Agenda packet — Santa Cruz City Council, December 10, 2024 (part 2 of 7)

Fire Zones/Land Use Relationships
Planning and
Community
Development/
Fire/
Parks and
Recreation
2 years
(see notes)
HC or
EFafter
Closed
GC34090(d)
2 Years after closed enforcement case.

Supporting code enforcement activity. Most
Fire Zones are located on City owned
property.

Firearm (missing/stolen) Police Permanent CLETS Dept. Policy Not located = Entered in CLETS Firearm Discharge Case Files Police 2 years GC34090
Firearm Qualifications Police
2 years
(see notes)
HC or EF
GC34090 2 years from date of qualification.

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Copies are provided by a private company.

If action is required, copies are attached and
permanently retained with the safety notice
(see Notices).

Flood Control, Administration, General Public Works 5 years HC or EF GC34090(d) Department Policy Includes Administration, General, Operations, Storm Drains Flood Control, FEMA Flood Maps Public Works
Permanent
HC and EF
(see notes)
GC34090(d) HC for 10 years, then EF
Form 700 Statements of Economic
Interests City Clerk
107 Years
(see notes)
HC and EF
GC81009(e)
California Fair
Political Practices
Commission
If original is paperHC: After 2 years on file,
it may be saved electronically and retained
for 5 more yearsit can be converted to EF.
**Non-elected designated filers such as
employees/advisory body members that are
not required to file full disclosure statement

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Record Retention Schedule

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Garage – Parts Inventory Public Works 2 years HC or EF GC34090(d) Includes telephones and radios Garage – UPS Charge Receipts Public Works 2 years HC or EF GC34090(d)

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Incl. working papers for Annual Rpt. to State
Controller; working papers for GANN’s
Limit and Funds Reconciliation and indirect
cost plan records.

General Plan
Planning and
Community
DevelopmentCC
Permanent
HC and EF GC34090(a) No records that affect title to real property may be destroyed Grants Police
5 years
(see notes)
EF
GC34090
Department t. Policy
Retain 5 years after closed. Includes
requests for payments and
correspondence.;
City Clerk maintains original documents, if
awarded
Grants Water
3 years
(see notes)
EF
Department Policy
Retain 3 years after closed. Includes
aApplications, Ffinancial Rreports and
Ccorrespondence
City Clerk maintains original documents, if
awarded

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Record Retention Schedule

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City Clerk maintains original documents, if
awarded
Grants/Loans – Community Development
Block Grants
Economic
Development and
HousingSuccessor
Agency,
and Finance
75 years
(see notes)
HC or EF
GC34090(d)
24CFR 570.502,2
CFR200.334
24CFR 85.42
OMB Cir. A-87, A102, A-110.

Retain 57 years after closed. Includes
Aapplications, reports, and supporting
documents; OMB Cir. A-87, A-102, A-110.

City Clerk maintains original documents, if
awarded

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LEGEND: CCP = Code of Civil Procedure CCR = California Code of Regulations CFC = California Fire Code CFR = US Code of Federal Regulations EF = Electronic File FC = Finance Code GC = Government Code HC = Hard copy HS = Health and Safety LC = Labor Code PC = Penal Code USC = United States Code RTC = Revenue and Taxation Code Record SeriesTitleype Department of Record Retention Period Statutory Reference Notes/Comments Grants/Loans – HOME Investment
Partnership Program
Economic
Development and
Housing
5 years*
(See notes)
HC or EF
24CFR92.508
•Rental housing projects: five years after the
affordability period terminates.
•Homeownership housing projects: five
years after the affordability period terminates.
•Tenant-based rental assistance projects:
five years after the period of rental assistance terminates. •Written agreements: five years after the
agreement terminates.
•Records covering displacements and
acquisition: five years after displacement and final payment to which they are entitled in accordance with § 92.353 has been received.If any action has been started before the required record retention period, records must be retained until completion of the action and resolution of all issues.

City Clerk maintains original documents, if
awarded

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City Clerk maintains original documents, if
awarded
Grants - Unsuccessful City Clerk FinanceALL
2 years after
ClosedHC or
EF
(see notes)
GC34090(d) Retain 2 years after closed. Applications not entitled.

Grants –, Urban Development and Social
Service Providers
City Clerk
Finance
5 years after
Closed
24CFR 570.502
24CFR85.42
GC34090(d)
Applications, reports, supporting
documents; OMB Cir. A-87, A-102, A-110.

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Applications, reports, supporting
documents.; OMB Cir. A-87, A-102, A-110.

City Clerk maintains original documents, if
awarded
Grants –Urban Development and Social
Service Providers
City Manager
City Clerk
Finance
4 years
after Closed
EF
(see notes)
24CFR 570.502
24CFR85.42
GC34090*
OMB Cir. A-87, A102, A-110
4 years after closed.

Applications, reports, supporting
documents
*OMB Cir. A-87, A-102, A-110.

City Clerk maintains original documents, if
awarded
Handbooks City Clerk
Current
version + 2
yearsCurrent
HC or EF
GC50110
Department Policy
Forward reference copies (3) each revision
to Sac State Library; UCB Institute of Gov.

Studies; Public Affairs Service of UCLA
Includes Councilmember Handbook and
Advisory Body Handbook
Hazardous Materials on City-owned
Property Documentation
Economic
Development and
HousingSuccessor Agency
Permanent
HC and EF GC34090(a) No records that affect the title to real property may be destroyed.

Heritage Tree Illegal Pruning/Removal
Citations
Parks and
Recreation
5 years
(see notes)
HC or EF
after Closed
GC34090(d)
Retain 5 years after case closed by Urban
Forester. Five years from the date of the
close of the issue.

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Heritage Tree Removal Permit Application Parks and Recreation 5 years
(see notes)
HC or EF
after Closed
GC34090(d)
Retain 5Five years from the date of removal
of the tree as authorized by the permit, or
five years from the date of denial of the
permit application.

Historic Preservation Planning Permanent GC34090(d) Historical. Includes historical structures & landmarks Historic Preservation: , Historic
Preservation Plans, Downtown and other
Conservation Areas
Planning and
Community
Development
Permanent
HC or EF GC34090(d)
Historical.

Plans for Includes historical structures and
landmarks Downtown and other
conservation areas
Homicide Police Permanent PC799

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Economic
Development and
HousingSuccessor Agency
and Planning
Permanent
3 Years
(See notes)
HC or EF
24CFR 85.42
24CFR 200.334
OMB Circ. A110.53(b)(c) ©
Housing funds are managed by ED. Includes
comprehensive Housing Authority Strategy,
Meeting Credit CertificateHousing bond
advisory, HOME, In-Lieu Housing
Mitigation, Low/Moderate Housing, Rental
Housing Assistance.
*In the event of litigation, claims or audit,
records shall be rRetain 3 years after ed
until all litigation (if any), claims or audit
findings involving the records have been
resolved and final action taken. Records will
be retained for 3 year AFTER resolution.

Records for real property and equipment
acquired with Federal funds shall be
retained for 3 years after final disposition.

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Affordable ADUs remain restricted in
perpetuity, unless the affordability is repaid
and removed.

Housing – Measure O (Inclusionary
Program)
Economic
Development and
Housing
5 years after
affordability
ends. (Ssee
notes.

HC or EF
Retain 5 years after affordability ends.

For projects with Inclusionary Units,
restrictions last in perpetuity. Certain older
projects are subject to 30 year affordability
terms, and affordability expires after this
time period.

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HS 11357(b)(c)(d)(e) and 11360(b) Reports Police
2 years
(See notes)
HC or EF
HS 11361.5(a) Retain for 2 years after date of conviction or arrest if no conviction HS 11357(de) (Juvenile) Police
Current
(See notes)
HC or EF
HS 11361.5(a) Retain until juvenile reaches age 18
Hydrant Installation Orders Water Permanent EF Department Policy As-built record drawings and Engineering Reports/Studies

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Index to Microfilm Records
Public Works
Planning and
Community
Development
Permanent
HC or EF GC34090(d)
Indexes (Microfilm) Planning Permanent GC34090(d)
Instructor Applications Parks and Recreation 2 years HC or EF GC34090(d) Insurance Benefits – Contracts for
Services and Policies Human Resources
6 years
(see notes)
HC or EF
Department Policy Retain 6 years after expiration.

Insurance Benefits – Coverage
Information and Correspondence Human Resources 4 years HC or EF Department Policy

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K-9 Program Police 5 years HC or EF GC34090

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Correspondence, reports, petitions and
bylaws
Accessory Dwelling Units Land Use
Agreements
Planning and
Community
Development
Permanent
HC GC34090(a)
All supporting documents. Hard Copy.

No records that affect title to real property
may be destroyed.

Land Use Control-Zoning Ordinance
Amendments
Planning and
Community
Development
Permanent
HC or EF GC34090(e) Building or site usage.

Landfill Ticket Receipts and Log Public Works 5 years GC34090(d) Department Policy Law Enforcement Bulletins/All Point
Bulletins Police
52 years
(See notes)
HC or EF
GC34090
*Only retain if notice is relevant or
applicable to SCPD.

Other Outside Agencies

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Legal Opinions City Clerk 5 years HC or EF GC34090(b) GC34090(d) If the legal opinions are part of Closed Session, they will be kept permanently in the Minutes, which are confidential.

Letters of Authority (LOA) Police 2 years HC or EF GC34090 Litigation City Clerk City Attorney
2 years after
Closed
Permanent
(see notes)
HC and EF
GC6254
GC34090(b)
EF after 5 years from resolution of case.

Includes Summons, Complaints, Writ of
Mandate
Consult with City Attorney’s office before
destruction.

Litigation Public Works 5 years GC34090(b)
Destroy After Consulting City Attorney for
Approval and noting that the CA, CC or HR
is maintaining records.

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Logs
Planning and
Community
Development
5 years
(see notes)
HC or
EFafter
Closed
GC34090(d) Retain for 5 years after closed. Includes: citations and complaints Lost/Found Property Reports (unless
entered in CLETS) Police 2 years HC or EF GC34090
Maps, Drawings (Building Division) Planning Permanent GC34090(a) No records that affect title to real property may be destroyed Medical Leave Human Resources
3 years
(see notes)
HC or EF
after date of
leave starts.
closinig
FMLA 1993; US
OHSHA;
29CFR 1602.30, 32
Retain 3 years after date of leave starts.

May include family leave, certifications and
tests.

Minutes of City Council Meetings, Original
(bound volumes) City Clerk Permanent
GC34090(e)
GC36814 GC40801
Retain permanently in original hard copy
format and Electronic format.

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Notices Fire 5 years HC CFC 104.6 Hard Copy Fire Prevention Safety and Sprinkler Inspections.

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Oaths of Office for elected officials and
commissioners are filed with the City
Clerk’s office then kept in the personnel file
Oaths of Office City Clerk
5 years after
term
completion
EF
Department Policy Oaths of office for appointed commissioners Oaths of Office – Advisory Body Members City Clerk
2 years
(see notes)
HC or
EFafter
completion
of term EF
Department Policy
Oaths of office for advisory body
members.Retain for 23 years after
completion of term.

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Parking - Permits Public Works 2 years HC or EF GC34090(d)

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Parking Violation – Payment Record Public Works 52 years HC or EF Department Policy

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Audit includes FEMA related payroll audits
to be conducted by FEMA. *IRS Reg.

31.6001-1(e)(z).

Payroll Timecards/Records Police 3 years GC34090 GC12946 Retain for 2 years after expiration Permit Applicant Files (expired or denied) Police 2 years GC34090

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Retain original copy until project is
complete. EF once project is completed.

Permits - Septic Waste Discharge Public Works 5 years HC or EF Department Policy PERS Employee Deduction Reports Finance
5 years
(See notes)
HC or EF
after
Termination
GC34090(d)
26CFR31.6001-1
29CFR 516.5, 516.6
LC1174(d)
Retain for 5 years after employment ends.

Personal History Investigation Files (hired
and non-hired applicants)(Eligibility List
Expired)
Police
43 years
(see notes)
HC or EF
GC12946
Retain for 3 years after closed
Retain for 4 years after date of employment
action, including termination or retirement.

Including background checks and
fingerprint cards
Includes non-hire applicant files

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Record Retention Schedule

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Pitchess Motions Police 5 years HC or EF GC34090 PC 832.5 PC Planning Administration
Planning and
Community
Development
2 years
(see notes)
HC or EF
GC34090(d)
Internal working files including
correspondence. Files will be reviewed
annually. Some may require retention
longer than prescribed herein
Planning Department Policies and
Procedures
Planning and
Community
Development
5 years
HC or EF Department Policy

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No records that affect title to real property
may be destroyed
Police Reports Police Permanent
EF
GC34090
PC799 PC803
Department Policy
Excluding reports that fall into separate
category listed in retention schedule.

Policies, Procedures and General Orders Police Permanent HC or EF GC34090 Department Policy Press Release Public Works All 2 years HC or EF GC34090(d) Except for releases related to records with longer retention periods.

Press Releases Planning 2 years GC34090(d) Press Releases Police 2 years GC34090

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Property Drug Destruction and Firearm
Destruction Lists – Drug Destruction Lists Police 10 years HC or EF GC34090 Property – Firearm Destruction List Police 10 years GC34090 Property - Occupancy Lists/
Correspondence/Lease Agreements Finance
Permanent
EF after 5 yearsHC and EC
(see notes)
Department Policy
Historical. EF after 5 years acceptable.

City-owned real property (includes rentals
and leased properties). Tenant rental
statements.

Property Inventory Records Finance
3 years
(see notes)
HC or EF
after Audit
GC34090(d)
Retain for 3 years after aAudit
Other than real property, Perpetual
Records beginning 1981.

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Downtown Pops! Program
City Clerk maintains original agreements.

Close is the later of: termination of lease;
end of hold over; and/or termination of
litigation.

Property Log Book Police 10 years HC or EF GC34090
Property – Unsuccessful Lease
Negotiations
Economic
Development and
Housing
2 years
(see notes)
HC or EF
GC34090(d) Retain for 2 years after negotiations cease.

Property, Real and Easements–
Acquisitions and Surplus Water Permanent HC and EF GC34090(a) Historical. City Clerk maintains original hard copy papers.

Public Hearing Notices and Action (Speed)
Letters City Clerk 5 years EF GC34090(d)

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Purchase Orders Finance
5 years
(see notes)
HC or EF
after Audit
GC34090(d)
Retain for 5 years after Audit.

Purchase Requisition Copies PoliceFinance 5 years HC or EF GC34090 CCP337 Originals retained in City Finance Pursuit Reports (CHP 187A) Police 2 years HC or EF GC34090

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Record of Court Referrals/ –
VolunteersCommunity Service Workers
Parks and
Recreation
Public Works
2 years
EF
GC34090(d)
Record of Court Referrals/Community
Service Workers Public Works 2 years
GC34090(d)
Recreation/Cultural
-National Register Nominations
Planning and
Community
Development
Permanent
EF
GC34090(a) Historical. All supporting documents.

No records that affect title to real property
may be destroyed.

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LEGEND: CCP = Code of Civil Procedure CCR = California Code of Regulations CFC = California Fire Code CFR = US Code of Federal Regulations EF = Electronic File FC = Finance Code GC = Government Code HC = Hard copy HS = Health and Safety LC = Labor Code PC = Penal Code USC = United States Code RTC = Revenue and Taxation Code Record SeriesTitleype Department of Record Retention Period Statutory Reference Notes/Comments Recruitment Human Resources
43 years
after
ClosingEF
(see notes)
GC12946;
GC6250;
29 CFR 1602 et seq;
29CFR 1627.3**29CFR 1607.4
Retain for 43 years after close
Applications, resumes alternate lists/logs,
indices; ethnicity disclosures, examination
materials; examination answer sheets, job
bulletins, eligibility, electronic databases.
.*29CFR 1607.4
Recycling Programs Public Works 2 years EF Department Policy Refuse Work Orders (Working Papers) Water 2 years HC or EF GC34090(d) Hard Copy Regional Cultural Arts Center: SC
Performing Arts Center, Museum, general
Parks and
Recreation 2 years
GC34090(d)
All supporting documents.

Registrants – Arson (Adults) Police
*5 years /*5
years or
Permanent
(See notes)
HC or EF/ 5
years
PC457.1(b)(2)
*Jan. 1, 1985- Nov. 29, 1994 – Required to
register for 5 years from date of
confinement or sentencing (if not confined)
*After Nov. 30, 1994 – Registration is
required for life

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LEGEND: CCP = Code of Civil Procedure CCR = California Code of Regulations CFC = California Fire Code CFR = US Code of Federal Regulations EF = Electronic File FC = Finance Code GC = Government Code HC = Hard copy HS = Health and Safety LC = Labor Code PC = Penal Code USC = United States Code RTC = Revenue and Taxation Code Record SeriesTitleype Department of Record Retention Period Statutory Reference Notes/Comments Registrants – Arson (JuvenilesJuevniles) Police
Current
(see notes)
HC or EF
PC457.1(b)(3)
*Registration is required until age 25 or
record is sealed
Registrants – Narcotic Police 5 years HS11594 Retain 5 years from date of release or termination of probation/parole Registrants – Sex (Adults)(Tier 1) Police
10 years
(see notes)
HC or
EFPermanen
t
PC290
Retain for 10 year minimum. Registrant may
be removed from list per PC 290 (d)(1)
*Life of registrant or removed from registry
per 290(a)(2)(f) PC
Registrants – Sex (Adults) (Tier 2) Police
20 years
(see notes)
HC or EF
PC290 Retain for 20 year minimum. Registrant may be removed from list per PC 290 (d)(2) Registrants – Sex (Adults) (Tier 3) Police
Permanent
(see notes)
HC or EF
PC290 *Retain for life of registrant per PC 290(d)(3)
Registrants – Sex (Juveniles) Police
Permanent
(see notes)
HC or EF
PC290(d)
*Registration is required until record is
sealed per WI 781 WI
Registrations Parks and Recreation 2 years HC or EF GC34090(d) Includes release waivers, classes/sports.

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Closed represents the later of 1) full, final
payment to each individual/household
relocated under the relocation plan, or 2)
the completion of construction for the
project, whichever comes last.

Relocatees’ files are confidential.

Relocation Plan and Documentation
Economic
Development and
HousingSuccessor Agency
3 years*
years* 49 CFR 24.9(a)
*Retain records an additional 7 years in the
event litigation was part of the project
process.

Rental Inspection Program
Planning and
Community
Development
Permanent
HC or EF GC34090(a)
Registration forms, affidavits, notices,
statements correspondence and photos
No records that affect title to real property
may be destroyed

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No records that affect title to real property
may be destroyed.

Reports-Annual Financial and State
Controller Finance Permanent HC or EF GC34090(d) Historical Reports-Revenue Analysis and Taxation Finance Permanent HC or EF GC34090(d) Requests for Dismissal Police 2 Years HC or EF GC34090
Requests for Proposals and Qualifications
(RFPs/ RFQs)
Economic
DevelopmentSuccessor
AgencyALL
5 years CCP337

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Human Resources keeps OSHA 300 Form
only.

Roll Call Information Police 2 5 years HC or EF GC34090 Department Policy Safety Employees Human Resources
5 years
(see notes)
HC or EF
after
Termination
29 CFR 1627.3;
29CFR 1602.30,.32*
*29CFR516.6 et seq.

Retain for 5 years after employment ends.

Police, fire, may include.: release
authorization., certifications, outside
employment, commendations, disciplinary
actions, terminations, oaths of office,
evaluations., *29CFR 516.6 et seq.

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Deduction authorization, beneficiary
designations, unemployment claims and
garnishments.

Sealed Records (Factually Innocent) Police
3 years
(see notes)
HC or EF
WI781.5
PC851.8 Retain for 3 years from date of arrest
Sealed Records (Juvenile) Police
5 years
(see notes)
HC or EF
WI781
Retain for 5 years from date record is
ordered sealed.

WI601 – Retain for 5 years from date of
order
WI602 – Retain until subject reaches age 18
Service Installation Orders Water WTEN Permanent HC or EF Department Policy As-built record drawings and Engineering Reports/Studies

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Sidewalk Vending Citations – Supporting
Documentation Planning 2 Years HC or EF GC34090(d)
Solid Waste – Capital Improvement
Project Public Works
Permanent
EF after 10
years
Department Policy Archive after 10 years

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Solid Waste - Rates Public Works 3 years HC or EF GC34090(d) City Clerk maintains legislative history Special Event Applications Police 2 years HC or EF GC34090 Special Events Files (Non-City Sponsored)
City Manager
Parks and
Recreation
2 Years
HC or EF GC34090(d) Including Permits
Special Programs - ----General Public Works 5 years HC or EF GC34090(d) Special Programs - Toxics Public Works Permanent HC or EF GC34090(d)

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Streetlighting Inventory Public Works 5 years HC or EF GC34090(d) Streets and Sidewalks - Administration Public Works 2 years HC or EF GC34090(d) Streets and Sidewalks - Maintenance Public Works 5 years HC or EF GC34090(d) Streets and Sidewalks – Utility
Undergrounding Public Works
5 years
(see notes)
HC or EF
Department Policy Retain 5 years past completion (EF/D) Subdivisions Public Works Permanent HC and EF GC34090(a)

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If part of litigation, refer to Litigation
Record series.

Subpoenas (Officers) Police
2 years
(see notes)
HC or EF
GC34090 Retain for 2 years from court appearance date noted on subpoena. after close Successor Agency Reports
Economic
Development and
Housing -
Successor Agency
5 2 yearsHC or EF GC34090(d)
Surveys and Studies Human Resources 2 years HC or EF
GC34090(d);
GC12946,
29CFR 516.6(2)*
29CFR1602.14
Including classifications, wage rates.
*29CFR1602.14.

Tapes – Interviews Police *2 years GC34090 Retain until case is adjudicated – minimum of 2 years

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Taxi Cab - General City Clerk 15 Years HC or EF GC34090(d) GC53075.5 Teams Posts ALL
6 Months
(see notes)
HC or EF
64 Ops.Cal.Atty.Gen.
317, 323 (1981)
Teams posts messages are for informal,
temporary communication. If a post message
falls into a category requiring longer
retention, staff should copy and save it to the
appropriate file.

Teams Chats ALL
30 days
(see notes)
HC or EF
64 Ops.Cal.Atty.Gen.
317, 323 (1981)
Teams chats are for informal, temporary
communication. If a message falls into a
category requiring longer retention, staff
should copy and save it to the appropriate
file.

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Time Off Requests Police 32 years HC or EF GC34090 Department Policy Tow Logs, Private Property Tow, and
Repossession Logs Police 2 years HC or EF GC34090 Private Property Tows and Repossessions Traffic Control - Circulation Public Works 5 Years HC or EF Department Policy Traffic Control - Intersections Public Works Permanent HC or EF GC34090(d) Traffic Control - Shuttles Public Works 2 Years HC or EF GC34090(d)

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Certifications/Designations (Termination of
Employee).

Training Approval Reports Police 2 4 years GC34090 GC12946 Training Records Human Resources
3 years
(see notes)
HS or EF
after
Termination
GC34090(d);
GC6250
Retain for 3 years after employment ends:

Employee registrations, volunteer program
training, class training materials,
internships, certificates.

Training Records Police
2 4 years
(see notes)
HC or EF
GC34090GC12946
Retain for 4 years after employment ends.

Includes Training Approval Reports

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LEGEND: CCP = Code of Civil Procedure CCR = California Code of Regulations CFC = California Fire Code CFR = US Code of Federal Regulations EF = Electronic File FC = Finance Code GC = Government Code HC = Hard copy HS = Health and Safety LC = Labor Code PC = Penal Code USC = United States Code RTC = Revenue and Taxation Code Record SeriesTitleype Department of Record Retention Period Statutory Reference Notes/Comments Water Main Connections (Recorded
Document) City Clerk Permanent HC and EF GC34090(a) Recorded documents are retained permanently in HC and EF Water Master Plans Water Permanent HC or EF GC34090(d)
Water Rights (Permits and Licenses) Water Permanent HC or EF GC34090(d) Historical Water System Audits, Internal Water Permanent HC or EF GC34090 Department Policy Wharf Master Plan Parks and Recreation Permanent HC or EF GC34090 Wharf Parking Receipts Public Works 2 years HC or EF GC34090(d) Work Schedules Police 2 years GC34090
Working Papers City Clerk
CurrentRetai
n as needed
HC and EF
Department Policy

9.151
From: Judi Grunstra
To: City Council
Subject: Consent Agenda Item 9 - Retention of Records
Date: Saturday, December 7, 2024 12:16:21 PM
Dear Council,
As a former librarian, I have an interest in being able to access documents, should someone wish to do research into a particular topic.

On page 18 of the Records Retention Schedule, it shows that audio and video recordings of City Council meetings are retained for 3 years. I feel that these should be retained longer in the cases of city projects that are still unresolved or have been contentious issues in the community. One example is the downtown library. Following the passage of Measure S, there were numerous meetings at which questions were posed of the then Library Director by City Council members. For historic purposes, those discussions on audiotape should remain accessible, and also the many City Council meetings in the following years as presentations were made that led that project to change into the mixed-use project it evolved into, and which is still not fully resolved. Minutes of meetings often lack much detail. If someone is doing historic research, at least the audio of city council meetings should be retained, though when there are presentations with video components like Power Point presentations, those are also important.

Also, since the library project was done under the Economic Development Department, would it be clear to researchers in the future to seek information there, rather than have a separate Library listing (even though the Library is under a Joint Powers Authority)? Thank you.

