Santa Cruz City Council
April 22, 2025

CITY COUNCIL AGENDA
Regular Meeting - April 22, 2025
11:30 A.M. CLOSED SESSION, ZOOM/COURTYARD CONFERENCE ROOM 12:30 P.M. ORAL COMMUNICATIONS, CONSENT, CONSENT PUBLIC HEARINGS,

GENERAL BUSINESS AND PUBLIC HEARINGS, ZOOM/COUNCIL CHAMBERS The meeting may be viewed remotely, using any of the following sources:
 Click on Zoom link (no time delay): https://zoom.us/j/94684401344  Online at http://www.cityofsantacruz.com/government/city-council/council-meetings  Online at Watch – Community Television of Santa Cruz County  Comcast Channel 25
Or: Call any of the numbers below. If one is busy, try the next one.  1-833-548-0276 (Toll Free)
 1-833-548-0282 (Toll Free)
 1-877-853-5247 (Toll Free)
 1-669-900-9128
 Enter the meeting ID number: 946 8440 1344
 When prompted for a Participant ID, press #.
 Press *9 on your phone to “raise your hand” when the Mayor calls for public comment.  It will be your turn to speak when the Mayor calls on you. Press *6 to unmute yourself. The timer will then be set.

Correspondence to be included in the agenda packet must be received by 5:00 pm on Monday, April 21st
PLEASE NOTE:
 Council may take a break(s) as needed.
 Requests for extra speaking time on items other than Oral Communications must be made by 5:00 p.m. on Sunday, April 20th by emailing the Mayor and the City Clerk.

Approval will be confirmed via email.
[email protected] [email protected]
April 22, 2025 City Council 2
The City of Santa Cruz does not discriminate against persons with disabilities. Out of consideration for people with chemical sensitivities we ask that you attend fragrance free. Upon request, the agenda can be provided in a format to accommodate special needs. Additionally, if you wish to attend this public meeting and will require assistance such as an interpreter for American Sign Language, Spanish, or other special equipment, please call the City Clerk’s Department at 420-5030 at least five days in advance so that we can arrange for such special assistance, or email [email protected]. The CalRelay system number: 1-800-735-2922.

Si desea asistir a esta reunión pública y necesita ayuda - como un intérprete de lenguaje de señas americano, español u otro equipo especial - favor de llamar al Departamento de la Secretaría de la Ciudad al 420-5030 al menos cinco días antes para que podamos coordinar dicha asistencia especial o envié un correo electrónico a [email protected]. El número del sistema Cal-Relay es: 1-800-735-2922.

Agenda and Agenda Packet Materials: The City Council agenda and the complete agenda packet containing public records, which are not exempt from disclosure pursuant to the California Public Records Act, are available for review on the City’s website:
www.cityofsantacruz.com/government/city-council-meetings and at the Office of the City Clerk located at 809 Center Street, Room 8, Santa Cruz, California, during normal business hours.

Agenda Materials Submitted after Publication of the Agenda Packet: Pursuant to Government Code §54957.5, public records related to an open session agenda item submitted after distribution of the agenda packet are available at the same time they are distributed or made available to the legislative body on the City’s website at: www.cityofsantacruz.com/government/city-councilmeetings and are also available for public inspection at the Office of the City Clerk, 809 Center Street Room 8, Santa Cruz, California, during normal business hours, and at the Council meeting.

Need more information? Contact the City Clerk’s office at 831-420-5030.

April 22, 2025 City Council 3
Closed Session
11:30 AM
Statements of Disqualification
Closed Session

1. Conference with Legal Counsel – Liability Claims (Government Code §54956.95)
1) Claimant: Michael Nation
2) Claimant: Marsha Joan O’Brien
3) Claimant: David Shuman and Becky Butler
4) Claimant: Steven Ross Kotecki
5) Claimant: Andrea R. Greenspan
Claim against the City of Santa Cruz

2. Conference with Labor Negotiators (Government Code §54957.6) SEIU Temporary Employees
SEIU Service Employees
Mid Managers, OE3
Supervisors, OE3
Fire Management
Fire, IAFF
Police Management
Police Officers Association
Executives
City Negotiator - Sara De Leon
April 22, 2025 City Council 4
City Council
12:30 PM
Call to Order
Roll Call
Oral Communications Announcement – Members of the public may address Council on matters not on the agenda, but within the jurisdiction of the Council. 30 minutes is allocated for Oral Communications. No extra time for groups will be granted.

Oral Communications
Presentations

3. Mayoral Proclamation Declaring May, 2025, as Affordable Housing Month

4. Mayoral Proclamation Declaring the Week of May 4, 2025 as Professional Municipal Clerk Week

5. Mayoral Proclamation Declaring May 5, 2025, as London Nelson Day

6. 2024 Commission for the Prevention of Violence Against Women and Santa Cruz Police Department Joint Annual Report
Presiding Officer's Announcements
Statements of Disqualification
Additions and Deletions
City Attorney Report on Closed Session
April 22, 2025 City Council 5
Council Meeting Calendar

7. The City Council will review the meeting calendar attached to the agenda and revise it as necessary.

Consent Agenda

8. Resolution Extending the Emergency Declaration in Connection with the December 2024 Municipal Wharf Emergency (CA/CM)
LOCATION: District 4
Motion to adopt a resolution extending by sixty days the Local Emergency Declaration in connection with the December 2024 Municipal Wharf emergency.

9. Minutes of the March 25, 2025 City Council Meeting (CC) LOCATION: None
Motion to approve as submitted.

10. Amendment of the City’s Conflict of Interest Code (CC) LOCATION: Citywide
Motion to adopt a resolution amending the current Conflict of Interest Code and rescinding all resolutions related to prior versions, including Resolution No. NS-30,364.

11. California Volunteers Youth Service Corps Grant (CM) LOCATION: Citywide
Motion to:
1) Adopt a resolution authorizing the City Manager to apply for, accept and execute agreements for the California Volunteers
#CaliforniansForAll Youth Service Corps grant; and
2) Adopt a resolution amending the FY 2025 budget to appropriate $1,998,776 of funds into a project for the Monterey Bay Green Youth Service Corps.

April 22, 2025 City Council 6
Consent Agenda (continued)

12. Approval to Join the Declaration of Support for the Blue City Network (CM)
LOCATION: Citywide
Motion to approve the inclusion of the City of Santa Cruz as an endorsing city on the Declaration of Support from Certified Blue Cities of California.

13. Severe Weather Shelter Program (CM)
LOCATION: Citywide
Motion to approve a Memorandum of Understanding with the County of Santa Cruz for $140,000 to support the operation of a Severe Weather Shelter Program from December 1, 2024, through March 31, 2025.

14. State Permanent Local Housing Allocation (PLHA) Commitment to the Downtown Library Affordable Housing Project (EDH)
LOCATION: District 4
Motion to:
1) Adopt a resolution to commit funding from the California State Department of Housing and Community Development (“HCD”) Permanent Local Housing Allocation (PLHA) Program in an amount of $679,800 for Downtown Library Affordable Housing Project (DLAHP), an eligible affordable housing project; and
2) Authorize the City Manager, designee, or the Economic Development and Housing Director to execute related PLHA documents; and 3) Authorize staff from the Economic Development and Housing Department to submit the request for funds.

April 22, 2025 City Council 7
Consent Agenda (continued)

15. Coastal Conservancy Resilience Grant Program for the Santa Cruz Wharf Resilience Upgrades and Improvements Project (EDH) LOCATION: District 4
Motion to adopt a resolution amending the Fiscal Year 2025 budget to appropriate funds, in the amount of $1,766,000, to the Wharf Resilience Improvements Project (c512501).

16. Resolution to Accept and Appropriate the Award from the State Affordable Housing Sustainable Communities (AHSC) Program for the Downtown Library and Affordable Housing Project (EDH)
LOCATION: District 4
Motion to:
1) Adopt a resolution authorizing the City of Santa Cruz to execute the loan and grant documents and appropriate the grant award for the Downtown Library and Affordable Housing Project; and
2) Authorize the City Manager, or the Economic Development and Housing Director, to accept, and appropriate grant funds from the California Strategic Growth Council (SGC), as awarded, through the Round 7 State Affordable Housing and Sustainable Communities Grant Program (AHSC); and,
3) Direct the City Manager or the Economic Development and Housing Director to negotiate, execute, enter into, and deliver any necessary contracts, agreements, documents, amendments, in a form to be approved by the City Attorney for the Downtown Library Affordable Housing Project, AHSC Grant and Loan awarded funds; and take any other actions necessary to implement the AHSC funded project(s), in an aggregate amount not to exceed the grant award of $33,502,820.

April 22, 2025 City Council 8
Consent Agenda (continued)

17. Fire Consolidation Feasibility Study Memorandum of Understanding (MOU) between the City of Santa Cruz, Scotts Valley Fire Protection District, Central Fire District of Santa Cruz, and Santa Cruz Local Agency Formation Commission (FD)
LOCATION: Citywide
Motion to approve a resolution authorizing and directing the City Manager to execute the Fire Consolidation Feasibility Study Memorandum of Understanding (MOU) between the City of Santa Cruz, Scotts Valley Fire Protection District, Central Fire District of Santa Cruz, and Santa Cruz Local Agency Formation Commission.

18. Liability Claims Filed Against the City of Santa Cruz (FN) LOCATION: None
Motion to reject the liability claims of 1) Michael Nation 2) Marsha Joan O’Brien, 3) David Shuman and Becky Butler, 4) Steven Ross Kotecki, and 5) Andrea R. Greenspan based on staff recommendation.

19. 2025 Parking Revenue Bonds for Public Parking Project as part of the Downtown Library Mixed Use Project (FN/PW/EDH)
LOCATION: District 4
Motion to adopt a resolution authorizing the issuance and sale of Parking Revenue Bonds to provide financing for a public parking garage in downtown Santa Cruz, authorizing the execution and delivery of a related Indenture of Trust, Official Statement and Bond Purchase Agreement, and approving related documents and actions.

April 22, 2025 City Council 9
Consent Agenda (continued)

20. Award Third-Party Administrator Contract for Workers’ Compensation Administration Services (HR)
LOCATION: Citywide
Motion to:
1) Award a contract to Sedgwick Claims Management Services, Inc. as the Third-Party Administrator of the City’s Workers’ Compensation program in the amount of $875,687.00:
2) Authorize the City Manager to execute an agreement in a form approved by the City Attorney: and
3) Authorize the Human Resources Director to execute amendments within the approved project budget.

21. Authorize the Purchase of Three Replacement Ford Explorer Police Interceptor Vehicles with Police Public Safety Impact Fee Funds (PD/PW)
LOCATION: Citywide
Motion to:
1) Adopt a resolution amending the FY 2025 General Fund budget to purchase three Police patrol vehicles from the Public Safety Impact Fee Fund in the amount of $183,428.58; and
2) Direct staff to proceed with the purchase through a cooperative purchasing agreement with the National Auto Fleet Group (Watsonville Ford, Watsonville, CA).

April 22, 2025 City Council 10
Consent Agenda (continued)

22. Santa Cruz Wharf Interim Repairs and Recovery (PR)
LOCATION: District 4
Motion to:
1) Approve Council ad-hoc subcommittee’s recommended alternative #5 to perform near-term Wharf restoration, and award a contract to Moffat and Nichol Engineering in an amount not to exceed $100,000.

Moffat and Nichol to develop plans and specifications;
2) Direct staff to move forward with solicitation of bids to implement near term Wharf restoration consistent with alternative #5 which would restore the damaged end of the Wharf to bent 171; 3) If sufficient funding from CalOES continues to be confirmed, authorize the City Manager to award bid to lowest responsive and responsible bidder and execute contract for Wharf restoration construction in a form approved by the City Attorney;
4) Authorize the Parks and Recreation Director to execute change orders within the approved project budget; and
5) Approve of the CEQA determination contained in this agenda report, including the application of the following statutory and categorical exemptions: Public Resources Code Section 21080, subd. (b)(2) relating to emergency repairs to public service facilities necessary to maintain service; CEQA Guidelines Section 15301 (Existing Facilities); Section 15302 (Replacement or Reconstruction); and Section 15303 (New Construction or Conversion of New Structures).

23. Sister Cities Regular Meetings Time Changes to Committee Bylaws (PR) LOCATION: Citywide
Motion to approve an amendment of the Sister Cities Committee bylaws that will change the regular meeting start time from 7:00 pm to 6:00 pm.

April 22, 2025 City Council 11
Consent Agenda (continued)

24. Award Contract for Grant Park Playground (PR)
LOCATION: District 1
Motion to:
1) Award the Grant Park Playground equipment contract to Landscape Structures, Inc. (Delano, MN) in the amount of $288,991.47; 2) Authorize the City Manager to execute the contract in a form approved by the City Attorney.
3) Authorize the Parks and Recreation Director to execute change orders with the approved project budget; and
4) Approve of the CEQA analysis contained in this agenda report, including the application of CEQA Guidelines Section 15061 (Common Sense Exemption) and the following categorical exemptions: CEQA Guidelines Section 15301, (Existing Facilities); Section 15302 (Replacement or Reconstruction); Section 15303 (New Construction or Conversion of New Structures); and Section 15304 (Minor Alterations of Land).

25. Outside Repair Services to Citywide Assets – Budget Adjustment (PW) LOCATION: Citywide
Motion to:
1) Adopt a resolution to amend the FY 2025 budget to appropriate funds in the amount of 40,000 from the Mechanical Maintenance Fund for outside repairs to Citywide fleet assets and;
2) Authorize the Public Works Director to approve a change order with TEC Equipment (Los Angeles, CA) in the amount of 40,000 for outside repairs to Citywide fleet assets.

April 22, 2025 City Council 12
Consent Agenda (continued)

26. California Street Striping and Signage Improvement (PW) LOCATION: District 4
Motion to:
1) Approve the design and installation of updated traffic striping and signage as part of the 2024 Pavement Rehabilitation Project (c400809) on California Street from Walnut Avenue to Laurel Street; 2) Adopt a resolution to approve the plans for the California Street Striping and Signage Improvements pursuant to Government Code Section 830.6; and
3) Find the project Categorical Exempt under CEQA Guidelines 14 CCR Section 15301(c).

27. Boiler Control System Replacement Project (m409659) – Notice of Completion (PW)
LOCATION: District 3
Motion to accept the work of RF MacDonald Co. (Hayward, CA) as completed per plans and specifications and authorize the filing of the Notice of Completion for the Boiler Control System Replacement Project (m409659) and authorizing the Public Works Director to sign the Notice of Completion as the Owner’s Authorized Agent.

28. Wastewater Treatment Facility Digester 1 Cleaning (c401607) – Notice of Completion (PW)
LOCATION: District 3
Motion to accept the work of Ecology Parts, Inc. (Cerritos, CA) as completed per plans and specifications and authorize the filing of the Notice of Completion for the Wastewater Treatment Facility Digester 1 Cleaning (c401607) and authorizing the Public Works Director to sign the Notice of Completion as the Owner’s Authorized Agent.

April 22, 2025 City Council 13
Consent Agenda (continued)

29. Traffic Calming Pilot Program (c402404): Poplar, Seabright and Western Plan Approval, Environmental Determination: Categorical Exemption 14 CCR 15301(c) (PW)
LOCATION: Districts 1, 2, and 6
Motion to:
1) Approve the project plans and specifications for the 2025 Traffic Calming Pilot Program (c402404) and authorize staff to bid and award the contract;
2) Adopt a resolution to approve the plans and specifications for the 2025 Traffic Calming Pilot Program pursuant to Government Code Section 830.6; and
3) Find the Improvements Categorical Exempt under CEQA Guidelines 14 CCR section 15301(c).

End Consent Agenda
Consent Public Hearings

30. Implementation of Convenience/Service Fees on Credit Card Payments (FN)
LOCATION: Citywide
Motion to adopt a resolution confirming credit card service fees (convenience fees) of 3.0% on eligible transactions as included in the FY 2025 Adopted Operating Budget, establishing and recovering credit card service charges, including setting limits on specific card payment types, and rescinding Resolution No. NS-29,399.

31. Resolution Reinstating an Approved Slope Variation for a Previously Approved Project at 1930 Ocean Street Extension and Rescinding Resolution No. NS 29,654 (PL)
LOCATION: District 5
Motion to adopt a resolution acknowledging the previously certified environmental impact report and rescinding Resolution No. NS-29,654.

April 22, 2025 City Council 14
Consent Public Hearings (continued)

32. Tax Equity and Fiscal Responsibility (TEFRA) Hearing and Resolution regarding Conduit Financing for the Downtown Library Affordable Housing Project (EDH)
LOCATION: District 4
Conduct the public hearing under the requirements of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the Internal Revenue Code of 1986, as amended (the “Code”).

Motion to adopt a resolution approving the issuance of tax-exempt multifamily housing revenue bonds in an amount not to exceed $70,000,000 (the “Bonds”), by the California Municipal Finance Authority (“CMFA”) for the benefit of Eden Housing, Inc., a California nonprofit public benefit corporation (the “Sponsor”), on behalf of DTLMU Investors, L.P., a California limited partnership, or another ownership entity created by Eden DTLMU, LLC, a California limited liability company, its managing general partner, or by another affiliate of the Sponsor (such limited partnership or other ownership entity, the “Borrower”), to provide for the financing of the above-referenced project, such adoption to be solely for the purposes of satisfying the requirements of TEFRA, the Code and California Government Code Section 6500.

April 22, 2025 City Council 15
General Business

33. Receipt of AB 481 Annual Military Equipment Report, Renewal of SCMC Chapter 9.90, and Policy Update Pertaining to AB 481 Military Equipment (PD)
LOCATION: Citywide
Motion to:
1) Receive the Santa Cruz Police Department’s (SCPD) Annual Military Equipment Report;
2) Adopt a resolution renewing Santa Cruz Municipal Code (SCMC) Chapter 9.90 pertaining to Assembly Bill (AB) 481 Military Equipment; and
3) Introduce for publication an ordinance amending City of Santa Cruz Municipal Code (“SCMC”) Chapter 9.90 “AB 481 Military Equipment Use,” adopting an amended Military Equipment Use Policy (Policy) and, incorporating the addition of section 705.10 Use in Exigent Circumstances, and amended inventory of military equipment as defined by Assembly Bill 481.

April 22, 2025 City Council 16
General Business (continued)

34. Bay Corridor Design Concept – California Street to High Street and Environmental Determination: Categorical Exemption: 14 CCR § 15301 (PW)
LOCATION: Districts 3, 4, 5, and 6.

Motion to:
1) Approve the recommended Design Alternative of separated bidirectional bike lanes for the Bay Corridor between California Street and High Street;
2) Authorize the City Manager to negotiate and execute a Cooperative Agreement for Local Improvements Agreement with Caltrans in a form approved by the City Attorney;
3) Direct the City Manager, or designee, to negotiate with Santa Cruz City Schools to acquire property at Bayview Elementary School (APN 004-441-24) for the project in accordance with Administrative Procedure Order 28; and
4) Approve the CEQA analysis contained in the agenda report, including the applicability of the following CEQA exemptions: Pub. Res. Code § 21080.25(b)(1) (pedestrian and bicycle facilities that improve safety, access, or mobility); Class 1 (Existing Facilities) categorical exemption (14 CCR § 15301); Class 4 (Minor Alterations) categorical exemption (14 CCR § 15304); and Common Sense Exemption (14 CCR § 15061).

