. For example, a 5-minute training video on how to sync a SharePoint library using the OneDrive client is preferable to an hour-long training where the user must search through the training to find the relevant answers they are looking for.

These training videos are stored in the learning portal, which allows users to find and re-watch content on-demand when and where they need it. It also allows future employees to consume training content that they missed. Live training sessions will still be conducted (and recorded for future viewing) with departments to allow for interactive questions and answers, but AdaptivEdge emphasizes video-based training so that The City of Santa Cruz can continue to benefit from these training assets for years to come.

Runbook documentation will be created for Microsoft Migration Manager and Fly migration tool configuration and execution, monitoring and maintenance of SPO sites, and backup and recovery.

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16.17 EXHIBIT B: FEE SCHEDULE
Cost Proposal
The following table shows the project cost.

Project Phase Engineer Hours Fee Schedule
Phase 1: Discovery / Planning 24 10%
Phase 2: Information Architect 142 20%
Phase 3: Governance Plan 38 10%
Phase 4: Data Migration 90 20%
Phase 5: Training and Knowledge Transfer 46 10%
Phase 6: Organizational Change Management 50 30%
TOTAL 390 100%

Resource Hours/Users Hourly Rate Estimated Cost
Sr. Microsoft 365 Architects & Adoption Consultant 390 $200 $78,000 Project Manager 100 $160 $16,000
FLY Migration Tool ($20/user) - 50 Water Dept Users Assumed* 100* $20 $2,000 Microsoft Migration Manager $0
Estimated Travel Expenses $0
TOTAL COST $96,000
*The exact number of Water Department users is not known. A 100-user estimate was used for example pricing; however, the actual number of users should be used to determine the AvePoint FLY migration tool cost.

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16.18 EXHIBIT C: WORK SCHEDULE
Work Plan
The project will be staffed with 2 Senior Microsoft 365 Architects/Consultants and 1 Project Manager. AdaptivEdge can start the project on November 2, 2023. The estimated project schedule is provided below with start and end dates based on an November 2, 2023 start date. The provided dates are estimates and will be updated and adjusted based on when all contracts are finalized and the project begins.

Estimated
Hours
Discovery / Planning
Project Kick-off 2
Inventory and review SharePoint and File Server content 8 Create content analysis reports in Power BI 12
Review content analysis with business stakeholders and users 2 Subtotal 24

Information Architect
Review source site IA structure 8
Inventory in-scope content 30
Design information architecture 30
Develop migration batches and migration plan 4
Plan migrations 18
Branding 52
Subtotal 142

Governance Plan
Create governance committee 4
Define governance policies 4
Identify the following roles 6
Demonstrate roles 4
Define access policy 8
Define site provisioning 6
Create fit-for-use for SharePoint, Teams, other 6
Subtotal 38

Data Migration
Set up the migration tool 2
Create required service accounts and application profiles 2 Connect to source and target 2
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16.19 City of Santa Cruz Professional Services Agreement for SPO Configuration and Implementation November 2023 (Form Rev.01/23 ) Page 17
Configure Baseline migration targets 4
AD Groups created / available 0
Configure permissions 2
Pilot migration
Run pilot migration 6
Review outcome with project team and stakeholders 2
Adjust migration planning as necessary 2
Migration (executed by The City of Santa Cruz)
Train client IT department 8
Migration support 60
Subtotal 90

Training and Knowledge Transfer
Develop end user training 16
Assemble runbooks for ongoing maintenance and support 16 Ensure all tasks are complete 2
Complete any outstanding items 4
Collect all documents 4
Secure final deliverable folder and send to customer 4
Subtotal 46

Organizational Change Management
Build the Case for Change 4
Build a Change Advocate Network 8
Develop Personas and Use Cases 8
Draft Communications 24
Implement Learning Pathways for M365 Training/Support 6 Subtotal 50

Project Management 100
Total 490
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16.20 City of Santa Cruz Professional Services Agreement for SPO Configuration and Implementation November 2023 (Form Rev.01/23 ) Page 18
EXHIBIT D: INSURANCE REQUIREMENTS
Consultant shall procure and maintain insurance against claims for injuries to persons or damages to property and otherwise which may arise from or in connection with the performance of the work under this Agreement and the results of that work by Consultant, its agents, representatives, employees, or subcontractors.

A. CERTIFICATE REQUIREMENTS
The City will be issued a Certificate of Insurance (a Memorandum of Understanding will not be accepted) with the following minimum requirements:
 Certificate(s) will show current policy number(s) and effective dates,  Coverage and policy limits will meet, or exceed, requirements below,  The Certificate Holder will be City of Santa Cruz, Risk Management, 1200 Pacific Ave., Suite 290, Santa Cruz, CA 95060,
 Certificate will be signed by an authorized representative,  An endorsement, if required below, will be provided to show the City, its officers, officials, employees, and volunteers as additional insureds, and
 Coverages must be maintained during the term of the Agreement with the City, unless a longer duration is required as specified below.