Judi Grunstra

9.152
City Council

AGENDA REPORT
DATE: 11/15/2024
AGENDA OF: 12/10/2024
DEPARTMENT: City Clerk
SUBJECT: Certification of the November 5, 2024 General Election (CC) RECOMMENDATION: Motion to adopt a resolution confirming and approving the canvass of ballots and returns for the City of Santa Cruz General Election held on November 5, 2024, and declaring that Measure Z (Sugar-sweetened Beverage Tax) passed by a majority vote of the electorate of the City.

BACKGROUND: At the June 25, 2024 meeting, Council adopted Resolution No. NS-30,360 calling for an election in the City of Santa Cruz for the purpose of placing a sugar-sweetened beverage tax measure on the ballot.

DISCUSSION: On November 5, 2024, the General Election was held in accordance with law and the votes were cast. The County Clerk certified the results of the election (Exhibit A).

Measure Z, a ballot measure to impose a $.02 tax on the distribution of sugar-sweetened beverage products in the City of Santa Cruz, passed, with a majority of voters voting in favor.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: Not applicable.

HEALTH IN ALL POLICIES (HiAP): Not applicable.

FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: No

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: No impact.

Prepared By:

Bonnie Bush
City Clerk
Submitted By:

Michelle Templeton
Assistant City Manager
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. RESOLUTION.DOC

2. STATEMENT OF VOTE.PDF

10.1 10.2
RESOLUTION NO. NSA RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CRUZ

CONFIRMING AND APPROVING THE CANVASS OF BALLOTS AND RETURNS FOR THE CITY OF SANTA CRUZ GENERAL ELECTION HELD ON NOVEMBER 5, 2024 AND

DECLARING THE RESULTS
WHEREAS, at the meeting of June 25, 2024, the City Council adopted Resolution No. NS30,360 calling for an election in the City of Santa Cruz for the purpose of placing a sugarsweetened beverage tax measure (Measure Z) on the ballot; and WHEREAS, on November 5, 2024, the election so called and ordered was held in accordance with law and the votes for Measure Z were counted; and
WHEREAS, the County Clerk has certified the results of the election.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Cruz that it hereby certifies the following:

1. The General Election referred to above was held in the City of Santa Cruz on November 5, 2024.

2. The certified canvass of returns is set forth in Exhibit “A” entitled Statement of Vote and incorporated by reference.

3. A ballot measure to impose a $.02 tax on the distrubution of sugar-sweetened beverage products in the City of Santa Cruz was submitted to the voters and votes were cast for and against the measure as follows:

Z – Sugar-sweetened Beverage
Tax Vote Count Percent
No 14,364 47.65%
Yes 15,780 52.35%
A majority of the votes cast were in support of this ballot measure. The measure (Measure Z) was successful.

PASSED AND ADOPTED this 10th day of December, 2024, by the following vote:

AYES:

NOES:

ABSENT:

10.3 RESOLUTION NO. NS2
DISQUALIFIED:

APPROVED: _________________________
Fred Keeley, Mayor
ATTEST: _______________________________
Bonnie Bush, City Clerk Administrator

10.4 Statement of Vote
Photo by Tom Fisk
November 5, 2024 Presidential General Election
Tricia Webber, Santa Cruz County Clerk
701 Ocean St., Room 310
Santa Cruz, CA 95060
831-454-2060 / 1-866-282-5900
831-454-2445 (FAX)
www.votescount.santacruzcountyca.gov

10.5 10.6

10.7 10.8
City Council

AGENDA REPORT
DATE: 11/26/2024
AGENDA OF: 12/10/2024
DEPARTMENT: City Manager
SUBJECT: FY24 Strategic Plan Annual Report (CM)
RECOMMENDATION: Motion to approve the FY24 Strategic Plan Annual Report.

BACKGROUND: In late summer 2022, the City of Santa Cruz (City) initiated the development of its Strategic Plan for FY 2024 to FY 2029 (Plan). This Plan provides a focused roadmap for addressing community priorities and challenges. Baker Tilly was selected through a competitive process and partnered with the City to lead this effort.

The creation of the Plan involved a comprehensive and inclusive process. This included an environmental scan to analyze local trends and challenges, community engagement through surveys and workshops, and strategic discussions with the City Council and staff. The Plan was informed by over 275 community survey responses, input from various departments, historical research, and City Council feedback.

Adopted in August 2023, the Strategic Plan outlines seven focus areas:

1. Fiscal Sustainability and Transparency

2. Strong Business Communities and a Vibrant Downtown

3. Housing

4. Homelessness Response

5. Public Safety and Community Well-Being

6. Natural and Built Infrastructure

7. Thriving Organization
These priorities reflect the City’s efforts and decision-making to ensure a sustainable and inclusive future for the community.

DISCUSSION: Since its adoption, significant progress has been made in implementing the Plan. A Strategic Plan Subcommittee was established to guide this implementation and ensure alignment at the departmental level. The subcommittee facilitated workshops with City departments to identify projects, goals, and performance metrics directly linked to the Plan’s focus areas.

As a result of these efforts, priority projects have been identified, laying the groundwork for monitoring progress and ensuring accountability in the future. These projects include infrastructure investments, housing initiatives, and enhancements in public safety and economic

11.1 vitality, and overall operational improvements. The collaborative process has strengthened the alignment between departmental activities and the City’s strategic vision, ensuring the effective utilization of resources and efforts.

City staff are now prepared to deliver the first annual progress report that covers various topics, including priorities, performance measures, projects, and new initiatives to ensure transparency and accountability.

The Strategic Plan is a living document that will require periodical updates to best meet the focus area goals. As projects evolve or are newly introduced, it may be necessary to adjust priorities, reallocate resources, and adapt to changing circumstances. Factors such as funding availability, staffing, new legislation, and emergencies will be considered when revising the plan.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: This action is exempt from CEQA, as it pertains to the allocation of existing funding for programs and projects that will not result in new construction or significant environmental impacts.

HEALTH IN ALL POLICIES (HiAP): The Strategic Plan aligns directly with the City’s Health in All Policies (HiAP) framework by incorporating equity, public health, and sustainability into its focus areas and implementation strategies. HiAP principles are embedded into decision-making so that the City works towards a just and equitable community where all residents can thrive. The identified projects outlined in the FY24 Strategic Plan Annual Report align with the three pillars (equity, public health, and sustainability) and include equitable access and affordable housing, economic opportunities, infrastructure investments, homelessness response, and accessible green spaces.

FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: No

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: There is no direct fiscal impact. However, implementing the programs and projects outlined in the Strategic Plan will be incorporated into the City’s annual and long-term budget priorities.

Prepared By:

Lisa Murphy
Deputy City Manager
Submitted By:

Michelle Templeton
Assistant City Manager
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. STRATEGIC PLAN ANNUAL REPORT FY24.PDF

11.2 STRATEGIC
PLAN

STRATEGIC
PLAN
FY24
ANNUAL
REPORT

11.3 Provide public safety services that support well-being and healthy communities.

FOCUS AREA #5: PUBLIC SAFETY & COMMUNITY WELL-BEING

TABLE OF CONTENTS
03 Ensure that the City is on a strong financial trajectory, through planful investments and revenue development.

FOCUS AREA #1: FISCAL SUSTAINABILITY & TRANSPARENCY
Cultivate a thriving downtown and local businesses citywide to support economic health and vitality.

FOCUS AREA #2: STRONG BUSINESS COMMUNITIES & A VIBRANT DOWNTOWN Create and preserve housing for all with a focus on affordable and workforce housing.

FOCUS AREA #3: HOUSING
Working with the County and community partners, move toward positive outcomes in homelessness response, safety and health, balancing the interests of persons who are unhoused and housed, and the business community.

FOCUS AREA #4: HOMELESSNESS RESPONSE
Invest in sustainable, climate-adapted infrastructure and community assets in both the natural and built environment.

FOCUS AREA #6: NATURAL & BUILT INFRASTRUCTURE
Advance a high-performing organization where employees are empowered to deliver outstanding services to the community.

FOCUS AREA #7: THRIVING ORGANIZATION
04 06
08 09
10 12
PAGE 2
13 APPENDIX A: STRATEGIC GOALS & FOCUS AREAS

11.4 FOCUS AREA 1 | FISCAL SUSTAINABILITY & TRANSPARENCY

PERFORMANCE REPORT
Description FY24
Secure Grant Funding Through Monterey Bay Climate
Project Working Group
$1.05M awarded
>$15M pending
Ensure the City is on a strong financial trajectory, through planful investments and revenue development.

Advance Climate Resilience & Infrastructure: Initiated the exploration of a Climate Resilience District and an Enhanced Infrastructure Financing District to support sustainable development and long-term infrastructure improvements.

Fee & Revenue Updates: The City contracted with a consultant to update building, housing, public works, and fire fees, with recommendations to be presented to City Council in Fall 2025. Actively exploring new revenue sources, including first responder and stormwater fees. Wastewater financial planning is underway, with a rate study addressing capital needs for the next decade.

Modernize Financial Systems: Continued the implementation of a new Enterprise Resource Planning (ERP) system to streamline financial processes, enhance data accuracy, and identify key trends.

Improve Procurement Transparency: Successfully implemented an eProcurement platform to increase transparency and promote open competition for City contracts.

PROGRESS HIGHLIGHTS
PAGE 3

SPOTLIGHT
The Fire Department recently launched an effort to explore the possibility of implementing fees for enhanced services provided by the fire department. This initiative aims to create a revenue stream through billing insurance for services related to motor vehicle accidents and other incidents. Considerations are also being made for Emergency Medical Services (EMS) calls that result from safety regulations not being followed.

First Responder Fee
A consultant has been procured to evaluate existing stormwater revenue mechanisms and explore alternative funding sources, such as parcel taxes and user fees. A technical memo detailing recommendations is anticipated in Q2 2025.

Revise and/or Create New Stormwater Revenues

11.5 FOCUS AREA 2 | STRONG BUSINESS COMMUNITIES & A VIBRANT DOWNTOWN

SPOTLIGHT
PAGE 4
Cultivate a thriving downtown and local businesses citywide to support economic health and vitality.

Event Growth: Continued success and expansion of City events, including Midtown Friday Summer Block Parties, Holiday Parades, Presidents Day Flag Ceremony, Tuesday Night Live concerts at the Wharf, and Earth Day celebrations, attracting residents and tourists and boosting the local economy.

Robust Construction Activity: High building permit valuations reflect ongoing development and improvement in the downtown area.

Community Engagement: Outreach efforts for the Midtown and Westside PBID (PropertyBased Improvement District) have strengthened community involvement and support for local business improvements.

Aesthetic Enhancements: Implemented downtown site furnishing standards, creating a cohesive and welcoming environment for both visitors and residents.

Public Space Investments: Continued progress on the San Lorenzo Park Master Plan and Harvey West Park Design, aligning with the strategic goal to invest in public and green spaces.

PROGRESS HIGHLIGHTS
In an effort to enhance recreational activities and make downtown more inviting, this project focuses on improving infrastructure in downtown alleys while incorporating beautification and play elements to attract families.

Downtown Play & Paseo Project
This project will support businesses and improve opportunities for business expansion.

Creation of Midtown & Westside PBID Feasibility Study
This project will implement a new land management system that will simplify processes and improve communications for customers, making it easier for businesses to obtain permits. Approximately 20% of the system design work was completed in FY24. Implementation is expected in early FY26.

Tyler Enterprise Permitting, Licensing & Land Management Application The City has successfully developed and implemented Downtown Design Standards, enhancing the aesthetics and functionality of downtown spaces with consistent amenities.

Downtown Site Furnishing Standards & Improvements

11.6 Downtown Plan Expansion: Released draft plan incorporating Council direction for 1,600- 1,800 housing units, 12-story maximum building heights, and 20% gross affordable housing. The final draft plan and EIR are expected in late 2024/early 2025.

Parklet Program: Ongoing efforts to enhance outdoor dining and community spaces.

Cedar Street Murals: Funded three murals on the Cedar Street Affordable Housing Project, enhancing the area with public art.

Alleyway Activation Program: Continued exploration and development of initiatives to activate and revitalize city alleyways.

Green Business Program: Increased certifications by 11 new businesses, demonstrating a growing commitment to sustainability across the community.

PROGRESS HIGHLIGHTS
Description FY24
Rental Revenues of City Properties $2.3M
% Change in Downtown Retail Commercial Vacancies -0.8%
% of Residents Within a 10-minute Walk to a Park 96%
# of Businesses Receiving Assistance to Start or Grow 185 # of Participants in Downtown Pops Vacant Storefront
Activation
4 property owners
5 businesses

PERFORMANCE REPORT
PAGE 5
FOCUS AREA 2 | STRONG BUSINESS COMMUNITIES & A VIBRANT DOWNTOWN

11.7 SPOTLIGHT
PAGE 6
FOCUS AREA 3 | HOUSING
Create and preserve housing for all with a focus on affordable and workforce housing.

Strong Development Pipeline: Identified nearly 3,500 housing units in various stages of development, demonstrating a robust response to the community’s housing needs.

Land Negotiations for Affordable Housing: Made significant progress in acquiring land to support the development of affordable housing, addressing critical housing shortages.

Housing Element Approval: Received one-time certification from the California Department of Housing and Community Development (HCD) for the City’s 6th Housing Cycle Housing Element—the only jurisdiction in Santa Cruz, Monterey, and San Benito counties to achieve this milestone.

Residential Approvals: Approved 500 residential units, including 95 deed-restricted affordable units, to increase the availability of diverse housing options.

Zoning Updates: Implemented updated zoning objective standards for multifamily and mixed-use residential developments, along with flexible density standards in the Coastal Zone, promoting equitable and diverse housing development.

Municipal Code Updates: Revised municipal code to require energy system upgrades in new and existing homes, enhancing sustainability, safety, and health standards for housing in the City.

HUD Grant Submission: Submitted a grant proposal to the HUD PRO Housing Program for funding to support equitable housing affordability and climate resilience initiatives in Santa Cruz.

PROGRESS HIGHLIGHTS
The Economic Development and Housing (EDH) team is analyzing various funding districts, such as Enhanced Infrastructure Financing Districts (EIFD), to establish sustainable funding for affordable housing. Grant requests have been submitted to support this planning.

Secure Permanent Funding Sources for Affordable Housing Multiple projects, including the Pacific Station South, Pacific Station North, and Downtown Library Affordable Housing Project, are underway to create 320 new affordable housing units in downtown Santa Cruz.

Creation of 320 100% Affordable Units Downtown
The Pacific Station South project is set for completion this calendar year, while construction for Pacific Station North commenced in May 2024, expected to finish in 2026. These projects will yield close to 200 affordable housing units in the downtown area.

Complete Pacific Station South and North

11.8 # of Affordable Housing
Units Developed
249
# of Accessory Dwelling
Units (ADU) Legalized
16 # of Housing Units in
Development Pipeline
3,500
FOCUS AREA 3 | HOUSING

SPOTLIGHT
This significant project will create 124 affordable housing units along with a modern library, childcare facility, and public parking. Building permits are in process, with construction anticipated to begin in Spring 2025.

Downtown Library Affordable Housing Project
# of Affordable Housing
Units Monitored
1,089
PAGE 7

11.9 Positive Trend in Homelessness Reduction: A significant decline in the Point-in-Time (PIT) Count reflects the effectiveness of the City’s homelessness response strategies.

Collaborative Partnerships: Strengthened partnerships with local agencies and organizations, such as the Severe Weather Shelter Program with the City of Watsonville and Santa Cruz County, have enhanced service delivery and resource coordination.

Proactive Shelter Planning for Shelter Needs: Continued progress on the development of the Coral Street Navigation Center, providing critical shelter and services, while the Mobile Crisis Response Team offers immediate, on-the-ground support to those experiencing homelessness.

Homelessness Response Strategic Plan: Adopted a comprehensive 3-year Homelessness Response Strategic Plan to guide future efforts and improve outcomes for unhoused individuals.

Homeless Encampment Response Grant: Secured $4.3M in funding to address and mitigate the impacts of homeless encampments within the city.

Pro-Housing Grant Award: Received a $500,000 Pro-Housing Grant to establish a security deposit and rental assistance program, reducing barriers to stable housing for low-income residents.

PROGRESS HIGHLIGHTS

SPOTLIGHT
PAGE 8
FOCUS AREA 4 | HOMELESSNESS RESPONSE
Working with the County and community partners, move toward positive outcomes in homelessness response, safety and health, balancing the interests of persons who are unhoused and housed, and the business community.

Planning is underway to establish a Mobile Crisis Response Team that will provide immediate assistance and support to individuals in crisis, helping to connect them with appropriate services.

Establish Mobile Crisis Response Team
Description FY24
# of People Served at Armory, 1220 & Safe Parking 555
Reduction in Point-In-Time (PIT) Count -36% from 2023
# of Tons of Debris Removed from Encampments 525
The aim is to create a long-term Severe Weather Shelter Program that works in conjunction with the Coral Navigation Center, providing essential shelter during severe weather events.

Establish Sustainable Severe Weather Shelter Program
Planning is ongoing for the Coral Street Navigation Center, which will serve as a critical resource for individuals experiencing homelessness. The project is currently in the planning phase, with grant submissions expected to improve conditions in the area.

Coral Street Navigation Center

PERFORMANCE REPORT

11.10 Community Well-Being: Opened the Sycamore Grove Nature Loop, providing residents and visitors with enhanced outdoor recreational opportunities and promoting environmental stewardship.

Integrated Health Response Team (Mobile Crisis Response): In collaboration with Santa Cruz County, the team will begin operations countywide in December 2024, offering immediate mental health and crisis intervention services.

Fire Consolidation Study: In partnership with the Central Fire District, the City will issue a request for a consultant in January 2025 to explore the potential consolidation of fire services, aiming to enhance efficiency and service delivery.

Youth Engagement in Public Safety: The Santa Cruz Police Department has relaunched the Teen Public Safety Academy, while the Fire Department is developing a Youth Academy and actively seeking funding to support the program.

Enhanced Downtown Safety: Reestablished a dedicated Downtown Police Unit to increase safety and visibility in the downtown area.

Homelessness Response Support: Increased Police Department staffing for the Homeless Response Team, bolstering the City's efforts to connect unhoused individuals with critical services and resources.

Local Hazard Mitigation & Climate Adaptation Plan: Drafted the City’s first combined update, integrating hazard mitigation strategies with climate adaptation efforts to build community resilience and protect against future risks.

PROGRESS HIGHLIGHTS SPOTLIGHT
PAGE 9
FOCUS AREA 5 | PUBLIC SAFETY & COMMUNITY WELL-BEING
Provide public safety services that support well-being and healthy communities.

Ongoing negotiations for a long-term fire services agreement with UCSC, following a one-year extension. These discussions will be informed by the upcoming Standards of Coverage survey.

UC Santa Cruz (UCSC) Fire Contract Negotiations
The Fire Department is working with consultant AP Triton to analyze current service levels and identify service gaps. The results will guide future improvements and inform consolidation discussions with the Central Fire District.

Fire Department Standards of Coverage Assessment & Survey Collaborating with Economic Development to create a downtown office that integrates public safety with tourism and community support activities.

Establish Downtown Satellite Public Safety Office
Conducting a staffing study to assess current and future personnel needs within the Police Department.

Police Department Staffing Study
Fire Response Time
to 911 Calls
(Within 8 Minutes)
89%
# of Arrests
2,699
Police Calls for
Service
75,705
# of Citations
4,475
Fire Calls for
Service
9,900

11.11 SPOTLIGHT
PAGE 10
FOCUS AREA 6 | NATURAL & BUILT INFRASTRUCTURE
Invest in sustainable, climate-adapted infrastructure and community assets in both the natural and built environment.

Collaborative Grant Pursuits: Secured significant funding, including a $128M loan for critical water infrastructure projects and an $8M FEMA grant for coastal restoration at Jessie Street Marsh, San Lorenzo Park, and Main and Cowell Beach.

Data-Driven Infrastructure Planning: Developing an AI-powered service to analyze park and facility usage, providing actionable insights to enhance community engagement and infrastructure planning by Summer 2025.

Holistic Infrastructure Development: Integrated climate adaptation into local hazard mitigation and infrastructure planning to strengthen community resilience against environmental challenges.

West Cliff Adaptation and Management: Restored transportation and utility infrastructure damaged during the 2023 and 2024 winters, initiated roadway relocation near Lighthouse Field, and began studying long-term management options for Lighthouse Point.

Water System Reliability: Secured a $128M loan to fund critical infrastructure projects, including upgrades to the Graham Hill Water Treatment Plant, replacement of University Tank No. 4, and portions of the Newell Creek Pipeline. Additionally, improved water infrastructure by replacing pipelines on Spring Street and Bethany Curve, completing emergency repairs on the Felton Diversion Pipeline, converting Beltz 12 wells into permanent Aquifer Storage and Recovery (ASR) wells, and completing the Newell Creek Pipeline Inlet/Outlet Replacement to ensure safe and reliable water storage at Loch Lomond Reservoir.

PROGRESS HIGHLIGHTS
This project, funded with nearly $6.9M from the Coastal Conservancy and $1.63M in local match, includes both construction and planning elements aimed at enhancing public access and resilience at the Wharf.

Implement Wharf Resilience Improvement Grant (Coastal
Conservancy)
The plan update is scheduled for public review from November 8th to November 29th and is expected to be presented to the City Council in early 2025, guiding future climate resilience efforts.

Local Hazard Mitigation & Climate Adaptation Plan Update This project awaits the outcome of a $15M FEMA BRIC grant.

Upgrade & Construct New Pump Stations on SLR Levee
Developed a long-term vision and worked closely with the community to develop a draft 5-year roadmap for West Cliff Drive that will go before the City Council in early 2025, focusing on sustainable management and resilience to environmental challenges.
50-Year Vision for West Cliff
Adopted and implemented three energy reach codes to improve community health and sustainability, installed the City’s first battery storage facility generating renewable solar energy, and expanded the municipal electric vehicle fleet charging stations.

Energy & Sustainability Initiatives

11.12 PERFORMANCE REPORT
Description FY24
Pavement Condition Index Rating Score 63
Compliance With Drinking Water Standards 100%
# of Annual Labor Hours to Maintain Parks & Open Space
Per Acre 69.77
Amount of Low Carbon Fuel Standard Credits Generated
from City Owned Vehicle Charges $1,200
# of Trees Planted 300
# of People Served by Recreational Facilities 99,952
Active Transportation Plan: Procured a consultant team to update the Active Transportation Plan with a Vision Zero focus, leveraging state and federal grants to improve pedestrian and cyclist safety.

Coastal Rail Trail: Completed environmental clearance for Coastal Rail Trail Segments 8 & 9, advancing sustainable transportation and connectivity across the City.

Coastal Resilience and Hazard Mitigation: Coordinated with the Coastal Commission on the Beaches and Bluffs Hazards chapter for the Local Coastal Program, set for completion in late FY25, and advanced FEMA certification for the San Lorenzo River Flood Control Project to enhance flood protection.

PROGRESS HIGHLIGHTS
FOCUS AREA 6 | NATURAL & BUILT INFRASTRUCTURE
PAGE 11

11.13 SPOTLIGHT
PAGE 12
FOCUS AREA 7 | THRIVING ORGANIZATION
Advance a high-performing organization where employees are empowered to deliver outstanding services to the community.

Commitment to Diversity, Equity, Inclusion, and Accessibility (DEIA): Completed a DEIA Mission Statement and increased diversity in representation across City committees and commissions to foster an inclusive work environment and equitable community engagement.

Workplace Violence Prevention: Delivered Workplace Violence Prevention Training to all employees ahead of the state deadline, demonstrating proactive efforts to ensure staff safety.

Infrastructure Safety Support: Implemented a safety boot and duty assignment program to maintain critical 24/7 repair services for the wharf, water, and wastewater systems.

Workforce Pay Investments: Enhanced pay to attract and retain staff across essential service areas, including water, transportation, environmental services, parking, recreation, and economic development.

Leadership Development: Developed and launched a pilot Supervisor/Manager Training Program to build leadership skills and improve workforce development.

PROGRESS HIGHLIGHTS
This initiative, led by Economic Development and Human Resources, focuses on creating new employee pathways and community workforce opportunities, including targeted outreach and recruitment efforts. October 23rd marked the third annual Trades Day event at the Santa Cruz Civic Auditorium. Approximately 600 high school students from 25 schools were in attendance to visit more than 25 exhibitors offering hands-on experience. The Santa Cruz County Skilled Trades Job Fair will be held in March 2025 at the Watsonville City Hall. This Job Fair is for adults seeking jobs, training and career opportunities in the skilled trades.

County-wide Trades Day and Skilled Trades Job Fair
MEASUREMENT FY24
# of Employees Who Attend Required Training 1,381
Average Vacancy Rate (Citywide) 14%
# of Employees Who Attended Citywide Safety Trainings 1,304 # of Trades & Tech Training Opportunities for City Staff 2 This initiative gathered insight from employees around the City to help inform Risk Management on the most needed trainings related to employee safety, such as First Aid, CPR, and AED training.

PERFORMANCE Safety Summit REPORT
Funded by the AHSC, this partnership with Santa Cruz Works and Digital Nest aims to create apprenticeships in local tech companies, enhancing skills development and job placement for residents.

Tech Workforce Development Program

11.14 Strategy 1A: Identify creative and expanded revenue approaches that provide sufficient resources and facilities to deliver services and programs that reflect the uniqueness of Santa Cruz.

Strategy 1B: Identify and adopt short- and long-term services priorities and fund them within available resources.

Strategy 1C: Develop financing strategies for capital investments and deferred infrastructure needs as identified in the long-range financial plan.