April 22, 2025 City Council 17
General Business

35. Economic Development Strategy Update and Recommendations; First Reading of Vibrancy Ordinance (EDH/CN)
LOCATION: Citywide
Motion to:
1) Accept the Economic Development Strategy Update regarding downtown actions and direct staff to move forward on the additional recommended actions;
2) Authorize the City Manager, or designee, to enter into temporary café license agreements to permit outdoor dining areas in nearby alleyways adjacent to business establishments;
3) Authorize the creation of the Movie Theater Retention Incentive pilot program;
4) Adopt a resolution amending the FY 2025 budget to appropriate funds in the amount of $100,000 from the Economic Development Trust Fund for the 12-month Movie Theater Retention Pilot Program and 12- month Vacant Storefront Window Covering Pilot Program;
5) Introduce for publication an ordinance adding Chapter 5.84, “Vibrancy Ordinance”, to the Santa Cruz Municipal Code; and 6) Approve the CEQA determination in this agenda report. More specifically, the proposed Council actions are not a “project” under CEQA. But if deemed a CEQA “project” the following exemptions apply: CEQA Guidelines Section 15307 (maintenance/enhancement of a natural resource); Section 15308 (maintenance/enhancement of the environment); Section 15301 (existing facility); and Section 15061(b)(3) (common sense exemption).

April 22, 2025 City Council 18
Public Hearings

36. 2025-2030 Consolidated Plan, 2025 Program Year (PY) Annual Action Plan (AAP), 2021 PY AAP Amendment, and Community Participation Plan Amendment (EDH)
LOCATION: Citywide
Motion to:
1) Make initial funding recommendations for the 2025-2026 U.S.

Department of Housing and Urban Development (HUD) Annual Action Plan for both Community Development Block Grant (CDBG) and HOME Investment Partnership Program (HOME) as part of the 2025-2030 Consolidated Plan and approve the California Environmental Quality Act (CEQA) determination contained in this agenda report. The Council’s action is exempt from CEQA review under (1) Class 1 Categorical Exemption (14 CCR 15301) for existing facilities, and (2) Common Sense exemption (14 CCR 15061);
2) Amend the Community Participation Plan (CPP) to reflect general changes to be in line with HUD policies and procedures, standardize legal ad noticing requirements, and other assorted changes; 3) Publish and make available for public review the “Gateway to the Pacific Neighborhood Revitalization Strategy Area (NRSA) Plan” and the “City of Santa Cruz Housing Element Assessment of Fair Housing (AFH) and the Consolidated Plan Memo”; and
4) Publish and make available for public review a substantial amendment to the 2024-2025 Annual Action Plan to reallocate $276,000 in HOME funds from the Downtown Library and Affordable Housing Project to a Future 100% Affordable Housing Project.

April 22, 2025 City Council 19
Public Hearings (continued)

37. Public Safety Impact Fee Nexus Study and Proposed Fees Update (FD/PD)
LOCATION: Citywide
Motion to:
1) Adopt a resolution approving the 2025 Public Safety Development Impact Fee Nexus Study and a new Public Safety Impact Fee Schedule for new residential and non-residential development at 80 percent of the proposed maximum allowable fee;
2) Introduce for publication an ordinance amending City of Santa Cruz Municipal Code Chapter 18.49 “Public Safety Impact Fees,” modifying section 18.49.050 Exemptions; and
3) Direct staff to assess full cost recovery (maximum allowable development impact fee) of the public safety impact fees within one year from final adoption of the ordinance and report back if necessary.

Adjournment
April 22, 2025 City Council 20

INFORMATION ITEMS PREVIOUSLY DISTRIBUTED TO CITY COUNCILMEMBERS ADDENDUM TO CITY COUNCIL AGENDA - APRIL 22, 2025

38. City Clerk: 2024 Advisory Body Attendance Reports - 3/20/2025 (CCFYI 222)

39. City Manager: Quarterly Grant Report – Fiscal Year 2025 as of December 31, 2024 - 3/21/25 (CMFYI 270)

MAYOR'S PROCLAMATIONS
ADDENDUM TO CITY COUNCIL AGENDA - APRIL 22, 2025

40. Mark Sambrailo Day
Proclaiming March 19, 2025 as “Mark Sambrailo Day” and encouraging all citizens to join in congratulating him as the recipient of the 2025 Al Smith Friend of Agriculture Award for his contributions to local agriculture.

41. Procurement Month
Proclaiming the month of March 2025 as “Procurement Month.”

42. Eid-Al-Fitr Day
Proclaiming March 30, 2025 as “Eid-Al-Fitr Day” and encouraging all citizens to join in extending warm wishes to all who celebrate this sacred occasion and to learn about and honor the diverse traditions that make our community vibrant and strong.

43. Arts, Culture, and Creativity Month
Proclaiming the month of April 2025 as “Arts, Culture, and Creativity Month” and encouraging all citizens to support the arts and join in the celebration.

April 22, 2025 City Council 21
Advisory Body Appointments
The following positions are either currently vacant or the terms are due to expire.

Council will make appointments at a future meeting.

Board of Building and Fire Appeals One opening – 4-year term, at-large nomination.

County Latino Affairs Commission One opening – 4-year term, at-large nomination.

Enhanced Infrastructure Financing
District Public Financing Authority
Two openings – 4-year term, at-large
nomination
Historic Preservation Commission Two openings – One 4-year term to be appointed by Vice Mayor KalantariJohnson, and one 2-year term to be appointed by Mayor Keeley.

Public Hearing
If, in the future, you wish to challenge in court any of the matters on this agenda for which a public hearing is to be conducted, you may be limited to raising only those issues which you (or someone else) raised orally at the public hearing or in written correspondence received by the City at or before the hearing.

Any person seeking to challenge a City Council decision made as a result of a proceeding in which, by law, a hearing is required to be given, evidence is required to be taken, and the discretion in the determination of facts is vested in the City Council, shall be required to commence that action either 60 days or 90 days following the date on which the decision becomes final as provided in Code of Civil Procedure Section 1094.6 Please refer to code of Civil Procedure 1094.6 to determine how to calculate when a decision becomes “final.” The 60-day rule applies to all public hearings conducted pursuant to the City’s Zoning Ordinance, Title 24, Santa Cruz Municipal Code. The 90-day rule applies to all other public hearings.

Freedom House Project Launch
May 1 @ 10:00 AM - View Event st
Santa Cruz Housing Cruise
May 3 @ 9:30AM - View Event rd
March to End Homelessness
May 4 @ 10:00 AM - View Event th
Beyond The Bridge
May 7 @ 5:30 PM - View Event
th
First Time Home Buyers' Forum
May 8 @ 6:00 PM - View Event th

Natural Bridges Apartments Grand Opening
May 9 @ 11:00 AM - View Event th
Affordable Housing Month ‘25 Keynote Event
May 10 @ 4:00 PM - View Event
th
Nowhere To Go, But Still Here: A Data-Driven
Look at Displacement and Homelessness
in Santa Cruz County
May 13 @ 6:00 PM - View Event th
211 Website Tour (Virtual Event)
May 14 @ 10:00 AM - View Event th
Landlord Appreciation
May 14 @ 5:30 PM - View Event th
Hello ADU
May 15 @ 6:30 PM - View Event th
Una Conversacion con Lideres Comunitarios /
A Conversation with Community Leaders
May 16 @ 6:00 PM - View Event th
Sip & Shop
May 20 @ 4:00 PM - View Event th
Faith-Based Organizations & Land Developers
May 21 @ 10:00 AM - View Event st
YIMBY Social
May 22 @ 5:30 PM - View Event nd
Cienega Heights Grand Opening
May 23 @ 11:00 AM - View Event rd
WUI Research for Resilience: Exploring the Social
and Environmental Dynamics of the Housing
Crisis in Santa Cruz County
May 24 @ 1:30 PM - View Event th
Affordable Housing: What It Is &
How to Get It (Virtual Event)
May 27 @ 6:00 PM - View Event th
The County of Santa Cruz Housing for Health
Partnership & Continuum of Care Community
Meeting
May 28 @ 1:00 PM - View Event th
Celebrating 20 years of the SCCAR Housing
Foundation
May 28 @ 3:00 PM - View Event th
Virtual recordings available ALL month:

Affordable Housing Finance 101 - View Class
Housing Choice Voucher Program - View Webinar

AFFORDABLE HOUSING MONTH - MAY 2025
For more information on Affordable Housing Month, visit:
www.cityofsantacruz.com/affordablehousingmonth
Schedule of Events-events are subject to change, check “View Event” links for details

3.1 London Nelson Week
The MAH and London Nelson Legacy Initiative will be honoring and celebrating the life of London Nelson on May 5th - May 17th, 2025.

Proclamati clamation at Evergreen ShrineKeeper : Premiere Opening of History Gallery Santa Cruz History Fair
Saturday May 17 @ 12-4pm
Watsonville Buddhist Temple Gym
Friday May 9 @ 12-6pm
Santa Cruz Museum of Art & History
Thursday May 8 @ 8pm
Del Mar Theater
Monday May 5 @ 1pm
Evergreen Cemetery

5.1 The 2024 Annual Report & Joint Report on Sexual Assault Presented by the Commission for the
Prevention of Violence Against Women
&
The Santa Cruz Police Department
Approved on April 2, 2025

6.1 Dear Mayor Keeley and Esteemed Council Members,
On behalf of the Santa Cruz City Commission for the Prevention of Violence Against Women (CPVAW) and the Santa Cruz Police Department (SCPD), we are pleased to present the 2024 Joint Annual Report on Sexual Assault and Domestic Violence. This report represents a collaboration between CPVAW and the SCPD, aimed at addressing sexual assault and domestic violence against women in our community.

Purpose and Impact: We are confident that this report serves as a resource for community education and the activation of initiatives to reinforce safety measures and prevent violence against women. Through our unified endeavors, CPVAW and the SCPD are steadfast in our commitment to safeguarding the well-being of our residents and nurturing a secure environment for all.

Progress and Challenges: This report also serves as a vital compass for mobilizing initiatives to combat violence against women, which is at the core of CPVAW's mission. Our collaborative efforts are dedicated to ensuring the safety and welfare of every resident while upholding the dignity and rights of all individuals.

Ongoing Initiatives:
• SCPD remains committed and dedicated to conducting thorough, timely, and professional investigations, ensuring justice for survivors.
• CPVAW will persist in collaborating with educational and preventative programs, fostering awareness and prevention.
• Both entities will closely collaborate during critical events, emphasizing outreach and support.

Together, we are resolutely committed to eradicating sexual assaults and domestic violence in Santa Cruz. Our dedication extends to fostering community engagement and supporting programs and initiatives aimed at preventing violence against women. We sincerely thank you for your unwavering support in our shared endeavor to create a safer environment for all members of our community.

CPVAW and the SCPD stand committed to nurturing a culture of safety and support, enriching the lives of each resident we serve. Our commitment to delivering the highest level of service remains unwavering. Together, we strive to eliminate sexual assault and domestic violence through collaboration, community engagement, and effective solutions.

Respectfully submitted on behalf of CPVAW and the SCPD, Karen Madura Danielle Long Bernie Escalante
2025 Chair CPVAW 2024 Chair CPVAW Chief of Police, SCPD

6.2 CPVAW Annual Report 2024 Page 1

MISSION
To collaborate with local stakeholder partners and law enforcement to ensure best practices to respond to and prosecute violent crimes against women.

VISION
To end sexual assault, sexual harassment, and domestic violence in the City of Santa Cruz through prevention, programs, and public policy.

ABOUT CPVAW
To end sexual assault, sexual harassment, and domestic violence in the City of Santa Cruz through prevention, programs, and public policy. Its creation was a response to the high rates of domestic violence and sexual assault in the city and the need for a community-led effort to address these issues.

The Commission's main focus areas and priorities include:
• Providing education to the community and raising awareness of the resources available to survivors of violence.
• Advocating for the development of programs and services that support survivors. • Promoting the prevention of violence by addressing its root causes.

The Commission’s primary goal is to raise awareness of the impact of violence against women and to promote healthy, non-violent relationships. In addition, it seeks to engage and empower community members to prevent violence through education, support, and resources. We also collaborate with other organizations and agencies to develop coordinated responses to violence against women, which includes training and educating first responders and law enforcement.

The Commission also has several specific goals and priorities that have been identified, including developing prevention programs for youth, working to increase the availability and accessibility of services for survivors, improving data collection and reporting on violence against women, and addressing the intersections of violence with issues such as racism and poverty. In 2024 the Commission focused on these two goal areas:

1. Increase CPVAW's Visibility and Impact

2. Strengthen CPVAW's Processes
Overall, CPVAW is committed to creating a safe and supportive community for all women, free from violence and oppression. Established in 1981by Ordinance 81-29, CPVAW consists of

6.3 CPVAW Annual Report 2024 Page 2
seven city resident volunteers who are appointed by the Santa Cruz City Council. Originally broughtforward by community members,then approved by the City Council, the Commission isa CityCouncil Advisory Body.
2024 Commissioners
Courtney Barrett
Ilene Feinman
Danielle Long, Chair
Karen Madura, Vice Chair
Anissa Novak
Ann Simonton
Gabriella Trigueiro
CPVAW Meetings
CPVAW schedules sixmeetings per year onthe first Wednesday ofthe monthat6:30pm. We encourage members ofour community and city government toattend CPVAW meetings. We hope tofoster anopen dialogue withour community toshare information and concerns, and towork together todevelop policies and programs that further our mission.

Purpose of the Report
The purpose of the report is to provide a better understanding for our community members regarding the issue of sexual assault, domestic violence, and identify local trends and key findings. This report should be used to tailor educational outreach, define opportunities for our community to reduce sexual assault, and identify ways for the Santa Cruz Police Department to remain up to date on the best practices when working with victims, and when conducting investigations.

Data Sources
The SCPD is currently transitioning from the Uniform Crime Reporting (UCR) Summary Reporting System (SRS) to UCR National Incident-Based Reporting System (NIBRS) / California IncidentBased Reporting System (CIBRS). NIBRS is now the FBI’s statistical guideline for the entire nation which captures a higher standard of data reporting, better informing both the public and agencies on crime in general.

A few key benefits of this change will be that SRS used the hierarchy rule to only count the highest offense in each incident, whereas NIBRS/CIBRS counts up to 10 offenses per incident and reports on more offense categories than SRS. NIBRS captures detailed and meaningful information on victims, relationships between victims and offenders, property, arrestees, attempted versus completed crimes, and known offenders. This information provides greater insight into incidents holistically.

6.4 CPVAW Annual Report 2024 Page 3
Below is a table showing the expanded categories in UCR CIBRS/NIBRS compared to UCR SRS (Source: SCPD):

One of the primary advantages of NIBRS over UCR Summary is its ability to provide greater detail and context about crime incidents. By capturing information on multiple offenses within a single incident and including data on victim characteristics and relationships between victims and offenders, NIBRS offers insights into the dynamics of criminal activity that are not available through UCR Summary. This level of detail allows law enforcement agencies, policymakers, and researchers to better understand the nature and extent of crime in their communities, identify emerging trends, and tailor prevention and intervention strategies accordingly.

Moreover, NIBRS facilitates more accurate and standardized reporting practices by using a broader and more detailed set of data elements. This standardized approach reduces inconsistencies in reporting among different agencies and ensures that crime data are comparable and reliable across jurisdictions.

Despite its many advantages, NIBRS has been presented with its own challenges. While NIBRS was developed in the 1980s, its nationwide implementation has been gradual. The FBI has encouraged law enforcement agencies to transition from the traditional UCR Summary reporting format to NIBRS reporting over time. However, the transition process has been voluntary, and many agencies continue to report crime data using the summary-based UCR format. Many law enforcement agencies lack the resources and capacity to invest in training and technology to implement NIBRS fully.

While both the UCR Summary system and NIBRS systems aim to provide valuable insights into crime trends and statistics, NIBRS offers a more comprehensive and detailed approach to crime reporting. By adopting a broader definition of rape and collecting more detailed information about each incident, NIBRS provides a more accurate representation of the prevalence and nature of sexual assaults and other crimes. With the FBI's recent commitment to transitioning to NIBRS

6.5 CPVAW Annual Report 2024 Page 4
reporting nationwide, law enforcement agencies and policymakers will have access to richer and more reliable crime data to inform their efforts to enhance public safety and address criminal justice issues.

HIGHLIGHTS OF 2024 COMMISSION ACTIVITIES
• Issued CPVAW Newsletter 2024
• Partnered with Santa Cruz City Schools to provide student safety and wellness programs • Continued providing drug testing coasters at local establishments • Increased CPVAW brand awareness by giving out t-shirts, tote bags, and stickers at community events
• Increased community-based organization partnerships by collaborating on the following programs and events: Dyke Trans March, Pride Parade, March to End Homelessness, She Is Beautiful race; Walnut Avenue Family and Women’s Center; Monarch Services • Domestic Violence Awareness Month: DVAM Banner hung at City Hall throughout the month; Monarch Services poster contest
• Hired half-time staff to support programs
• Created a shared data page to centralize information and resources related to domestic violence and sexual assault to enhance collaboration among service providers, improve public awareness, and inform policy-making efforts.

6.6 CPVAW Annual Report 2024 Page 5
Santa Cruz County Civil Grand Jury
In June 2024, the Santa Cruz County Civil Grand Jury issued a report “City of Santa Cruz:

Preventing Rape and Domestic Violence, Where’s the Priority?” (Rape Data Draft Report) which required responses from the Santa Cruz City Council, and invited responses from CPVAW, Santa Cruz City Manager and Superintendent, Santa Cruz City Schools. The report with responses can be found here: 2024-9_RapeData_Report_with_Responses.pdf.

Statistical Data for the City ofSanta Cruz
CPVAW collects data on Domestic Violence trends in the City. Domestic violence is defined as “abuse committed against an adult or a minor who is a spouse, former spouse, cohabitant, former cohabitant, or person with whom the suspect has had a child or is having or has had a datingor engagement relationship.”
The chart below includes both Domestic Violence (DV) cases and Rape cases as defined by the UCR over the past nine years. A review of this data shows a 34% decrease in Domestic Violence from 328 cases in 2020 to 218 cases in 2021, and an all-time low of 202 cases in 2023. Data for 2024 is not available.

For UCR Reported Rapes data there was a high of 57 cases in 2017, to a low of 29 cases in 2019. There has been a 26% decrease from 2022 (46 cases) to 2023 (34 cases). Data for 2024 is not available.