Coverage will be at least as broad as:
 COMMERCIAL GENERAL LIABILITY (CGL): $1,000,000 PER OCCURRENCE; $2,000,000 AGGREGATE Proof of coverage for $1 Million per occurrence and $2 Million in the aggregate including products and completed operations, property damage, bodily injury, personal and advertising injury will be provided on Insurance Services Office (ISO) Form CG 00 01 covering CGL.  PROFESSIONAL LIABILITY (ERRORS AND OMISSIONS): $2,000,000 PER OCCURRENCE OR CLAIM, $2,000,000 AGGREGATE.

Proof of coverage for $1,000,000 provided on ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), per accident for bodily injury and property damage.
 WORKERS’ COMPENSATION AS REQUIRED BY THE STATE OF CALIFORNIA, WITH STATUTORY LIMITS, AND EMPLOYER’S LIABILITY INSURANCE: $1,000,000 per accident for bodily injury or disease.

DocuSign Envelope ID: FC93F57B-08A7-4628-9258-445C865F8BF5

16.21 City of Santa Cruz Professional Services Agreement for SPO Configuration and Implementation November 2023 (Form Rev.01/23 ) Page 19
The Worker’s Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. (Not required if Consultant provides written verification it has no employees) - If Consultant has no employees, Consultant shall complete and sign a Workers’ Compensation Exemption Declaration and Release of Liability.
 For Data Security and Privacy Liability

1. Consultant shall maintain one or more insurance policies - Privacy, Technology and Data Security Liability, Cyber Liability, or Technology Professional Liability Insurance coverage in the amount of $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant in this contract.

2. The policy(ies) shall include coverage for claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information.

3. The policy(ies) shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

4. The policy(ies) shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of the Consultant.

C. OTHER INSURANCE PROVISIONS
The insurance policies are to comply with the following provisions:
 ADDITIONAL INSURED STATUS
The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations, products and completed operations. General liability coverage will be provided in the form of an endorsement to Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 (if a later edition is used).
o PRIMARY COVERAGE
For any claims related to this Agreement, Consultant’s and all subcontractor’s insurance coverage will be primary and non-contributory as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers will be excess of Consultant’s and all subcontractor’s insurance and will not contribute with it.
 NOTICE OF CANCELLATION
Each insurance policy required above shall state that the coverage shall not be canceled, except with notice to the City.
 WAIVER OF SUBROGATION
Consultant hereby grants to the City a waiver of any right to subrogation, except as otherwise not applicable, which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss, DocuSign Envelope ID: FC93F57B-08A7-4628-9258-445C865F8BF5

16.22 City of Santa Cruz Professional Services Agreement for SPO Configuration and Implementation November 2023 (Form Rev.01/23 ) Page 20
including attorney’s fees under such insurance. Consultant agrees to obtain any endorsement that may be necessary to effectuate this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.  EXCESS LIABILITY/UMBRELLA INSURANCE POLICIES
Consultant may use excess liability/umbrella policies to meet the required liability limits on the condition that they provide all of the insurance coverages required herein, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The excess liability/umbrella insurance policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying CGL insurance. No insurance policies maintained by the additional insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted.  DURATION OF COVERAGE
CGL & Excess Liability/Umbrella policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.  SELF-INSURED RETENTIONS (SIR)
Self-insured retentions must be declared to and approved by the City. City may require Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses.

The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
 ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City.
 CLAIMS MADE POLICIES
If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.  VERIFICATION OF COVERAGE
Consultant will furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy (and CPL, automobile and any Excess Liability/Umbrella policies, as applicable) listing all policy endorsements to be approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning will not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

D. SUBCONTRACTORS
DocuSign Envelope ID: FC93F57B-08A7-4628-9258-445C865F8BF5

16.23 City of Santa Cruz Professional Services Agreement for SPO Configuration and Implementation November 2023 (Form Rev.01/23 ) Page 21
Consultant shall include their subcontractor(s) as additional insured(s) under the policies or shall furnish separate certificates and endorsements for each contractor and subcontractor. Consultant shall require and verify that all contractors and subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City, its officers, officials, employees, agents, and volunteers are named as additional insureds on insurance required from its contractor(s) and subcontractor(s).

E. SPECIAL RISKS/CIRCUMSTANCES
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Consultant.

DocuSign Envelope ID: FC93F57B-08A7-4628-9258-445C865F8BF5

16.24 City of Santa Cruz
Proposal
RFP No. IT-0009
Microsoft SharePoint Online
Configuration and Implementation
August 30, 2023
www.adaptivedge.com

16.25

Page 2 ends

Santa Cruz City CouncilAugust 27, 2024

Santa Cruz City Council
August 27, 2024