Strategy 1D: Evaluate cost recovery levels and identify fees that need to be updated.

Strategy 1E: Create community participation opportunities and training to increase understanding of the City’s financial standing and transparent fiscal decision making.

Strategy 1F: Modernize financial management software to streamline and automate the City’s processes, help identify patterns and data trends, and improve accuracy.

Strategy 1G: Leverage grant funding and advocate for resources at the state and federal levels.

FA1 FOCUS AREA #1: FISCAL SUSTAINABILITY AND TRANSPARENCY Strategy 2A: Support and expand Santa Cruz’s diverse and robust businesses.

Strategy 2B: Promote Downtown as a safe, youth and family-friendly center for commerce, housing, and transportation.

Strategy 2C: Implement the Downtown Plan Expansion, including a permanent arena for the Santa Cruz Warriors.

Strategy 2D: Grow events and cultural activities in the downtown, wharf and other commercial areas (i.e., midtown, westside, lower Seabright, Harvey West industrial area) to attract residents and visitors.

Strategy 2E: Activate City programs and other efforts to enhance and enliven Downtown, including along the river, and other commercial areas (for example, placemaking attractions like pop-ups, outdoor dining, public art, beautification programs).

Strategy 2F: Invest in public and green spaces to create a welcoming, safe and attractive place to spend time.

FA2 FOCUS AREA #2: STRONG BUSINESS COMMUNITIES AND A VIBRANT DOWNTOWN Strategy 3A: Support diversity in housing types and affordability levels to accommodate present and future housing needs of Santa Cruz residents.

Strategy 3B: Implement policies and programs that promote fair housing and equitable access to housing opportunities.

Strategy 3C: Certify and implement the Housing Element to increase housing production and enable increased funding eligibility.

Strategy 3D: Leverage partnerships, government resources and private financing to create affordable and transitional housing projects in the community.

Strategy 3E: Support housing production for permanent supportive housing and low-, very low-, and extremely-low income housing.

Strategy 3F: Ensure development is adequately balanced with increasing demand on City services.

FA3 FOCUS AREA #3: HOUSING
PAGE 13
APPENDIX A | STRATEGIC GOALS & FOCUS AREAS

11.15 Strategy 4A: Reduce the presence and social and environmental impacts of encampments in the City.

Strategy 4B: Seek funding for capital investment for homelessness response.

Strategy 4C: Support efforts that increase personal responsibility as an element of program outcomes.

Strategy 4D: Contribute to the development of temporary shelter and interim housing in a manner that supports rehousing people.

Strategy 4E: Collaborate with our community partners to create a regional approach to homelessness.

Strategy 4F: Identify and leverage existing county resources and funding to connect individuals with resources.

Strategy 4G: Provide services for people at risk of eviction to prevent homelessness.

Strategy 4H: Maintain and update the Homelessness Response Action Plan, with specific focus on developing services delivery and accountability metrics.

Strategy 4I: Provide outreach services for people living outdoors and in vehicles so they can be connected to housing and support services.

Strategy 4J: Advocate with the state and federal government for improved mental health and substance use disorder support.

FA4 FOCUS AREA #4: HOMELESSNESS RESPONSE
Strategy 5A: Ensure opportunities for people of all ages to stay active, keep connected, and contribute to the community’s economic, social, and cultural life.

Strategy 5B: Collaborate with stakeholders and allied agencies to find areas for increased alignment and accountability.

Strategy 5C: Evaluate and potentially establish an Integrated Health Response Team for the City.

Strategy 5D: Conduct a standards of coverage study for Fire to identify issues and needs.

Strategy 5E: Determine feasibility and funding of a regional public safety training center.

Strategy 5F: Identify opportunities for fire shared services and facilities with neighboring agencies.

Strategy 5G: Evaluate opportunities to utilize new technology, including replacement of aging radio/communication infrastructure, to enhance public safety effectiveness and efficiency.

Strategy 5H: Seek community input to better define an updated view of public safety.

Strategy 5I: Create opportunities for pro-social youth activities.

Strategy 5J: Identify and create opportunities to support and expand childcare.

FA5 FOCUS AREA #5: PUBLIC SAFETY AND COMMUNITY WELL-BEING FA6
Strategy 6A: Address deferred maintenance of critical infrastructure (i.e., water facilities and resources, wharf, streets, parks and open space).

Strategy 6B: Maintain the quality of parks and other natural amenities for enjoyment of residents and visitors.

Strategy 6C: Invest in technologies to preserve, protect, and enhance current and future infrastructure.

Strategy 6D: Maintain and further develop a skilled and trained workforce that can plan, develop, implement and operate climate adapted infrastructure projects, facilities and community assets.

Strategy 6E: Improve public transportation infrastructure to increase equitable access to sustainable travel options.

Strategy 6F: Identify and prioritize needed capital investments to support climate adaptation and achieve sustainability goals.

Strategy 6G: Continue aggressively identifying and pursuing grant, public-private, and low-interest loan financing programs, including becoming educated on how to best plan and structure projects to be grant-eligible.

FOCUS AREA #6: NATURAL AND BUILT INFRASTRUCTURE
PAGE 14
APPENDIX A | STRATEGIC GOALS & FOCUS AREAS

11.16 Strategy 7A: Foster a positive workplace culture where all employees are valued, included, listened to, and supported.

Strategy 7B: Increase employee engagement and recognition to ensure employees are productive and feel connected.

Strategy 7C: Address recruitment and retention challenges.

Strategy 7D: Drive diversity, equity and inclusion efforts to strengthen sense of belonging among City staff.

Strategy 7E: Create opportunities for training and professional growth for employees at all levels.

Strategy 7F: Work with regional agencies (Cabrillo College, Santa Cruz City Schools, etc.) and employers to develop a more direct workforce development and recruitment pipeline for the City.

Strategy 7G: Invest in tools, policies, and training to prioritize staff safety.

Strategy 7H: Continuously improve and modernize City service delivery.

FA7 FOCUS AREA #7: THRIVING ORGANIZATION
PAGE 15
APPENDIX A | STRATEGIC GOALS & FOCUS AREAS

11.17 City Council

AGENDA REPORT
DATE: 12/04/2024
AGENDA OF: 12/10/2024
DEPARTMENT: City Council
SUBJECT: Homeless Garden Project Fee Waiver (CN)
RECOMMENDATION: Motion to recognize the CEQA determination, including the environmental exemptions, and direct staff to waive the fees for processing the General Plan, LCP, and Zoning Ordinance amendments to designate 4 acres of the 11 acre Swenson property on the west side as agricultural land.

BACKGROUND: At the November 19, 2024 meeting, Council unanimously approved, among other things, the request from the Homeless Garden Project (HGP) to process, as expeditiously as possible, the redesignation of 4 acres of the 11-acre Swenson property as agriculture.

DISCUSSION: The above action was taken with the belief that the City would cover the processing costs of the redesignations.

Council has since learned that the HGP has been requested to submit a formal application requesting the redesignations and, also, to pay the processing fees of almost $12,000, and maybe more.

As a non-profit social services agency, HGP constantly struggles financially to provide its critical services. Its financial resources are limited, and it has previously expended a significant amount of funding in pursuit of utilizing Pogonip.

The City has a significant interest in keeping the HGP in the City and the Swenson property, where the program has been located since 1998, seems like a desirable location.

Based on the hardship the HGP has faced in finding a permanent home in the City and importance of considering the proposed redesignations, waiving the processing fees is both fair and reasonable.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: The Council’s direction as part of this report is not a final action that approves or adopts any changes and is therefore not a “project” under CEQA. An activity undertaken, supported, or authorized by a public agency is a “project” subject to CEQA only if it “may cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.” (Pub. Resources Code, § 21065.) Council’s direction is not a final approval that will cause a change to the environment.

12.1 In the alternative, if the Council action is considered a “project” under CEQA, the following exemptions applies:
• Class 6 Categorical Exemption because the action amounts to the collection of data, research, and evaluation that will allow for consideration of formal action on future applications. HGP will be responsible for conducting the appropriate level of CEQA review, and that information and CEQA clearance path will be presented to the Council with consideration of the future applications. (CEQA Guidelines Section 15306, Cal. Code Regs., tit. 14, § 15306.) • The “common sense” exemption applies because the Council is simply providing direction to staff, and there is no possibility that the Council’s direction may have a significant effect on the environment.” (CEQA Guidelines Section 15061(b)(3), 14 Cal Code Regs 15061(b)(3).) HEALTH IN ALL POLICIES (HiAP): HiAP is a collaborative approach to improving the health of all people by incorporating health considerations into decision-making across sectors and policy areas. HiAP is based on 3 pillars: equity, public health, and sustainability. The goal of HiAP is to ensure that all decision-makers are informed about the health, equity, and sustainability impacts of various policy options during the policy development process. The actions recommended herein support the pillar of equity by providing stability to a program that supports individuals experiencing homelessness. They support public health by assisting a program that offers jobs and job training to those experiencing homelessness and, thereby, improving their ability to become and remain healthy. The actions support sustainability by providing the opportunity for the HGP use their limited financial resources to permanently operate an organic farm in an environmentally sensitive manner. Therefore, the recommended actions are consistent with the three pillars of HiAP.

FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: Yes

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: This action will result in a loss of General Fund revenue of approximately $12,000. A budget adjustment is not necessary to account for this loss at this time.

Prepared By:

Sandy Brown
Councilmember
Submitted By:

Fred Keeley
Mayor
ATTACHMENTS:

None.

12.2 From: Doug Engfer
To: Sandy Brown; Fred Keeley
Cc: City Council; Darrieg; Brendan Miele
Subject: [HGP] Consent Item 12, Tuesday, 10 December 2024 Date: Friday, December 6, 2024 4:44:24 PM
Mayor Keeley, Councilmember Brown, and members of Council - On behalf of the Homeless Garden Project (HGP), I would like to extend our heartfelt gratitude for the unexpected blessing of your proposal to waive our filing fees for the land-use re-designation work we are currently pursuing with City Staff. While to some $12,000 may not seem like a huge sum, for us every dollar we conserve goes to our programs, and $12,000 can and will have a material impact.

I will attend the meeting on behalf of the Project, but will not plan to speak (unless the item gets pulled). Please accept this note of gratitude in lieu of any such remarks, and know that our entire organization appreciates and cherishes the support you all provide us.

Best,
Doug Engfer, Board member
“We have two ears and one mouth so we can listen twice as much as we speak." — Epictetus

12.3 City Council

AGENDA REPORT
DATE: 11/21/2024
AGENDA OF: 12/10/2024
DEPARTMENT: Economic Development and Housing
SUBJECT: 877 Cedar Street Purchase and Sale Agreement and Related Actions – Budget Adjustment (EDH)
RECOMMENDATION: Motion to:
1) Adopt a resolution authorizing the City Manager to negotiate and execute a Purchase and Sale Agreement for real property located at 877 Cedar Street Suite 100 (APNs 005-951-01, 005-072- 47, & -50), aka Commercial Unit 1, and execute any related documents, amendments, or modifications of a non-substantive or conforming nature, in a form approved by City Attorney, between the City of Santa Cruz and Ecology Action of Santa Cruz; and 2) Adopt a resolution amending the FY 2025 budget to appropriate $1,650,000 of funds from the Economic Development Trust Fund and the City Public Trust Fund to purchase Commercial Unit 1.

BACKGROUND: As City services have expanded to keep up with the growth of the City, staff has been adapting, evaluating, and updating its facilities to provide adequate offices and service space for its various teams. Santa Cruz is a dynamic community that is supported by an equally vibrant organization with an estimated 962.48 full time equivalent (FTE) employees in FY 2025 (FY 2025 Adopted Budget – Personnel Profile). Through evaluations dating back to at least 2014, and despite several renovations and acquisition of the new Parking building at 119-123 Locust, the City continues to struggle with space needs. As a result, teams must often adapt staffing and service models to fit unsuitable spaces, and it is clear that numerous facilities need modernization, optimization, or in some cases additional offices or facilities to support City staff.

Staff is actively conducting a fresh study of available spaces and staffing needs in an effort to optimize existing spaces, but existing and projected staffing levels already point to the need for new or expanded facilities. With the market for commercial office space still not fully recovered from the COVID-19 pandemic, there is an opportunity to secure high quality class A office space at a discount relative to historical prices. Such available space at the Ecology Action/Cruzio building is not only attractive due to its proximity to City Hall, but is also known to be well suited for City use, due to previous use by the Finance Department, who leased the space prior to the pandemic.

Staff has negotiated the terms below and recommends that City Council authorize the City Manager to finalize negotiations and execute a Purchase and Sale Agreement (PSA) for the

13.1 acquisition of the property. Approval will allow the acquisition to move forward through due diligence during the City Council’s holiday recess.

DISCUSSION: As noted above, staff is actively evaluating City Hall and Downtown office space needs. Where City Hall, the Annex, and other primary City office spaces are already at or near capacity, several departments, including Economic Development and Housing, have teams distributed across multiple smaller sites. The quality of office space throughout the City’s portfolio also varies, particularly as structures reach capacity. It is not uncommon, for instance, for staff to occupy former closets or share tight workspaces, with impacts to capacity, confidentiality, and morale.

In July 2023, an approximately 4,300 square foot commercial office condominium at 877 Cedar Street was listed for sale in the Ecology Action/Cruzio Building for $1.9 million. The structure is currently owned by Ecology Action of Santa Cruz, who also owns and operates Ecology Action on site. The property was constructed circa 1966 and recently remodeled in 2010. The unit is in good condition with modern offices and IT infrastructure. The property will enable staff to consolidate operations and staff facilities more efficiently based on the results of the current office space evaluation. This will improve operational efficiency and may allow reuse, reallocation, or leasing of other City owned office units to better optimize operations across City departments and divisions.

Staff recommends that City Council authorize the City Manager to finalize negotiations and execute a purchase and sale agreement, with the following terms:

Purchase Price: $1.6 million, subject to final terms and a 50% share of certain closing costs (see below).

Due Diligence Period: 10-days after approval, plus automatic 30-day extension if not completed within the initial due diligence period.

Deposit: City shall pay to Seller a deposit of $20,000 within ten (10) days of execution of the Agreement. The deposit will be applicable toward purchase price.

Closing Costs: Transfer taxes shall be Seller’s obligation. Standard title insurance (CLTA), recording fees, escrow fees and all other costs and charges of the escrow and closing shall be shared between the Purchaser and the Seller on a 50%/50% basis. The Purchaser shall pay the incremental premium for any extended coverage title insurance.

Broker’s Commission: Sheldon Wiseman Commercial (Seller’s Agent) shall be paid a Commission by the Seller through escrow at the close of escrow.

Note: The Broker’s Commission is paid by the Seller with no additional contribution from the City.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: The proposed action qualifies for the “Common Sense” exemption (CEQA Section 15061.b.3), such that “...Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.” In this

13.2 instance, the acquisition involves no modification to the environment and the unit to be acquired already exists and would continue to, regardless of whether the City acquires it or not.

HEALTH IN ALL POLICIES (HiAP): The proposed acquisition will consolidate City office spaces for administration and potential operations teams into a central location. This will reduce commuting between locations along with corresponding greenhouse gas emissions. It will also provide modern well-maintained facilities for staff offices and break rooms, while supporting staff services in a convenient walkable location that promotes healthy active transportation.

FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: No

2. This recommendation requires a budget adjustment: Yes

3. The recommendation creates an on-going expenditure commitment: Yes FISCAL IMPACT DESCRIPTION: There is no impact to the General Fund by approval of the recommended actions. The proposed acquisition price of $1.65 million will be funded through the Public Trust Fund with $500,000 of available funds and an additional advance from the Economic Development Trust Fund of $1,150,000, as detailed in the attached budget adjustment.

The advance from the Economic Development Trust Fund will be recorded as a receivable to be repaid as rent revenue and other funding is deposited into the Public Trust Fund over the next five (5) years.

Prepared By:

David McCormic
Development Manager
Economic Development and
Housing
Submitted By:

Bonnie Lipscomb
Director of Economic
Development and Housing
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. RESOLUTION.DOCX

2. DRAFT PURCHASE AND SALE AGREEMENT.PDF

3. BUDGET ADJUSTMENT.PDF

13.3 RESOLUTION NO. NSRESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CRUZ AUTHORIZING

THE CITY MANAGER TO NEGOTIATE AND EXECUTE A PURCHASE AND SALE

AGREEMENT WITH ECOLOGY ACTION OF SANTA CRUZ, FOR REAL PROPERTY LOCATED AT 877 CEDAR STREET SUITES 100-101 (APNs 005-951-01, 005-072-47 & - 50), AKA COMMERCIAL UNIT 1.

WHEREAS, the City of Santa Cruz wishes to acquire property located at 877 Cedar Street for city office space; and
WHEREAS, Ecology Action of Santa Cruz (Owner), has agreed to sell the property located at 877 Cedar Street Suite 100-101, aka Commercial Unit 1, to the City; and WHEREAS, the City Economic Development Trust Fund and Public Trust Fund have sufficient funds to purchase the property.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Cruz that that the City Manager is authorized to negotiate and execute a purchase and sale agreement with Ecology Action of Santa Cruz, in an amount not to exceed of $1,600,000, plus closing costs estimated not to exceed $50,000, from the Public Trust and Economic Development Trust Funds for acquisition of the property located at 877 Cedar Street Suites 100-101, aka Commercial Unit 1, APNs 005-951- 01, 005-072-47 & -50, under the terms and conditions presented herein; and, to execute any related documents, contracts, amendments, or other actions necessary to complete the purchase.

PASSED AND ADOPTED this 10th day of December 2024 by the following vote:

AYES:

NOES:

ABSENT:

DISQUALIFIED:

APPROVED:

Mayor
ATTEST:

City Clerk Administrator

13.4 DRAFT 11.18.24
1 PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
(877 Cedar Street, #100-101, Santa Cruz, CA)
This Purchase and Sale Agreement and Joint Escrow Instructions (this “Agreement”) is made as of _________, 2024 (“Effective Date”), between Ecology Action of Santa Cruz, a California non-profit (“Seller”), and City of Santa Cruz, a California municipal corporation (“Buyer”).

ARTICLE 1. AGREEMENT OF SALE.

Subject to and on the terms and conditions of this Agreement, Seller shall sell to Buyer and Buyer shall purchase from Seller all of the following (collectively, the “Property”):

1.1 Land. An undivided 10.4% interest as tenant in common for certain common areas ("Common Areas") of the real property located at 877 Cedar Street, Santa Cruz, CA 95060 (APN:
005-951-01 and APN-005-072-47 & 50), and a separate exclusive interest in Commercial Unit 1 (#100-101) ("Exclusive Unit"), as more particularly described in Exhibit A, together with (a) all privileges, rights, easements and appurtenances belonging to the real property, including without limitation all minerals, oil, gas and other hydrocarbon substances on and under the real property, (b) all development rights, air rights, water, water rights and water stock relating to the real property, and (c) all right, title and interest of Seller in and to any streets, alleys, passages, other easements and other rights-of-way or appurtenances included in, adjacent to or used in connection with such real property, before or after the vacation thereof (collectively, the “Land”);

1.2 Improvements. An undivided 10.4% interest as tenant in common for certain common areas, and a separate exclusive interest in Commercial Unit 1 (#100-101), for any and all structures, systems, facilities, fixtures, fences and parking areas located on the Land and any and all machinery, equipment, apparatus and appliances (including appliances in the kitchen on the Property) used in connection with the operation or occupancy of the Land (such as heating and air conditioning systems and facilities used to provide utility services, refrigeration, ventilation, garbage disposal or other amenities on the Land) and other improvements located upon the Land (collectively, the “Improvements”). The interest in the Improvements is further set forth in Exhibit A.

The Land and the Improvements are sometimes collectively referred to in this Agreement as the “Property.”

1.3 Personal Property. No Personal Property is being sold as part of this transaction.

All Personal Property will be removed pursuant to Paragraph 4.1.8. Any personal property remaining on the Property after closing shall be deemed abandoned by Seller.

1.4 Easements and Access. An exclusive right to use, possess and enjoy the exclusive use of Common Areas appurtenant to the Exclusive Unit, and a non-exclusive easement for ingress and egress, support, use, enjoyment and rights over, under, upon and through the common areas, as further set forth in Exhibit A.

13.5 DRAFT 11.18.24
2 1.5 Other Assets. To the extent owned by Seller, (a) all warranties upon the Improvements to the full extent such warranties are assignable, (b) copies of all plans, specifications, engineering drawings and prints relating to the construction of the Improvements, (c) all license agreements, copyrights, logos, designs, trademarks, trade names, service marks and all goodwill associated with the Property, (d) all other intellectual or intangible property used by Seller in connection with the Property; and (e) all claims and causes of action arising out of or in connection with the Property. Except as expressly stated herein, this paragraph does not convey any rights or interests in the business of Seller, any intellectual property rights of Seller, or similar non-tangible interests.

ARTICLE 2. PURCHASE PRICE.

2.1 Amount. The purchase price (the “Purchase Price”) for the Property shall be One Million Six Hundred Thousand Dollars ($1,600,000.00).

2.2 Deposit/Purchase Price. Within 10 business days after the Effective Date, Buyer shall deposit Twenty Thousand Dollars ($20,000) into Escrow (as defined below) into an interestbearing account on behalf of Buyer (the “Deposit”). The deposit shall be refundable to Buyer unless Buyer waives all contingencies by the expiration of the Due Diligence Period. The Deposit shall be disbursed to Seller if the Buyer approves the Due Diligence Investigation prior to expiration of the Due Diligence Period, and shall be applied to the Purchase Price at Closing. The failure of Buyer to make the Deposit within the time frame specified in this Section shall be material breach of this Agreement and Seller may terminate the Agreement. Buyer shall pay the balance of the Purchase Price to Seller through escrow at the Closing described in Section 9.1. On or before the Closing Date (as defined below), Buyer shall deposit into Escrow the Purchase Price, subject to adjustment by reason of any applicable prorations and the allocation of closing costs described below. The Deposit and Purchase Price shall be made by wire transfer of federal funds, cashier’s check or in another immediately available form. Notwithstanding anything herein to the contrary, One Hundred Dollars ($100.00) of the Deposit (the “Independent Consideration”) shall not be refundable to Buyer, but shall represent consideration for this Agreement and shall be paid to Seller. The Independent Consideration shall be paid to Seller within 3 days of the Effective Date. The Independent Consideration shall serve as consideration for the granting of the time periods herein contained for Buyer to exercise Buyer’s right to satisfy and approve all of Buyer’s conditions herein contained. If the Deposit is refunded to Buyer for any reason pursuant to this Agreement, the Independent Consideration shall be subtracted from the Deposit pursuant to this Section.

ARTICLE 3. DUE DILIGENCE.

3.1 Due Diligence Period; Inspection and Access.

3.1.1 Due Diligence Period. The “Due Diligence Period” means the period beginning the later of (a) the Effective Date or (b) the date on which Buyer has received all of the Due Diligence Documents (defined in Section 3.2) from Seller and ending at 5:00 p.m. on the date ten (10) days later; provided, however, if Buyer does not provide written approval or disapproval prior to the expiration of the Due Diligence Period, the Due Diligence shall automatically extend for one additional period of thirty (30) days.

13.6 DRAFT 11.18.24
3 3.1.2 Access to Information and the Property. Buyer shall conduct its investigation of the Property during the Due Diligence Period at no cost to Seller. This investigation (“Due Diligence Investigation”) may include, at Buyer’s option: a physical inspection of the Land and all Improvements thereon, including soil, geological and other tests, engineering evaluations of the mechanical, electrical, HVAC and other systems in the Improvements; review of all governmental matters affecting the Property, including zoning, environmental and building permit and occupancy matters; review and verification of all other information previously provided by Seller relating to the operation of the Property; and review of the condition of title to the Property, including the building, structural system and roof inspection; and review of such other matters pertaining to an investment in the Property as Buyer deems advisable, including any covenants, conditions and restrictions recorded against the Property or other similar limitation on ownership of the Property. In addition to the Preliminary Documents delivered to Buyer pursuant to Section 3.2, Buyer and its representatives shall have the right of access during reasonable business hours to all files, books and records, to the extent possessed or maintained by Seller or its agents, (including, without limitation, all of the Additional Documents to be made available to Buyer at the Property pursuant to Section 3.3), wherever located, relating to the Property, including the right to copy the same. Buyer and its representatives shall also have the right of access to the Property during reasonable business hours to conduct its investigation of the physical condition of the Property. Seller agrees that the rights granted to Buyer herein and the results of its Due Diligence Investigation shall not relieve Seller of any obligations Seller may have under any other provisions of this Agreement, or under other documents entered into concurrently herewith, or implied by law, nor shall they constitute a waiver by Buyer of the right to enforce any of the same. Seller shall cooperate with Buyer in its due diligence activities and provide access to the Property, its records, or provide information so long as it is within Seller’s control.

3.2 Delivery of Preliminary Documents. Within five (5) business days after the Effective Date, Seller shall deliver to Buyer, at Seller’s expense, all of the documents described in the remaining subsections of this Section 3.2 (collectively, the “Preliminary Documents”) in Seller’s possession or control.

3.2.1 Title Report and Survey. A preliminary title report or commitment for title insurance (the “Preliminary Title Report”), dated no earlier than ten (10) days before the Effective Date, covering the Property and issued by a title insurance company or companies acceptable to Buyer (the “Title Company”), together with a legible copy of each document, map and survey referred to in the Preliminary Title Report. Buyer, at Buyer’s sole cost, may obtain an as-built survey of the Property (the “Survey”) prepared by a certified land surveyor in accordance with the most recent American Land Title Association standards, certified by such surveyor to Buyer and the Title Company in a form acceptable to the Title Company for the purpose of deleting any survey exception from the Title Policy described in Section 4.1.3.