Data source: SCPD and DOJ
DOJ has not published data for 2021
334 334
317 308
339 328
218
235
202
44 45 57
34 29 33 34 46 34
0 50
100
150
200
250
300
350
400
2015 2016 2017 2018 2019 2020 2021 2022 2023
Domestic Violence Cases & UCR Rape Data
DV Battery Cases UCR Reported Rapes
“Rape is the most under-reported crime; 63% of sexual assaults are not reported to police.” National Sexual Violence Resource Center, Info & Stats for Journalists: Statistics About Sexual Violence

6.7 CPVAW Annual Report 2024 Page 6
Department of Justice UCR Data & California Penal Code Sections The UCR data is a summary composed of five different California Penal Code Sections. To understand the data, staff looked at each penal code section separately over the past 14 years. A reported crime may include multiple offenses within one case. This can make it difficult to interpret the data. The graph below shows that within the UCR data, PC261/262 “Rape” has the highest crime rate. There is a notable decline from the peak in 2014 of 47 cases to 17 cases in 2023.

Data from 2024 is not available.

There has been a decline from 2022-2023 in each of the separate penal codes with the exception of PC289 which increased from 4 cases to 7 cases.

Source: SCPD
• California Penal Codes
Sexual assault in California is defined as any sexual activity against the consent of the victim by means of force, threat of force, violence, duress, or where the victim is incapable of giving consent or is unconscious of the nature of the act. This includes various penal codes in addition to rape. o 220 PC Attempted Rape: attempted unwanted vaginal intercourse. o 261/262 PC Rape: unwanted vaginal intercourse
o 286 PC Sodomy: unwanted anal intercourse
o 287/288 PC Oral Copulation: unwanted oral intercourse o 289 PC Penetration with a foreign object
*PC262 Spousal Rape was repealed 2021, now under PC261
*PC288 Oral Copulation – in 2019 became PC287
24 29 28
36 47
29 38
27 29
17 20
18 23
17 0
5 10
15 20
25 30
35 40
45 50
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 California Penal Code Sections
PC220 PC261/262 PC286 PC288/287 PC289

6.8 CPVAW Annual Report 2024 Page 7
City of Santa Cruz Domestic Violence Trends: 2008-2024
According to CA Penal Code Section 13700-13702, domestic violence means abuse committed against an adult or a minor who is a spouse,former spouse, cohabitant, former cohabitant, or person with whom the suspect has had a child or is having or has had a datingor engagement relationship. CA Penal Code Sections 273.5 and 243e1 are used to identify these cases.

A 17-year look at the number of Domestic Violence cases shows a high of 339 cases in 2019, and an all-time low of 199 cases in 2024.

Source: SCPD, previous CPVAW Annual Reports.
“One in four homicides in the United States is related to domestic violence.” Improving Law Enforcement Response to Sexual Assault and Domestic Violence by Identifying and preventing Gender Violence. Department of Justice. 2019 Homicide trends in the United States: Intimate homicide. U.S. Department of Justice,

6.9 CPVAW Annual Report 2024 Page 8
As described on pages 2-3 of this report, the SCPD is currently transitioning from the Uniform Crime Reporting (UCR) Summary Reporting System (SRS) to UCR National Incident-Based Reporting System (NIBRS) / California Incident-Based Reporting System (CIBRS). The table below displays preliminary 2024 SCPD data using the NIBRS format for the first three quarters.

Who are the perpetrators?
The majority of perpetrators are someone known to the victim. Approximately eight out of 10 sexual assaults are committed by someone known to the victim, such as in the case of intimate partner sexual violence or acquaintance rape.

RAINN (Rape, Abuse, Incest National Network)

6.10 CPVAW Annual Report 2024 Page 9

6.11 CPVAW Annual Report 2024 Page 10
While CPVAW does not receive data with regards to age, gender, or other statistical details of victims in the City of Santa Cruz, a literature search of victims of sexual assault reveals the following staggering data points:

Ages 12-34 are the highest
risk years for rape and
sexual assault.

According to a recent study
(1) “Adolescents are at
higher risk of sexual assault
than any other age
group…”, “…Teenagers who have been sexually assaulted are at risk of mental health conditions and poor school performance, research found. The increased risk lasted for more than a year.” (1) Clarke, V., Goddard, A., Wellings, K. et al. Medium-term health and social outcomes in adolescents following sexual assault: a prospective mixed-methods cohort study. Soc Psychiatry Epidemiol 58, 1777–1793 (2023). https://doi.org/10.1007/s00127-021-02127-4
An unfortunate statistic from RAINN, the vast majority of perpetrators will not go to jail or prison.

Out of every 1,000 sexual assaults, 975 perpetrators will walk free.

6.12 CPVAW Annual Report 2024 Page 11

CONCLUSION
Recommendations
CPVAW and the SCPD share the common goal of keeping women safe in our community and make the following recommendations:
• CPVAW and the SCPD collaborate on their efforts to improve the safety of women in the City of Santa Cruz.
• CPVAW and the SCPD assess their programming, outreach efforts, collaboration with other community partners to better meet the needs of the women in the community. • CPVAW continues to work on their established goals:

Goal 1: Increase CPVAW's Visibility and Impact
• Deliverable: CPVAW will track and report on visibility and impact via metrics on distribution of information items and CPVAW-related branding materials (e.g. coasters, information flyers, packets distributed at events, number of events attended and co-sponsored).

Goal 2: Strengthen CPVAW’s Processes
• Deliverable: Complete and share CPVAW policy and strategic documents as a measure of outlined projects therein.
• The SCPD continues its commitment to providing the highest level of professional training on sexual assault response to victims and assault investigations to all of its police officers.

SANTA CRUZ COUNTY RESOURCES
• Law Enforcement – 911
• Santa Cruz Police Department Victim Advocate:
(831) 420-5827
• Monarch Services
24-hour Bilingual Crisis Help Line
1 (888) 900-4232
Santa Cruz Office
550 Water Street Suite J3
Santa Cruz, CA 95060
(831) 425-4030
• Walnut Avenue Family & Women’s Center
24-hour Domestic Violence Helpline
1 (866) 269-2559
• National Domestic Violence Hotline
1 (800) 799-7233

6.13 Meeting Type
Holiday
Jewish Holiday
Regular Meeting
Special Meeting (will be added as scheduled)
Study Session (will be added as scheduled)
Budget Hearing
DATE Location Meeting Type
Courtyard Conf. Room Closed Session - Closed to the Public Council Chambers Council Regular Meeting - Open to the Public May 26
Courtyard Conf. Room Closed Session - Closed to the Public Council Chambers Council Regular Meeting - Open to the Public May 28 Council Chambers Budget Hearing Study Session
Courtyard Conf. Room Closed Session - Closed to the Public Council Chambers Council Regular Meeting - Open to the Public June 19
Courtyard Conf. Room Closed Session - Closed to the Public Council Chambers Council Regular Meeting - Open to the Public July 4
Courtyard Conf. Room Closed Session - Closed to the Public Council Chambers Council Regular Meeting - Open to the Public Courtyard Conf. Room Closed Session - Closed to the Public Council Chambers Council Regular Meeting - Open to the Public September 1
Courtyard Conf. Room Closed Session - Closed to the Public Council Chambers Council Regular Meeting - Open to the Public September 22/23
Courtyard Conf. Room Closed Session - Closed to the Public Council Chambers Council Regular Meeting - Open to the Public October 1/2
Courtyard Conf. Room Closed Session - Closed to the Public Council Chambers Council Regular Meeting - Open to the Public Courtyard Conf. Room Closed Session - Closed to the Public Council Chambers Council Regular Meeting - Open to the Public November 11
Courtyard Conf. Room Closed Session - Closed to the Public Council Chambers Council Regular Meeting - Open to the Public November 27
November 28
Courtyard Conf. Room Closed Session - Closed to the Public Council Chambers Council Regular Meeting - Open to the Public December 14/15
December 25
City Council Meeting Calendar for 2025
December 9
City Hall Closure - Thanksgiving Day
City Hall Closure - Day After Thanksgiving Day
June 24
September 9
September 30
City Hall Closure - Juneteenth
August 12
May 13
June 10
May 27
City Hall Closure - Labor Day
August 26
July 8 and 22 Meetings Cancelled
City Hall Closure - Independence Day
City Hall Closure - Memorial Day
December 23 Meeting Cancelled
City Hall Closure - Christmas Day
Rosh Hashanah (City observed - sundown to sundown)
October 14
October 28
City Hall Closure - Veteran's Day (observed)
Hanukkah (City observed - sundown to sundown)
Yom Kippur (City observed - sundown to sundown)
November 18

7.1 City Council

AGENDA REPORT
DATE: 04/04/2025
AGENDA OF: 04/22/2025
DEPARTMENT: City Attorney/City Manager
SUBJECT: Resolution Extending the Emergency Declaration in Connection with the December 2024 Municipal Wharf Emergency (CA/CM)
LOCATION: District 4
RECOMMENDATION: Motion to adopt a resolution extending by sixty days the Local Emergency Declaration in connection with the December 2024 Municipal Wharf emergency.

BACKGROUND: On December 23, 2024, at approximately 12:45 p.m., approximately 150 ft. at the southernmost end of the Santa Cruz Municipal Wharf collapsed into the ocean following a historic wave event. The collapsed section was previously the site of the Dolphin Restaurant and one of three public restroom facilities on the Wharf, which had been damaged in the Winter 2023-24 storms and was under construction for repairs at the time of the collapse. Damage to the Wharf is extensive and has resulted in significant cleanup efforts. Additionally, the closure of the Wharf, Cowell Beach, and Main Beach out of concerns for public safety impacted multiple small businesses. On December 24, 2024, the City Manager issued a “Proclamation of Existence of Local Emergency.” The City Manager re-issued the Proclamation of Existence of Local Emergency on December 31, 2024, and January 7, 2025.

DISCUSSION: Government Code section 8630 authorizes a governing body of a city or an official designated by ordinance to proclaim the existence of a local emergency. Santa Cruz Municipal Code section 2.20.030 empowers the Director of Emergency Services to proclaim the existence or threatened existence of a local emergency when the City is affected or likely to be affected by a public calamity or disaster, subject to confirmation by the City Council at the “earliest practicable time.” During the existence of such emergency, the Director of Emergency Services is also authorized, pursuant to Section 2.20.040(1), to “[m]ake and issue rules and regulations on matters reasonably related to the protection of life and property as affected by such emergency,” also subject to confirmation by the City Council “at the earliest practicable time.”
In light of the circumstances described above, the City Manager declared the existence of a local emergency in the City of Santa Cruz on December 24, 2024, and declared the continued existence of a local emergency on December 31, 2024, and January 7, 2025. The City Council ratified the emergency declaration by Resolution No. NS-30,423 at its January 14, 2025 regular meeting and by Resolution No. NS-30,447 at its March 11, 2025 regular meeting.

8.1 The attached resolution, if adopted by the City Council, would extend the emergency declaration related to the December 2024 Wharf emergency by an additional 60 days, to July 9, 2025.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: The proposed Council action is not a “project” under CEQA. “Project” is defined by CEQA as:
“an activity which may cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and which is any of the following:
(a) An activity directly undertaken by any public agency. (b) An activity undertaken by a person which is supported, in whole or in part, through contracts, grants, subsidies, loans, or other forms of assistance from one or more public agencies. (c) An activity that involves the issuance to a person of a lease, permit, license, certificate, or other entitlement for use by one or more public agencies.” (Pub. Resources Code, § 21065.) The proposed resolution is not a “project” under CEQA because it does not have the potential to cause a physical change in the environment directly or indirectly. Any action taken to repair the Wharf or mitigate damages, if considered a “project” under CEQA, would be exempt as an emergency project pursuant to California Code of Regulations, Title 14, Division 6, Chapter 3, Article 18, Section 15269.

HEALTH IN ALL POLICIES (HiAP): This action is consistent with the three pillars of HiAP.

Specifically, the action has a nexus with public health in that the resolution is intended to aid the City in clean up and recovery efforts to protect the public health and safety along the Wharf and City beaches.

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: Actions taken by the City during a declared emergency are potentially recoverable from Cal OES (California Governor’s Office of Emergency Services) and FEMA (Federal Emergency Management Agency).

Prepared By:

Kaylen Anderson
Law Fellow
Submitted By:

Tony Condotti
City Attorney
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. RESOLUTION.DOCX

8.2 RESOLUTION NO. NS-XX,XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CRUZ EXTENDING

THE LOCAL EMERGENCY DECLARATION IN CONNECTION WITH THE DECEMBER 2024 WHARF EMERGENCY
WHEREAS, Government Code section 8630 authorizes the City Council or an official designated by ordinance to proclaim the existence of a local emergency; and WHEREAS, Santa Cruz Municipal Code section 2.20.030 empowers the City Manager, as the director of emergency services, to proclaim the existence or threatened existence of a local emergency when the City is affected or likely to be affected by a public calamity, subject to confirmation by the City Council at the earliest practicable time; and WHEREAS, on December 23, 2024, at approximately 12:45 p.m., the City of Santa Cruz (“City”) experienced a high surf event causing approximately 150 feet of a section of the Santa Cruz Municipal Wharf (the “Wharf”) to collapse into the ocean; and WHEREAS, debris from the Wharf remains in the ocean and poses a potential threat to the shoreline and vessels on the water; and
WHEREAS, the City temporarily closed the remaining portions of the Wharf, Cowell Beach, and Main Beach to ensure the safety of the public. The Wharf remained closed for nearly two weeks, significantly impacting small businesses; and WHEREAS, damage to the Wharf is significant and is estimated at over $18 million and as a result, the City’s emergency response to the December 2024 Wharf Emergency is ongoing as City staff continues to assess the damage to the Wharf and impact of the debris from the Wharf; and
WHEREAS, as a result of the incident at the Wharf, the City Manager, as the director of emergency services, declared the existence of a local emergency on December 24, 2024, and declared the continued existence of a local emergency on December 31, 2024, and January 7, 2025; and
WHEREAS, at its March 11, 2025 meeting, the City Council adopted Resolution No. NS30,447 declaring the existence of a State of Emergency in connection with the December 2024 Wharf Emergency, confirming the December 24, 2024, December 31, 2024, and January 7, 2025 Emergency Proclamations by the City Manager, as the director of emergency services; and WHEREAS, on February 14, 2025, Gavin Newsom, Governor of the State of California, proclaimed the existence of a state of emergency in the County of Santa Cruz due to the December 2024 winter storm that resulted in damage to the Wharf, further highlighting the significant impact of the storm and resulting damage.

8.3 RESOLUTION NO. NS-XX,XXX
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Cruz (City Council) as follows:

A. That the City Council hereby declares that the local emergency declaration adopted at its March 11, 2025 regular meeting by Resolution No. NS-30,447, shall be extended an additional sixty (60) days from its adoption pursuant to California Government Code Section 8630, et seq., by this Resolution; and B. This Resolution shall remain in full force and effect and shall thereafter terminate on the sixtieth (60th) day after its adoption, unless earlier terminated or further extended by subsequent City Council action.

PASSED AND ADOPTED this 22th day of April 2025 by the following vote:

AYES:

NOES:

ABSENT:

DISQUALIFIED:

APPROVED: __________________________
Fred Keeley, Mayor
ATTEST: ___________________________
Bonnie Bush, City Clerk Administrator

8.4 MINUTES ARE UNOFFICIAL UNTIL APPROVED BY COUNCIL
City of Santa Cruz
809 Center Street
Santa Cruz, California 95060

MINUTES OF A CITY COUNCIL MEETING
March 25, 2025
1:30 PM
Mayor Keeley opened the City Council Closed Session at 1:31 p.m. in a public meeting via Zoom and in Council Chambers, for the purpose of announcing the agenda, and receiving public testimony.

Roll Call

Present: Councilmembers Trigueiro, Brunner, Newsome, Golder, O’Hara; Vice Mayor Kalantari-Johnson; Mayor Keeley.

Absent: None.

Staff: City Manager M. Huffaker, City Attorney T. Condotti, Deputy City Clerk Administrator J. Wood, City Clerk Administrator B. Bush.

Statements of Disqualification – None.

Public Comment
Mayor Keeley opened the public comment period at 1:32 p.m. There were no speakers. Mayor Keeley closed the public comment period at 1:32 p.m., at which time the meeting was closed to the public and Council adjourned to the Courtyard Conference Room.

9.1 March 25, 2025 CITY COUNCIL MINUTES 7859
Closed Session

1. Conference with Legal Counsel – Liability Claims (Government Code §54956.95) 1) Claimant: Staci Pagaling
2) Claimant: Francis David Magnuson
3) Claimant: John Clifford Edwards
Claim against the City of Santa Cruz
Council received a status report, took up under agenda item 16, and no reportable action was taken.

2. Real Property Negotiations (Government Code §54956.8) Property: Approximately 8.15 acres located on Mount Hermon Road in Scotts Valley, CA
APNs: 022-721-07, 022-721-08, 022-721-09
Owner: City of Santa Cruz
City Negotiator: Bonnie Lipscomb
Negotiating Parties: City of Santa Cruz and City of Scotts Valley Under Negotiation: Price, terms of payment, or both
Council received a status report from the City Negotiator, and no reportable action was taken.

3. Conference with Labor Negotiators (Government Code §54957.6) SEIU Temporary Employees
SEIU Service Employees
Mid Managers, OE3
Supervisors, OE3
Fire Management
Fire, IAFF
Police Management
Police Officers Association
Executives
City Negotiator - Sara De Leon
Council received a status report from the City Negotiator, and no reportable action was taken.

9.2 March 25, 2025 CITY COUNCIL MINUTES 7860
City of Santa Cruz
809 Center Street
Santa Cruz, California 95060

MINUTES OF A CITY COUNCIL MEETING
March 25, 2025
2:30 PM
Call to Order – Mayor Keeley called the meeting to order at 2:32 p.m. in Council Chambers.

Roll Call

Present: Councilmembers Trigueiro, Brunner, Newsome, Golder, O’Hara; Vice Mayor Kalantari-Johnson; Mayor Keeley.

Absent: None.

Staff: City Manager M. Huffaker, Assistant City Manager M. Templeton, City Attorney T. Condotti, Director of Public Works N. Nguyen, Director of Planning and Community Development L. Butler, Chief of Fire R. Oatey, Director of Economic Development and Housing B. Lipscomb, Director of Finance E. Cabell, Director of Parks and Recreation T. Elliot, Director of Information Technology K. Morgan (via Zoom), Assistant Director of Public Works/City Engineer K. Crossley, Purchasing Manager E. Millwee, Senior Professional Engineer K. Stewart, Deputy City Clerk Administrator J. Wood, City Clerk Administrator B. Bush.

Oral Communications Announcement - The Mayor provided a brief announcement about Oral Communications.

Oral Communications
At 2:33 p.m. Mayor Keeley opened Oral Communications for members of the public who wished to speak regarding items not listed on the City Council agenda.

Unidentified person spoke regarding vote lobbying.

James Ewing Whitman spoke regarding the Covid-19 pandemic, meeting former Chief of Police Andy Mills five years ago, and frequency weapons.

Unhae Langis spoke regarding an upcoming UCSC protest supporting Palestine liberation.

9.3 March 25, 2025 CITY COUNCIL MINUTES 7861
Oral Communications (continued)
Bob Russell spoke in opposition to the state’s plan for the Seabright overlook.

At 2:42 p.m. Mayor Keeley closed Oral Communications.

Presentations

4. Mayoral Proclamation Declaring April as Arts and Culture Month Councilmember Brunner read from and presented a proclamation to Jim Brown, Director of the Arts Council Santa Cruz County, declaring April as Arts and Culture Month.

5. Mayoral Proclamation Declaring March as Procurement Month Councilmember O’Hara read from and presented a proclamation to the City of Santa Cruz Finance staff declaring March as Procurement Month. Purchasing Manager E. Millwee spoke.

6. Mayoral Proclamation Declaring March 30, 2025, as Eid al-Fitr Day Councilmember Trigueiro read from a proclamation declaring March 30, 2025 as Eid al-Fitr Day and presented it to members of the Islamic Center of Santa Cruz.

7. Outgoing Delegation to Shingu
Linda Snook, Acting Chair of the Sister Cities Shingu Subcommittee, spoke and introduced the youth delegates who are traveling to visit the Sister City of Shingu, Japan.

Presiding Officer's Announcements
Statements of Disqualification – Councilmember Brunner announced she will be recusing herself from items 25 and 26 in an abundance of caution as they relate to her employer.

Additions and Deletions – None.

City Attorney Report on Closed Session – See page 7859 for the report.

9.4 March 25, 2025 CITY COUNCIL MINUTES 7862
Council Meeting Calendar

8. The City Council reviewed and did not revise the meeting calendar attached to the agenda.

Consent Agenda
Councilmember O’Hara made a comment on item 12 and pulled item 18 for further discussion.

Director of Economic Development and Housing B. Lipscomb responded to Council questions regarding item 12.

Vice Mayor Kalantari-Johnson made a comment on items 12 and 19.

Councilmember Newsome made a comment on items 12, 13, and 14.

Councilmember Brunner made a comment on item 20.

Councilmember Trigueiro made a comment on items 12, 13, 20, and 23.

Mayor Keeley opened the public comment period. The following people spoke:

James Ewing-Whitman made a comment regarding items 10, 20, 22, and 23.

Garrett made a comment on item 12.

Mayor Keeley closed the public comment period.

MOTION: Councilmember O’Hara moved, seconded by Councilmember Newsome, to approve the remaining Consent Agenda.

Mayor Keeley made a comment on item 23.

ACTION: The motion carried unanimously with the following vote.

AYES: Councilmembers Trigueiro, Brunner, Newsome, Golder, O’Hara; Vice Mayor Kalantari-Johnson; Mayor Keeley.

NOES: None.

ABSENT: None.

DISQUALIFIED: None.

9.5 March 25, 2025 CITY COUNCIL MINUTES 7863
Consent Agenda (continued)

9. Resolution Extending the Emergency Declarations in Connection with the 2022/2023 Winter Storms and 2023/2024 Winter Storms (CA/CM) LOCATION: Citywide
Resolution No. NS-30,452 was adopted extending by sixty days the Local Emergency Declarations in connection with the 2022/2023 and 2023/2024 winter storms.

10. Minutes of the March 11, 2025 City Council Meeting (CC) LOCATION: None
Motion carried to approve as submitted.

11. Nomination for Reappointment of Carol Berg to the Housing Authority Board of Commissioners (CC)
LOCATION: Countywide
Motion carried to nominate Carol Berg for reappointment to the County Housing Authority Board of Commissioners with a term expiring on May 21, 2029.

12. Memorandum of Understanding between the City of Santa Cruz, Digital NEST, and Santa Cruz Works for the Implementation of a Tech Apprenticeship Workforce Development Program (EDH)
LOCATION: Citywide
Motion carried to authorize the City Manager, or designee, to execute the Memorandum of Understanding between the City of Santa Cruz, Digital NEST and Santa Cruz Works for the implementation of a tech apprenticeship workforce development program with funding awarded from the Affordable Housing and Sustainable Communities Program.

Staff Direction:

Councilmember Trigueiro: Include metrics on the number of youths that are served, specifically Santa Cruz youths, and provide a program evaluation.

9.6 March 25, 2025 CITY COUNCIL MINUTES 7864
Consent Agenda (continued)

13. Purchase Sale Agreement Between the City of Santa Cruz and the City of Scotts Valley for the City-owned Property Located at the Northwest Corner of Mount Hermon Road and Kings Village Road in the City of Scotts Valley, aka Skypark, APNs 022-721-07, 022-721-08, and 022-721-09 (EDH)
Location: None
Resolution No. NS-30,453 was adopted authorizing and directing the City Manager, or designee, to execute a Purchase Sale Agreement, along with modifications of a non-substantive or conforming nature, between the City of Santa Cruz and the City of Scotts Valley for the City of Santa Cruz-owned property located at the Northwest Corner of Mount Hermon Road and Kings Village Road in the City of Scotts Valley, in a form to be approved by the City Attorney, and to take any further actions and execute any other related documents necessary to conclude the sale.

14. Second Supplement to the Amended and Restated Joint Exercise of Powers Agreement for the Santa Cruz Public Libraries Facilities Financing Authority (EDH/CM)
LOCATION: District 4
Motion carried to approve the Second Supplement to the Amended and Restated Joint Exercise of Powers Agreement (JPA) for the Santa Cruz Public Libraries Facilities Financing Authority (LFFA) and authorize the City Manager, or designee, to execute the supplement agreement and/or any associated documents.

15. Award Contracts for Aggregate Materials and Road Maintenance Materials (FN) LOCATION: Citywide
Motion carried to award contracts for the citywide purchase of on-call Aggregate Materials and Road Maintenance Materials to Graniterock Company, Watsonville, California, Rapid Trans LLC., Oakland, California and Green Dream International, Erie, Pennsylvania in the amount not to exceed $2.3 million over five years and to authorize the City Manager to execute an agreement in a form approved by the City Attorney with Graniterock Company, Watsonville, California, Rapid Trans LLC., Oakland, California and Green Dream International, Erie, Pennsylvania.

9.7 March 25, 2025 CITY COUNCIL MINUTES 7865
Consent Agenda (continued)

16. Liability Claims Filed Against the City of Santa Cruz (FN) LOCATION: None
Motion carried to reject the liability claims of 1) Staci Pagaling, 2) Francis David Magnuson, and 3) John Clifford Edwards, based on staff recommendation.

17. Annual Housing Element and General Plan Progress Report (PL) LOCATION: Citywide
Motion carried to accept the 2024 General Plan and Housing Element Annual Progress Reports, and direct staff to submit the reports to the Governor’s Office of Planning and Research and the California Department of Housing and Community Development.

18. Museum of Natural History Building Permit and Application Fee Waivers (PR) LOCATION: District 2
Councilmember O’Hara spoke.

Mayor Keeley opened the public comment period. The following person spoke.

Felicia Von Stolk
Mayor Keeley closed the public comment period.

MOTION: Councilmember O’Hara moved, seconded by Vice Mayor Kalantari-Johnson, to :
 Waive land use application fees charged through the City Planning Department in the amount of $17,140 and waive associated building permit fees at a not-to-exceed amount of $120,000 for the Santa Cruz Museum of Natural History project.
 Direct staff to develop a Council policy (or, if applicable, an ordinance) that allows for the waiver or reduction of application and permit fees for thirdparty partners investing in improvements to City-owned infrastructure. This policy should be consistent with State legislation and support projects that provide clear public benefit. Staff should return within four months with a proposed framework that ensures transparency, equity, and alignment with the City’s strategic goals.

9.8 March 25, 2025 CITY COUNCIL MINUTES 7866
Consent Agenda (continued)

18. Museum of Natural History Building Permit and Application Fee Waivers (PR) LOCATION: District 2 (continued)
ACTION: The motion carried unanimously with the following vote.

AYES: Councilmembers Trigueiro, Brunner, Newsome, Golder, O’Hara; Vice Mayor Kalantari-Johnson; Mayor Keeley.

NOES: None.

ABSENT: None.

DISQUALIFIED: None.

19. Downtown Intersection Improvements Plan Revisions, Environmental Determination: Statutory Exemption PRC 21080.25(b)(1-4) and Metro Transit Station Improvements Agreement (PW)
LOCATION: District 4
Motion carried to:
 Approve the revised concept striping plan for the Downtown Intersection Improvements (c401903) project along Front Street between Laurel Street and Soquel Avenue;
 Authorize the City Manager to enter into the Metro Transit Station Improvements Agreement with Metro and Downtown Santa Cruz Developer, LLC, including any amendments and related documents in accordance with the City building permit(s) in a form to be approved by City Attorney; and  Approve the CEQA Determination that the Downtown Intersection Plan improvements qualify for a Statutory Exemption under PRC 21080.25(b)(1— 4).

20. Rail Trail Segments 8 and 9 Budget Adjustment (PW)
LOCATION: Districts 2 and 4
Resolution No. NS-30,454 was adopted amending the FY 2025 budget to appropriate funds in the amount of $750,000 from Measure D to the Monterey Bay Sanctuary Scenic Trail (Rail Trail) Segments 8 and 9 (c401804).

9.9 March 25, 2025 CITY COUNCIL MINUTES 7867
Consent Agenda (continued)

21. Award Contract for Bergkamp Patching Truck – Budget Adjustment (PW) LOCATION: Citywide
Motion carried to:
 Award a contract for purchase of a Bergkamp FP5 Flameless Patcher from Bergkamp Pavement Management Solutions (Salina, KS) in the amount of $217,305; and
 Adopt Resolution No. NS-30,455 amending the FY 2025 budget to appropriate funds budgeted in Fund 101 in the amount of $17,305 to the Street Maintenance & Rehabilitation Fund, Fund 317.

22. City of Santa Cruz and Soquel Creek Water District Intertie Mutual Aid Agreement (WT)
LOCATION: Citywide
Motion carried to:
 Authorize the City Manager to execute the agreement between the City of Santa Cruz and the Soquel Creek Water District, providing emergency water services between the two parties, upon the terms and conditions as set forth in the said agreement; and
 Approve the CEQA Determination.

23. Modifications to City Council Forest Management Policies for Water Department Watershed Lands (WT)
LOCATION: Citywide
Resolution No. NS-30,456 was adopted repealing City Council Policy 11.3 - Timber Harvests in Watershed Area and Preservation of Old Growth Trees, and replacing with City Council Policy 11.3 – Forest Management of Water Department Watershed Lands, which includes a) additional old growth tree characteristics that will facilitate their protection and b) the ability to commercialize forest products in alignment with c) the requirement to reinvest revenue from such commercialization into other Water Department watershed restoration work.

End Consent Agenda

9.10 March 25, 2025 CITY COUNCIL MINUTES 7868
Public Hearing

24. 2nd Reading and Final Adoption of Ordinance No. 2025-06 Sidewalk Vending Administrative Amendments. Applicant: City of Santa Cruz. CEQA: Exempt per 15061(b)(3). (PL)
LOCATION: Citywide
Mayor Keeley opened the public comment period. There were no speakers.

Mayor Keeley closed the public comment period.

MOTION: Councilmember Golder moved, seconded by Vice Mayor Kalantari-Johnson, to adopt Ordinance No. 2025-06 acknowledging the California Environmental Quality Act (CEQA) exemption and amending Santa Cruz Municipal Code (SCMC) Chapter 5.82 (“Sidewalk Vending”) to clarify the definition of an “Enforcement Official,” to specify the time period within which a vendor may receive citations before a permit may be revoked, to reduce the number of citations resulting in impoundment from four to three, to clarify and update restricted vending times and locations, and to provide clearer distinctions between roaming and stationary vending locations.

ACTION: The motion carried unanimously with the following vote.

AYES: Councilmembers Trigueiro, Brunner, Newsome, Golder, O’Hara; Vice Mayor Kalantari-Johnson; Mayor Keeley.

NOES: None.

ABSENT: None.

DISQUALIFIED: None.

At this time, Councilmember Brunner left the dais.

General Business

25. Resolution of Intention to Form an Enhanced Infrastructure Financing District (EIFD); Establish the Santa Cruz EIFD Public Finance Authority; and Appointment of Members from the City Council to the EIFD Public Finance Authority - Budget Adjustment (EDH)
LOCATION: Citywide
Director of Economic Development and Housing B. Lipscomb introduced the item and responded to Council questions.

Joe Dieguez, Senior Vice President of Kosmont Companies, gave a presentation and responded to Council questions.

9.11 March 25, 2025 CITY COUNCIL MINUTES 7869
General Business (continued)

25. Resolution of Intention to Form an Enhanced Infrastructure Financing District (EIFD); Establish the Santa Cruz EIFD Public Finance Authority; and Appointment of Members from the City Council to the EIFD Public Finance Authority - Budget Adjustment (EDH) LOCATION: Citywide (continued) Mayor Keeley opened the public comment period. The following person spoke.

Garrett
Mayor Keeley closed the public comment period.

MOTION: Councilmember Newsome moved, seconded by Vice Mayor Kalantari-Johnson, to:
 Adopt Resolution No. NS-30,457 declaring intention to establish the Santa Cruz Enhanced Infrastructure Financing District (EIFD) and establishing the Santa Cruz EIFD Public Financing Authority (PFA);
 Appoint Mayor Keeley, Vice Mayor Kalantari-Johnson, and the Councilmember representing the district who will have the majority of the funds collected by the EIFD members of the City Council to the Public Financing Authority Board, and appoint the Councilmember representing the district who will have the second greatest amount of funds collected by the EIFD as alternate Board member;
 Authorize the City Manager, or designee, to execute a contract amendment with Kosmont & Associates, Inc. dba, Kosmont Companies, in an amount not to exceed $53,154, with the total contract amount not to exceed $150,000, for supporting the implementation phase of the EIFD; and  Adopt Resolution No. NS-30,458 amending the Fiscal Year 2025 budget to appropriate funds in the amount of $54,000 for the implementation phase of the EIFD.

ACTION: The motion carried with the following vote.

AYES: Councilmembers Trigueiro, Newsome, Golder, O’Hara; Vice Mayor Kalantari-Johnson; Mayor Keeley.

NOES: None.

ABSENT: None.

DISQUALIFIED: Councilmember Brunner.

At this time Council heard item 7 and Councilmember Brunner returned to the dais.

9.12 March 25, 2025 CITY COUNCIL MINUTES 7870
At this time Councilmember Brunner left the dais.

General Business (continued)

26. Santa Cruz Community Farmers’ Market Interim Location and Initial Direction on Future Concept Plans for the Re-Use of the Existing Library Site – Budget Adjustment (EDH)
LOCATION: District 4
Director of Economic Development and Housing B. Lipscomb gave a presentation and responded to Council questions.

Mayor Keeley opened the public comment period. The following people spoke.

Unidentified person
Unidentified person
Unidentified person
Nesh Dhillon
Lira Filippini
Mayor Keeley closed the public comment period.

MOTION: Vice Mayor Kalantari-Johnson moved, seconded by Councilmember Newsome, to:
1) Adopt Resolution No. NS-30,459 appropriating $250,000 from the Economic Development Trust Fund to fund site furnishings to activate Lot 16 for the Farmers’ Market and $150,000 from the Infill and Infrastructure Grant approved budget to fund needed site infrastructure;
2) Choose Concept B, below, for re-use of the existing library site, and to the extent legally feasible, include a preference for affordable housing for City employees, seniors, and/or other subpopulations identified in need of affordable housing;
Reduced rectangular building footprint with proportional housing and commercial/office space and a larger public plaza.

Number of Housing Units: ~102 units
Commercial/Office: 19,300 SF
Plaza Size: .8 acre
Farmers’ Market Stalls: 84 vendors
3) Direct staff to partner with developers that will contribute to the development of the public market space.

9.13 March 25, 2025 CITY COUNCIL MINUTES 7871
General Business (continued)

26. Santa Cruz Community Farmers’ Market Interim Location and Initial Direction on Future Concept Plans for the Re-Use of the Existing Library Site – Budget Adjustment (EDH) LOCATION: District 4 (continued)
FRIENDLY AMENDMENT: Councilmember Golder requested to edit #2 as follows:

Choose Concept B, below, for re-use of the existing library site, and to the extent legally feasible, include a preference for affordable or workforce housing for city employees, seniors, and/or other subpopulations identified in need of affordable or workforce housing.

Reduced rectangular building footprint with proportional housing and commercial/office space and a larger public plaza.

Number of Housing Units: ~102 units
Commercial/Office: 19,300 SF
Plaza Size: .8 acre
Farmers’ Market Stalls: 84 vendors
Vice Mayor Kalantari-Johnson and Councilmember Newsome accepted.

After further discussion, Councilmember the friendly amendment was modified as follows:

Choose Concept B, below, for re-use of the existing library site, and to the extent legally feasible, include a preference for affordable or workforce housing for city employees, seniors, and/or other sub populations identified in need of affordable or workforce housing, and for the design to be consistent with surrounding architecture of 809 Center Street.

Reduced rectangular building footprint with proportional housing and commercial/office space and a larger public plaza.

Number of Housing Units: ~102 units
Commercial/Office: 19,300 SF
Plaza Size: .8 acre
Farmers’ Market Stalls: 84 vendors

9.14 March 25, 2025 CITY COUNCIL MINUTES 7872
General Business (continued)

26. Santa Cruz Community Farmers’ Market Interim Location and Initial Direction on Future Concept Plans for the Re-Use of the Existing Library Site – Budget Adjustment (EDH) LOCATION: District 4 (continued)
ACTION: The motion carried with the following vote.

AYES: Councilmembers Trigueiro, Newsome, Golder, O’Hara; Vice Mayor Kalantari-Johnson; Mayor Keeley.

NOES: None.

ABSENT: None.

DISQUALIFIED: Councilmember Brunner.

At this time, Councilmember Brunner returned to the dais.

9.15 March 25, 2025 CITY COUNCIL MINUTES 7873
General Business (continued)

27. User Charges for Wastewater Services – Proposed Five-Year Increase (PW) LOCATION: Citywide
Assistant Director of Public Works/City Engineer K. Crossley introduced the item.

Erik Helgeson, Principal/Vice President with Bartle Wells Associates, and Senior Professional Engineer K. Stewart gave a presentation and responded to Council questions.

Director of Public Works N. Nguyen responded to Council questions.

Mayor Keeley opened the public comment period. The following person spoke.

Garrett
Mayor Keeley closed the public comment period.

MOTION: Councilmember Brunner moved, seconded by Councilmember Trigueiro, to :
 Set a Public Hearing on the proposed increase of Wastewater User Rates for June 10, 2025;
 Approve mailing of written notices, including Spanish instruction, to Wastewater user addresses, customers who receive the bill, and property owners regarding the proposed increases and Public Hearing;  Highlight any options of exemptions or financial support, such as the Utility Customer Assistance Program (UCAP), in the written notices, City website, and the Public Hearing; and
 Update the Wastewater capacity charges.

ACTION: The motion carried unanimously with the following vote.