3.2.2 Leases. Any and all leases affecting the Property;

3.2.3 Soils Report. Any soils report on the Land prepared at Seller’s request or in the possession or control of Seller, including (if available) a report on compliance with any soils work recommended to be done prior to construction of the Improvements;

13.7 DRAFT 11.18.24
4 3.2.4 Engineers’ Reports. Any structural, mechanical, environmental or geological reports concerning the Property which have been prepared at Seller’s request or which are within Seller’s possession or control;

3.2.5 Tax Bills. Copies of all real property tax bills for the Property in Seller’s possession, custody, or control, if any;

3.2.6 Licenses, Etc. Copies of any licenses, permits or certificates required by governmental authorities in connection with construction or occupancy of the Improvements that are in possession of the Seller, including, without limitation, building permits, certificates of completion, certificates of occupancy and environmental permits and licenses;

3.2.7 Inspection Reports. Copies of all written reports received by Seller within three (3) years prior to the Effective Date from Seller’s insurance companies, any governmental agency or any other person or entity, which requires or demands correction of any condition, or requests modification in or termination of any uses of the Property, accompanied by Seller’s summary of (a) any oral reports from such insurance companies or governmental agencies, and (b) the present status of any matter noted in any oral or written report.

3.2.8 Covenants, Conditions and Restrictions and Related Documents. Any covenants, conditions and restrictions ("CCRs") affecting the Property, and any other documents or agreements reflecting the costs, expenses, and other terms and obligations relating to the CCRs or ownership of the Property.

3.2.9 Association Documents. Any and all articles of incorporation, bylaws, or other rules, policies or guidelines applicable to an ownership association responsible for governance of the Property, and any and all agendas or minutes from any such association for the past five (5) years.

3.3 Additional Documents and Information. From the Effective Date through the Closing Date, Seller shall make available to Buyer at the Property in accordance with Section 3.1, the documents and information described in this Section 3.3 (collectively, the “Additional Documents”):

3.3.1 Agreements. Copies of written, and written descriptions of oral, easements, covenants, restrictions, agreements, contracts and other documents, whether existing or, to the knowledge of Seller, proposed as of the Effective Date, including without limitation any agreements relating to the insurance, service, operation, repair, supply, advertising, promotion, sale, leasing or management of the Property, which (a) affect the Property, (b) are not disclosed by the Preliminary Title Report, and (c) have not been delivered to Buyer pursuant to Section 3.2.

If no such documents exist, Seller shall furnish its certification to that effect;

3.3.2 Warranties/Roof Inspections/HVAC Inspections. Copies of any and all guarantees or warranties and other rights given to Seller in connection with the construction, maintenance, repair or remodeling of the Improvements, periodic inspections, or the purchase of any of the Personal Property. If no such documents exist, Seller shall furnish its certification to that effect;

13.8 DRAFT 11.18.24
5 3.3.3 Insurance Policies. Copies of certificates evidencing the insurance carried by Seller of the Property;

3.3.4 Other Documents. All data, correspondence, documents, agreements, waivers, notices, applications and other records with respect to the Property relating to transactions with taxing authorities, governmental agencies, utilities, vendors and others with whom Buyer may be dealing from and after the Closing Date; and

3.3.5 Requested Information. Such other documents and information concerning the Property as Buyer may reasonably request.

3.4 Approval/Disapproval of Due Diligence Investigations. Buyer shall approve or disapprove the results of Buyer’s Due Diligence Investigation, in the exercise of Buyer’s sole discretion, by written notice delivered to Seller no later than the expiration of the Due Diligence Period. Buyer’s disapproval shall terminate this Agreement unless, at the time Buyer gives notice of its disapproval, Buyer also notifies Seller of Buyer’s desire to enter into negotiations with Seller for the purpose of reaching an accommodation concerning the disapproval. If Buyer so notifies Seller and the parties have not reached a written agreement satisfactory to both of them regarding the disapproval within 10 days after the date of the disapproval notice, Buyer, at its option, may either (a) elect to terminate this Agreement by so notifying Seller and recover the Deposit, or (b) elect to proceed with the transactions contemplated by this Agreement notwithstanding its earlier disapproval. If Buyer fails to deliver to Seller notice of its approval or disapproval of the results of its Due Diligence Investigation, subject to an automatic extension of thirty (30) days pursuant to Section 3.1.1, then Buyer shall be deemed to have disapproved such results. If Buyer elects to terminate the Agreement, Buyer shall return to Seller all of the Preliminary Documents and Additional Documents previously delivered by Seller to Buyer within 5 business days of such termination.

3.5 Title Review.

3.5.1 Monetary Liens. At its expense, Seller shall remove all liens on the Property at or prior to the Closing (collectively, “Monetary Liens”): (i) all delinquent taxes, bonds and assessments and interest and penalties thereon (it being agreed that Seller shall not be required to remove any non-delinquent taxes and assessments imposed by any governmental agency that are paid with the property taxes for the Property); and (ii) all other monetary liens, including without limitation all those shown on the Preliminary Title Report (including judgment and mechanics’ liens, whether or not liquidated, and mortgages and deeds of trust, with Seller being fully responsible for any fees or penalties incurred in connection therewith).

3.5.2 Approval/Disapproval of Title Review. Buyer shall approve or disapprove of the Preliminary Title Report, the Survey and any exceptions to title shown thereon (other than the Monetary Liens) in the exercise of Buyer’s sole discretion, within five (5) days prior to the expiration of the Due Diligence Period, including the extension provided for in Section 3.1.1, or thirty (30) days of delivery of the Preliminary Title Report, whichever is later. If Buyer disapproves, Buyer may either (a) terminate this Agreement by giving Seller written notice of termination or (b) give Seller a written notice (“Disapproval Notice”) identifying the disapproved title matters (“Disapproved Title Matters”). With respect to any Disapproved Title Matters, other

13.9 DRAFT 11.18.24
6 than the Monetary Liens, Seller shall notify Buyer in writing within 5 days after Seller’s receipt of the Disapproval Notice whether Seller will cause the Disapproved Title Matters to be removed or cured at or prior to Closing. If Seller elects not to remove or cure all Disapproved Title Matters, Buyer may, at its option: (i) subject to satisfaction of the other conditions to Closing, close the purchase of the Property and take title subject to the Disapproved Title Matters which Seller elects not to remove or cure; or (ii) terminate this Agreement in accordance with Section 9.6.1.

3.5.3 Buyer’s Options. If any Disapproved Title Matters (including the Monetary Liens) have not been removed at least 5 days prior to Closing or provision for their removal at the Closing has not been made to Buyer’s satisfaction, Buyer may, at its option: (i) close the purchase of the Property and take title subject to the Disapproved Title Matters which have not been removed; (ii) close the purchase of the Property and cure or remove the Disapproved Title Matters which have not been removed. Buyer may credit the costs of such cure or removal against the Purchase Price by reducing the amount of cash payable by Buyer at the Closing, but only to the extent such costs are expended to remove (A) Monetary Liens referred to in Section 3.5.1 or (B) Disapproved Title Matters which Seller agreed to remove; or (iii) terminate this Agreement in accordance with Section 9.6.1.

3.5.4 Failure to Disapprove. If Buyer fails to notify Seller of its approval or disapproval of the Preliminary Title Report, the Survey or the exceptions shown thereon by the end of the Due Diligence Period, then Buyer shall be deemed to have disapproved the same.

ARTICLE 4. CONDITIONS PRECEDENT.

4.1 Buyer’s Conditions. Buyer’s obligations under this Agreement are expressly subject to the timely fulfillment of the conditions set forth in this Section 4.1 on or before the Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole or in part by Buyer by written notice to Seller.

4.1.1 Due Diligence. Buyer having approved of the results of its Due Diligence Investigation pursuant to Section 3.4;

4.1.2 Title Review. Buyer having approved of the results of its review of title pursuant to Section 3.5.

4.1.3 Title Policy. Seller having caused the Title Company to deliver to Buyer (a) an ALTA Standard Owner’s policy of title insurance, provided that Buyer may require an ALTA Owner’s Policy if Buyer pays the incremental premium for ALTA Extended coverage (“Title Policy”) (or at Buyer’s election a binder therefor) for the Property, or (b) the Title Company’s irrevocable commitment to issue such policy of title insurance, (including such coinsurance, reinsurance and endorsements as Buyer shall require), with liability equal to the Purchase Price showing fee title to the Property vested in Buyer and subject only to: (i) the matters and exceptions which were approved by Buyer pursuant to Section 3.5; and (ii) the standard printed exceptions in the form of title policy called for (collectively, “Conditions of Title”). Buyer shall be solely responsible for the costs of endorsements on the Title Policy.

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7 4.1.4 Performance of Covenants. Seller performing and complying in all material respects with all of the terms of this Agreement to be performed and complied with by Seller prior to or at the Closing.

4.1.5 Representations and Warranties. The representations and warranties of Seller set forth in Article 5 being true and accurate on the Closing Date, as if made on such date.

4.1.6 Non-Foreign Certification. Seller having executed and delivered to Buyer on or prior to the Closing Date a certification (the “Non-Foreign Certification”), substantially in the form of Exhibit B.

4.1.7 California Certification. Seller having furnished the residency certification required pursuant to Sections 18805 and 26131 of the California Revenue and Taxation Code (“Form 593”) or having authorized Escrow Holder in writing to withhold from the Purchase Price the amounts required to be withheld by such Sections.

4.1.8 Removal of Personal Property. All articles of personal property including the furniture, shall be removed by the Seller from the Premises, at Seller’s sole cost and expense, on or before the Closing Date. Seller shall repair any damage caused by such removal.

4.1.9 Seller Repairs. Seller completes any repair work required by Buyer, and which Seller agrees to perform, to resolve any items identified by Buyer during the Due Diligence Investigation.

4.1.10 Certificate of Acceptance. Buyer executing the Certificate of Acceptance in the form attached hereto as Exhibit E.

4.1.11 Compliance with Legal Requirements. Buyer’s obligation to close escrow is subject to compliance with legal requirements for acquiring property. These requirements may include, but are not limited to: environmental review, land use review, and approval from the City Council. Buyer retains sole and absolute discretion to determine whether all legal requirements have been fulfilled as conditions precedent to closing.,

4.1.12 Amendment of CCRs. Buyer receiving a duly approved and valid amendment to the CCRs which Buyer may approve or disapprove in its sole and absolute discretion.

4.2 Seller’s Conditions. Seller’s obligations under this Agreement are expressly subject to the timely fulfillment of the conditions set forth in this Section 4.2 on or before the Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole or part by Seller by written notice to Buyer.

4.2.1 Covenants. Buyer performing and complying in all material respects with all of the terms of this Agreement to be performed and complied with by Buyer prior to or at the Closing.

4.2.2 Representations and Warranties. The representations of Buyer set forth in Article 6 being true and accurate on the Closing Date, as if made on such date.

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8 ARTICLE 5. SELLER’S REPRESENTATIONS AND WARRANTIES.

Seller hereby makes the following representations and warranties to Buyer with the understanding that each such representation and warranty is material and is being relied upon by Buyer:

5.1 Defects. To the best of Seller’s knowledge, the Improvements are in good condition and repair and are free of any latent or patent design, construction, physical or mechanical defects and there is no actual or threatened settlement, earth movement, termite infestation or damage affecting the Property.

5.2 Compliance. To the best of Seller’s knowledge, the Property, and the operation thereof, are in compliance with all applicable laws, ordinances, rules, regulations, judgments, orders, covenants, conditions, restrictions, whether federal, state, local, foreign or private and Seller has not received any notice of any violation of the same. Seller has not received any request either formal or informal, oral or written, that Seller modify or terminate any use of the Property.

The zoning of the Property permits the current Improvements and use of the Property, and, there is no pending or to Seller’s knowledge, contemplated rezoning. The Property complies with all applicable subdivision laws and all local ordinances enacted thereunder and no subdivision or parcel map not already obtained is required to transfer the Property to Buyer.

5.3 Documents. All of the Preliminary Documents and the Additional Documents which have been delivered or made available to Buyer pursuant to Article 3, and all other documents delivered to Buyer by or on behalf of Seller (a) are true, correct and complete copies of what they purport to be, (b) represent truly the factual matters stated therein, (c) are in full force and effect, (d) have not been modified, except as set forth therein and (e) do not omit any information required to make the submission thereof accurate and complete in all material respects.

5.4 Taxes and Condemnation. To the best of Seller’s knowledge, there are no presently pending or contemplated special taxes or assessments which will affect the Property. There are no presently pending or, to Seller’s knowledge, contemplated proceedings to condemn or demolish the Property or any part of it.

5.5 Utilities. All water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by law or by the normal operation of the Property, are (a) installed to the property lines of the Property, (b) connected to the Property, (c) adequate to service the Property in its present use and to permit full compliance with all requirements of law and normal usage by the occupants of the Property and (d) in good working order and repair. All such utilities and storm and sanitary sewers required for the operation of the Property enter the Land through adjoining public streets or through adjoining private land in accordance with valid public or private easements that will inure to the benefit of Buyer.

5.6 Licenses. Seller has all required licenses, permits (including, without limitation, all building permits and occupancy permits), easements and rights-of-way which are required in order to continue the present use of the Property. Seller has no knowledge of any law or regulation of any governmental authority having jurisdiction which might require the Property to be improved

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9 beyond its present state or which might restrict the use and enjoyment of the Property in the manner it is presently being used and enjoyed.

5.7 Leases. Except as disclosed in connection with this Agreement, there are no agreements or other obligations to which Seller is party or, to Seller’s knowledge, by which it or the Property is bound which may affect the current use of the Property, nor are there any current leases, occupancy or operating agreements in force. Except for Seller, no person or entity has a right to occupancy, tenancy, or a license to use or enter the Property.

5.8 Litigation. There are no actions, suits, proceedings, judgments, orders, decrees or governmental investigations pending or threatened against the Property or Seller which could affect the Property or the purchase, use or enjoyment thereof by Buyer.

5.9 Agreements with Governmental Authorities. To Seller’s knowledge, there are no agreements with governmental authorities, agencies, utilities or quasi-governmental entities which affect the Property except those agreements which are identified in the Preliminary Title Report and those matters which are disclosed by the Survey.

5.10 Hazardous Materials.

5.10.1 Definitions. For purposes of this Agreement:
(a) “Environmental Law(s)” means the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601 et. seq., the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq., the Clean Water Act, 33 U.S.C. Sections 1251 et seq., [The Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. H&S Code Sections 25249.5- 25249.13), the Carpenter-Preseley-Tanner Hazardous Substance Account Act (Cal. H&S Code Sections 25300 et seq.), and the California Water Code Sections 1300, et seq.], as said laws have been supplemented or amended to date, the regulations promulgated pursuant to said laws and any other federal, state or local law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, cleanup, transportation or Release or threatened Release into the environment of Hazardous Material.
(b) “Hazardous Material” means any substance which is (i) designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Law, as currently in effect or as hereafter amended or enacted, (ii) a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) asbestos, (vi) flammable explosives, (vii) infectious materials or (viii) radioactive materials. (c) “Release” means any spilling, leaking, pumping, pouring, emitting, discharging, injecting, escaping, leaching, dumping or disposing into the environment of any Hazardous Material (including the abandonment or discarding of barrels, containers, and other receptacles containing any Hazardous Material).

5.10.2 Representations:

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10 (a) To the best of Seller’s knowledge, the Property and all existing uses and conditions of the Property are in compliance with all Environmental Laws, and Seller has not received any written notice of violation issued pursuant to any Environmental Law with respect to the Property or any use or condition thereof.
(b) To the best of Seller’s knowledge, except for normal household cleaning products, neither Seller nor any other present or former owner of the Property has used, handled, stored, transported, released or disposed of any Hazardous Material on, under or from the Property in violation of any Environmental Law.
(c) To the best of Seller’s knowledge, there is no Release of any Hazardous Material existing on, beneath or from or in the surface or ground water associated with the Property.
(d) To the best of Seller’s knowledge, all required permits, licenses and other authorizations required by or issued pursuant to any Environmental Law for the ownership or operation of the Property by Seller have been obtained and are presently maintained in full force and effect.
(e) To the best of Seller’s knowledge, there exists no writ, injunction, decree, order or judgment outstanding, nor any lawsuit, claim, proceeding, citation, directive, summons or investigation pending or, to Seller’s knowledge, threatened pursuant to any Environmental Law relating to (i) the ownership, occupancy or use of any portion of the Property by Seller or occupant or user of any portion of the Property or any former owner of any portion of the Property, (ii) any alleged violation of any Environmental Law by Seller or occupant or user of any portion of the Property or any former owner of any portion of the Property or (iii) the suspected presence, Release or threatened Release of any Hazardous Material on, under, in or from any portion of the Property.
(f) To the best of Seller’s knowledge, there are no above-ground or underground tanks located on the Property used or formerly used for the purpose of storing any Hazardous Material.
(g) To the best of Seller’s knowledge, no asbestos abatement or remediation work has been performed on the Property.
(h) To the best of Seller’s knowledge, there is no PCB-containing equipment or PCB-containing material located on or in the Property.

5.11 Title to the Property. Seller has good and marketable title to the Property, subject to the Conditions of Title. There are no outstanding rights of first refusal or first look, options to purchase, rights of reverter, or claim of right relating to the transfer or sale of the Property or any interest therein. To Seller’s knowledge, there are no unrecorded or undisclosed documents or other matters which affect title to the Property. No person holding a security interest in the Property or any part thereof has the right to consent or deny consent to the sale of the Property as contemplated herein, and Seller has the right to pay off such person and to remove all such liens as of the Closing Date. Seller has enjoyed the continuous and uninterrupted quiet possession, use and operation of the Property.

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11 5.12 Seller’s Authority. Seller has the requisite power and authority to own and operate the Property and conduct its business where the same is now owned or operated. The execution, delivery and performance of this Agreement by Seller have been duly and validly authorized by all necessary action and proceedings, and no further action or authorization is necessary on the part of Seller (or its trustees, executors, board of directors, or shareholders) in order to consummate the transactions contemplated herein. This Agreement and the other documents executed by Seller in connection herewith are legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement by Seller, nor performance of any of its obligations hereunder, nor consummation of the transactions contemplated hereby, shall conflict with, result in a breach of, or constitute a default under, the terms and conditions of the organizational documents pursuant to which Seller was organized, or any indenture, mortgage, deed of trust, agreement, undertaking, instrument or document to which Seller or any affiliate thereof is a party or is bound, or any order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over Seller.

5.13 Parking. The Property includes parking as follows: four (4) designated spaces and access to ___three ( __3) common ADA parking spaces..

5.14 Zoning. Seller has received no written notice from any governmental agency that the Property is not in compliance with zoning requirements and laws.

5.15 Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445(f) of the Internal Revenue Code.

5.16 No Employees. Buyer shall have no obligation to employ any individual employed by Seller or its affiliates in connection with the Property. Seller shall deliver the Property at Closing with no employees of Seller working at the Property.

5.17 Inspections. The Inspections Schedule attached as Exhibit F accurately describes (a) all inspections of the Property by any governmental agency or insurance company occurring within three (3) years prior to the Effective Date, (b) all matters which were noted by such governmental agency or insurance company as requiring correction, requesting or recommending modifications or termination of uses of the Property and (c) the present status of each such noted matter.

5.18 Misstatements and Omissions. To the best of Seller’s knowledge, neither the representations and warranties made by Seller in this Article 5 nor elsewhere in this Agreement contain any untrue statement or any omission of a material fact. Seller has no documents in its possession, nor has any knowledge, that omits material facts related to the property or which would contradict or negate any of its representations contained in this Agreement.

5.19 Disclaimer of Warranties; “AS IS” Purchase. Buyer acknowledges that it will have had an opportunity to conduct its Due Diligence Investigation of the Property and will acquire the Property in its current condition based thereon. Buyer acknowledges and agrees that the Property is to be conveyed by Seller to Buyer “as is, with all faults,” and substantially in its current condition. Buyer further acknowledges and agrees that, except for the representations and warranties by Seller set forth in this Section 5, the sale of the Property to Buyer is made without

13.15 DRAFT 11.18.24
12 any warranty or representation of any kind by Seller, either express or implied or arising by operation of law, and Seller shall have no liability with respect to the nature, value, uses, habitability, merchantability, suitability, condition, design, operation, rents, financial condition or prospects, fitness for purpose or use, or the manner, construction, condition or state of repair or lack of repair of the improvements of the Property (or any part thereof), or any other aspect, portion or component of the Property whatsoever, it being specifically understood and agreed that Buyer shall have full opportunity, during the Due Diligence Investigation, to determine for itself the condition of the Property.

BUYER’S INITIALS: _________

5.20 Leases. The Property is not subject to any leases, rental agreement or other occupancy agreement granting a right of possession in the Property, and Seller has no knowledge of any claims to right of possession under any such agreements.

ARTICLE 6. BUYER’S REPRESENTATIONS AND WARRANTIES.

Buyer makes the following representation and warranties to Seller with the understanding that each such representation and warranty is material and is being relied upon by Seller:

6.1 Buyer’s Authority. The execution, delivery and performance of this Agreement by Buyer have been duly and validly authorized by all necessary action and proceedings, and subject to Buyer’s rights to complete the Due Diligence Investigation and any condition set forth in Section 4 of this Agreement, no further action or authorization is necessary on the part of Buyer in order to consummate the transactions contemplated herein.

6.2 No Conflict. Neither the execution nor delivery of this Agreement by Buyer, nor performance of any of its obligations hereunder, nor consummation of the transactions contemplated hereby, shall conflict with, result in a breach of, or constitute a default under, the terms and conditions of the organizational documents pursuant to which Buyer was organized, or any agreement to which Buyer is a party or is bound, or any order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over Buyer.

ARTICLE 7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION.

7.1 Survival of Warranties. Buyer and Seller agree that each representation and warranty, covenant by the respective parties contained herein or made in writing pursuant to this Agreement are intended to and shall be deemed made as of the date of this Agreement or such writing and again at the Closing, shall be deemed to be material, and unless expressly provided to the contrary shall survive the execution and delivery of this Agreement, the Deed and the Closing.

7.2 Notice of Changed Circumstances. If either party becomes aware of any fact or circumstances which would render false or misleading a representation or warranty made by such party, then it shall immediately give notice of such fact or circumstance to the other party, but such notice shall not relieve any party of any liabilities or obligations with respect to any representation or warranty.

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13 ARTICLE 8. SELLER’S PRE-CLOSING COVENANTS.

Seller shall comply with the covenants contained in this Article 8 from the Effective Date through the Closing Date unless Buyer consents otherwise in writing. Buyer may grant or withhold any such consent requested by Seller in Buyer’s sole discretion.

8.1 Contracts and Documents. Seller shall not, without Buyer’s approval, not to be unreasonably withheld or delayed, (a) amend or waive any right under any Service Contract, Preliminary Document or Additional Document, or (b) enter into any material agreement of any type affecting the Property that would survive the Closing Date.

8.2 Insurance. Seller shall maintain or cause to be maintained in full force and effect its present insurance policies for the Property.

8.3 Compliance with Obligations. Seller shall fully and timely comply with all obligations to be performed by it under the service contracts currently serving the Property, the Leases, the other Preliminary Documents, the Conditions of Title and all permits, licenses, approvals and laws, regulations and orders applicable to the Property.

8.4 No Transfers. Seller shall not sell, encumber or otherwise transfer any interest in all or any portion of the Property, or agree to do so.

8.5 Termination of Contracts. Seller at its sole cost and expense shall transfer to Buyer or terminate all of the service contracts currently serving the Property at or before the Closing Date.

8.6 Maintenance. At its sole cost and expense, Seller shall operate and maintain the Property such that on the Closing Date the Property shall be in at least as good a condition and repair as on the Effective Date, reasonable wear and tear excepted. Without limiting the generality of the foregoing, Seller shall, at a minimum, spend such amounts for repair and maintenance as are consistent with its prior practice. Seller shall promptly advise Buyer of any significant repair or improvement required to keep the Property in such condition. Seller shall not make any material alterations to the Property, or remove any of the Personal Property therefrom, without Buyer’s prior consent, unless such Personal Property so removed is simultaneously replaced with new Personal Property of similar quality and utility.

8.7 Best Efforts. Seller shall use its best efforts to cause the conditions set forth in Section 4.1 to be satisfied by the Closing Date, and Seller shall not take or permit any action that would result in any of the representations and warranties set forth in Article 5 becoming false or incorrect.

ARTICLE 9. CLOSING.

9.1 Time. Provided all conditions set forth in Article 4 have been either satisfied or waived, the parties shall close this transaction (the “Closing”), on the date which is no greater than 30 days after the expiration of the Due Diligence Period (the “Closing Date”), as such date may be extended by the provisions of Article 10.

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14 9.2 Escrow. This Article 9, together with such additional instructions as First American Title Company, 2425 Porter Street, Suite 12, Soquel, CA 95073, Attention: Joyce Avila (“Escrow Holder”), shall reasonably request and the parties shall agree to, shall constitute the escrow instructions to Escrow Holder. If there is any inconsistency between this Agreement and the Escrow Holder’s additional escrow instructions, this Agreement shall control unless the intent to amend this Agreement is clearly stated in said additional instructions. Buyer and Seller shall cause Escrow Holder to execute and deliver a counterpart of this Agreement to each of them. If the Title Company does not serve as the Escrow Holder, the Title Company shall provide a letter to Buyer, in form and content acceptable to Buyer, pursuant to which the Title Company accepts responsibility and liability for the acts and omissions of Escrow Holder in discharging Escrow Holder’s obligations hereunder, including, without limitation, any acts or omissions of Escrow Holder relating to the Title Company’s commitment to issue the Title Policy, the receipt, recordation or delivery of any documents placed into escrow, and the receipt and disbursement of any funds placed into escrow.