AYES: Councilmembers Trigueiro, Brunner, Newsome, Golder, O’Hara; Vice Mayor Kalantari-Johnson; Mayor Keeley.

NOES: None.

ABSENT: None.

DISQUALIFIED: None.

9.16 March 25, 2025 CITY COUNCIL MINUTES 7874
Adjournment – Councilmember Golder moved, seconded by Councilmember Brunner, to adjourn. By consensus City Council adjourned at 6:07 p.m.

Respectfully Submitted:

Julia Wood, Deputy City Clerk Administrator
Attest:

Bonnie Bush, City Clerk Administrator
Approved:

Fred Keeley, Mayor

9.17 City Council

AGENDA REPORT
DATE: 03/26/2025
AGENDA OF: 04/22/2025
DEPARTMENT: City Clerk
SUBJECT: Amendment of the City’s Conflict of Interest Code (CC) LOCATION: Citywide
RECOMMENDATION: Motion to adopt a resolution amending the current Conflict of Interest Code and rescinding all resolutions related to prior versions, including Resolution No. NS30,364.

BACKGROUND: State law requires that agencies with Conflict of Interest Codes review their Code every two years, or as needed. The City Council adopted the most recent Conflict of Interest Code (Code) on August 13, 2024 which included multiple changes to designated positions.

DISCUSSION: The draft Code attached to this report incorporates the applicable rules formulated by the Fair Political Practices Commission (FPPC) which are set out in 2 California Code of Regulations Section 18730. For efficiency, and as authorized by the FPPC, the proposed updated Code simply references the state statute as opposed to including all provisions. With this, any changes to the state regulations will apply automatically without the City Clerk needing to make amendments to the Code each time.

In addition, the draft Code contains revisions to the list of designated filers required to complete the Statement of Economic Interest.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: Not a project, therefore not applicable.

HEALTH IN ALL POLICIES (HiAP): Updating the Conflict of Interest Code on a consistent basis provides for accountability and transparency for those in designated reported positions who make decisions affecting City residents, aligning with the Equity and Public Health HiAP pillars.

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

10.1 FISCAL IMPACT DESCRIPTION: No fiscal impact.

Prepared By:

Bonnie Bush
City Clerk
Submitted By:

Michelle Templeton
Assistant City Manager
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. RESOLUTION.DOCX

2. DRAFT CONFLICT OF INTEREST CODE - CLEAN.PDF

3. DRAFT CONFLICT OF INTEREST CODE - TRACK CHANGES.PDF

10.2 RESOLUTION NO. NSRESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CRUZ AMENDING

THE CURRENT CONFLICT OF INTEREST CODE AND RESCINDING ALL

RESOLUTIONS RELATED TO PRIOR VERSIONS
WHEREAS, the City of Santa Cruz initially adopted a Conflict of Interest Code on February 14, 1989, by Resolution No. NS-18,483; and
WHEREAS, the City Council has conducted periodic reviews as required by law and made appropriate changes to its Conflict of Interest Code; and WHEREAS, the Conflict of Interest Code was last updated on August 13, 2024 by adoption of Resolution No. NS-30,364; and
WHEREAS, the City Council now desires to amend the City’s Conflict of Interest Code to incorporate by reference the regulation adopted by the Fair Political Practices Commission (FPPC) in 2 California Code of Regulations Section 18730 and which contains the terms of a standard conflict of interest code in compliance with the Political Reform Act (Gov’t Code §81000, et seq.); and to update the list of designated positions in Appendix A; and WHEREAS, the City Council adopts the terms of 2 California Code of Regulations Section 18730 and any amendments thereto adopted by the FPPC, along with Appendix A (Schedule of Designated Positions and their Disclosure Categories) and Appendix B (List of Disclosure Categories), which constitute the Conflict of Interest Code for the City of Santa Cruz.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Cruz that the 2025 Conflict of Interest Code is hereby adopted as presented to Council this date. The City Council rescinds all resolutions relating to prior versions of the Conflict of Interest Code PASSED AND ADOPTED this 22nd day of April, 2025, by the following vote:

AYES:

NOES:

ABSENT:

DISQUALIFIED:

APPROVED: ________________________
Fred Keeley, Mayor
ATTEST: _____________________________
Bonnie Bush, City Clerk Administrator

10.3 CONFLICT OF INTEREST CODE
(ESTABLISHED JUNE 1980)
Revised by Resolution No. NS-30,364, August 13, 2024
Adopted by Resolution No. NS-13,917A, June 24, 1980

1. The Political Reform Act (Government Code Section 81000, et seq.) requires state and local government agencies to adopt and promulgate conflict of interest codes. The Fair Political Practices Commission (FPPC) has adopted a regulation (2 California Code of Regulations Section 18730) that contains the terms of a standard conflict of interest code, which can be incorporated by reference in an agency’s code. After public notice and hearing, the standard code may be amended by the Fair Political Practices Commission to conform to amendments in the Political Reform Act. Therefore, the terms of 2 California Code of Regulations Section 18730 and any amendments to it duly adopted by the Fair Political Practices Commission are hereby incorporated by reference. This regulation and the attached Appendix A (Schedule of Designated Positions and their Disclosure Categories) and B (List of Disclosure Categories), designating positions and establishing financial disclosure categories, shall constitute the conflict of interest code of the City of Santa Cruz.

2. Individuals holding designated positions referenced in Appendix A, including temporary employees, consultants, and those in newly created positions who are required to disclose their financial interests pursuant to the California Political Reform Act, shall file their Statements of Economic Interests (FPPC Form 700) in compliance with the provisions of California Code of Regulations Section 18730.

3. Designated public officials and employees are required to file an Assuming Office Statement when they assume a designated position, an Annual Statement each year by April 1, and a Leaving Office Statement within thirty days of leaving office.

10.4 APPENDIX A

DESIGNATED POSITIONS DISCLOSURE CATEGORY

ADMINISTRATION
City Council Govt. Code §87200 et seq.

City Manager Govt. Code §87200 et seq.

Assistant City Manager 1
Assistant to the City Manager 1
Communications Manager 1
Community Relations Specialist 3
Deputy City Manager I/II 1
Homelessness Response Manager 1
Management Analyst 1
Principal Management Analyst 1
Sustainability and Resiliency Officer 1

CITY CLERK
City Clerk Administrator 1
Deputy City Clerk Administrator 3

CITY ATTORNEY
City Attorney Govt. Code §87200 et seq.

Deputy City Attorneys 1

ECONOMIC DEVELOPMENT
Director of Economic Development 1
Business Service Liaison 5
Development Manager 5
Economic Development Manager 5
Economic Development Coordinator 5
Housing Program Manager 5
Housing Program Specialist 5
Management Analyst 5
Principal Management Analyst 5
Successor Agency Executive Director 1

FINANCE
Director of Finance Govt. Code §87200 et seq.

Assistant Director of Finance 1
Accountant I/II 3
Accounting Services Supervisor 3
Buyer I/II 3
Finance Manager 4
Principal Management Analyst 3
Purchasing Manager 4
Revenue Collections Specialist 3
Risk and Safety Manager 4
Senior Accountant 4

10.5 Conflict of Interest – Appendix A

DESIGNATED POSITIONS DISCLOSURE CATEGORY

FIRE DEPARTMENT
Chief of Fire 1
Deputy Chief of Fire 1
Deputy Fire Marshal 1
Division Chiefs 1
Fire Battalion Chief 1
Fire Inspector I/II 1
Fire Marshal 1
Principal Management Analyst 3

HUMAN RESOURCES
Human Resources Director 1
Human Resources Analyst I/II 3
Principal Human Resources Analyst 3
Program Analyst 3

INFORMATION TECHNOLOGY
Information Technology Director 1
Assistant Director of Information Technology 1
Information Technology Project Manager/Training Coordinator 3 Information Technology Manager 3
Network and Systems Administrator 3
SCADA Network and Systems Administrator 3

PARKS AND RECREATION DEPARTMENT
Director of Parks & Recreation 1
Golf Course Superintendent 3
Park Planner 5
Principal Management Analyst 3
Recreation Superintendent 1
Senior Planner 1
Superintendent of Parks 1
Urban Forester 5

PLANNING AND COMMUNITY DEVELOPMENT
Director of Planning & Community Development 1
Assistant Director of Planning and Community Development 1 Associate Planner I/II 5
Building Inspector 5
Chief Building Official 1
Code Compliance Manager 5
Code Compliance Specialist 5
Code Compliance Supervisor 5
Deputy Building Official 1
Green Building Environmental Specialist 5
Management Analyst 4
Principal Planner 5

10.6 Conflict of Interest – Appendix A

DESIGNATED POSITIONS DISCLOSURE CATEGORY
PLANNING AND COMMUNITY DEVELOPMENT (continued)
Principal Management Analyst 4
Senior Building Inspector 5
Senior Planner 5
Senior Plans Examiner 5
Supervising Building Inspector 5
Supervising Plans Examiner 5
POLICE
Chief of Police 1
Deputy Chiefs 1
Lieutenants 3
Principal Management Analyst 3

PUBLIC WORKS
Director of Public Works 1
Assistant Director of Public Works/City Engineer 1
Associate Professional Engineer 3
Associate Planner I/II 3
Engineering Associate 3
Environmental Compliance Inspector 3
Environmental Programs Analyst I/II 3
Facilities Maintenance Supervisor 3
Garage Services Supervisor 3
Management Analyst 3
Parking Program Manager 3
Principal Management Analyst 3
Principal Planner 5
Public Works Operations Manager 4
Senior Environmental Compliance Inspector 3
Senior Professional Engineer 3
Superintendent of Solid Waste 3
Superintendent of Parking Services 3
Superintendent of Resource Recovery – Collections and Sweeping 3 Superintendent of Resource Recovery - Processing and Disposal 3 Transportation Manager 3
Transportation Planner I/II 3
Wastewater Collections Manager 3
Wastewater Laboratory/Environmental Compliance Manager 3 Wastewater System Manager 3
Wastewater Treatment Facilities Operations Manager 3
WATER
Director of Water Department 1
Deputy Water Director/Engineering Manager 1
Deputy Water Director/Operations Manager 1
Assistant Finance Director 1
Associate Planner I/II 3

10.7 Conflict of Interest – Appendix A

DESIGNATED POSITIONS DISCLOSURE CATEGORY
WATER (continued)
Associate Professional Engineer 3
Chief Park Ranger 3
Principal Management Analyst 3
Principal Planner 1
Senior Environmental Projects Analyst 3
Senior Professional Engineer 1
Superintendent of Water Plant and Production 3
Utility Services Manager 3
Water Distribution Superintendent 3
Water Quality Manager 3
Watershed Compliance Manager 3

COMMISSIONERS, COMMITTEE AND BOARD MEMBERS
Arts Commission 1
Board of Building Appeals 1
Commission for the Prevention of Violence against Women 2 Downtown Commission 1
Historic Preservation Commission 1
Parks and Recreation Commission 1
Planning Commission Govt. Code §87200 et seq.

Transportation & Public Works Commission 1
Water Commission 1
SPECIFIED CONSULTANTS 1
Those consultants likely to participate in the making of a governmental decision as determined by the City Manager in writing.

10.8 APPENDIX B

DISCLOSURE CATEGORIES

1. FULL DISCLOSURE
What to report? All investments and business positions in business entities, sources of income including gifts, loans and travel payments, and interests in real property located in the City.

What Form 700 schedules? All Schedules (A through E)

2. ALL INCOME, EXCLUDING INTERESTS IN REAL PROPERTY
What to report? All investments and business positions in business entities, and sources of income including gifts, loans and travel payments.

What Form 700 schedules? A, C, D, E

3. CITY/DEPARTMENT-RELATED INCOME
What to report? All investments and business positions in business entities and sources of income including gifts, loans and travel payments if the source is of a type which provides, manufactures, or supplies goods, materials, equipment, machinery or services, including training or consulting services, of the type utilized by or subject to the review or approval by the City or the department in which that person is employed.

What Form 700 schedules? A, C, D, E

4. CITY/DEPARTMENT-RELATED INCOME, REAL PROPERTY
What to report? All investments and business positions in business entities and sources of income including gifts, loans and travel payments, and all interests in real property, if the source is of a type which provides, manufactures, or supplies goods, materials, equipment, machinery or services, including training or consulting services, of the type utilized by or subject to the review or approval of the City or the department in which that person is employed.

What Form 700 schedules? All Schedules (A through E)

5. REGULATORY, LAND DEVELOPMENT RELATED INCOME, REAL PROPERTY What to report? All investments and business positions in business entities and sources of income including gifts, loans and travel payments, and interests in real property, if the source is of the type that is subject to the regulatory permit or licensing authority by the department in which that person is employed or the source of income is from land development, construction or the acquisition or sale of real property by the City.

What Form 700 schedules? All Schedules (A through E)

10.9 CONFLICT OF INTEREST CODE
(ESTABLISHED FEBRUARY 1989JUNE 1980)
Table of Contents
Article I Statutory Provisions
Article II Provisions of Conflict of Interest Code
Section 1 Definitions
Section 2 Designated Employees
Section 3 Disclosure Categories
Section 4 Statement of Economic Interests – Place of Filing Section 5 Statement of Economic Interests – Time of Filing Section 6 Contents of and Period Covered by Statements of Economic Interests Section 7 Manner of Reporting
Section 8 Disqualification
Section 9 Manner of Disqualification
Section 10 Assistance of the Commission and Council
Section 11 Violations
Appendix A Schedule of Designated Positions and their Disclosure Categories Appendix B List of Disclosure Categories

10.10 CONFLICT OF INTEREST CODE
2 Revised by Resolution No. NS-30,364, adopted August 13, 2024 Revised by Resolution No. NS-29,794, adopted April 13, 2021 Revised by Resolution No. NS-29,432, adopted August 28, 2018 Revised by Resolution No. NS-29,045, adopted January 26, 2016 Revised by Resolution No. NS-28,938, adopted May 26, 2015 Revised by Resolution No. NS-28,882, adopted January 13, 2015 Revised by Resolution No. NS-28,561, adopted October 23, 2012 Revised by Resolution No. NS-28,266, adopted September 28, 2010 Revised by Resolution No. NS-27,915, adopted September 23, 2008 Revised by Resolution No. NS-27,362, adopted September 26, 2006 Revised by Resolution No. NS-26,700, adopted September 14, 2004 Revised by Resolution No. NS-25,958, adopted September 24, 2002 Revised by Resolution No. NS-25,100, adopted October 10, 2000 Revised by Resolution No. NS-23,997, adopted September 22, 1998 Revised by Resolution No. NS-23,105, adopted January 14, 1997 Revised by Resolution No. NS-23,010, adopted October 22, 1996 Revised by Resolution No. NS-21,615, adopted May 10, 1994 Revised by Resolution No. NS-20,567, adopted June 23, 1992 Revised by Resolution No. NS-19,715, adopted February 26, 1991 Revised by Resolution No. NS-19,683, adopted February 12, 1991 Revised by Resolution No. NS-19,137, adopted April 17, 1990 Revised by Resolution No. NS-19,001, adopted January 23, 1990 **Original Adoptedion by Resolution No. NS-138,917A483 – February 14, 1989June 24, 1980

10.11 CONFLICT OF INTEREST CODE
3 CONFLICT OF INTEREST CODE FOR THE CITY OF SANTA CRUZ COUNCIL, ADVISORY

BODIES, AND DESIGNATED CITY STAFF

1. The Political Reform Act (Government Code Section 81000, et seq.) requires state and local government agencies to adopt and promulgate conflict of interest codes. The Fair Political Practices Commission (FPPC) has adopted a regulation (2 California Code of Regulations Section 18730) that contains the terms of a standard conflict of interest code, which can be incorporated by reference in an agency’s code. After public notice and hearing, the standard code may be amended by the Fair Political Practices Commission to conform to amendments in the Political Reform Act. Therefore, the terms of 2 California Code of Regulations Section 18730 and any amendments to it duly adopted by the Fair Political Practices Commission are hereby incorporated by reference. This regulation and the attached Appendix A (Schedule of Designated Positions and their Disclosure Categories) and B (List of Disclosure Categories), designating positions and establishing financial disclosure categories, shall constitute the conflict of interest code of the City of Santa Cruz.

2. Individuals holding designated positions referenced in Appendix A, including temporary employees, consultants, and those in newly created positions who are required to disclose their financial interests pursuant to the California Political Reform Act, shall file their Statements of Economic Interests (FPPC Form 700) in compliance with the provisions of California Code of Regulations Section 18730.

3. Designated public officials and employees are required to file an Assuming Office Statement when they assume a designated position, an Annual Statement each year by April 1, and a Leaving Office Statement within thirty days of leaving office.

ARTICLE I. STATUTORY PROVISIONS
In compliance with the Political Reform Act of 1974, California Government Code Section 81000 et seq., and specifically with Section 87300 et seq., the City of Santa Cruz hereby adopts this Conflict of Interest Code which shall be applicable to all designated employees of the City. The requirements of this code are in addition to other requirements of the Political Reform Act, such as the general prohibition against conflicts of interest contained in Government Code Section 87100, and are in addition to any other state or local laws pertaining to conflicts of interest.

ARTICLE II. PROVISIONS OF CONFLICT OF INTEREST CODE
Section 1. Definitions. The definitions contained in the Political Reform Act of 1974, Regulations of the Fair Political Practices Commission (2 Cal.Admin.Code Sections 18100 et seq.) and any amendments to the Act or regulations, are incorporated by reference into this Conflict of Interest Code.

Section 2. Designated Employees. The persons holding positions listed in Appendix A are designated employees. It has been determined that these persons make or participate in the making of decisions which may foreseeably have a material effect on financial interests.

10.12 CONFLICT OF INTEREST CODE
4 Section 3. Disclosure Categories. This Code does not establish any disclosure obligation for those designated employees who are also specified in Government Code Section 87200 if they are designated in this Code in that same capacity or if the geographical jurisdiction of this City is the same or is wholly included within the jurisdiction in which those persons must report their financial interests pursuant to Article 2 of Chapter 7 of the Political Reform Act, Government Code Section 8700 et seq.1
Such persons are covered by this Code for disqualification purposes only. With respect to all other designated employees, the disclosure categories set forth in Appendix A specify which kinds of financial interests are reportable. Such a designated employee shall disclose in his or her Statement of Economic Interest those financial interests he or she has which are of the kind described in the disclosure categories to which he or she is assigned in Appendix A. It has been determined that the financial interests set forth in a designated employee’s disclosure categories are the kinds of financial interests which he or she foreseeably can affect materially through the conduct of his or her office.

Section 4. Statement of Economic Interests – Place of Filing. All designated employees required to submit a Statement of Economic Interest shall file such statements with the City Clerk, who shall be the Filing Officer.2
Section 5. Statement of Economic Interests – Time of Filing. (a) Initial Statements. All designated employees employed by the City on the effective date of this Code, as originally adopted, promulgated and approved by the City Council, shall file statements within 30 days after the effective date of this Code. Thereafter, each person already in a position when it is designated by an amendment to this Code shall file an initial statement within thirty days after the effective date of the amendment.
(b) Assuming Office Statements. All persons assuming designated positions after the effective date of this Code shall file statements within thirty days after assuming the designated positions.

Annual Statements. All designated employees shall file statements no later than April 1 of each year.

Leaving Office Statements. All persons who leave designated positions shall file statements within thirty days after leaving office.

Section 6. Contents of and Period Covered by Statements of Economic Interests.

Contents of Initial Statements. Initial statements shall disclose any reportable investments, interests in real property, and business positions held on the effective date of the Code. 1 Designated employees who are required to file Statements of Economic Interests under any other agency’s Conflict of Interest Code, or under Article 2 for a different jurisdiction, may expand their Statement of Economic Interests to cover reportable interests in both jurisdictions, and file copies of this expanded statement with both entities in lieu of filing separate and distinct statements, provided that each copy of such expanded statement filed in place of an original is signed and verified by the designated employee as if it were an original. See Government. Code Section 81004. 2 See Government Code Section 81010 and 2 Cal.Admin.Code Section 18115 for the duties of Filing Officers and persons in agencies who make and return copies of statements and forward the originals to the Filing Officer.

10.13 CONFLICT OF INTEREST CODE
5 Contents of Assuming Office Statements. Assuming Office Statements shall disclose any reportable investments, interests in real property, and business positions held on the date of assuming office.

Contents of Annual Statements. Annual Statements shall disclose any reportable investments, interests in real property, income, and business positions held or received during the previous calendar year provided, however, that the period covered by an employee’s first annual statement shall begin on the effective date of the Code or the date of assuming office, whichever is later.

Contents of Leaving Office Statements. Leaving Office Statements shall disclose reportable investments, interests in real property, income, and business positions held or received during the period between the closing of the last statement filed and the date of leaving office.

Section 7. Manner of Reporting. Statements of Economic Interests shall be made electronically and shall contain the following information:

Investment and Real Property Disclosure. When an investment or an interest in real property3 is required to be reported4 the statement shall contain the following:

A statement of nature of the investment or interest;
The name of the business entity in which each investment is held and a general description of the business activity in which the business entity is engaged; The address or other precise location of the real property; A statement whether the fair market value of the investment or interest in real property exceeds two thousand dollars ($2,000), ten thousand dollars ($10,000), one hundred thousand dollars ($100,000), or one million dollars ($1,000,000).

Personal Income Disclosure. When a personal income is required to be reported5 the statement shall contain:

The name and address of each source of income aggregating five hundred dollars ($500) or more in value, or fifty ($50) or more in value if the income was a gift, and a general description of the business activity, if any, of each source.

A statement whether the aggregate value of income from each source, or in the case of a loan, the highest amount owed to each source, was at least five hundred dollars ($500), but did not exceed 3 For the purpose of disclosure only (not disqualification), an interest in real property does not include the principal residence of the filer.
4 Investments and interests in real property which have a joint market value of less than $1,000 are not investments and interests in real property within the meaning of the Political Reform Act. However, investments or interests in real property of an individual include those held by the individual’s spouse and dependent children as well as a pro rata share of any investment or interest in real property of any business entity or trust in which the individual, spouse, and/or dependent children own in the aggregate, a direct, indirect, or beneficial interest of 10 percent or greater. 5 Designated employee’s income includes his or her community property interest in the income of his or her spouse but does not include salary or reimbursement for expenses received from a state, local, or federal governmental agency.

10.14 CONFLICT OF INTEREST CODE
6 one thousand dollars ($1,000), whether it was greater than one thousand dollars ($1,000), ten thousand dollars ($10,000), or one hundred thousand dollars ($100,000).

A description of the consideration, if any, for which the income was received; In the case of a gift: the name, address, and business activity of the donor and any intermediary through which the gift was made, a description of the gift, the amount for value of the gift, and the date on which the gift was received.

In the case of a loan, the annual interest rate and the security, if any, given for the loan.

Business Entity Income Disclosure. When income of a business entity, including income of a sole proprietorship, is required to be reported6 the statement shall contain:

The name, address, and a general description of the business activity of the business entity.

The name of every person from whom the business entity received payments if the filer’s pro rata share of gross receipts from such a person was equal to or greater than ten thousand dollars ($10,000).

Business Position Disclosure. When business positions are required to be reported, a designated employee shall list the name and address of each business entity in which he or she is a director, officer, partner, trustee, employee, or in which he or she holds any position of management, a description of the business activity in which the business entity is engaged, and the designated employee’s position with the business entity.

Acquisition or Disposal during Reporting Period. In the case of an Annual or Leaving Office Statement, if an investment or an interest in real property was partially or wholly acquired or disposed of during the period covered by the statement, the statement shall contain the date of acquisition or disposal.

Section 8. Disqualification. No designated employee shall make, participate in making, or in any way attempt to use his or her official position to influence the making of any governmental decision which he or she knows or has reason to know will have a reasonably foreseeable material financial effect distinguishable from its effect on the public generally, on:

Any business entity in which the designated employee has a direct or indirect investment worth two thousand dollars ($2,000) or more;
Any real property in which the designated employee has a direct or indirect interest worth two thousand dollars ($2,000) or more;
Any source of income, other than gifts and other than loans by a commercial lending institution in the regular course of business on terms available to the public without regard to official status, 6 Income of a business entity is reportable if the direct, indirect, or beneficial interest of the filer and the filer’s spouse in the business entity, aggregates a 10 percent or greater interest. In addition, the disclosure of persons who are clients or customers of a business entity is required only if the clients or customers are within one of the disclosure categories of the filer.

10.15 CONFLICT OF INTEREST CODE
7 aggregating five hundred dollars ($500) or more in value provided to, received by, or promised to the designated employee within twelve months prior to the time when the decision was made.

Any business entity in which the designated employee is a director, officer, partner, trustee, employee, or holds any position of management; or
Any donor of or any intermediary or agent for a donor of, a gift or gifts aggregating four hundred sixty dollars ($460) or more in value provided to, received by, or promised to the designated employee within 12 months prior to the time when the decision is made.

No designated employee shall be prevented from making or participating in the making of any decision to the extent his or her participation is legally required for the decision to be made. The fact that the vote of a designated employee who is on a voting body is needed to break a tie does not make his or her participation legally required for purposes of this section.

Section 9. Manner of Disqualification. When a designated employee determines that he or she should not make a governmental decision because he or she has a disqualifying interest in it, the determination not to act must be accompanied by the disclosure of the disqualifying interest.

In the case of a designated employee who is a board member or commissioner, determination and disclosure shall be made at the meeting during which consideration of the decision takes place and shall be made part of the official records of the board or commission; in the case of a designated employee which is the head of a department, this determination and disclosure shall be made in writing to his or her appointing authority; and in the case of other designated employees, this determination and disclosure shall be made in writing to the designated employee’s supervisor.

Section 10. Assistance of the Commission and Counsel. Any designated employee who is unsure of his or her duties under this Code may request assistance from the Fair Political Practices Commission pursuant to Government Code Section 83114 or from the City Attorney, provided that nothing in this section requires the City Attorney to issue any formal or informal opinion.

Section 11. Violations. This code has the force and effect of law. Designated employees violating any provision of this Code are subject to the administrative, criminal, and civil sanctions provided in the Political Reform Act, Government Code Sections 81000-91014. In addition, a decision in relation to which a violation of the disqualification provisions of this Code or of Government Code Section 87100 or 87450 has occurred may be set aside as void, pursuant to Government Code Section 91003.

10.16 APPENDIX A

DESIGNATED POSITIONS DISCLOSURE CATEGORY

ADMINISTRATION
City Council Govt. Code §87200 et seq.

City Manager Govt. Code §87200 et seq.

Assistant City Manager 1
Assistant to the City Manager 1
Communications Manager 1
Community Relations Specialist 3
Deputy City Manager I/II 1
Homelessness Response Manager 1
Management Analyst 1
Principal Management Analyst 1
Sustainability and Resiliency Officer 1

CITY CLERK
City Clerk Administrator 1
Deputy City Clerk Administrator 3

CITY ATTORNEY
City Attorney Govt. Code §87200 et seq.

Deputy City Attorneys 1

ECONOMIC DEVELOPMENT
Director of Economic Development 1
Business Service Liaison 5
Development Manager 5
Economic Development Manager 5
Economic Development Coordinator 5
Housing Program Manager 5
Housing Program Specialist 5
Management Analyst 5
Principal Management Analyst 5
Successor Agency Executive Director 1

FINANCE
Director of Finance Govt. Code §87200 et seq.

Assistant Director of Finance 1
Accountant I/II 3
Accounting Services Supervisor 3
Buyer I/II 3
Finance Manager 4
Principal Management Analyst 3
Purchasing Manager 4
Revenue Collections Specialist 3
Risk and Safety Manager 4
Senior Accountant 4

10.17 Conflict of Interest – Appendix A

DESIGNATED POSITIONS DISCLOSURE CATEGORY

FIRE DEPARTMENT
Chief of Fire 1
Deputy Chief of Fire 1
Deputy Fire Marshal 1
Division Chiefs 1
Fire Battalion Chief 1
Fire Inspector I/II 1
Fire Marshal 1
Principal Management Analyst 3

HUMAN RESOURCES
Human Resources Director 1
Human Resources Analyst I/II 3
Principal Human Resources Analyst 3
Program Analyst 3

INFORMATION TECHNOLOGY
Information Technology Director 1
Assistant Director of Information Technology 1
Information Technology Project Manager/Training Coordinator 3 Information Technology Manager 3
Network and Systems Administrator 3
SCADA Network and Systems Administrator 3

PARKS AND RECREATION DEPARTMENT
Director of Parks & Recreation 1
Golf Course Superintendent 3
Park Planner 5
Principal Management Analyst 3
Recreation Superintendent 1
Senior Planner 1
Superintendent of Parks 1
Urban Forester 5

PLANNING AND COMMUNITY DEVELOPMENT
Director of Planning & Community Development 1
Assistant Director of Planning and Community Development 1 Associate Planner I/II 5
Building Inspector 5
Chief Building Official 1
Code Compliance Manager 5
Code Compliance Specialist 5
Code Compliance Supervisor 5
Deputy Building Official 1
Green Building Environmental Specialist 5
Management Analyst 4
Principal Planner 5

10.18 Conflict of Interest – Appendix A

DESIGNATED POSITIONS DISCLOSURE CATEGORY
PLANNING AND COMMUNITY DEVELOPMENT (continued)
Principal Management Analyst 4
Senior Building Inspector 5
Senior Planner 5
Senior Plans Examiner 5
Supervising Building Inspector 5
Supervising Plans Examiner 5
POLICE
Chief of Police 1
Deputy Chiefs 1
Lieutenants 3
Principal Management Analyst 3

PUBLIC WORKS
Director of Public Works 1
Assistant Director of Public Works/City Engineer 1
Associate Professional Engineer 3
Associate Planner I/II 3
Engineering Associate 3
Environmental Compliance Inspector 3
Environmental Programs Analyst I/II 3
Facilities Maintenance Supervisor 3
Garage Services Supervisor 3
Management Analyst 3
Parking Program Manager 3
Principal Management Analyst 3
Principal Planner 5
Public Works Operations Manager 4
Senior Environmental Compliance Inspector 3
Senior Professional Engineer 3
Superintendent of Solid Waste 3
Superintendent of Parking Services 3
Superintendent of Resource Recovery – Collections and Sweeping 3 Superintendent of Resource Recovery - Processing and Disposal 3 Transportation Manager 3
Transportation Planner I/II 3
Wastewater Collections Manager 3
Wastewater Laboratory/Environmental Compliance Manager 3 Wastewater System Manager 3
Wastewater Treatment Facilities Operations Manager 3
WATER
Director of Water Department 1
Deputy Water Director/Engineering Manager 1
Deputy Water Director/Operations Manager 1
Assistant Finance Director 1
Associate Planner I/II 3

10.19 Conflict of Interest – Appendix A

DESIGNATED POSITIONS DISCLOSURE CATEGORY
WATER (continued)
Associate Professional Engineer 3
Chief Financial Officer 1
Chief Park Ranger 3
Principal Management Analyst 3
Principal Planner 1
Senior Environmental Projects Analyst 3
Senior Professional Engineer 1
Superintendent of Water Plant and Production 3
Utility Services Manager 3
Water Distribution Superintendent 3
Water Quality Manager 3
Watershed Compliance Manager 3

COMMISSIONERS, COMMITTEE AND BOARD MEMBERS
Arts Commission 1
Board of Building Appeals 1
Commission for the Prevention of Violence against Women 2 Downtown Commission 1
Historic Preservation Commission 1
Parks and Recreation Commission 1
Planning Commission Govt. Code §87200 et seq.

Transportation & Public Works Commission 1
Water Commission 1
SPECIFIED CONSULTANTS 1
Those consultants likely to participate in the making of a governmental decision as determined by the City Manager in writing.

10.20 APPENDIX B

DISCLOSURE CATEGORIES

1. FULL DISCLOSURE
What to report? All investments and business positions in business entities, sources of income including gifts, loans and travel payments, and interests in real property located in the City.

What Form 700 schedules? All Schedules (A through E)

2. ALL INCOME, EXCLUDING INTERESTS IN REAL PROPERTY
What to report? All investments and business positions in business entities, and sources of income including gifts, loans and travel payments.

What Form 700 schedules? A, C, D, E

3. CITY/DEPARTMENT-RELATED INCOME
What to report? All investments and business positions in business entities and sources of income including gifts, loans and travel payments if the source is of a type which provides, manufactures, or supplies goods, materials, equipment, machinery or services, including training or consulting services, of the type utilized by or subject to the review or approval by the City or the department in which that person is employed.

What Form 700 schedules? A, C, D, E

4. CITY/DEPARTMENT-RELATED INCOME, REAL PROPERTY
What to report? All investments and business positions in business entities and sources of income including gifts, loans and travel payments, and all interests in real property, if the source is of a type which provides, manufactures, or supplies goods, materials, equipment, machinery or services, including training or consulting services, of the type utilized by or subject to the review or approval of the City or the department in which that person is employed.

What Form 700 schedules? All Schedules (A through E)

5. REGULATORY, LAND DEVELOPMENT RELATED INCOME, REAL PROPERTY What to report? All investments and business positions in business entities and sources of income including gifts, loans and travel payments, and interests in real property, if the source is of the type that is subject to the regulatory permit or licensing authority by the department in which that person is employed or the source of income is from land development, construction or the acquisition or sale of real property by the City.

What Form 700 schedules? All Schedules (A through E)

10.21 City Council

AGENDA REPORT
DATE: 03/28/2025
AGENDA OF: 04/22/2025
DEPARTMENT: City Manager
SUBJECT: California Volunteers Youth Service Corps Grant (CM) LOCATION: Citywide
RECOMMENDATION: Motion to:
1) Adopt a resolution authorizing the City Manager to apply for, accept and execute agreements for the California Volunteers #CaliforniansForAll Youth Service Corps grant; and 2) Adopt a resolution amending the FY 2025 budget to appropriate $1,998,776 of funds into a project for the Monterey Bay Green Youth Service Corps.

BACKGROUND: The #CaliforniansForAll Youth Service Corps grant is administered by California Volunteers, a statewide initiative from the Office of the Governor with a goal of engaging Californians in community service. This grant opportunity is designed to engage youth in meaningful employment, develop job skills and career pathways, and strengthen the capacity of cities/local areas with regard to food insecurity, climate, education, and public service.

The City of Santa Cruz is a leader in climate initiatives, serving as the co-chair of Green Cities California and the chair of the Monterey Bay Regional Climate Project Working Group, as well as participating as a founding member of the Monterey Bay Climate Justice Collaborative. Since the pandemic, the City has led a regional workforce development working group, resulting in successful workforce development collaborations including the annual Trades Day for over 700 high school youth and the recent Santa Cruz County Skilled Trades Job Fair 2025 which drew over 400 adult participants.

The City’s Climate Action Plan 2030 (CAP 2030) identifies that over 2,400 green jobs could result from the CAP 2030 implementation and includes several measures and actions that aim to reach that potential. Since the CAP 2030’s adoption in 2022, the City has looked for opportunities to leverage its significant experience and relational network in the workforce development ecosystem to secure funding to expand municipal, private sector and nonprofit green jobs in the region. Many major local and regional climate-related grant applications have included some aspect of workforce development (e.g., Monterey Bay Equitable Electric Vehicle and Electric Vehicle Charging Expansion awarded by Federal Highway Administration and California Air Resources Board, respectively). In late 2024, the City was the lead partner and

11.1 applicant on an Uplift Central Coast workforce development grant application to map the green job pathway stacks in the region and identify gaps that could be filled through the development of future initiatives. While that effort was not successful, the partners committed to collaborating on future opportunities.

DISCUSSION: On March 20, 2025, the City of Santa Cruz submitted an application to the #CaliforniansForAll Youth Service Corps grant (See Attachment: Application). Staff are coming to City Council for approval after this grant application that was submitted because the decision to proceed with an application was made after the document deadline for an earlier Council meeting. Because the application is consistent with approval City Council granted for prior related efforts, staff proceeded with submitting the application. Staff are also requesting authorization for the City Manager to execute the contract with the State of California should the grant be awarded as the grant requires an executed contract within 10 days of award notification, which does not allow sufficient time for obtaining formal City Council approval.

The requested grant funds, if awarded, would expand and implement five programs, led by the City of Santa Cruz, Central Coast Energy Services, Ecology Action, FoodWhat, and Watsonville Wetlands Watch. The City of Santa Cruz Parks and Recreation Department will fund a full-time youth fellow for the role of Recreation Coordinator, with the responsibility of expanding food security programs across five community gardens. Central Coast Community Energy will conduct educational programming that combines classroom and hands-on experience with its Weatherization Assistance Programs, preparing youth for a career in the green energy sector.

Through its Resilient Central Coast campaign, Ecology Action will train youth fellows to educate the broader community about clean energy, sustainability, and inspire change towards reducing the carbon footprint in our locale. FoodWhat will provide youth fellows with hands-on job training in sustainable agriculture, while also receiving fresh produce for themselves and families, and distributing it to the community. Watsonville Wetlands Watch will provide youth with hands-on work in native plant propagation, invasive species removal, tree planting, habitat restoration, tree planting, and zone greening in public spaces.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: Not applicable. Does not require CEQA review as it does not meet the definition of a Project under CEQA as it does not have a potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

HEALTH IN ALL POLICIES (HiAP): The proposed project directly supports the HiAP pillars of sustainability and equity, and indirectly supports the pillar of public health by advancing food security and through improvements to indoor air quality through fuel switching and energy efficiency. The proposed project directly aligns with the City’s Climate Action Plan.