9.3 Seller’s Deposit of Documents and Funds Into Escrow. Seller shall deposit into escrow on or before Closing the following documents:

9.3.1 A duly executed and acknowledged grant deed, in the form acceptable to Buyer, conveying the Property to Buyer (“Grant Deed”) in the form attached as Exhibit D;

9.3.2 A duly executed assignment, in the form of Exhibit C, assigning to Buyer all of Seller’s interest in all warranties of which Seller is the beneficiary with respect to the Property and in all intangible assets of the Property, (the “General Assignment”);

9.3.3 The Sellers costs of Closing, including, but not limited to, all of the transfer taxes and one half (1/2) of the CLTA premium for the Title Policy, one half (1/2) of the recording fees (if any), and one-half (1/2) of the escrow fees, plus or minus prorations as provided in Section

9.8; provided that, subject to Section 9.6, Buyer and Seller shall bear their own attorneys’ fees and costs in connection with the negotiation and preparation of this Agreement and the transactions completed by this Agreement;

9.3.4 Seller’s Non-foreign Certification in the form attached as Exhibit C;

9.3.5 All records and files relating to the current management or operation of the Property, including, without limitation, keys and security codes, property tax bills, insurance, and property taxes;

9.3.6 Such additional documents, including written escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement;

9.3.7 A valid trust certificate, if required; and,

9.3.8 Form 593 as required by Escrow.

9.4 Deliveries Outside of Escrow. Notwithstanding Section 9.3, Seller and Buyer may elect to deliver the documents described in Section 9.3 outside of escrow (other than documents

13.18 DRAFT 11.18.24
15 which are to be recorded) by giving Escrow Holder a joint written notice of such election, specifying the documents which will be so delivered outside of escrow. Upon receipt of such notice, Escrow Holder shall have no further obligation concerning such specified documents.

9.5 Buyer’s Deposit of Documents and Funds. Buyer shall deposit into escrow:

9.5.1 The Purchase Price, including the Initial Deposit, in accordance with the provisions of Article 2, plus or minus prorations as provided in Section 9.8, by electronic transfer of federal funds to Escrow Holder, on or before the Closing Date; and Buyers share of Closing cost including one half (1/2) of the CLTA Premium of Title Policy, one half (1/2) of the recording fees (if any), one half (1/2) of the escrow fees and all costs associated with the Title Policy, and all costs for any endorsements of the Title Policy.

9.5.2 Such additional documents, including written escrow instructions consistent with this Agreement, as may be necessary or desirable for conveyance of the Property in accordance with this Agreement.

9.6 Default, Termination and Remedies.

9.6.1 Buyer’s Termination. This Agreement shall automatically terminate without further notice or action by Buyer upon the occurrence of any of the following events, provided that Buyer is not then in material breach of this Agreement: (a) any condition to Closing contained in Section 4.1 has not been satisfied or waived by Buyer by the Closing Date; or (b) Buyer having exercised its right to terminate this Agreement pursuant to Section 3.4 (disapproval of Due Diligence Investigation), Section 3.5 (disapproval of title) or Article 10 (damage or condemnation). In such event, the parties shall have no further obligation to each other except for those obligations that specifically survive the termination of this Agreement. If this Agreement terminates as a result of Seller’s material breach of this Agreement, Buyer shall have all remedies it may have hereunder or at law as a result of such occurrence, including the remedy of specific performance.

9.6.2 Seller’s Termination. Provided that Seller is not then in material breach of this Agreement, this Agreement shall automatically terminate without further notice or action by Seller if any condition to Closing contained in Section 4.2 has not been satisfied or waived by Seller by the Closing Date.

9.6.3 Release from Escrow. Upon termination of this Agreement pursuant to Section 9.6.1 or 9.6.2, Escrow Holder shall promptly return to Buyer and Seller, respectively, all documents and monies deposited by them into escrow without prejudice to their rights and remedies hereunder.

9.6.4 Remedies.
(a) Buyer’s Remedies. If Seller breaches this Agreement, Buyer shall be entitled to pursue all remedies permitted herein and by law, including the remedy of specific performance. No termination of the escrow by Buyer following a breach by Seller shall be deemed to waive such breach or any remedy otherwise available to Buyer.

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16 (b) Seller’s Remedies/Liquidated Damages. IF BEFORE THE CLOSE OF ESCROW BUYER FAILS TO COMPLY WITH OR PERFORM BUYER’S OBLIGATIONS

UNDER THIS AGREEMENT AND (EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH 9.6) DOES NOT CURE SUCH FAILURE WITHIN TEN BUSINESS DAYS AFTER SELLER’S WRITTEN NOTICE OF SUCH FAILURE, THEN SELLER MAY THEREAFTER: (I) TERMINATE THIS AGREEMENT; (II) RECEIVE AND RETAIN THE

INITIAL DEPOSIT AS LIQUIDATED DAMAGES IF SUCH DEFAULT OCCURS AFTER BUYER’S APPROVAL PERIOD; AND (III) EXERCISE THE OTHER RIGHTS AND REMEDIES RESERVED BY SELLER AS PROVIDED IN THIS PARAGRAPH. IN THE EVENT SELLER TERMINATES THIS AGREEMENT BY REASON OF BUYER’S

DEFAULT, BUYER AND SELLER SHALL BE RELIEVED OF ANY FURTHER

OBLIGATION TO EACH OTHER WITH RESPECT TO THIS AGREEMENT AND THE PROPERTY EXCEPT FOR ANY OBLIGATIONS WHICH EXPRESSLY SURVIVE. IT IS EXPRESSLY UNDERSTOOD AND AGREED BY BUYER AND SELLER: THAT SELLER

WILL INCUR DAMAGES AS A RESULT OF ANY FAILURE BY BUYER TO COMPLY WITH OR PERFORM BUYER’S OBLIGATIONS UNDER THIS AGREEMENT; THAT IT IS

EXTREMELY DIFFICULT AND IMPRACTICAL TO CALCULATE AND ASCERTAIN AS

OF THE EFFECTIVE DATE OF THIS AGREEMENT THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED IN SUCH EVENT BY SELLER; AND THAT THE DEPOSIT IS A

REASONABLE ESTIMATE OF THE EXTENT TO WHICH SELLER MAY BE DAMAGED BY BUYER’S DEFAULT IN LIGHT OF THE DIFFICULTY THE PARTIES WOULD HAVE IN DETERMINING SELLER’S ACTUAL DAMAGES AS A RESULT OF SUCH DEFAULT BY BUYER.
___________________ ____________________
SELLER’S INITIALS BUYER’S INITIALS
(c) Waiver of Specific Performance. SELLER HEREBY WAIVES THE RIGHT TO MAINTAIN AN ACTION FOR SPECIFIC PERFORMANCE OF BUYER’S

OBLIGATION TO PURCHASE THE PROPERTY AND SELLER AGREES THAT SELLER

CAN BE ADEQUATELY COMPENSATED IN MONEY DAMAGES IF BUYER FAILS TO PURCHASE THE PROPERTY IN BREACH OF THIS AGREEMENT. SELLER

ACKNOWLEDGES THAT THE PROVISIONS OF THIS PARAGRAPH ARE A MATERIAL

PART OF THE CONSIDERATION BEING GIVEN TO BUYER FOR ENTERING INTO THIS

AGREEMENT AND THAT BUYER WOULD BE UNWILLING TO ENTER INTO THIS AGREEMENT IN THE ABSENCE OF THE PROVISIONS OF THIS PARAGRAPH. ____________________ ____________________
SELLER’S INITIALS BUYER’S INITIALS
(d) LIMITATION OF LIABILITY; RELEASE. Seller’s sole remedies and recourse against Buyer for any claims that relate to or arise from this Agreement shall be limited to the terms and conditions set forth herein. Seller hereby agrees and represents that it does not presently have any claims, allegations, or demands, and represents that it will make no claims, allegations, or demands, against Buyer, except for claims, allegations or demands relating to a breach of this Agreement. Seller specifically disclaims, waives, and relinquishes any claims, allegations, or demands that relate to or arise from Buyer’s status as a public entity acquiring the Property. Seller agrees that this is a negotiated agreement based on Seller’s public listing of the

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17 Property for sale. Buyer has not asserted or threatened to acquire the Property through eminent domain, and Seller agrees that it is not entitled to any monetary relief, damages, or compensation relating to any such claims, and hereby releases, waives, and relinquishes any claims. Seller intends that this release shall be a full and final settlement of and bar to any and all claims and/or causes of action arising between Buyer and Seller, except to the extent such claim or cause of action arises from a breach of this Agreement and is authorized herein. In connection with the release made herein, Seller acknowledges it may hereafter discover facts different from or in addition to the facts which it may know or believe to be true with respect to the Property or the Agreement, but that it intends to hereby fully and forever settle all disputes with the Buyer regarding the Property. In furtherance of such intention, the release given herein shall be and remain in effect as a full and complete release, notwithstanding discovery of any such different or additional facts. Therefore, Seller acknowledges it has been informed of and is familiar with the provisions of Civil Code section 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.

SELLER’S INITIALS: _________

9.7 Closing. When Escrow Holder has received all documents and funds identified in Sections 9.3 and 9.5, and notification from Buyer and Seller that all conditions to Closing to be satisfied outside of escrow have been satisfied or waived and Title Company is irrevocably committed to issue the Title Policy, then, and only then, Escrow Holder shall:

9.7.1 Record the Grant Deed;

9.7.2 Cause the Title Company to issue the Title Policy to Buyer;

9.7.3 To the extent not otherwise delivered to Buyer outside of escrow, deliver to Buyer: (a) a conformed copy (showing all recording information thereon) of the Grant Deed; (b) fully executed original counterparts of the General Assignment; and (c) the Seller’s Certificate, and the Non-foreign Certification;

9.7.4 Deliver the Purchase Price (as adjusted pursuant to Section 9.8) to Seller; Escrow Holder shall prepare and sign closing statements showing all receipts and disbursements and deliver copies to Buyer and Seller and, if applicable, shall file with the Internal Revenue Service (with copies to Buyer and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code.

9.8 Prorations. Subject to the other provisions of this Section 9.8, all receipts and disbursements of the Property will be prorated as of 11:59 p.m. on the day immediately preceding the Closing Date. Not less than five business days prior to the Closing, Seller shall submit to Buyer for its approval a tentative prorations schedule showing the categories and amounts of all

13.21 DRAFT 11.18.24
18 prorations proposed, including all rents and operating expenses. Security deposits shall be credited to Buyer from Seller proceeds. The parties shall agree on a final prorations schedule prior to the Closing and shall deliver the same to Escrow Holder. If following the Closing either party discovers an error in the prorations statement, it shall notify the other party and the parties shall promptly make any adjustment required. The parties agree that any trailing bills that pertain to the Property operations before the Closing Date, which are not available as of Closing, may be presented to Buyer for proration and reimbursement up to forty five (45) days after Closing. Failure to provide any bills by such date shall be a waiver by Seller of such reimbursement and Buyer shall have no further obligation for any such bills and Property expenses. This section 9.8 shall survive closing.
________________

SELLER INITIALS

9.8.1 Capital Expenditures and Accounts Payable. All capital and other improvements (including labor and material) which have been performed or contracted for, by or on behalf of Seller prior to the Closing Date, and all sums due for accounts payable which have been incurred with respect to the Property prior to the Closing Date shall be paid by Seller and shall be subject to the indemnification provisions of Section 7.3. Buyer shall furnish to Seller for payment any bills for such period received after the Closing Date, and Buyer shall have no further obligation with respect thereto.

9.8.2 Property Taxes. All real and personal property ad valorem taxes and special assessments, if any, whether payable in installments or not, including without limitation, all supplemental taxes attributable to the period prior to the Closing Date for the calendar year in which the Closing occurs, shall be paid current to the Closing Date, based on the latest available tax rate and assessed valuation, so that Seller shall pay all property taxes current through Closing.

Buyer is a tax exempt entity, not subject to ad valorem taxes within its jurisdiction, prorated or not, and thus Buyer shall not pay any prorated taxes. Buyer shall not pay or reimburse any portion of real estate taxes to Seller if Seller has prepaid any installment of such real estate taxes within the county of Buyer’s jurisdiction. Buyer shall cooperate, at no cost to Buyer, in any refund request Seller submits to the county tax assessor. Seller acknowledges and agrees that Buyer shall not pay, by credit or otherwise, any prorated property taxes in escrow. ______________

SELLER INITIALS

9.8.3 Utility Charges. All utility charges shall be prorated as of the Closing Date and Seller shall obtain a final billing therefor. All utility security deposits, if any, shall be retained by Seller.

9.9 Possession. Seller shall deliver exclusive right of possession of the Property to Buyer on the Closing Date, subject only to the Conditions of Title and Paragraph 9.10 below.

ARTICLE 10. DAMAGE, DESTRUCTION AND CONDEMNATION.

This Agreement shall be governed by the Uniform Vendor and Purchaser Risk Act as set forth in Section 1662 of the California Civil Code as supplemented and modified by this

13.22 DRAFT 11.18.24
19 Article 10. Seller shall promptly notify Buyer in writing of any material damage to the Property and of any taking or threatened taking of all or any portion of the Property. Within a reasonable period of time after receipt of such notice, Buyer shall determine whether a material part of the Property has been damaged or whether such taking or threatened taking has affected or will affect a material part of the Property. As used herein, (a) the destruction of a “material part” of the Property shall be deemed to mean an insured or uninsured casualty to the Property having an estimated cost of repair which in the reasonable judgment of Buyer equals or exceeds $100,000.00 and (b) a taking by eminent domain of a portion of the Property shall be deemed to affect a “material part” of the Property if in the reasonable judgment of Buyer the estimated value of the portion of the Property taken exceeds $100,000.00. Upon making its determination, Buyer shall notify Seller in writing of the results of such determination. Buyer may elect, by written notice delivered to Seller within 30 days after giving Seller notice of such determination, to terminate this Agreement in accordance with Section 9.6.1 if a material part of the Property has been damaged or if such taking has affected or will affect a material part of the Property. If Buyer does not so terminate, (i) in the case of damage to a material part of the Property, Seller shall assign to Buyer at the Closing its right to recover under any insurance policies covering such damage and shall pay Buyer at the Closing the amount of the deductible, if any, and (ii) in the case of a threatened or actual taking of a material part of the Property, Seller shall assign to Buyer at the Closing Seller’s entire right, title and interest in the proceeds thereof. If between the Effective Date and the Closing Date the Property suffers damage which is not material, Seller shall repair such damage at its expense prior to the Closing, and the Closing Date shall be extended for a reasonable period of time not to exceed 30 days to allow for completion of such repairs. The Closing Date shall be extended as necessary to permit Buyer to exercise its rights under this Article

10. ARTICLE 11. GENERAL.

11.1 Notices. All notices, demands, approvals, and other communications provided for in this Agreement shall be in writing and shall be effective (a) when personally delivered to the recipient at the recipient’s address set forth below; (b) five business days after deposit in a sealed envelope in the United States mail, postage prepaid, by registered or certified mail, return receipt requested, addressed to the recipient as set forth below; or (c) one business day after deposit with a recognized overnight courier or delivery service, addressed to the recipient as set forth below, whichever is earlier. If the date on which any notice to be given hereunder falls on a Saturday, Sunday or legal holiday, then such date shall automatically be extended to the next business day immediately following such Saturday, Sunday or legal holiday. Email notices may be used for convenience only, unless otherwise agreed by the parties in writing, and shall be deemed delivered one (1) business day after delivery if sent after 5 pm, or received the same day if sent on a business day between 8 am and 5 pm, and a duplicate shall be sent via USPS on the same day as the email.

The addresses for notice are:

SELLER: Ecology Action of Santa Cruz
Attn: Chuck Tremper_______
PO Box 1188
Santa Cruz, CA 96061-1188

13.23 DRAFT 11.18.24
20 Phone: (831) 426-5925 x 145
Email: [email protected]
With a copy to: Jim Wiseman
Sheldon Wiseman Commercial Real Estate
1200 Pacific Avenue
Santa Cruz, CA 95060
Phone 831459.6440
Email: [email protected]
BUYER: City of Santa Cruz
Attn: Bonnie Lipscomb, Economic Development Director
337 Locust St.

Santa Cruz, CA 95060
Phone: 831-420-5150
Email: [email protected]
With a copy to: Best Best & Krieger LLP
Attn: Nancy Park
500 Capitol Mall, Suite 1700
Sacramento, CA 95814
Phone: (916) 551-2849
Email: [email protected]
Either party may change its address by written notice to the other given in the manner set forth above.

11.2 Entire Agreement. This Agreement and the Schedules and Exhibits hereto contain the entire agreement and understanding between Buyer and Seller concerning the subject matter of this Agreement and supersede all prior agreements, including any previous letter of intent or terms, understandings, conditions, representations and warranties, whether written or oral, made by Buyer or Seller concerning the Property or the other matters which are the subject of this Agreement.

11.3 Amendments and Waivers. No addition to or modification of this Agreement shall be effective unless set forth in writing and signed by the party against whom the addition or modification is sought to be enforced. The party benefited by any condition or obligation may waive the same, but such waiver shall not be enforceable by another party unless made in writing and signed by the waiving party.

11.4 Invalidity of Provision. If any provision of this Agreement as applied to either party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole.

13.24 DRAFT 11.18.24
21 11.5 References. Unless otherwise indicated, (a) all Article, Section, Schedule and Exhibit references are to the articles, sections, schedules and exhibits of this Agreement, and (b) all references to days are to calendar days. All the Schedules and Exhibits attached hereto are incorporated herein by this reference. Whenever under the terms of this Agreement the time for performance of a covenant or condition falls upon a Saturday, Sunday or California state holiday, such time for performance shall be extended to the next business day. The headings used in this Agreement are provided for convenience only and this Agreement shall be interpreted without reference to any headings. The masculine, feminine or neuter gender and the singular or plural number shall be deemed to include the others whenever the context so indicates or requires.

11.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed in California.

11.7 Confidentiality and Publicity. Buyer is a public entity and as such, this Agreement, upon its presentation for approval at Buyer’s City Council at a duly called and agendized public meeting, shall be subject to the Public Records Act and the Freedom of Information Act. No press release or other public disclosure may be made by Seller or any of its agents regarding Buyer’s intent for this Property this transaction without the prior consent of Buyer.

11.8 Time. Time is of the essence in the performance of the parties’ respective obligations under this Agreement.

11.9 Attorneys’ Fees. In the event of any legal or equitable proceeding to enforce any of the terms or conditions of this Agreement, or any alleged disputes, breaches, defaults or misrepresentations in connection with any provision of this Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and costs of defense paid or incurred in good faith.

11.10 Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. However, Seller shall not have the right to assign all or any portion of its interest in this Agreement without Buyer’s prior written consent.

Buyer shall have the right to assign all or any portion of its interest in this Agreement, or substitute for itself a nominee, upon notice to Seller not later than three days prior to the Closing Date.

11.11 Further Assurances. Seller, at any time before or after Closing, shall, at its own expense, execute, acknowledge and deliver any further deeds, assignments, conveyances and other assurances, documents and instruments of transfer reasonably requested by Buyer and shall take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of transferring and confirming to Buyer, or reducing to Buyer’s possession, any or all of the Property or otherwise carrying out the terms of this Agreement.

11.12 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third person to any party hereto or give any third person any right of subrogation or action over against any party to this Agreement.

13.25 DRAFT 11.18.24
22 11.13 Remedies Cumulative. The remedies set forth in this Agreement are cumulative and not exclusive to any other legal or equitable remedy available to a party.

11.14 Commissions, Indemnity, Disclosure. Each party represents to the other party that there is no broker representing such party in the current transaction, with the exception of Sheldon Wiseman Commercial Real Estate representing the Seller, and that the representing party has incurred no liability to any broker not identified herein for any brokerage commission or finder’s fee arising from or relating to the transactions contemplated by this Agreement. Seller shall be responsible for any broker commission associated with this purchase, including the commission (if any) for Sheldon Wiseman Commercial Real Estate and any of its affiliated agents or brokers.

Each party hereby indemnifies and agrees to protect, defend and hold harmless the other party from and against all liability, cost, damage or expense (including without limitation attorneys’ fees and costs incurred in connection therewith) on account of any brokerage commission or finder’s fee which the indemnifying party has agreed to pay or which is claimed to be due as a result of the actions of the indemnifying party. This Section 11.15 is intended to be solely for the benefit of the parties hereto and is not intended to benefit, nor may it be relied upon by, any person or entity not a party to this Agreement.

11.15 Counterparts/Facsimile/PDF Signatures. This Agreement may be executed in counterparts and when so executed by the parties, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument that shall be binding upon the parties, notwithstanding that the parties may not be signatories to the same counterpart or counterparts. The parties may integrate their respective counterparts by attaching the signature pages of each separate counterpart to a single counterpart. In order to expedite the transaction contemplated herein, facsimile or .pdf signatures may be used in place of original signatures on this Agreement. Seller and Buyer intend to be bound by the signatures on the facsimile or .pdf document, are aware that the other party will rely on the facsimile or .pdf signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature.

11.17 Venue. In the event that suit is brought by either Party to this Agreement, the Parties agree that venue must be exclusively vested in the state courts of the County of Santa Cruz, or if federal jurisdiction is appropriate, exclusively in the United States District Court, Northern District of California, San Jose, California.

SIGNATURES CONTINUE ON FOLLOWING PAGE

13.26 DRAFT 11.18.24
23 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

BUYER:

City of Santa Cruz, a California municipal
corporation
By:

Its:

ATTEST:

By:

City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER LLP
By:

Special Counsel
SELLER:

Ecology Action of Santa Cruz
By:

Its: _____

13.27 DRAFT 11.18.24
24 Acceptance by Escrow Holder
Escrow Holder acknowledges receipt of the foregoing Agreement and accepts the instructions contained therein.

Dated: ______________, 2024 First American Title Company By:

Name: Joyce Avila
Title:

13.28 DRAFT 11.18.24
25 LIST OF EXHIBITS
EXHIBIT A: Property Description
EXHIBIT B: Transferor’s Certification of Non-Foreign Status EXHIBIT C: General Assignment
EXHIBIT D: Grant Deed
EXHIBIT E: Certificate of Acceptance
EXHIBIT F: Inspections Schedule

13.29 Exhibit B

EXHIBIT A

PROPERTY DESCRIPTION

13.30 DRAFT 11.18.24
2 EXHIBIT B
TRANSFEROR’S CERTIFICATION OF NON-FOREIGN STATUS
Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the CITY OF SANTA CRUZ, a California municipal corporation (the “Transferee”), that withholding of tax under Section 1445 of the Code will not be required upon the transfer of a U.S. real property interest to the Transferee by ___________________ (the “Transferor”), the undersigned hereby certifies the following on behalf of the Transferor:

1. The Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder);

2. The Transferor’s U.S. employer identification number is _______________; and

3. The Transferor’s office address is ______________________________________.

The Transferor understands that this Certificate may be disclosed to the Internal Revenue Service by the Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalty of perjury I declare that I have examined this Certification and, to the best of my knowledge and belief, it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Transferor.

DATED: ________________, 2024
[EXHIBIT DO NOT SIGN]
_________________________
SELLER

13.31 Exhibit C

EXHIBIT C

GENERAL ASSIGNMENT
This Assignment (the “Assignment”) is made as of _________________, by Ecology Action of Santa Cruz (collectively “Assignor”).

FOR VALUABLE CONSIDERATION, as set forth in that certain Agreement of Purchase and Sale and Joint Escrow Instructions dated _______________, 2024 (the “Agreement”), Assignor hereby assigns and transfers to the City of Santa Cruz, a California municipal corporation (“Assignee”), all permits, licenses, consents, registrations and other similar approvals applicable to the Real Property, all as-built plans and specifications for: (1) the Real Property; and (2) any and all improvements used in connection with the operation or occupancy of the Real Property or located upon the Real Property (the “Improvements”) (collectively, the “Plans”); and all warranties of which Assignor is the beneficiary (the “Warranties”) with respect to the Improvements or Personal Property.

This Assignment shall not supersede the Agreement and, in the event of conflict between this Assignment and the Agreement, the Agreement shall control.

This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, successors and assigns.

IN WITNESS WHEREOF, Assignor has executed this Assignment as of the date first above written.

ASSIGNOR:
[EXHIBIT DO NOT SIGN]
SELLER

13.32 Exhibit D

EXHIBIT D

GRANT DEED

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO
City of Santa Cruz
337 Locust St.

Santa Cruz, CA 95060
ATTN: City Clerk

EXEMPT FROM RECORDING FEES PURSUANT
TO GOVERNMENT CODE SECTION 27383
SPACE ABOVE THIS LINE FOR RECORDER’S USE
APN: ______________
Grant Deed
The undersigned Grantor(s) declare(s): City of Santa Cruz is exempt from property taxes Documentary transfer tax is $0.

Computed on full value of property conveyed, or
Computed on full value less value of liens and encumbrances remaining at time of sale.

Unincorporated area City of Santa Cruz and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Ecology Action of Santa Cruz, a California non-profit
hereby GRANT(S) to
City of Santa Cruz, a California municipal corporation
the following described real property in the City of Santa Cruz County of Santa Cruz
State of California:

SEE ATTACHED EXHIBIT A
Dated: _______________, 2024
By: _________________________________
Ecology Action of Santa Cruz, a California non-profit

13.33 DRAFT 11.18.24

EXHIBIT A TO GRANT DEED

LEGAL DESCRIPTION

13.34 DRAFT 11.18.24

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )

COUNTY OF )
On _____________________, 20_____, before me, _____________________________________, Notary Public, personally appeared ___________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: (SEAL)

13.35 DRAFT 11.18.24

EXHIBIT E

CERTIFICATE OF ACCEPTANCE
Pursuant to Section 27281 of the
California Government Code
This is to certify that the interest in real property conveyed by the Grant Deed dated __________________, 2024, from Ecology Action of Santa Cruz, a California non-profit to the City of Santa Cruz, a municipal corporation, is hereby accepted by the undersigned officer on behalf of the City of Santa Cruz, pursuant to the authority conferred by Resolution No. _______, adopted by the City Council of the City of Santa Cruz on _______, 2024, and the Grantee consents to recordation thereof by its duly authorized officer.

Dated: _________________, 2024 CITY OF SANTA CRUZ, a municipal corporation
By _______________________________
Its _______________________________

13.36 DRAFT 11.18.24

EXHIBIT F

INSPECTIONS SCHEDULE

13.37 DRAFT 11.18.24

13.38 City of Santa Cruz

BUDGET ADJUSTMENT REQUEST
$GPLQLVWUDWLYH$SSURYDO
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ACCOUNT 352-(&71$0(
LIDSSOLFDEOH
255(9(18($&&28177,7/(
ACCOUNT 352-(&71$0(
LIDSSOLFDEOH
25EXPENDITURE ACCOUNT TITLE
NET: $

REQUESTED BY DEPARTMENT HEAD

APPROVAL

BUDGET/ACCOUNTING
5(9,(:('

FINANCE DIRECTOR

APPROVAL

CITYMANAGER

APPROVAL
5HVR

352-(&7
352-(&7
$02817
$02817
&RXQFLO$SSURYDO

TOTAL EXPENDITURE

TOTALREVENUE
'DWH

1VSQPTF
3FWJTFE/PWFNCFS
Clear Form
2025
12/10/2024
To fund City acquisition of 877 Cedar Street Suites 100-101 (APNs 005-951-01, 005-072-47 & -50) plus closing costs estimated not to exceed $50,000.

City Public Trust Fund will finance the purchase with $500,000 of available funds and an advance from the Economic Development Trust Fund 136 for the remainder. The advance will be repaid to the Economic Development Trust Fund 136 from rent revenue and other funding deposited into the Public Trust Fund over the next five years. 311-00-00-00-49108 c512501-914-0-0 Transfer in from City Public Trust Fund 1650000 1,650,000
130-00-00-0000-59103 Transfer to CIP Fund 1,650,000
311-51-80-9990-57103 c512501-100-2020-0 Acquisition Costs 1,650,000 3,300,000
-1,650,000
Kathryn
L. Mintz
Digitally signed by
Kathryn L. Mintz
Date: 2024.11.26
10:45:27 -08'00'
Bonnie
Lipscomb
Digitally signed by
Bonnie Lipscomb
Date: 2024.11.26
10:51:47 -08'00'
Emily
Burton
Digitally signed
by Emily Burton
Date: 2024.11.26
11:19:26 -08'00'
Elizabet
h Cabell
Digitally signed by
Elizabeth Cabell
Date: 2024.11.26
12:15:30 -08'00' 13.39
From: Judi Grunstra
To: City Council
Subject: Consent Agenda 13_ purchase of 877 Cedar St for city offices Date: Saturday, December 7, 2024 12:29:48 PM
Dear Mayor and Council:

The city seems to continue a scatter-shot approach to finding office space for various departments, with this purchase following the purchase of a building for Parking staff a few months ago, and renting space in other buildings. This reflects poor planning.

When discussions were underway in 2017 regarding the fate of the downtown library, nobody had the foresight to propose a new library on the existing library site with the addition of several stories that could provide office space for city departments, combining the millions of dollars in Measure S money for the library, supplemented by city funds for additional upper floors. That would have retained the library as part of the civic center, which is the sensible thing to have done. There was only a narrow focus that was always directed towards moving the library into a facility with a parking garage on Lot 4, the "brainchild" of former City Manager Martin Bernal. (There was no discussion about combining the library and garage with housing back then). He spoke about "consolidating parking" but never about consolidating office space.

What exists now is a mish-mosh of scattered offices, some in old buildings that I imagine have needed or will need updating.

Again, poor city planning and money spent unwisely.

Judi Grunstra

13.40 City Council

AGENDA REPORT
DATE: 11/20/2024
AGENDA OF: 12/10/2024
DEPARTMENT: City Manager
SUBJECT: Uplift Central Coast Catalyst Fund: Authorization to Submit a Grant Application for the Monterey Bay Green Jobs and Workforce Training Pathway Stack Development Covering Santa Cruz, Monterey, and San Benito Counties - Budget Adjustment (CM)
RECOMMENDATION: Motion to:
1) Authorize the City Manager to apply for, accept, and execute all necessary applications, contracts and agreements, and amendments for the Uplift Central Coast grant to support Monterey Bay Green Jobs and Workforce Training Pathway Stack Development in Santa Cruz, Monterey, and San Benito counties; and
2) Adopt a resolution to amend the FY 2025 budget in the amount of $250,000 for the Uplift Central Coast grant.

BACKGROUND: California Jobs First (formerly California’s Community Economic Resilience Fund — CERF for short) — is a new approach to economic development that seeks to center disadvantaged communities as part of California’s transition to a clean energy, carbonneutral economy, creating good-paying jobs and prosperous communities for all. In 2023, the six-county Central Coast region was identified as one of 13 regions eligible for a planning grant.

The grant, awarded to Uplift Central Coast, is intended to create an inclusive economic development process that focuses on equity, sustainability, job quality, economic competitiveness, and resilience. Uplift Central Coast is a coalition of Central Coast residents and organizations working together toward a shared vision of a diverse, inclusive economy built by and for the region’s residents. The vision is to create an inclusive economic resilience plan for the region through creative, community-led efforts.

Over the last 18 months, the Uplift coalition developed a detailed analysis of the six-county Central Coast region and specific strategies to uplift the region’s residents. Uplift is now embarking on the next phase of work – the Catalyst Phase – to move these strategies into action and impact. Uplift is inviting collective movement for economic prosperity and are eager for the collaboration, project ideas, and partnership in the region. The Catalyst Predevelopment Phase is a part of the California Jobs First program with the goal of seeding investment into regional strategies and projects that drive innovation, growth, and community impact. Uplift was awarded $9 million for sector-specific predevelopment activities that support strategic community projects and initiatives in the Central Coast region.

14.1 Uplift Central Coast announced the release of a Notice of Funding Opportunity (NOFO) for the Catalyst Predevelopment Phase on October 2024. The City of Santa Cruz in partnership with multiple community-based organizations submitted a Letter of Intent (LOI) to apply for $250,000 under the Uplift Catalyst Predevelopment Accelerator funding on October 18, 2024.

On November 1, 2024, out of about 200 LOIs, Uplift invited a full application from the partnership for the Monterey Bay Green Jobs and Workforce Training Pathway Stack Development.

The City of Santa Cruz has a long-standing commitment to promoting environmental sustainability, community resilience, and economic development through public-private partnerships and sparking regional collaborations that help achieve the City’s and region’s climate goals, especially for disinvested communities. The City actively collaborates with the nonprofits, local businesses, and regional entities identified in the LOI (and others) to plan for, support, connect and promote green job creation and sustainable urban development. For example, the City is a founding public agency partner in the Monterey Bay Area Climate Justice Collaborative and Monterey Bay Regional Climate Project Working Group, and together with those partners, secured several grants to help form these networks and catalyze equitable and transformative climate investments including workforce development elements. As a former chair and current steering committee member of the Central Coast Climate Collaborative, the City is well positioned to learn from and connect to other similar endeavors on the Central Coast.

The City’s Climate Action Plan 2030 adopted in 2022 includes a green economy focus, estimating that over 2,500 green jobs might be created through its implementation. The City is keenly interested in advancing the ambition of the Climate Action Plan 2030 through the proposed project and has hosted a monthly informal regional workforce development roundtable and hosts an annual Trades Day for over 700 high school youth. With this experience and positionality, the City will lead the partners to deliver this impactful project.

DISCUSSION: The City partnered with the Homeless Garden Project, Ventures, Central Coast Energy Services, Watsonville Wetlands Watch, Ecology Action, and community-based organizations serving the Monterey Bay area to submit the LOI. The City and its partners are also broadening the partnership to include in the formal proposal other non profits and community based organizations serving the Monterey Bay area that are aligned with the proposed project objectives. The proposed project aims to further develop and connect comprehensive green jobs and workforce training pathways to serve disadvantaged community members, promote paths to high quality and promising jobs and advance regional climate and sustainability goals. High quality green jobs may include those in the energy efficiency and electrification sectors to those in landscaping, horticulture and sustainable land management including wildfire resilience and flood prevention. In the formal proposal, the Monterey Bay region has a number of established and emerging initiatives along the green jobs pathway spectrum -or stack- including workforce training, entrepreneurship and worker’s cooperative efforts but lacks a comprehensive effort to prioritize the most promising pathways and build relationships and processes to realize their potential. This project will overcome the capacity limitations that have prevented this effort coming to fruition.

The proposed 18-month long project aims to develop partnerships and workforce training programs in green sectors such as horticulture, energy, electrification, and sustainable land management. The objectives include (1) formalizing partnerships with organizations supporting disinvested communities, (2) conducting a facilitated opportunity assessment exercise to map

14.2 initiatives, identify priority markets for high road/high promise jobs that advance community sustainability and further develop a continuous high quality green job pathway stack tailored for various divested communities, (3) engaging with those communities and groups on needs and opportunities, and (4) creating detailed strategies for future implementation funding.

The funding will be used to (1) hire CivicSpark fellows to provide coordination within community-based organizations that otherwise may not have the internal capacity to participate, (2) compensate for community based organization partner participation, and (3) hire a consulting team to add the capacity lacking to provide coordination, conduct facilitated activities and engagement, and develop the deliverables. Completion of the project will result in diverse formal partnerships established, identification of high promise jobs in sectors that grow local climate response benefit, inclusion of job pathways accessible to marginalized and diversely skilled community members, production of a project development report, and delivery of a collaborative and comprehensive implementation plan ready for future Catalyst Implementation funding.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: This item is exempt from CEQA under the general rule 1561(b)(3) because it can be seen with certainty that applying for grant funding from the Uplift Central Coast Catalyst Fund will not have the potential to cause any effect on the environment.

HEALTH IN ALL POLICIES (HiAP): The project supports Health in All Policies, prioritizing equity, public health and sustainability pillars. The project aims to create green job pathways for underserved community members, promote economic mobility and foster environmental resilience. Through collaborations with local organizations, this project will connect disadvantaged populations with high-quality job opportunities in sustainable fields like electrification, sustainable land management, and climate resilience. By addressing systemic barriers to workforce entry and emphasizing equitable, collaborative climate-focused economic development, this project directly supports the City’s Health in All Policies initiative, which in turn will result in improved community well-being outcomes.

FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: Yes

2. This recommendation requires a budget adjustment: Yes

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: If the grant is awarded, the General Fund will be updated to reflect $250,000 of additional revenues and expenditures, as outlined in the attached budget adjustment.

Prepared By:

Tiffany Wise-West
Sustainability and Resiliency
Officer
Submitted By:

Michelle Templeton
Assistant City Manager
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. BUDGET ADJUSTMENT.PDF

14.3 City of Santa Cruz

BUDGET ADJUSTMENT REQUEST
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11/20/2024 NS-30,XXX
The City of Santa Cruz is applying for a grant funding from the Uplift Central Coast to support Monterey Bay Green Jobs and Workforce Training Pathway Stack Development in Santa Cruz, Monterey, and San Benito Counties. The purpose of Budget Adjustment is to appropriate the future awarded amount from Uplift Central Coast Catalyst Fund into the CMO budget under the Climate Action Program activity to fund consultants, CBO partners, and hiring CivicSpark fellows. 101-10-03-1217-43310 g1025XX-127-2100-0 Uplift Central Coast 250,000 250,000
101-10-03-1217-52199 g1025XX-100-2020-0 Uplift Central Cost- other professional and technical services 250,000 250,000
0 Tiffany
Wise-West
Digitally signed by
Tiffany Wise-West
Date: 2024.11.27
13:53:24 -08'00'
Michelle
Templeton
Digitally signed by
Michelle Templeton
Date: 2024.11.27
08:48:58 -08'00'
Emily
Burton
Digitally signed
by Emily Burton
Date: 2024.11.21
10:53:18 -08'00'
Elizabet
h Cabell
Digitally signed by
Elizabeth Cabell
Date: 2024.11.22
13:37:40 -08'00' 14.4
City Council

AGENDA REPORT
DATE: 11/22/2024
AGENDA OF: 12/10/2024
DEPARTMENT: Finance
SUBJECT: Liability Claim Filed Against the City of Santa Cruz (FN) RECOMMENDATION: Motion to reject the liability claim of 1) Morgan Thomas Maher based on staff recommendation.

BACKGROUND: N/A.

DISCUSSION: I. Claim to be rejected:

1. Claimant: Morgan Thomas Maher
Date of occurrence: 11/4/24
Date of claim: 11/20/24
Amount of claim: $442.84
Claimant seeks compensation for alleged damage to their vehicle caused by debris in roadway.

Self-Represented
CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: N/A HEALTH IN ALL POLICIES (HiAP): N/A
FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: No

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: No fiscal impact.

Prepared By:

Ross Brandon
Risk and Safety Manager
Submitted By:

Elizabeth Cabell
Finance Director
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

None.

15.1 City Council

AGENDA REPORT
DATE: 11/21/2024
AGENDA OF: 12/10/2024
DEPARTMENT: Finance
SUBJECT: FY 2024 Parking In-Lieu Impact Fee Annual Report (FN/PW) RECOMMENDATION: Motion to accept and approve the attached FY 2024 Parking In-Lieu Impact Fee Annual Report.

BACKGROUND: In June 1992, the City Council adopted amendments to the Downtown Parking Resolution (NS-200,541) establishing a Parking In-Lieu Impact Fee. The Parking InLieu Impact fee was amended in June of 2019 to update the in-lieu fee rates to support affordable housing and general housing construction in the downtown area. In April 2023, the City Council amended Parking In-Lieu Fee rates to reflect changes in state law related to parking requirements near high quality transit. This fee complies with California Government Code Section 66006 which requires that within 180 days after the close of the fiscal year the City shall produce a report on the developer impact fees and make it public at least 15 days prior to the regularly scheduled City Council meeting. In addition, for anyone who provides a written request to be notified, the City shall mail them notice of the time and place of the meeting at least 15 days prior to the meeting.

DISCUSSION: The City began collecting Parking In-Lieu Impact Fees in FY 2021. The amount collected in FY 2021 is $840,000 and $120,000 in FY 2023. No fees were collected in FY 2024. Staff have compiled the attached FY 2024 Parking In-Lieu Impact Fee Annual Report and made it available at the Public Works Counter 15 days prior to the meeting. Staff recommends acceptance and approval of the report.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: The proposed Council action is not a “Project” under CEQA because the proposed Council action does not have the potential to cause a physical change in the environment directly or indirectly.

HEALTH IN ALL POLICIES (HiAP): The cumulative effect of FY 2024 Parking In-Lieu Impact Fee Annual Report supports the Health in All Policies (HiAPs) Workplan by supporting the Collective of Results and Evidence-based (CORE) community impacts of increased economic vitality; a safe, affordable, and accessible transportation system; and neighborhoods and communities are safe.

16.1 FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: No

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: The Parking In-Lieu Impact Fee fund balance remained $0 from FY 2023 to FY 2024. In FY 2024 there were no revenues and no expenditures. In FY 2023 disbursements for the repayment of Bond issuance were made, in accordance with the Downtown Parking Resolution. The remaining fund balance was disbursed to cover enforcement, maintenance, and other operating costs of Parking District No 1. There was no impact on the General Fund.

Prepared By:

Noah Otts
Accountant I
Submitted By:

Elizabeth Cabell
Director of Finance
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. FY 2024 PARKING IN-LIEU IMPACT FEE ANNUAL REPORT.PDF

16.2 1. No fees were collected in fiscal year 2024.

Attachment I
City of Santa Cruz
2024 Parking In-Lieu Impact Fee Annual Report
Development Impact Fees
For Fiscal Year Ending June 30, 2024

Government Code Sec. 66006(a) requires local agencies to produce an annual report, within 180 days of the fiscal year end. The annual report must be made available to the public and be presented to the public agency (City Council) at least fifteen days after it is made available to the public.

This report summarizes the following information for each of the development fee programs:

1. Description of fee

2. Amount of fee

3. Beginning and ending fund balances

4. Amount of fees collected and interest earned

5. Identification of projects on which fees were expended and the amount for each improvement that was expended

6. The total percentage of the cost of the public improvement that was funded with fees

7. The approximate date by which construction of the improvements will commence for any incomplete improvements for which sufficient funds to complete financing for the improvements have been collected

8. The amount of refunds paid

9. Description of each interfund transfer or loan made from the fund, if any The following fee programs are included in this report:

Section A – Citywide Parking In-Lieu Impact Fee

16.3 1. All prior fees collected were dispersed in fiscal year 2023

2. No fees were collected in fiscal year 2024.

Section A – Citywide Parking In-Lieu Impact Fee
For Fiscal Year Ending June 30, 2024
Description: A Parking In-Lieu Impact Fee is assessed in connection with the issuance of any development permit for development within Parking District No 1 as amended (NS-2233, June 26,1956) where a developer has chosen to provide less than the amount of parking required per the Parking Resolution. In accordance with the Downtown Parking Resolution, the Fee shall be used to pay costs associated with repayment of bonds, and any excess not required for bond resolution shall be applied to enforcement, maintenance, and other operating costs of Parking District No 1.

In June 1992, the City Council adopted amendments to the Downtown Parking Resolution (NS-200,541) establishing a Parking In-Lieu Impact Fee. The Parking In-Lieu Impact fee was amended in June of 2019 to update the in-lieu fee rates to support affordable housing and general housing construction in the downtown. In April 2023, the City Council amended the Parking In-Lieu Fee rates to reflect changes in state law related to parking requirements near high quality transit.

Amount of Fee: The Parking In-Lieu Impact Fee in FY 2024 was defined to be $20,000 per required parking space not provided by the development determined by Resolution NS-30,132.

Refund: The refund amount in FY 2024 was $0.

Beginning Balance, July 1, 2023 01
Ending Balance, June 30, 2024 02

16.4 City Council

AGENDA REPORT
DATE: 11/21/2024
AGENDA OF: 12/10/2024
DEPARTMENT: Finance
SUBJECT: FY 2024 Traffic Impact Fee Annual Report (FN/PW) RECOMMENDATION: Motion to accept and approve the attached FY 2024 Traffic Impact Fee Annual Report.

BACKGROUND: In April 2004, the City Council adopted the Beach /South of Laurel Traffic Impact Fee Ordinance and in June 2005, the City Council adopted the Citywide Traffic Impact Fee Ordinance. In November 2012, the City Council amended the Traffic Impact Fee Ordinances to combine the Beach/South of Laurel and Citywide areas resulting in a single Traffic Impact Fee as of FY 2013 and basing it on PM peak hour trips rather than daily trips. In August 2021, the City Council amended the fee to address the cost of construction increases that occurred since the last revision. This fee complies with California Government Code Section 66006 which requires that within 180 days after the close of the fiscal year, the City shall produce a report on the developer impact fees and make it public at least 15 days prior to the regularly scheduled City Council meeting. In addition, for anyone who provided a written request to be notified, the City shall mail them notice of the time and place of the meeting at least 15 days prior to the meeting.

DISCUSSION: The City began collecting Traffic Impact fees in FY 2006. The amount collected in FY 2024 is $197,706 and is detailed in the report. Staff has compiled the attached FY 2024 Traffic Impact Fee Annual Report and made it available at the Public Works Counter 15 days prior to the meeting. Staff recommends acceptance and approval of the report.

HEALTH IN ALL POLICIES (HiAP): The cumulative effect of FY 2024 Traffic Impact Fee Annual Report supports the Health in All Policies (HiAPs) Workplan by supporting the Collective of Results and Evidence-based (CORE) community impacts of increased economic vitality; a safe, affordable, and accessible transportation system; and neighborhoods and communities are safe.

17.1 FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: No

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: The Traffic Impact Fee fund balance increased by $36,240 to $1,182,117 with revenues exceeding expenditures. This is attributed to a higher number of fees being collected in the current fiscal year. There was no impact on the General Fund.

Prepared By:

Noah Otts
Accountant 1
Submitted By:

Elizabeth Cabell
Director of Finance
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. 2024 TRAFFIC IMPACT FEE ANNUAL REPORT.PDF

17.2 1
Attachment I
City of Santa Cruz
2024 Traffic Impact Fee Annual Report
Development Impact Fees
For Fiscal Year Ending June 30, 2024

This report summarizes the following information for each of the development fee programs:

1. Description of fee

2. Amount of fee

3. Beginning and ending fund balances

4. Amount of fees collected, and interest earned.

5. Identification of projects on which fees were expended and the amount for each improvement that was expended.

6. The total percentage of the cost of the public improvement was funded with fees.

8. The amount of refunds paid.

9. Description of each interfund transfer or loan made from the fund if any.

The following fee programs are included in this report:

Section A – Citywide Traffic Impact Fee

17.3 2
Section A – Citywide Traffic Impact Fee
For Fiscal Year Ending June 30, 2024
Description: A Traffic Impact Fee is assessed in connection with the issuance of any development permit for development in areas of the City designated by City Council Resolution NS-26,943 on June 28, 2005. In accordance with the General Plan, the Fee shall be used to pay costs associated with the mitigation of traffic impacts attributable to the development that is the subject of the permit. On November 27, 2012, the City Council adopted Resolution NS-28,574 rescinding Resolution NS-26,943, combining the Beach/South of Laurel and Citywide areas and revising the Traffic Impact Fee Estimate Form to include new uses and PM peak hour rates. On August 24, 2021, City Council adopted resolution NS-29,865 revising the Traffic Impact Fee per trip rate.

Amount of Fee: The Traffic Impact Fee at the start of FY 2024 was defined to be $4,928 per peak hour trip as determined on the Traffic Impact Fee Estimate Form. As of February 23, 2024, a 2% increase was put in place, with the adjusted Traffic Impact Fee now defined to be $5,027 per peak hour trip.

Refund: The refund amount in FY 2024 was $6,893.16.

Beginning Balance, July 1, 2023 1,145,8771
Receipts
Fees Collected 162,077
Interest Earned 35,629
Payment Holding 0
Transfer-in 0
Total 197,706
Disbursements
% of Cost
Funded
C400805 – State Route 1/9 Intersection Improv. (11,214) 4% Admin Expenses

(150,252) 100%
Total Disbursements (161,466)
Ending Balance, June 30, 2024 1,182,1172*
1 Beginning fund balance does not include allowance for FV of invest w/City-cur unrstr. 2 Ending fund balance does not include allowance for FV of invest w/City-cur unrstr. * Ending Available Fund Balance is unaudited

17.4 City Council

AGENDA REPORT
DATE: 11/21/2024
AGENDA OF: 12/10/2024
DEPARTMENT: Information Technology
SUBJECT: Professional Services Agreement for Project Management Services for the Implementation of New Enterprise Resource Planning (ERP) Software Solution (IT)
RECOMMENDATION: Motion to:
1) Authorize the City Manager to execute a scope of work with Berry Dunn McNeil & Parker, LLC (BerryDunn) in a form approved by the City Attorney to support the City of Santa Cruz (City) with project management services for the implementation of a new Enterprise Resource Planning (ERP) software solution in the amount of $840,000.00; and 2) Authorize the City Manager, IT Director, or designee to execute any amendments to the above contracts that are within the approved budget, change orders will only be binding when signed by authorized representatives of the City and the vendor.

BACKGROUND: On April 11,2023, the City Council authorized staff to execute a contract with BerryDunn to develop a Request for Proposals (RFP) for the selection of a new Enterprise Resource Planning (ERP) software solution. BerryDunn has continued to be a valuable resource in navigating a lengthy and involved RFP process. Their background in assisting government agencies with ERP RFPs has been heavily relied upon throughout the development to create a thorough RFP encompassing all aspects of the City’s needs in an ERP solution.

BerryDunn has been an efficient partner in negotiating scopes of work and professional services agreements with vendors during the selection process. They have proven to be a reliable, knowledgeable resource for City staff, allowing the City to prepare robust contracts with chosen ERP vendors for a 3-year long implementation engagement contract and 10-year software subscription contract.

DISCUSSION: The implementation of a new ERP system, known as the Workday, SpryPoint, Teller Can/Am Platform Deployment Project (Project), is expected to be a massive undertaking that will affect every department in the City. It is considered a high priority, time sensitive project, and will require a large amount of staff time to establish. Due to the size of the Project and the limited capacity of IT staff, the City has decided to seek outside project management services.