Specifically, Measure CE-1 identifies the goal of prioritizing opportunities for greatest climate benefit and economic inclusion especially for minority, veteran and women owned businesses in climate related sectors. Measure CE-2 specifies that the City will support equitable access to high quality training and workforce development programs in climate related sectors. The programming of one specific subgrantee, Central Coast Energy Services, supports CAP Action BE6.7, which calls for regional workforce development opportunities for building and transportation electrification. Additionally, projects under the subgrantee Watsonville Wetlands Watch support CAP Action CR1.5, calling for urban forest restoration outreach opportunities with frontline and other neighborhood groups. Some of the programs also implement measures from the Local Hazard Mitigation and Climate Adaptation Plan 2025-2030 through restoration

11.2 and flood mitigation associated with urban greening. Furthermore, the proposed item will advance equity by extending the opportunity of meaningful and well-paid job training, preparing 106 youths for careers in green sectors. Each sub-grantee will select its youth participants with a particular lens towards bridging socio-economic gaps and disadvantages.

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: Applying to this grant opportunity will generate $1,998,776.14 in General Fund grant revenue to fund these five programs and their related expenditures. Administrative costs are budgeted to amount to 9.6% of the total grant, which will fund a part-time Project Manager as City staff for the 18-month project. Direct operational costs will comprise 18.1% of the grant, and the remaining 72.3% of the grant will go toward youth wages, benefits, and other costs.

Prepared By:

Tiffany Wise-West, PE
Sustainability and Resiliency
Officer
Submitted By:

Michelle Templeton
Assistant City Manager
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. CA VOLUNTEERS GRANT RESOLUTION.PDF

2. BUDGET ADJUSTMENT.PDF

3. CA VOLUNTEERS GRANT APPLICATION.PDF

11.3 RESOLUTION NO. NS-XX,XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CRUZ AUTHORIZING SUBMISSION OF THE #CALIFORNIANSFORALL YOUTH SERVICE CORPS GRANT

APPLICATION AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE GRANT

AGREEMENT IF AWARDED
WHEREAS, the #CaliforniansForAll Youth Service Corps grant is administered by California Volunteers, a statewide initiative from the Office of the Governor, with a goal of engaging youth in meaningful employment, developing job skills and career pathways, and strengthening the capacity of local communities in addressing food insecurity, climate resilience, education, and public service; and
WHEREAS, the City of Santa Cruz is a leader in climate initiatives, serving as the co-chair of Green Cities California, chair of the Monterey Bay Regional Climate Project Working Group, and a founding member of the Monterey Bay Climate Justice Collaborative; and WHEREAS, since the pandemic, the City has led a regional workforce development working group, contributing to initiatives such as the annual Trades Day and the Santa Cruz County Skilled Trades Job Fair, which have successfully engaged high school youth and adults in workforce development; and
WHEREAS, the City’s Climate Action Plan 2030 (CAP 2030) identifies the potential for over 2,400 green jobs and includes measures to develop municipal, private sector, and nonprofit green job opportunities; and
WHEREAS, the City has actively pursued workforce development funding through various grants, including the Uplift Central Coast workforce development grant, demonstrating a strong commitment to workforce training and employment pathways in climate-related sectors; and
WHEREAS, on March 20, 2025, the City submitted an application to the #CaliforniansForAll Youth Service Corps grant to expand and implement programs in partnership with Central Coast Energy Services, Ecology Action, FoodWhat, and Watsonville Wetlands Watch, each contributing to workforce training and job opportunities in sustainability, food security, and habitat restoration; and
WHEREAS, if awarded, the grant funds will support a full-time youth fellow at the City’s Parks and Recreation Department to expand food security programs, provide hands-on training in sustainable agriculture, workforce development for clean energy and weatherization programs, and practical experience in urban greening and environmental restoration; and WHEREAS, this grant supports the City’s Health in All Policies pillars of sustainability and equity, and aligns with the City’s Climate Action Plan measures, including CE-1 and CE-2, supporting equitable workforce development in climate-related sectors; and

11.4 RESOLUTION NO. NS-XX,XXX
2 WHEREAS, applying for this grant has no fiscal impact on the General Fund, and the City has requested $1,998,776.14, with administrative costs budgeted at 9.6%, direct operational costs at 18.1%, and 72.3% allocated towards youth wages, benefits, and program implementation; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Cruz as follows:

1. The City Council hereby authorizes and ratifies the submission of the #CaliforniansForAll Youth Service Corps grant application submitted on March 20, 2025.

2. The City Council authorizes the City Manager to execute a grant agreement with the State of California should the grant be awarded, and to take all necessary actions to implement the grant-funded programs.

PASSED AND ADOPTED this 22nd day of April, 2025 by the following vote:

AYES:

NOES:

ABSENT:

DISQUALIFIED:

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

11.5 1
Monterey Bay Green Youth Service Corps
Submitting Entity: City of Santa Cruz
Point of Contact: Dr. Tiffany Wise-West, Sustainability & Resiliency Officer Email: [email protected] | Phone: (831) 420 -5433 Section 1: Program Goal
The City of Santa Cruz is a leader in climate change initiatives serving as the co-chair of Green Cities California and chair of the Monterey Bay Regional Climate Project Working Group and participating in the Monterey Bay Climate Justice Collaborative. The City’s Climate Action Plan 2030 (CAP 2030), adopted in 2022, identifies that over 2,400 green jobs could be created through its implementation. Two of the 16 measures in the CAP 2030 call for (1) prioritizing opportunities for the most significant climate benefit and economic inclusion, especially for minority, veterans, and women-owned businesses in climaterelated sectors, and (2) supporting equitable access to high-quality training and workforce development programs in climate-related sectors on the local and regional scales. To that end, 31 % of the CAP 2030’s 152 actions have the co-benefit of creating or advancing employment opportunities in sectors contributing to sustainability or improving environmental quality, including food security/sustainable agriculture, decarbonization, and carbon sequestration, among others. As a regional leader, the City is strongly committed to advancing green jobs and climate-focused workforce development, having established a monthly regional workforce development working group in 2022 to facilitate collaboration to reach the green jobs potential of the CAP 2030 and beyond.

However, while the CAP 2030 prioritizes progress on equitable job creation in climate-related sectors, workforce demand far exceeds supply. The CAP 2030 and regional green job analyses and projections indicate a growing need for more professionals in these sectors. Through the proposed initiative, the City and its regional partners aim to employ more youth, broaden their awareness of and interest in impactful careers, and strengthen nonprofit and municipal career pathways in climate transformation and resiliency. The proposed initiative is also perfectly aligned with the three goals of the Youth Service Corps opportunity. Finally, as leaders in their respective fields, the partners are also committed to sharing each program’s model, best practices and resulting outcome metrics at peer exchange networks and convenings throughout the region and state, amplifying the potential for replication.

Section 2: Program Design
Focus Areas
Through this grant, the City of Santa Cruz and its regional partners aim to address all four focus areas with five distinct initiatives, each led by a Community-Based Organization (CBO). The City of Santa Cruz, Central Coast Energy Services (CCES), Ecology Action, FoodWhat, and Watsonville Wetlands Watch (WWW) will each spearhead a youth fellowship program. All programs have an education component, two have a public service component, and each has a specialized emphasis on climate change or food insecurity.

Climate Change
Ecology Action’s Resilient Central Coast Campaign will empower youth fellows to lead climate action initiatives. The program will focus on launching community education campaigns to inspire interest and commitment toward reducing carbon footprints. Additionally, fellows will gain expertise in clean energy

11.6 2
alternatives to natural gas, equipping them with the tools to educate community members on sustainable energy solutions.

CCES’ education initiative will combine classroom learning with hands-on training. Youth fellows participating in this program will be introduced to Building Science and gain practical experience in energy efficiency, building envelope, and electrification retrofits. Over eight months (per cohort), this comprehensive training will equip fellows with the skills to progress from basic to advanced levels, preparing them for a career in the energy sector. During the grant period, CCES will launch two cohorts.

CCES will leverage its Weatherization Assistance Programs to provide fellows with hands-on field experience. After completing each classroom course, fellows will join field crews and perform installations under direct supervision and mentorship. The direct installation measures include health and safety, energy efficiency, infiltration reduction, and fuel-switching improvements in low-income homes.

WWW will focus its program on Urban Forestry. Youth fellows will gain hands-on experience in native plant propagation, invasive species removal, tree planting, habitat restoration, and zone greening. Most of the work will be in public spaces, providing a valuable public service that enhances environmental quality, community well-being, and sustainability.

Food Insecurity
FoodWhat will provide youth fellows with hands-on job training in sustainable agriculture while distributing thousands of pounds of fresh produce to trainees, their families, and the community. Fellows will gain experience in farm management, school garden support, farm stand operations, and culinary training.

The City of Santa Cruz Parks and Recreation Department will fund a full-time youth fellow to serve as a Recreation Coordinator over the grant period to expand food security programs across five community gardens. The fellow will engage residents in garden plot management, organic food production, and community outreach, focusing on the Beach Flats frontline neighborhood, and reaching senior gardeners (those over 60). The fellow will build partnerships with University of California Santa Cruz (UCSC) Agroecology, UCSC Farm and Garden, Community Center Senior Garden Clubs, and Grey Bears Master Gardener programs, fostering intergenerational learning. This role will connect city gardens with regional farms and organizations while promoting zero-waste gardening and water conservation. Ultimately, the program will strengthen food security, enhance community ties, and increase access to fresh local food.

Subgranting to CBOs
This initiative, led by the City of Santa Cruz’ Sustainability and Resiliency Officer, brings together four experienced CBOs with experience in working together. The City’s Sustainability and Resiliency Officer has managed many complex, multidisciplinary grant-funded projects and collaboratively delivers impactful and award-winning emissions mitigation and resiliency initiatives for the region. Each CBO partner possesses a strong track record in workforce development, climate change programming, food insecurity reduction, and/or public service initiatives. CBO partners were selected based on the success of their established programs and ability to leverage additional resources to create and enhance sustainable opportunities for youth. Additionally, the proposed programs are fully scalable and can be adapted as needed within and outside the Monterey Bay region. The City of Santa Cruz will work directly with CCES, who will serve as the Prime Subgrantee, to administer the initiative. This partnership will leverage CCES’ vast experience in managing large-scale programs, overseeing a range of CBO subgrantees and delivering

11.7 3
impactful workforce development activities to ensure the success of the initiative and its programs. The four CBO partners include:

Central Coast Energy Services
CCES is a nonprofit with over 175 years of collective experience delivering utility assistance, home weatherization, consumer education, job training, and other essential services in the region. CCES has successfully developed training programs that enhance building science skills, promoting energy efficiency, health and safety, and decarbonization in low-income homes. With a demonstrated track record in workforce development, through this grant CCES aims to expand training opportunities in 2025, supporting economic mobility for disadvantaged communities. CCES’ workforce development highlights include:
• Established Partnerships: Since 2005, CCES has collaborated with the California Conservation Corps and AmeriCorps, providing hands-on energy efficiency training to over 75 corps members. • Santa Cruz County Workforce Investment Board: In 2011, CCES facilitated 57 jobs to restore coastal damage caused by the Japan Tsunami, supporting dislocated workers. • Workforce Education and Training Center (WE-TC): Launched in 2024 to serve young adults from disadvantaged communities. WE-TC offers paid training through classroom instruction, workshops, and fieldwork. Last spring, 400 applicants competed for 12 spots, demonstrating strong demand and career success.

Ecology Action
With over 50 years of experience organizing communities for environmental action, Ecology Action is well-positioned to partner successfully. Ecology Action has demonstrated proficiency in engaging students and volunteers in community-driven climate action initiatives. Funding though this grant will enable Ecology Action to expand its reach, scale its programs, and amplify its impact in fostering sustainable community engagement. Their experience includes:
• Internship and Fellowship Management: Annually recruiting and managing up to 10 interns from local campuses.
• AmeriCorps and California Climate Corps Experience: Successfully hosting AmeriCorps Volunteer Improvement Program and California Climate Corps fellow placements. • Californians For All College Fellowship Program: Serving as a community host organization in 2021, co-leading 75+ fellows collaborating with Cal Poly and consortium campuses in the Monterey Bay Area. Fellows participated in our Resilient Central Coast Campaign, implementing climate action initiatives, developing community engagement skills, and gaining climate science education to inspire action and hope.
• Leadership in Community Collaboration: Acting as the lead development organizer and fiscal agent for a multi-sector, multi-county Resilient Central Coast Campaign leveraging the BrightAction climate action platform. This initiative hosts volunteers in partnership with agencies and organizations across the Central Coast to activate thousands of residents annually.

FoodWhat
Founded in 2007, FoodWhat focuses on youth empowerment through food and farming. From the start, the organization aimed to achieve three key outcomes: job training, dietary change, and personal growth.

Over nearly two decades, FoodWhat has successfully operated an annual summer job training program for low-income and marginalized high school teens. The program’s impact is measured through rigorous

11.8 4
mixed-method evaluation models that track improvements in healthier eating habits and job skill development.

FoodWhat primarily serves youth who suffer disproportionately from deeply embedded social problems, including racism, intergenerational poverty, educational barriers, trauma, housing insecurity, food insecurity, and compromised health. The organization also supports system-involved youth, including those involved in the foster care system and juvenile justice system. The majority of FoodWhat’s outreach and programming takes place in the Pajaro Valley, a predominantly Latin community with large numbers of immigrants and agricultural workers. With this grant, FoodWhat can expand its programs, reach more youth, and deepen its impact on community health and workforce development.

Watsonville Wetlands Watch
WWW has offered youth internships in the Watsonville area for over 15 years and is currently in its fifth year of operating a youth job training program called the Climate Corps Leadership Institute (CCLI), which provides a two-year job training and academic pathway connections program for high school students from the Watsonville area. This year, WWW has expanded this program to launch the Pajaro Valley Climate Corps Workforce Development Program to serve youth ages 18–24. WWW has engaged thousands of students and community volunteers in wetland restoration since its founding in 1991 and tree planting since launching its Watsonville Community Forest program in 2018. Grant funding will allow WWW to expand its workforce development initiatives further, increase community engagement, and enhance environmental restoration efforts.

Training Activities
City of Santa Cruz Parks and Recreation
Between summer 2025 and 2026, the City of Santa Cruz Parks and Recreation Youth Fellow will gain hands-on training in food security and sustainable community spaces. They will receive mentorship, build skills in organic gardening, food distribution, and community engagement, and collaborate with new partners.
• Community Garden Management: The fellow will work across five gardens, including Beach Flats, assisting with garden maintenance, organic planting, and harvesting. They will also explore food rescue and zero-waste initiatives with community centers and Public Works. • Environmental Sustainability in Gardens: The fellow will implement water conservation, organic soil management, and zero-waste composting techniques to enhance garden sustainability. • Community Engagement: Leading bilingual education sessions, they will connect with residents on garden management, seed saving, and crop cultivation. They will also collaborate with UCSC Agroecology, UCSC Farm and Garden, and local gardening groups, fostering a regional approach to food security.

Central Coast Energy Services
The CCES WE-TC has a two-fold vision of developing a young, skilled workforce while enhancing community resilience against climate change. Throughout eight months (per cohort), participants will engage in classroom instruction, virtual reality labs, hands-on workshops, and field training. The program curriculum is segmented into eight blocks that range from workplace safety to electrification introduction. After completing each course, participants will join experienced crews on energy efficiency retrofits for low-income households. The elements of the training program are:

11.9 5
Bloc Topic Timeframe
Welcome to the
Workforce
Introduction to all programs, field safety, soft skills and elearning2 weeks Energy Fundamentals Installation of Energy Efficiency and Non-Infiltration Reduction Measures, Construction Math I
3 weeks
Whole House Approach Building Science Fundamentals, Diagnostic Testing I, Introduction to Electrical
4 weeks
Applied Solutions Hands-on Repairs and Installations, Construction Math II, Diagnostic Testing II
5 weeks
Installations and
Troubleshooting
Electrical I, Mechanical Ventilation, Door and Window
Installation
6 weeks
Advanced Installations
and HVAC
Electrical II, Heating and Cooling Installations and Repairs, Water Heater Repair and Replacement
6 weeks
Mastery and
Leadership
Building Science Proficiency, Electrification (Load Calculations), Industry Certifications, and Pathways
5 weeks
Integration into the
Workforce
Resume building, mock interviews, and the ability to translate learned skills into real-life situations.
1 week
Ecology Action
Ecology Action’s Resilient Central Coast Campaign offers a dynamic framework for engaging volunteers and fellows in climate action while building leadership skills. Between summer 2025 and 2026, youth fellow will:
• Complete five training sessions on climate, equity, and resilience, and community engagement. • Use the BrightAction platform as a carbon calculator, educational tool, and action tracker. • Enroll at least 200 community members in BrightAction through outreach in faith groups, schools, and social organizations.
• Help community members commit to at least 400 equitable actions, reducing 110 metric tons of CO2 and saving participants $15,000 in utility and fuel costs (all tracked on the platform). • Attend monthly meetings with Resilient Central Coast Leadership team to refine strategies, network, and enhance their impact.

Fellows will gain hands-on experience in community outreach, environmental education, and clean energy solutions while working alongside public agency climate staff and nonprofit organizers. Tracking outcomes through BrightAction will highlight the collective impact of small actions, fostering sustained engagement and regional climate resilience.

FoodWhat
During the summer of 2025 and 2026, approximately 26 youth per summer will engage in FoodWhat’s most extensive program, the Summer Job Training Program- held at the FoodWhat Farm. Throughout the program, youth will access experiential job training in sustainable agriculture, the culinary arts, and community-based projects. Participants will further build connections to nourishing food through direct experience in the kitchen preparing and enjoying healthy, culturally relevant meals using food they helped grow on the farm. Participants will engage in:
• Farming training and activities that include land preparation, direct sowing and transplanting, irrigation, weed control, crop management, harvesting, and post-harvest handling

11.10 6
• Culinary training activities, including kitchen safety skills, preparing ingredients, knife skills, recipe-development exercises, seasoning tutorials, temperature gauging, meal creation and presentation, and kitchen clean-up.
• Workshops focused on nutritional education, food justice, social justice, environmental justice, Indigenous knowledge, healthy relationships, public speaking and job-seeking skills FoodWhat will contribute to local food security efforts by providing youth with the opportunity to create and take-home harvested Family Produce Boxes home each week. Through online cooking sessions, youth will learn to cook meals at home utilizing produce they’ve grown and meal kits they’ve assembled. Youth will gain experience managing FoodWhat’s affordable farm stand, which brings healthy food into the Pajaro Valley Unified School District, at the community Wellness Center. Additionally, youth will lead and support “Garden BLAST’s,” an initiative focused on supporting the stewardship and maintenance of local school and community gardens in the Watsonville area.

Over the course of two summers, FoodWhat will engage 64 youth in immersive job training. The youth will also access approximately 750 nourishing meals, 800 healthy snacks, and nearly 3,000 pounds of healthy food. Additionally, participants will cultivate soft job skills such as timeliness, follow-through, communication, and team building, preparing them for future career success.