18.1 BerryDunn’s involvement with the RFP creation and selection makes them uniquely informed about all aspects of the City’s current ERP, what the City needs from a new ERP, and the steps necessary to transition to a new system. Onboarding a new project manager would entail a lengthy information gathering period that would delay the project and have potential for miscommunication or misinterpretation of the established contracts. BerryDunns team has proven to be thoughtful, collaborative, and experienced, working well with City staff to achieve project goals in a timely manner.

The Project involves four (4) vendors, consisting of three software vendors and one implementation vendor. City staff will be heavily involved in all aspects of the Project, especially interfacing with vendors directly to configure the software to best suit City needs.

With multiple vendors, however, there are aspects of the project that do not involve the City directly (i.e. integration between a cashiering system and the chart of accounts). BerryDunns project management will facilitate and relate these aspects to the overall project plan, providing accountability to the vendors to follow project timelines and deliverables.

Additionally, BerryDunn will take ownership of the more granular project management tasks, including but not limited to developing project charters, reviewing and verifying contract compliance from vendors, providing regular project tracking, and providing the city team with project status updates. Careful project management is necessary to follow projected timelines with a project of this size and complexity. This will allow City staff the freedom to focus on project tasks that require knowledge of City processes and systems.

BerryDunn has assisted many public agencies with the same ERP transition the City will undertake. They are familiar with the City’s current ERP system outside of the current Project and are aware of possible complications that may arise as the Project progresses.

Cooperative Purchasing
Section 3.08.170 of the Municipal Ordinance allows the City to buy from cooperative purchasing agreements when it is in the best interest of the City to do so. The budget for project management services for the replacement of the City’s current ERP has been established in project c152301- City ERP replacement. BerryDunn’s project management services have been cooperatively bid via OMNIA contract number 11-55 in region 14. The City is authorized to use this contract through their membership in this buying group which results in a savings of time, money, and Finance department resources for the City.

Staff recommends that Council approve the City Manager to execute contracts with BerryDunn for project management services. The IT director is authorized to execute change orders within the approved project budget.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: The agreement of project management services is exempt from the California Environmental Quality Act (CEQA) per Section 15061 (b)(3) of Chapter 3, Title 14 of the California Code of Regulations (CEQA Guidelines). This section states the general rule that CEQA applies only to projects that have the potential for causing significant effects on the environment.

This item and the associated project do not meet this classification as all physical impacts of this majority cloud-based project uses existing Information Technology Infrastructure.

18.2 HEALTH IN ALL POLICIES (HiAP): Using BerryDunn as a project manager for the implementation of this multi year project will lift the amount of work from City staff, allowing the City to have resources necessary to support residents in standard City operations, and mitigating the effects of lower staff availability.

FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: No

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: The budget for the Project has been allocated from the Capital Investment Program (CIP) project c152301, which is designated for the City ERP Replacement. This CIP project was created in Fiscal Year 2023 to track all expenses associated with the City's multi-year ERP replacement effort. The City anticipated the costs of this largescale project and, accordingly, set aside funding from both the General Fund and the Water Fund over the past three fiscal years into project c152301. There are sufficient funds in project c152301 to cover implementation project management from BerryDunn.

Prepared By:

Michael Schmidt
Assistant IT Director
Submitted By:

Ken Morgan
IT Director
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. COUNCIL MEETING 4.11.2023 MINUTES- MOTION 9.PDF

2. PREVIOUS BERRYDUNN PROFESSIONAL SERVICES AGREEMENT- REQUEST FOR PROPOSALS CREATION ASSISTANCE.PDF

3. BERRYDUNN PROFESSIONAL SERVICES AGREEMENT- PROJECT MANAGEMENT SERVICES.PDF

18.3 April 11, 2023 CITY COUNCIL MINUTES 6433
Consent Agenda (continued)

8. Liability Claims Filed Against the City of Santa Cruz (FN) Motion carried to reject the liability claim of 1) Nancy P. Rowe; and to return as late the claim of 2) Precision Grade Inc., based on staff recommendation.

9. Professional Services Agreement for the Development of a Request for Proposal in the Selection of a New Enterprise Resource Planning Software Solution (IT) Motion carried to:
 Adopt Resolution No. NS-30,130 amending the FY 2023 budget in the amount of $165,200 for funding related to selecting a new Enterprise Resource Planning (ERP) software solution; and
 Authorize the City Manager to execute a professional services agreement and scope of work with Berry Dunn McNeil & Parker, LLC (BerryDunn) in a form approved by the City Attorney to support the City of Santa Cruz (City) in developing a Request for Proposal (RFP) in selecting a new Enterprise Resource Planning (ERP) software solution.

10. Caltrans Sustainable Transportation Planning Grant Application - Active Transportation Plan Update (PW)
Motion carried to ratify the application for the California Department of Transportation Sustainable Transportation Planning Grant Program for the Active Transportation Plan Update, and further authorize the City Manager to accept and appropriate funds should the City be awarded.

11. Resource Recovery Facility Cell 3B Development Project (c401909) – Notice of Completion (PW)
Motion carried to accept the work of Sukut Construction, LLC (Santa Ana, CA) and authorize the filing of the Notice of Completion for the Resource Recovery Facility Cell 3B Development Project (c401909).

18.4 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23) Page 1
Professional Services Agreement With

BERRYDUNN
For _RFP SERVICES FOR ENTERPRISE RESOURCE PLANNING/UTILITY BILLING THIS AGREEMENT for professional services is made by and between the City of Santa Cruz (“City”) and Berry, Dunn, McNeil & Parker, LLC, doing business as “BerryDunn”, a limited liability company formed in Maine, (“Consultant”) (each is referred to individually as a “Party” and collectively, as the “Parties”) as of April 17th, 2023 (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 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 Ken Morgan, Director of the IT 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, City will inform Consultant of the changes or revisions necessary to secure approval.

DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.5 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23) 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 A 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 A. Such payment shall be considered the full compensation for all personnel, materials, supplies, and equipment used by Consultant in the Scope of Work. 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. Where conflicts regarding compensation may occur, the provisions of this section apply.

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 $165,200 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. ☒ 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.

DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.6 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23) Page 3
☒ 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.

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.

SECTION 6: CHANGES IN WORK
DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.7 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23) Page 4
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 A 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 on the effective date of this Agreement and terminating 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 Work Schedule for completion of the work shall be as shown upon Exhibit A. In the event that major changes are ordered, the schedule for completion as stated in Exhibit A 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 A 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 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.

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.

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 DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.8 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23) Page 5
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 B. 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.

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 12: LEGAL ACTION/ATTORNEYS’ FEES
DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.9 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23) Page 6
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 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 A, Fee Schedule.

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.

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.

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.

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.

DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.10 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23) Page 7

7. Conflicts of Interest. Consultant agrees to comply with conflict of interest lawsin 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, computersoftware 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.

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.

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 DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.11 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23) Page 8
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 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.

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 DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.12 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23) Page 9
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.

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; DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.13 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23) Page 10
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/bestmanagement-practices

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 DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.14 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23) Page 11
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.

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:

Information Technology
Mike Schmidt
809 Center Street
Santa Cruz, CA 95060
[email protected]
831.420.5003
To CONSULTANT:

Berry Dunn McNeil & Parker
David Ledbetter
2211 Congress Street
Portland, Maine 04104-1100
[email protected]
480-482-3004
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.

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.

DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.15 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23) Page 12
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.16 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23) Page 13
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: __________________ 3/30/2023
DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B 4/12/2023

18.17 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23)
EXHIBIT A: (ATTACHED)
DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.18 Maine  Connecticut  New Hampshire  West Virginia  Arizona  Massachusetts  Puerto Rico berrydunn.com
February 17, 2023
Attention: Michael Schmidt
City of Santa Cruz
809 Center Street
Santa Cruz, CA 95060
Dear Michael Schmidt:

On behalf of Berry Dunn McNeil & Parker, LLC (BerryDunn), we are pleased to submit this scope of work letter to the City of Santa Cruz (the City) as it plans for the potential replacement of its current enterprise resource planning (ERP) system—Tyler Eden.

Below on the following pages, we introduce our firm, describe our approach and proposed work plan, and outline the estimated fees associated with a project of this nature. Additionally, we provide our relevant experience in an appendix for further review and consideration.

Introducing BerryDunn
BerryDunn is a nationally recognized independent management and IT consulting firm, headquartered in Portland, Maine with nine office locations nationally. Focused on inspiring organizations to transform and innovate, we are a stable and well-established firm that has preserved our core values and reputation for excellence throughout our 49-year history. We have enjoyed steady growth by providing consistent, high-quality services to our clients in all 50 states—including the State of California (the State)—Puerto Rico, and Canada.

Our firm’s culture is centered on a deep understanding of our clients’ commitment to serving the public.

The human aspect of projects can often be forgotten in the maze of regulatory changes and legal requirements with which counties, cities, and departments must comply. BerryDunn proudly tailors each of its projects to recognize the work our clients do every day. We care about what we do, and we care about the people impacted by our work—including those at the City.

We employ more than 800 staff members—including more than 300 in our Consulting Services Team.

From extensive project experience for more than 400 state, local, and quasi-governmental agencies, our team brings valuable perspectives to every engagement. Additionally, our team has prior experience serving state and local government agencies, providing them with an in-depth understanding of government operations, staffing needs, budgetary constraints, and the business processes required to provide necessary services to the internal divisions and the constituents the City serves.

Our firm provides a full range of professional services that supports our ability to complete tasks outlined by the City. These include:
• Software Planning and Procurement
• Software Implementation Project
Management and Oversight
• Business Process Improvement, Reviews,
and Redesign
• Organizational Change Management (OCM)
• Organizational, Operational, and Staffing
Analyses
• Performance Analyses
• Enterprise and Departmental Strategic
Planning
• Leadership and Organization Development
• Master Planning
• Cost of Service and Fee Studies
• Project Assessments and Remediation
• IT Assessments
• IT Strategic Planning
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Figure 1 illustrates the organization of BerryDunn's Local Government Practice Group. We provide unparalleled expertise and unique insights across these practices, supporting our clients in solving some of their biggest challenges and addressing opportunities to improve and plan.

Figure 1: Local Government Practice Group Specialization BerryDunn Bridge and Our Independence
BerryDunn Bridge is a program facilitated by our Local Government Practice Group.

This program was developed to promote information sharing between public-sector software providers and our consultants and helps continually expand our own—and our clients’—understanding of the public-sector software landscape. BerryDunn Bridge provides opportunities to share our clients’ needs with the software vendor community and gain knowledge of upcoming technological trends, recent product developments, and find target markets for software providers.

Public-sector software providers opt into this program to establish a cadence of meetings between their team members and our own to keep up-to-date on industry and client trends. This includes knowledgesharing opportunities ranging from focused discussions between management teams to software demonstrations with a broader audience of consulting staff. As a result of this program, we can best serve our clients and pass on our knowledge gained—including modern software system capabilities not currently being utilized or perhaps even previously contemplated by our clients.

BerryDunn is not affiliated with any specific vendor, allowing us to provide truly independent advisory services to our clients. In that respect, we recognize the importance of networking and continuous market research to help ensure we are apprised of industry best practices, emerging trends, and updates in the software vendor community.

Approach and Proposed Work Plan
Project Management
To help ensure that project objectives are met, and initiation and completion of project work are conducted in a timely manner, each BerryDunn project is led by an experienced project manager who understands and utilizes project management best practices. Our Consulting Services Team employs project management best practices from the Project Management Institute’s (PMI®’s) Project Management Body of Knowledge Guide (PMBOK® Guide), Version Seven.

Figure 2, on the following page, illustrates the phases of the project management life cycle, which provides a framework for managing any type of project.

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Figure 2: Project Management Life Cycle
Integrated Change Management Methodologies
Stakeholders’ willingness to adopt new processes and tools plays a significant role in the success—or failure—of system selection and implementation projects. BerryDunn has observed resistance to change in virtually all our engagements. As such, our project management approach is carefully integrated with change management methodologies to promote buy-in and consensus for the project and we will work with you to proactively address resistance by:

1. Engaging stakeholders at the right level throughout the project—from initial planning through implementation—to build understanding for the need for change and gain support from the people who will be using the future solutions, and who are most familiar with current processes

2. Developing and executing a communications plan that considers the information needs of each stakeholder group

3. Documenting business processes, and working with stakeholders to understand how their work will be performed in the future environment
We have adopted the Prosci® change management methodology and trained over 100 consultants to become Prosci® Certified Change Practitioners (CCPs). A central focus of the Prosci® change management approach is the belief that, for change to work in an organization, individuals must be willing to change and understand change. Additionally, according to research conducted by Prosci®, the likelihood of project success increases significantly, and in alignment with the level of change management focus applied to the project. Figure 3 shows that even small increases in focus on change management, from “poor” to “fair,” are likely to have a positive impact on system adoption and project success.

Figure 3: Change Management’s Impact on Project Success Consistent with the Prosci® methodology, the City can expect our change management approach to involve three stages, as described below.
• Preparing for Change. Developing of change management strategies, based on input from the City’s stakeholders on the existing environment.
• Managing Change. Overseeing assigned roles and tasks, providing training and coaching, using tools effectively, and executing a clear communication plan.

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• Reinforcing Change. Evaluating action plans, reviewing the sustainability of change management activities, and promoting individual and team successes.

Proposed Work Plan
BerryDunn strives to be flexible when it comes to development and execution of an effective work plan.

We understand that no two projects are exactly alike and believe that one of the primary reasons we have been successful with similar projects is our willingness to be flexible in adapting to our clients’ unique needs.

The overarching benefits the City can expect of our approach include:
• A methodology based on our extensive experience conducting similar projects • Quality assurance processes that incorporate the City project team’s review and approval of all deliverables and key milestones
• Built-in project management and change management best practices—focused on keeping the project on time, on budget, and progressing at a healthy pace—for the City’s stakeholders across its unique departments and associated functional areas to understand why and how findings and recommendations will improve the current environment
• A needs assessment that will include all key stakeholders across the City’s departments and associated functional areas within scope, focused on how those areas interact with each other and integrate with existing systems
• Thorough business process improvement activities, helping the City identify root causes of process and/or system deficiencies
Figure 4 presents an overview of our work plan intended to achieve the City’s goals and objectives for this important initiative.

Figure 4: Work Plan Overview
Below and the following pages, we provide details of our work plan to complete the City’s desired tasks.

Phase 0. Project Planning and Ongoing Project Management

0.1 Conduct initial project planning. We will conduct an initial project planning session with the City’s project team to introduce key team members, clarify goals and objectives, identify known project constraints, and refine dates and/or tasks, as appropriate. We will discuss our approach for managing communications between BerryDunn and the City and our approach to the scope, risks, and resource management. We will also request names and contact information for the appropriate staff members who will be involved in the project. These discussions will inform the development of the Project Work Plan and Schedule.

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Phase 0. Project Planning and Ongoing Project Management

0.2 Develop the Project Work Plan and Schedule. Based on the information gathered from our initial project planning session, we will develop the Project Work Plan and Schedule, which will address our approach for communications, scope, risks, and resource management. The Project Work Plan and Schedule will also address our approach to providing the exact services requested by the City and the agreed-upon time frame for each task. In addition, the Project Work Plan will incorporate agreed-upon procedures between BerryDunn’s and the City’s project teams related to project control, including quality management and deliverable submission/acceptance management. After providing draft versions of these materials in advance, we will facilitate a teleconference to review the drafts and solicit feedback from the project team. This feedback will be incorporated into the document, which will then be distributed to the project team in final form.
 Deliverable 1 – Project Work Plan and Schedule

0.3 Develop Biweekly Project Status Updates. Throughout the project, our project manager will provide Biweekly Project Status Updates that describe the activities and accomplishments for the reporting period, plans for the upcoming month, risks or issues encountered during the reporting period, and anticipated problems that might impact any project deliverable. We will meet with the City’s project manager to review these updates.
 Deliverable 2 – Biweekly Project Status Updates
Phase 1. Needs Assessment

1.1 Develop and issue a web survey and an information request and review the results. We will develop and distribute a web survey to City staff to understand issues and challenges with current business processes. We anticipate that this survey will be issued to the core department stakeholders and used to help determine the current challenges and areas for improvement. Prior to issuing the web survey, we will review the questions with the project team. We will use the survey results as one of many data points in developing our evaluation of the current environment. Additionally, prior to conducting our work, we will provide the City’s project team with an information request sheet to request available documentation that will be helpful to us during the project (e.g., organizational charts, documentation on existing systems, and policy documentation). We will respectfully request that the project team provide the requested information prior to the project kickoff meeting and interviews, as reviewing this information in advance of our work will enable us to be more efficient, become more knowledgeable of the current environment, and make best use of City personnel’s time.

1.2 Facilitate a kickoff presentation. We will conduct a kickoff presentation with City leadership and all project stakeholders. This will serve as an opportunity to introduce our project team members, discuss goals, present our project approach and methodology, review the schedule of key project dates, and answer questions. As part of this presentation, the City’s project sponsor is expected to participate and speak to the goals and objectives of the initiative.

1.3 Facilitate fact-finding meetings. Following the project kickoff presentation, we will conduct fact-finding meetings with City staff identified as current and future users of the ERP solution, based on the following functional areas:
• System Administration
• Project and Grant
Accounting
• Human Capital
• General Ledger
• Payroll
• Accounts Payable
• Cashiering and
Customer Service
• Budget
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Phase 1. Needs Assessment
Management
• Purchasing, Bids, and
Contract Management
• Time and Attendance
• Fixed Assets and
Inventory
• Accounts Receivable
• Technical Current
Environment
• Utility Billing
We will also meet with IT staff and representative stakeholders from each department, by functional area.

We will explore their experiences in daily interaction with the system, along with any additional areas we identify prior to or during the kickoff meeting. The purpose of these meetings is to review, evaluate, and document the City’s existing system functionality and understand processes that are critical or unique to the City. Where appropriate, our team will observe staff conducting business process routines. We will also meet with representatives from the City’s IT staff who support the existing applications to review available system documentation, existing data elements, and data reporting needs. When necessary, the BerryDunn team will accommodate unanticipated scheduling challenges of City personnel to make the best use of time. Our approach is to do what we can to accommodate such needs, providing the opportunity for all stakeholders to contribute their thoughts and ideas. We will schedule meetings to address all functional areas in the City’s requested scope that may be part of a future ERP environment.

1.4 Develop a Need Assessment Report. Drawing on the information gathered through our review of documentation, web survey results, and fact-finding sessions, we will prepare a Needs Assessment Report that will present our identified ERP improvement areas and recommendations. This report will include but not limited to:
• A high-level summary of findings
• Gaps in current systems functionality or integrations • Best practice functions, processes, and requirements
• Anticipated costs
• Other preliminary considerations
We will provide a draft of the Needs Assessment Report to the City for review and facilitate a work session via teleconference to explain our findings, gain feedback, and build consensus related to the presented system planning considerations. We believe it is important to obtain the City’s validation and approval of these findings, as this information will serve as the basis for future requirements as it relates to the City’s potential ERP system. We will then revise the report and update to final.  Deliverable 3 – Needs Assessment Report
Phase 2. RFP Development – ERP and Utility Billing (UB)

2.1 Facilitate vendor outreach information sessions. If desired, we will provide an opportunity for up to five ERP vendors to provide information on the capabilities of the systems on the marketplace for three-anda-half hours each. We will provide these vendors with a format to follow for ease of comparison. By holding these sessions, the City will be better informed when finalizing requirements for the future ERP solution. At the conclusion of these sessions, we will conduct a debrief survey to solicit feedback from participants of desired functionality to be included in the RFP for a future system.

2.2 Develop Preliminary Functional and Technical Requirements. BerryDunn has developed a database of ERP- and UB-specific technical and functional requirements based on our experience with other governmental agencies, as well as our knowledge of software system functionality and best practices.

Drawing from this database, we will make refinements based on those processes that are critical or unique to the City. These requirements will support supplemental functionality requirements with key reporting, DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

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Phase 2. RFP Development – ERP and Utility Billing (UB) interface, and conversion enhancements. In our recent experience, those areas have significantly differentiated vendors’ solutions and require a specific focus in the selection activities. Our analysis typically results in about 75% of the requirements being defined upfront for most of our clients.  Deliverable 4 – ERP and UB Preliminary Functional and Technical Requirements

2.3 Facilitate joint requirements planning (JRP) work sessions to review and update requirements.

We will facilitate a series of JRP work sessions with City stakeholders and our project team members to review the ERP and UB preliminary requirements. We will reconvene many of the same stakeholders, organized by functional area, which met during fact-finding activities to discuss the future system capabilities. Using the preliminary lists, we will review and confirm each item as well as assign a relative criticality to communicate to vendors responding to the list as part of their RFP responses. We will also facilitate similar meetings to review potential interfaces and data conversion objects. Once these have been reviewed, we will update the lists to final. Our role in facilitating the JRP work sessions involves contributing our focused knowledge of the vendor marketplace to align the items requested in the list with the goals and objectives of the project. For example, we might comment on where functionality being requested is beyond the core capabilities of vendors and might represent a cost increase. Conversely, we can advise on requirements to include that might be commonplace today, but beyond the familiarity of City stakeholders.  Deliverable 5 – ERP and UB Final Functional and Technical Requirements

2.4 Develop ERP and UB RFP Packages. We will develop ERP and UB RFP Packages using a proven format that incorporates information pertaining to the history of the project, a high-level description of the City’s current environment, the City’s desired approach to implementing new ERP and UB solution(s), the City’s ERP and UB Final Functional and Technical Requirements, and a structured list of points for vendors to address in their responses. Our project team will also work with the City to develop objective evaluation criteria to include in the RFPs. We will then prepare a scoring matrix to track significant strengths and limitations of each proposal reviewed, based upon established evaluation criteria. Once complete, we will meet with the City’s project team to review the draft RFP Packages, collecting any feedback or additional terms for inclusion, before updating the RFPs to final and providing them to the City’s project team for distribution through its standard channels. In addition, we can provide a distribution list that includes most of the major ERP and UB solution vendors in the market.
 Deliverable 6 – ERP and UB RFP Packages
Phase 3. System Selection Assistance

3.1 Assist with responding to vendor questions and developing addenda. Our project team will assist the City’s project team in responding to vendor questions and developing corresponding addenda.

3.2 Assist with facilitating a vendor pre-proposal conference by phone. Our project team will coordinate, plan, and lead a pre-proposal conference for interested vendors, facilitating the question-andanswer portion of the meeting. We will then compile a list of questions raised and will prepare suggested responses on the City’s behalf. These will be provided in a format that the project team can review, revise, and ultimately publish as an addendum to the RFPs, as determined by procurement staff.

3.3 Perform an initial completion review of vendor proposals received, identify initial items for clarification, and develop a Proposal Executive Summary Memo. We will facilitate the proposal review process by analyzing up to 12 vendor proposals to identify issues, risks, exceptions, omissions, and objections, compiling them in a single, executive-level Proposal Executive Summary Memo. The memo will DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

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Phase 3. System Selection Assistance
identify key areas for consideration by the evaluation team related to each vendor’s ability to meet minimum requirements, and alignment with the evaluation criteria within the RFPs. This memo will also include a comparison of vendor responses to the ERP and UB Final Functional and Technical Requirements.

3.4 Facilitate round one scoring meetings to identify short-listed vendors and items needing clarification. We will participate in a meeting with the evaluation team to review the proposal summaries, discuss each proposal received, assist in the scoring process, and collect scores to identify the top preferred vendors to invite for demonstrations. Typically, clients identify 2 – 3 preferred vendors. We will clarify any open items with these short-list vendors before issuing invitations for demonstrations.  Deliverable 7 – Proposal Summary Memo and Short-List Identification

3.5 Assist the City project team in planning for demonstrations and writing demonstration scripts.

We will meet with the City’s project team to discuss the format of vendor demonstration scripts. We will develop a draft demonstration script template and provide it to the City’s project team for review. After finalizing an approved version, we will provide the appropriate scripts to each vendor in advance of demonstrations.

3.6 Facilitate vendor demonstrations. We will attend demonstrations and assist the City’s project team with facilitation for a period of up to five days for ERP and up to two days for UB. Our project team’s extensive background in the demonstration process will provide the City’s project team with a unique perspective on how to score, prepare, evaluate, and participate in vendor demonstrations.

3.7 Facilitate a round two scoring meeting to identify preferred vendors. We will participate in the second round of vendor scoring immediately following the final demonstration to identify the vendor or vendors for which the City’s project team should perform its reference checks.

3.8 Assist in planning for reference checks and site visits. We will assist the City’s project team with identifying tasks that should be accomplished prior to meeting at each site. We will coordinate with the City’s project team to discuss the suggested approach for these reference checks.

3.9 Facilitate a final scoring meeting. We will participate in the final round of vendor scoring via teleconference following the completion of reference checks and site visits. The objective will be to identify a preferred vendor and a second-choice vendor(s) should contract negotiations with the first be unsuccessful.  Deliverable 8 – Preferred Vendor(s) Identification
Phase 4. Contract Negotiations and Approval Assistance

4.1 Support the City in the contract negotiations and approval process with its preferred vendor. At the conclusion of final scoring activities, we anticipate supporting the City with the contract negotiations and approval process when and where it will benefit the City most. We have been involved in this process from the client, vendor, and independent consultant perspectives and understand how the associated support needs vary and how the contract impacts the eventual implementation process.

In conducting contract approval and negotiations activities, we will draw on these experiences to help ensure the City’s best interests are met and project goals and objectives are achieved.

Working collaboratively with the City’s project team, legal counsel, and preferred vendor, among other stakeholders, we will take part in various activities, including, but not limited to:

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Phase 4. Contract Negotiations and Approval Assistance
• Developing a draft contract(s), using the City’s contracting procedures and the vendor’s proposal as starting points
• Reviewing contract documents with the City’s project team to help ensure that requirements are clearly defined and to establish that the City agrees to the schedule, implementation process, fee arrangement, scope of services, vendor resources, deliverables, costs, acceptance criteria, and terms and conditions
• Participating during negotiations with the preferred vendor(s) • Supporting presentation development and delivery to City leadership as it relates to receiving approval and contract execution
Should it become clear at any point during contract negotiations and approval process that the preferred vendor’s solution(s) or contract terms will not meet the needs of the City, we might recommend halting the process with that vendor and commencing efforts with the second-choice vendor.

In recognition of the many variables not yet known related to the contract approval and negotiation timeline and work effort, we plan to commit up to 60 hours, billed as incurred.  Deliverable 9 – Contract Negotiations and Approval Assistance Optional Phase 5. Implementation Planning and Assistance

5.1 Develop an Implementation Planning Memo. BerryDunn will develop an Implementation Planning Memo, which will document lessons learned, compare project outcomes to project goals and objectives, list any remaining action items to conclude the implementation, and identify tasks, roles, and responsibilities for transitioning to operational use of the ERP and UB solution(s) and associated policies and processes. We will facilitate a meeting with the City’s project team to solicit feedback before updating the memo to final.  Deliverable 10 – Implementation Planning Memo

5.2 Provide implementation assistance. We are prepared to offer two potential implementation assistance service options. We describe these two potential service options below for further review and consideration.

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Optional Phase 5. Implementation Planning and Assistance We are happy to customize our approach to providing implementation assistance with the City at the appropriate time to help ensure we provide its desired level of support.

Anticipated Schedule
Below, we present a high-level overview of the timeline associated with our previously described work plan for further review and consideration. The timeline for Optional Phase 5 will be defined when the City is nearer to selecting its future solution and the extent of BerryDunn’s involvement in that particular work effort is determined.

Month
1 2 3 4 5 6 7 8 9 10 11 12
Phase
0 1
2 3
4 Estimated Fees
Table 1, on the following page, presents the fixed-fee costs associated with our proposed work plan as it relates to Phases 0 – 4. These fees are based on our experience conducting projects of similar size and scope, and the assumption that satisfying a deliverable is based on the City’s signed acceptance. That said, the City will not incur any additional costs associated with the process of reaching deliverable acceptance. Optional Phase 5 costs will be provided as the City nears closer to determining its selected vendor and BerryDunn’s desired involvement in the implementation process.

Table 1: Fixed-Fee Project Costs
Phase ERP Cost UB Addition
Phase 0. Project Planning and Ongoing Project Management $11,200 $2,200 Phase 1. Systems Planning $39,500 $0
Phase 2. RFPs Development $44,500 $7,800
Phase 3. System Selection Assistance $29,500 $9,400
Phase 4. Contract Negotiations and Approval $10,400 $5,200 Total $135,100 $24,600
Estimated Travel Expense* $4,500 $1,000
*Travel expense is optional and will only be billed as incurred.

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We will submit monthly progress invoices based on the work completed toward each deliverable.

We value the City’s openness and flexibility to discussing our proposed services. No matter how many clients we assist, we always take care to ensure the experience is tailored to the nuanced needs and resources of our clients. Should you have any questions, or if you would like to discuss this letter, please feel free to contact either of us directly.

Sincerely,
Seth Hedstrom, Principal David Ledbetter, Manager
Local Government Practice Group Local Government Practice Group 207-541-2212 | [email protected] 480-482-3004 | [email protected] DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

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Appendix: Relevant Experience
Tyler Eden
We are currently or have helped several clients migrate from Tyler Eden, including:
• City of Avondale, Arizona
• City of Irvine, California
• City of San Leandro,
California
• City of Spokane Valley,
Washington
• Gallatin County, Montana
• Hamilton County, Indiana
• Pitkin County, Colorado
• Village of Downers Grove,
Illinois
Systems Consulting
Table 2, below and on the following pages, is a summary of public-sector system consulting projects with which our firm has assisted in the last ten years. We also provide population data to offer additional context regarding our experience.

Table 2: Systems Consulting Experience
Client (Population)
Needs AssessmentGap AnalysisRisk AssessmentRequirements Articulation and GatheringRFP DevelopmentSoftware Evaluation Criteria Software Selection AssistanceContract Negotiation AssistanceImplementation Assistance Albemarle County, Virginia (107,000) ✓
Arlington Public Schools, Virginia
(26,000 students)
✓ ✓
Berks County, Pennsylvania (415,000) ✓ ✓ ✓ ✓ ✓ ✓
Carver County, Minnesota (102,100) ✓ ✓
Chicago Metropolitan Agency for
Planning, Illinois (CMAP) (2,710,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Alameda, California (79,000) ✓
City of Alexandria, Virginia (150,000) ✓ ✓ ✓ ✓ ✓ ✓
City of Allen, Texas (85,000) ✓
City of Amarillo, Texas (199,000) ✓ ✓ ✓ ✓ ✓ ✓
City of Aurora, Colorado (369,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Avondale, Arizona (85,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Beaverton, Oregon (97,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Bismarck, North Dakota
(67,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
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Client (Population)
Needs AssessmentGap AnalysisRisk AssessmentRequirements Articulation and GatheringRFP DevelopmentSoftware Evaluation Criteria Software Selection AssistanceContract Negotiation AssistanceImplementation Assistance City of Bloomington, Minnesota
(86,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Boca Raton, Florida (91,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Boulder, Colorado (105,000) ✓
City of Brighton, Colorado (40,000) ✓
City of Broken Arrow, Oklahoma
(112,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Burlington, Vermont (43,000) ✓
City of Cedar Hill, Texas (49,000) ✓ ✓ ✓ ✓ ✓
City of Chaska, Minnesota (26,000) ✓ ✓ ✓
City of College Station, Texas (95,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Coral Springs, Florida
(128,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Danville, Virginia (41,000) ✓ ✓ ✓ ✓ ✓ ✓
City of DeSoto, Texas (53,000) ✓ ✓ ✓ ✓ ✓ ✓
City of Detroit, Michigan (675,000) ✓ ✓
City of Dover, Delaware (37,453) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Duncanville, Texas (40,000) ✓
City of Edina, Minnesota (52,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Fairfax, Virginia (24,000) ✓ ✓ ✓ ✓ ✓ ✓
City of Fargo, North Dakota (122,000) ✓ ✓ ✓ ✓ ✓ ✓
City of Farmers Branch, Texas
(35,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Fort Collins, Colorado
(165,000)
✓
City of Fountain Valley, California
(56,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Fredericksburg, Virginia
(27,000)
✓ ✓ ✓ ✓ ✓ ✓
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Client (Population)
Needs AssessmentGap AnalysisRisk AssessmentRequirements Articulation and GatheringRFP DevelopmentSoftware Evaluation Criteria Software Selection AssistanceContract Negotiation AssistanceImplementation Assistance City of Frisco, Texas (177,000) ✓
City of Gahanna, Ohio (35,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Gaithersburg, Maryland
(68,000)
✓
City of Garland, Texas (238,000) ✓
City of Glendale, Arizona (237,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Grand Prairie, Texas (193,837) ✓
City of Grants Pass, Oregon (35,000) ✓
City of Helena, Montana (32,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Homestead, Florida (65,000) ✓ ✓ ✓ ✓ ✓ ✓
City of Independence, Missouri
(117,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Irvine, California (273,000) ✓ ✓ ✓ ✓ ✓
City of Irving, Texas (230,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of La Mesa, California (60,000) ✓
City of La Vista, Nebraska (13,000) ✓ ✓ ✓ ✓ ✓ ✓
City of Lakeville, Minnesota (64,000) ✓ ✓ ✓ ✓ ✓ ✓
City of Lawrence, Kansas (96,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Livermore, California (90,000) ✓ ✓ ✓ ✓ ✓ ✓
City of Long Beach, California
(470,000)
✓
City of Manassas, Virginia (37,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Manassas Park, Virginia
(17,000)
✓ ✓ ✓ ✓ ✓ ✓
City of Mansfield, Texas (70,000) ✓ ✓ ✓ ✓ ✓ ✓
City of McKinney, Texas (181,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Medicine Hat, Alberta (61,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
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Client (Population)
Needs AssessmentGap AnalysisRisk AssessmentRequirements Articulation and GatheringRFP DevelopmentSoftware Evaluation Criteria Software Selection AssistanceContract Negotiation AssistanceImplementation Assistance City of Mercer Island, Washington
(26,000)
✓ ✓ ✓ ✓ ✓ ✓
City of Mesquite, Texas (134,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Midland, Texas (119,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Midvale, Utah (34,000) ✓ ✓ ✓ ✓ ✓ ✓
City of Minot, North Dakota (48,000) ✓
City of Novato, California (52,000) ✓ ✓ ✓ ✓ ✓ ✓
City of Ormond Beach, Florida
(42,000)
✓
City of Pearland, Texas (96,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Philadelphia, Pennsylvania
(1,581,000)
✓ ✓
City of Plano, Texas (287,000) ✓ ✓ ✓
City of Prior Lake, Minnesota (23,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Puyallup, Washington (41,000) ✓ ✓
City of Rapid City, South Dakota
(72,000)
✓ ✓ ✓ ✓
City of Redding, California (92,000) ✓ ✓ ✓ ✓ ✓ ✓
City of Richland, Washington (53,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of San Leandro, California
(90,000)
✓ ✓ ✓ ✓ ✓ ✓
City of Santa Fe, New Mexico (70,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Shoreline, Washington (55,000) ✓ ✓ ✓ ✓ ✓ ✓
City of Simi Valley, California
(126,000)
✓
City of Sioux Falls, South Dakota
(158,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Snoqualmie, Washington
(13,000)
✓ ✓
City of South Jordan, Utah (59,000) ✓ ✓ ✓ ✓ ✓ ✓
DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.33 Michael Schmidt
February 17, 2023 | Page 16
Client (Population)
Needs AssessmentGap AnalysisRisk AssessmentRequirements Articulation and GatheringRFP DevelopmentSoftware Evaluation Criteria Software Selection AssistanceContract Negotiation AssistanceImplementation Assistance City Spokane Valley, Washington
(98,000)
✓ ✓ ✓ ✓ ✓ ✓
City of Sugar Land, Texas (89,000) ✓ ✓ ✓ ✓ ✓
City of Surprise, Arizona (121,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Tampa, Florida (388,000) ✓ ✓ ✓ ✓ ✓ ✓
City of Tucson, Arizona (525,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Waynesboro, Virginia (21,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Weatherford, Texas (31,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
City of West Jordan, Utah (108,000) ✓ ✓ ✓ ✓ ✓
City of Wheat Ridge, Colorado
(31,000)
✓ ✓ ✓ ✓ ✓ ✓
City of Wilmington, North Carolina
(117,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
City of Worcester, Massachusetts
(185,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
Chesterfield County, Virginia
(353,000)
✓ ✓ ✓ ✓ ✓ ✓
Clark County, Washington (488,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
Coconino County, Arizona (140,000) ✓ ✓
Doña Ana County, New Mexico
(218,000)
✓ ✓ ✓ ✓ ✓ ✓
Ellis County, Texas (185,000) ✓ ✓ ✓
Gallatin County, Montana (100,000) ✓ ✓ ✓ ✓ ✓ ✓
Goochland County, Virginia (23,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
Guilford County, North Carolina
(537,000)
✓
Hamilton County, Indiana (338,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
Henrico County, Virginia (325,000) ✓ ✓ ✓ ✓ ✓
Hillsborough County, Florida
(1,234,000)
✓ ✓ ✓ ✓ ✓
DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.34 Michael Schmidt
February 17, 2023 | Page 17
Client (Population)
Needs AssessmentGap AnalysisRisk AssessmentRequirements Articulation and GatheringRFP DevelopmentSoftware Evaluation Criteria Software Selection AssistanceContract Negotiation AssistanceImplementation Assistance Kaua’i County, Hawai’i (72,000) ✓ ✓ ✓ ✓ ✓
Maui County, Hawai’i (167,000) ✓ ✓ ✓ ✓ ✓ ✓
Lafayette Consolidated Government,
Louisiana (242,000)
✓ ✓
Lake County, Illinois (700,000) ✓ ✓ ✓ ✓ ✓ ✓
Laramie County School District One,
Wyoming
✓ ✓ ✓ ✓ ✓ ✓
Louisville/Jefferson County Metro,
Kentucky (740,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
Minnehaha County, South Dakota
(183,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
Mobile County, Alabama (415,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
Monroe County, Florida (74,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
Montgomery County, Pennsylvania
(831,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
Montgomery County Public Schools,
Maryland (1,040,000)
✓
New Kent County, Virginia (18,000) ✓ ✓ ✓ ✓ ✓ ✓
Newport School District, New
Hampshire
(1,000 students)
✓
Outagamie County, Wisconsin
(184,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
Peoria County, Illinois (179,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
Person County, North Carolina
(39,000)
✓
Pitkin County, Colorado (18,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
Powhatan County, Virginia (30,000) ✓ ✓ ✓ ✓ ✓ ✓
Round Rock Independent School
District, Texas (48,000 students)
✓
Saginaw County, Michigan (191,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.35 Michael Schmidt
February 17, 2023 | Page 18
Client (Population)
Needs AssessmentGap AnalysisRisk AssessmentRequirements Articulation and GatheringRFP DevelopmentSoftware Evaluation Criteria Software Selection AssistanceContract Negotiation AssistanceImplementation Assistance Scott County, Iowa (166,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
Scott County, Minnesota (143,000) ✓
St. Clair County Circuit Court, Illinois
(270,000)
✓ ✓ ✓ ✓
Sussex County, Delaware (200,000) ✓ ✓ ✓ ✓ ✓ ✓
Town of Greenwich, Connecticut
(62,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
Town of Herndon, Virginia (22,000) ✓ ✓ ✓ ✓ ✓ ✓
Town of Lisbon, Maine (9,000) ✓
Tri-County Health Department,
Colorado (1,400,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
Village of Downers Grove, Illinois
(49,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
Village of Oak Park, Illinois (52,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
Washington County, Minnesota
(252,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
Washtenaw County, Michigan
(350,000)
✓ ✓ ✓ ✓ ✓ ✓ ✓
Yamhill County, Oregon (107,000) ✓ ✓ ✓ ✓ ✓ ✓ ✓
Broad Systems Familiarity
Table 3, below and on the following pages, describes our experience with ERP software vendors, including those that we have reviewed as part of systems planning engagements and those that clients selected for implementation. Our experience assessing a wide variety of vendors means that we understand the capabilities and limitations of today’s systems.

Table 3: ERP System Vendor Experience
Vendor Experience Summary
ADP
BerryDunn worked with the Town of Greenwich, Connecticut, as it implemented ADP as a replacement for Tyler Munis. In addition, BerryDunn reviewed ADP as part of system selection projects with the City of Boca Raton, Florida; the Tri-County Health Department, Colorado; and the Village of Oak Park, Illinois.

DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.36 Michael Schmidt
February 17, 2023 | Page 19
Vendor Experience Summary
BAI
BerryDunn has reviewed BAI as part of several systems planning projects including for the City of Fredericksburg, Virginia; Powhatan County, Virginia; Goochland County, Virginia; and New Kent County, Virginia.

BS&A
BerryDunn has reviewed BS&A as part of several systems planning projects, including projects with the City of Prior Lake, Minnesota, and Three Rivers Park District, Minnesota.

CentralSquare
(Previously
SunGard Public
Sector and
Superion)
BerryDunn has worked with nearly 30 clients during the planning and implementation phases of replacing their CentralSquare systems and while considering CentralSquare product offerings. Examples of these clients include the Cities of College Station and Pearland, Texas; West Jordan, Utah; Bloomington, Minnesota; and Manassas, Virginia (all CentralSquare clients). We have additional experience with CentralSquare’s IFAS and OneSolution products through numerous recent projects where clients were considering these systems.

CGI, Inc.

BerryDunn has reviewed CGI, Inc. as part of system selection projects with the Louisville/Jefferson County Metro Government, Kentucky, and the City of Independence, Missouri. Our project for the City of Midland, Texas, focused on the City’s use of CGI software.

Harris Computer
(Advanced Utilities,
Systems &
Software, Cayenta,
inHance, Cogsdale,
Innoprise, GEMS)
BerryDunn has evaluated Harris software products such as Advanced Utilities, Systems & Software, Cayenta, inHance, Cogsdale, Innoprise, and GEMS as part of several systems planning projects, including work with the City of Irving, Texas; the City of Santa Fe, New Mexico; and the City of Richland, Washington. In addition, we have helped clients to select complementary systems to interface with Harris products, such as Advanced Utilities. Our project for the City of Irving, Texas included implementation project management for the Systems & Software enQuesta product. Our project for the City of Boca Raton, Florida included implementation project management for the Advanced Utilities solution.

Infor (Lawson and
Infinium)
BerryDunn provided independent quality assurance oversight of the State of New Hampshire’s Lawson ERP system implementation. We also evaluated Lawson as part of our ERP system selection consulting work for the City of Sioux Falls, South Dakota, and Scott County, Iowa. Our software system needs assessment work with the Montgomery County Public Schools in Maryland focused on the use of Lawson, as did the assessment work with Scott County, Minnesota. Our work with the City of Santa Fe, New Mexico; the City of Boca Raton, Florida; and Washington County, Minnesota, included assessing the Infor Infinium solution as part of the system replacement scope. We also have experience with Infor’s enterprise asset management software through several system planning and selection projects.

J.D. Edwards
BerryDunn has evaluated J.D. Edwards as part of several systems planning projects with public-sector clients. We also provided ERP replacement consulting services to Sussex County, Delaware, which was originally a J.D. Edwards client, in addition to Washtenaw County, Michigan; the City of Santa Fe, New Mexico; and the City of Independence, Missouri. Our project with the City of Fort Collins, Colorado, focused specifically on business process review related to the City’s use of the EnterpriseOne solution.

Keystone
Information
Systems
BerryDunn has reviewed Keystone’s software product for the Town of Christiansburg, Virginia; Powhatan County, Virginia; and the Cities of Manassas and Waynesboro, Virginia.

Kronos (TeleStaff BerryDunn provided project management services to the City of Santa Fe, New DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.37 Michael Schmidt
February 17, 2023 | Page 20
Vendor Experience Summary
and Workforce
Central/Dimensions)
Now part of Ultimate
Kronos Group (UKG)
Mexico, as it implemented both TeleStaff and Workforce Central. BerryDunn has also reviewed Kronos as part of numerous systems assessment and planning projects.

Microsoft Dynamics
(Formerly Great
Plains)
BerryDunn assisted the Tampa Port Authority with selecting Microsoft Dynamics for its ERP system. Additionally, our work with the Town of Christiansburg, Virginia, included assessing Microsoft Dynamics as part of its system replacement scope.

NeoGov (NeoGov
and Highline)
BerryDunn has reviewed NeoGov as part of numerous systems assessment and planning projects, including both through the proposals process as well as planning for interfaces with new software systems through the software planning process. We have provided implementation oversight services to Washington and Carver Counties, Minnesota, during each entity’s implementation work effort.

Oracle’s E-Business
Suite/Fusion Cloud
BerryDunn’s experience includes a system selection project for Arlington Public Schools, Virginia and most recently the City of Boca Raton, Florida and Berks County, Pennsylvania, who selected the Oracle Cloud Fusion solution. Our work with the Montgomery County Public Schools in Maryland consisted of an upgrade assessment of Oracle for financial modules, and our current work with the Louisville/Jefferson County Metro Government includes an assessment of its use of a legacy Oracle E-Business solution. In addition, we have helped clients to select complementary systems to interface with Oracle’s E-Business Suite.

Pentamation
BerryDunn worked with the City of Fairfax, Virginia, to identify opportunities for improving business processes in conjunction with the City’s planned upgrade of Pentamation. As part of the project, BerryDunn team members received training on the software and gained significant understanding of its features and functionalities.

BerryDunn has also reviewed Pentamation as part of numerous systems assessment and planning projects.

Performance,
Formerly KPMG
(Harris)
BerryDunn has reviewed Harris products as part of our work for Sussex County, Delaware. BerryDunn provided ERP consulting services to the City of Mesquite, Texas related to the replacement of its Performance system.

PeopleSoft
BerryDunn has reviewed PeopleSoft as part of our work with the State of Vermont, which resulted in the selection of PeopleSoft. We also provided independent verification and validation services of Massachusetts’s PeopleSoft Human Resources system upgrade and most recently worked with the Louisville/Jefferson County Metro Government, Kentucky, to lead them through a system replacement project for their existing PeopleSoft HCM environment. We also assisted the City of Glendale, Arizona, with a system replacement project for its existing PeopleSoft HCM and supply chain management environment and served in the role of implementation project manager.

Sage BerryDunn evaluated Sage as part of systems planning work with the Tampa Port Authority, Florida and Pitkin County, Colorado, where we provided project oversight.

SAP
BerryDunn conducted a project for the City of Toledo, Ohio, which involved evaluating the City’s current environment, developing requirements, and providing recommendations related to the upgrade of its existing SAP software or replacement with another commercial system. The City chose to upgrade its existing software.

BerryDunn has reviewed PeopleSoft products including ByDesign, SuccessFactors, and S/4 HANA, as part of several systems planning projects, including with the City of Irving, Texas, the City of Gahanna, Ohio; and Pitkin County, Colorado.

DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.38 Michael Schmidt
February 17, 2023 | Page 21
Vendor Experience Summary
Tyler Technologies
(Munis, New World,
Eden, Incode
Products)
BerryDunn has evaluated Tyler’s software products, such as Munis, New World, Incode, and Eden, as part of numerous systems planning projects, including work with the Cities of Irving, Pearland, Mesquite, and Weatherford, Texas; the Village of Downers Grove, Illinois; Washtenaw and Saginaw Counties, Michigan; and Goochland County and the Town of Christiansburg, Virginia.

We have also evaluated Tyler’s Incode software as part of a financial system selection project for the City of La Vista, Nebraska, and provided project management services for Minnehaha County, South Dakota, as the County implemented Incode for tax collections. We have evaluated clients’ use of the Tyler Technologies Eden product as part of systems planning and replacement projects on several occasions, including work with Pitkin County, Colorado; Gallatin County, Montana; and the Village of Downers Grove, Illinois.

Ultimate Software
Now part of UKG
BerryDunn has evaluated Ultimate Software’s software as part of several systems planning projects, including the City of Broken Arrow, Oklahoma; the City of Edina, Minnesota; Saginaw County, Michigan; and Washington County, Minnesota. Other software providers also propose UKG which has resulted in clients selecting UKG.

Workday
BerryDunn has evaluated Workday’s software as part of several systems planning projects, including the City of Boca Raton, Florida; Louisville/Jefferson County Metro Government, Kentucky; Monroe County, Florida; Berks County, Pennsylvania; the City of Santa Fe, New Mexico; Pitkin County, Colorado; Washtenaw County, Michigan; and Washington County, Minnesota. We have also held recurring outreach sessions with Workday to keep abreast of product developments, product and company direction, as well as trends and challenges observed by Workday on implementation projects. A BerryDunn team is now leading the management of a Workday implementation for the Louisville/Jefferson County Metro Government.

DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.39 Michael Schmidt
February 17, 2023 | Page 22
Modules Familiarity
Our knowledge of today’s systems is not only broad in terms of the number of vendors we have evaluated; our team also has a significant depth of expertise in assessing the full suite of modules offered by these vendors, as depicted below.

The City will be pleased to notice that we have experience with all in-scope modules, thereby helping ensure a thorough and insightful process.

Accounting
Accounts Payable/
Receivable
Applicant Tracking
Benefits
Billing and
Collections
Budgeting
Building Permits
and Licenses
Business
Intelligence
Cash Receipts
Certificates and
Training
Check
Reconciliation
Code Enforcement
Computer-Aided
Dispatch
Computer Assisted
Mass Appraisal
Contract
Management
Credit Card
Functionality
Customer Billing
Customer-Facing
Web Interface
Customer
Information
Management
Debt Service
Management
Document
Management
Employee
Timecard
Facilities
Management
Finance
Fire Records
Management
Fixed/Capital Asset
Management
Fleet Management
General Ledger
Geographic
Information System
(GIS)
Grant Management
and Administration
Human Resources
Inspections
Inventory
Management
Land Management
Learning
Management
Miscellaneous
Billing
Municipal Court
Occupational
Licensing
Payment Card
Processing
Payroll
Pension
Management
Permitting
Personal Property
Assessment
Personnel
Planning and
Engineering
Plan Review
Point of Sale
Procurement
Project Accounting
Purchasing
Real Estate
Assessment
Recruiting
Request for
Service/Customer
Relationship
Management
Revenue
Collections
Special
Assessments
Tax Billing and
Collections
Time Entry
Treasury
Management
Utility Management
and Billing
Work Orders
DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.40 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23)
EXHIBIT B: 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.

DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.41 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23)
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 $5,000,000 per occurrence or claim, $5,000,000 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
DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.42 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23)
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. • 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.

DocuSign Envelope ID: 49D7977E-2763-4F06-8004-10D9539CA04B

18.43 City of Santa Cruz Professional Services Agreement for RFP Services for ERP/UB February 2023 (Form Rev.01/23)
D. 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).

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: 49D7977E-2763-4F06-8004-10D9539CA04B

18.44 City of Santa Cruz Cooperative Purchase Agreement

Page 1 ends

Santa Cruz City CouncilDecember 10, 2024

Santa Cruz City Council
December 10, 2024