Watsonville Wetlands Watch
During the summer of 2025 and 2026 and one winter program in 2026, WWW will focus on environmental projects that increase climate adaptation and resilience. Fellows participating in this program will contribute to the expansion of the tree canopy and the creation of robust landscapes that can withstand fluvial flooding, sea level rise, and storm surge in the Pajaro Valley. Tree canopy coverage was only 7.8% in the City of Watsonville when WWW launched their urban forestry program in partnership with the City of Watsonville; the target is 30% coverage. Youth will receive hands-on climate and environmental education through fieldwork and additional learning opportunities, including classroom instruction, professional development training, workshops, and site visits to appropriate prospective job locations. Hands-on, skill-building work activities will include:
• Urban Forestry – Tree planting, watering, and maintenance in parks and neighborhoods, on school campuses, and along city streets.
• Native Plant Propagation—Seed collection in wetland and upland environments in the Pajaro Valley to acquire locally adapted seed stock, propagation at our greenhouse and shade house facilities at the Fitz Wetlands Educational Resource Center on the Pajaro Valley High School Campus, and watering, care, and transplanting of plants. • Removal of invasive plants – Weeding and removing invasive plants in restoration and conservation project areas, (totaling over 1,000 acres) and along the 9-mile wetland trail network in Watsonville.
• Habitat restoration—Work on projects to restore native plant communities, wildlife habitats, wetland ponds, and other green infrastructure features in the local wetlands and upland environments.

Through these hands-on work experiences, youth will learn skills and knowledge to prepare them for work in urban forestry, environmental restoration, green infrastructure, landscaping, and nurseries. Last year, WWW propagated and planted over 5,900 native plants. WWW partners, including the City of

11.11 7
Watsonville, Pajaro Valley Unified School District, and Land Trust of Santa Cruz County, will provide project locations around the community for tree planting, school greening, and habitat restoration.

Proposed Start Date and Employment Program
If funding becomes available, all initiatives are expected to begin in June 2025. This grant funding will support a mix of summer and winter employment programs, as well as ongoing full-time equivalent programs offered by our CBO partners through the end of 2026.

Organization/CBOs Focus Areas Type of Employment
City of Santa Cruz Climate Change, Food Insecurity,
Education and Public Service
Full-time equivalent over 18
months
Ecology Action Climate Change and Education Full-time equivalent Program over 12 months
Central Coast Energy Services Climate Change and Education Full-time equivalent over 8 months
FoodWhat Food Insecurity, Education, and
Public Service
Part-Time – 8-Week Summer
Program 2025 & 2026
Watsonville Wetlands Watch Climate Change and Education Part-Time – 12 Week Summer Program 2025 &
2026 and Winter 2026

Section 3: Youth Recruitment/Development
The City of Santa Cruz will work with CBO partners to develop an application and strategy youth fellow recruitment and selection that ensures priority demographics as defined in the Request for Applications are represented in the youth fellows participating in the programming offered through the initiative.

City of Santa Cruz Parks and Recreation Department
The City of Santa Cruz will disseminate program information and recruit a youth fellow through various means, including the City’s youth liaisons, social media, peer-to-peer exchange networks, climate change conferences, workforce development groups, higher education institutions, sustainability newsletters, and the Monterey Bay Climate Justice Collaborative. Mentorship of the youth fellow will include cultivating professional workplace skills and engaging with diverse community members.

Additionally, each CBO will utilize existing resources and relationships to conduct targeted outreach for their programs, pursuant to the jointly developed recruitment strategy.

Central Coast Energy Services
CCES has a long-standing partnership with local community organizations, such as the Santa Cruz Workforce Investment Board, California Conservation Corp, and Center for Employment Training (CET), to foster local job opportunities. CCES will collaborate closely with existing workforce development programs to ensure advanced training opportunities are targeted to individuals from underserved communities seeking a career in clean energy.

Recruitment for the 2025 cohort will utilize a multi-channel approach, including:
• Presentations at trade schools to engage prospective candidates • Digital career opportunity announcements to reach a broad audience

11.12 8
• Targeted campaigns across digital and social media platforms • Press releases to promote open enrollment and program details • Electronic newsletters distributed through our network of social service agencies In last year’s cohort, 75% of the selected participants had previously completed introductory trade school competencies at the CET. Offering vocational school graduates advanced training that not only enhanced their skill level but also provided them with industry experience opening doors to higher-wage employment opportunities in the region.

Ecology Action
To effectively recruit youth fellow participants, Ecology Action will leverage its Volunteer Coordinator and existing community networks to engage fellows. Outreach efforts will include:
• Utilizing established networks, such as the teacher network, to disseminate program information
• Engaging classrooms and reaching out to an email list of 3,000 recipients from platform users.
• Partnering with the Monterey Bay Climate Justice Collaborative and its 40-member organizations to amplify recruitment efforts.
• Conducting targeted outreach to students at California State University Monterey Bay, Cabrillo College, and Hartnell College.
• Hosting tabling events, guest speaking engagements, and collaborating with the University of California Santa Cruz.
• Participating in community internships and job fairs across all counties to maximize visibility and accessibility of the opportunity.

Additionally, Ecology Action will develop a recruitment flyer highlighting the opportunity and distribute it through social media channels, which have proven to be effective engagement tools within the community. These comprehensive outreach strategies will ensure that Ecology Action reaches a diverse youth group and provides them with meaningful opportunities to engage with available programs.

FoodWhat
FoodWhat’s recruitment model relies on long-standing partnerships with local school districts, most notably with the Pajaro Valley Unified School District (PVUSD) and the County Office of Education (Alternative High Schools Program). Recruitment efforts include:
• On-site school presentations, offered in Spanish when needed • School credit incentives to support academic progress • Paid opportunities to make participation financially accessible Watsonville Wetlands Watch
WWW will lead recruitment efforts targeted to encourage participation by residents of Watsonville, a disadvantaged and underserved coastal community of color. Graduates and alumni of the CCLI program and other WWW environmental conservation programs who meet the age criteria for this program will be a targeted audience for recruitment. Many program participants will work while attending high school, local colleges, and universities. The program design of this project will be well aligned with the needs of young adults who need to work during their academic studies, as this is the situation of many low-income individuals in our region, improving our ability to recruit this audience effectively. WWW will also reach

11.13 9
out to partner organizations in alternative education programs to recruit youth facing additional barriers to employment.

Proposed Priority Criteria for Participants
This proposal will adhere to the priority criteria of the grant and does not suggest any alternatives.

Wrap Around Services
No Wrap-around activities have been budgeted as part of this grant. Any wrap-around services offered will be leveraged with other funding sources.

Wages & Length of Time
This proposal unites CBOs from diverse fields to expand youth employment in the region. Each organization/CBO’s program has its own pay rate and duration, targeting different groups with varying interests, while ensuring skill development for all participants.

Organization/CBOs Average Pay Average Length of Time Projected # of Fellows City of Santa Cruz $28.25 3,120 hrs per fellow 1
Central Coast Energy Services $20.25 1,344 hrs per fellow 20 Ecology Action $28.77 2,000 hrs per fellow 3
FoodWhat $18.85 145 hrs per fellow 64
Watsonville Wetlands Watch $20.00 196 hrs per fellow 18 Section 4: Metrics/Outcomes
The City of Santa Cruz will track and report the required metrics on a quarterly and annual basis. Aside from anonymous anecdotal quotes from fellows’ experiences, no additional metrics will be collected.

Section 5: Budget/Staffing/Communications
Proposed Staffing Plan
The City of Santa Cruz will designate one individual to administer the program and collaborate closely with its prime subgrantee (CCES), to ensure grant spending and goals are on track. Additionally, each partner (sub-awardee) involved in delivering services under this grant will assign one staff member as the point of contact and oversee all aspects of their respective program. Each funded program will have at least one direct supervisor responsible for day-to-day participant interactions. Below is the proposed staffing plan that outlines the roles and responsibilities of the program:

1. Program Administrator (PA) (1) – City of Santa Cruz
Role: Oversees the overall administration of the program, ensuring compliance with grant requirements, assists with recruitment strategy and manages its training program offered through the Parks and Recreation Department. Responsibilities Include:
• Monitor the program budget, expenditures, and progress. • Submit quarterly and annual metric reports as well as reimbursement requests. • Facilitate quarterly meetings to assess program performance and organize annual service member convening.
• Conduct training program and manage one fellow.

2. Prime Subgrantee (1) – Central Coast Energy Services Role: Manages sub-awards and disburses payments while administering its training program.

Responsibilities Include:

11.14 10
• Track and report to PA program progress and expenditures. • Collect, review, and compile sub-awardee metric data for PA. • Submit reimbursement requests to PA and redistribute payments to sub-awardees. • Oversee its training program.

3. Subaward CBO Program Managers (3) – Ecology Action, Watsonville Wetlands, FoodWhat Role: Manage program operations at the partner level, acting as the primary point of contact.

Responsibilities Include:
• Oversee implementation of program services.
• Ensure youth participants receive appropriate training and support. • Manage staff involved in training delivery.
• Report monthly progress to the Prime Subgrantee (CCES).

4. Direct CBO Youth Supervisors (4) – CCES, Ecology Action, Watsonville Wetlands, FoodWhat Role: Directly supervise youth participants, providing training, mentorship, and support.

Responsibilities Include:
• Coordinate youth schedules and activities.
• Provide training, feedback, and guidance to youth.
• Ensure safe and productive work environments.

Commitment California Volunteers
The City of Santa Cruz and its CBO partners commit to using the branding developed by California Volunteers for this program and will participate in California Volunteers-organized training and/or curriculum.

Funding Amount Requested
The City of Santa Cruz requests $1,998,776.14 to fund five programs that will provide training opportunities and employment for 106 youth with interests in different sectors.

Administrative costs are budgeted at 9.6% of the total grant, with a portion allocated to each subaward issued. Direct operating expenses will account for 18.1% of the grant, primarily funding program supervision, general operating expenses, and essential supplies. Partners will leverage existing programs and resources to cover any additional operating costs.

Youth wages, benefits, and other costs will comprise 72.3% of the requested funds, with direct pay above minimum wage. Full benefits will be provided to full-time equivalent participants. Any unutilized funds will be reallocated to one or multiple grant partners to expand programs and offer additional youth opportunities, ensuring full grant expenditure.

11.15 Applicant:

Contact information Tiffany Wise-West, PE, PhD (831) 420-5433 [email protected] Items Description Calculation Total Budget % Allocation Cross Check Administrative Costs City of Santa Cruz Administrative and Indirect Costs 4.9% $95,500.00 Central Coast Energy Services - Prime Subcontractor Administrative and Indirect Costs 5.1% $96,296.00 Total $191,796.00 9.60%
I - B. Direct Operating Costs (Must not exceed 30% of Total Award when combined with Section I-A. Administration) Items Description Calculation Total Budget % Allocation Cross Check Outreach Program Outreach Events and Program Information Dissemination through established forums $5,000.00 Total Program Staff Program Supervision, Training Instructors, and Support Average Loaded Rate
$66.28 $244,252.00
Total Supplies Mileage, Training Material, Personal Protective Equipment, Hand Tools 2024 Historical Cost Baseline $38,840.00
General Operating Costs Space Lease & Transportation 2024 Historical Cost Baseline $73,000.00
Total $361,092.00 27.66%
# Requested Hourly Salary # of Hours Total Budget % Allocation Cross Check 1 Recreational Coordinator - City of Santa Cruz $28.25 3,120 $88,140.00 20 Energy Efficiency Trainees - Central Coast Energy Services $20.25 26,880 $544,320.00 3 Climate Action Coordinators - Central Coast Energy Services through Ecology Action $28.77 6,000 $172,620.00 64 Youth Services Fellows - Central Coast Energy Services through FoodWhat $18.85 9,288 $175,078.80 18 Youth Services Fellows - Central Coast Energy Services through Watsonville Wetlands Watch $20.00 3,528 $70,560.00 106 $1,050,718.80 52.57%
Items Description Calculation Total Budget
FICA for Fellows
City of Santa Cruz Leveraged with City of Santa Cruz funds 0.00% $0.00 Central Coast Energy Services Average FICA for Fellows 6.50% $51,187.50 Worker's Compensation
City of Santa Cruz Leveraged with City of Santa Cruz funds 0.00% $0.00 Central Coast Energy Services Average Worker's Comp Rate for Fellows 13.00% $125,135.24 Health Care
City of Santa Cruz Health Care Insurance 22.76% $20,060.66 Central Coast Energy Services Average Health Care Rate for Full Time Equivalent Fellows 12.75% $100,406.25 Retirement
City of Santa Cruz PERS Enrollment 25.82% $22,757.75
Central Coast Energy Services Average 403B/401k Contribution for Full Time Equivalent Fellows 3.25% $23,300.55 PTO Accrual and Other Benefits
City of Santa Cruz EAP, Life, LTD Dental, Vision, Medicare, SDI, UI 6.49% $5,720.29 Central Coast Energy Services Average PTO and other Benefits for Full Time Equivalent Fellows 6.50% $46,601.10 Total $395,169.34
Items Description Calculation Total Budget % Allocation Cross Check Contractual Services
Staff Time
Total $ - 0.0%
Total Budget Request $1,998,776.14
Total # of Fellows 106
Partner Status (Proposed or Secured) Contractual Amount Central Coast Energy Services - Prime Subcontractor Secured $ 1,100,184.86 Ecology Action - Subaward Secured $ 280,767.06
FoodWhat?! - Subaward Secured $ 250,078.80
Watsonville Wetlands Watch- Subaward Secured $ 127,066.72 Total $ 1,758,097.44
List of Partners
CaliforniansForAll Youth Service Corps
City of Santa Cruz
I - A. Administration (Must Not Exceed 10% of Total Award) II. Youth Service Corps Fellow Wages (must be at least 50% of grant amount) III. CaliforniansForAll Youth Workforce Fellows - Other Fellow Costs IV. Program Wrap-Around Services (Not to Exceed 40% of Total Award)

11.16 _________________________________________________________________________________________________________________________ _________________________________________________________________________________________________________________________ State of California—Department of General Services, Procurement Division Solicitation Number_____________________ GSPD–05–105 (REV 08/09)

BIDDER DECLARATION

1. Prime bidder information (Review attached Bidder Declaration Instructions prior to completion of this form):
a. Identify current California certifcation(s) (MB, SB, NVSA, DVBE): ____________ or None ____ (If “None”, go to Item #2) b. Will subcontractors be used for this contract? Yes ___ No ___ (If yes, indicate the distinct element of work your frm will perform in this contract e.g., list the proposed products produced by your frm, state if your frm owns the transportation vehicles that will deliver the products to the State, identify which solicited services your frm will perform, etc.). Use additional sheets, as necessary. c. If you are a California certifed DVBE: (1) Are you a broker or agent? Yes ___ No ___ (2) If the contract includes equipment rental, does your company own at least 51% of the equipment provided in this contract (quantity and value)? Yes ___ No ___ N/A ___

2. If no subcontractors will be used, skip to certifcation below. Otherwise, list all subcontractors for this contract. (Attach additional pages if necessary):

Subcontractor Name, Contact Person,
Phone Number & Fax Number
Subcontractor Address
& Email Address
CA Certifcation (MB, SB,
NVSA, DVBE or None)
Work performed or goods provided
for this contract
Corresponding
% of bid price
Good
Standing?
51%
Rental?
CERTIFICATION: By signing the bid response, I certify under penalty of perjury that the information provided is true and correct.

Page_____ of _____
CV25-YSC01 ✔
✔
City of Santa Cruz will manage contract with the State, provide overall oversight for project and take responsibility for deliverables and reporting. City of Santa Cruz will also host a fellow, providing training, salary and benefits for 18 months.

Central Coast Energy
Services
Julie Garcia
(831)761-7995
Fax (831)728-0535
PO BOX 2707 Watsonville,
CA 95077
Julie.Garcia@energyservices.
org
None Project management, fellow
management, provision of
climate related training 88%
✔
1 1
Docusign Envelope ID: 23E98071-6BD2-473C-B124-060F370321C1

11.17 Subcontractor Name, Contact Person, Phone Number & Fax Number—List each element for all subcontractors.
• Possessesvalidlicense(s) foranylicense(s)orpermits requiredbythesolicitation orbylaw Enter “No” if the subcontractor is a California certifed DVBE providing rental equipment but the subcontractordoes NOTown at least51%of therentalequipment (quantityandvalue) it willbeproviding.

State of California—Department of General Services, Procurement Division GSPD–05–105 (REV 08/09) Instructions
BIDDER DECLARATION Instructions
All prime bidders (the frm submitting the bid) must complete the Bidder Declaration.

1.a. Identify all current certifcations issued by the State of California. If the prime bidder has no California certifcation(s), check the line labeled “None” and proceed to Item #2. If the prime bidder possesses one or more of the following certifcations, enter the applicable certifcation(s) on the line:
• Microbusiness (MB)
• Small Business (SB)
• Nonprofit Veteran Service Agency (NVSA)
• Disabled Veteran Business Enterprise (DVBE)

1.b. Mark either “Yes” or “No” to identify whether subcontractors will be used for the contract. If the response is “No”, proceed to Item #1.c. If “Yes”, enter on the line the distinct element of work contained in the contract to be performed or the goods to be provided by the prime bidder. Do not include goods or services to be provided by subcontractors.

Bidders certifed as MB, SB, NVSA, and/or DVBE must provide a commercially useful function as defned in Military and Veterans Code Section 999 for DVBEs and Government Code Section 14837(d)(4)(A) for small/ microbusinesses.

Bids must propose that certifed bidders provide a commercially useful function for the resulting contract or the bid will be deemed non-responsive and rejected by the State. For questions regarding the solicitation, contact the procurement offcial identifed in the solicitation.

Note: A subcontractor is any person, frm, corporation, or organization contracting to perform part of the prime’s contract.

1.c. This item is only to be completed by businesses certifed by California as a DVBE. (1) Declare whether the prime bidder is a broker or agent by marking either “Yes” or “No”. The Military and Veterans Code Section 999.2 (b) defnes “broker” or “agent” as a certifed DVBE contractor or subcontractor that does not have title, possession, control, and risk of loss of materials, supplies, services, or equipment provided to an awarding department, unless one or more of the disabled veteran owners has at least 51-percent ownership of the quantity and value of the materials, supplies, services, and of each piece of equipment provided under the contract.
(2) If bidding rental equipment, mark either “Yes” or “No” to identify if the prime bidder owns at least 51% of the equipment provided (quantity and value). If not bidding rental equipment, mark “N/A” for “not applicable.”

2. If no subcontractors are proposed, do not complete the table. Read the certifcation at the bottom of the form and complete “Page ___ of ___” on the form.

If subcontractors will be used, complete the table listing all subcontractors. If necessary, attach additional pages and complete the “Page ___ of ___” accordingly.

2. (continued) Column Labels
Subcontractor Address & Email Address—Enter the address and if available, an Email address.

CA Certifcation (MB, SB, NVSA, DVBE or None)—If the subcontractor possesses a current State of California certifcation(s), verify on this website (www.eprocure.pd.dgs.ca.gov).

Work performed or goods provided for this contract—Identify the distinct element of work contained in the contract to be performed or the goods to be provided by each subcontractor. Certifed subcontractors must provide a commercially useful function for the contract. (See paragraph 1.b above for code citations regarding the defnition of commercially useful function.) If a certifed subcontractor is further subcontracting a greater portion of the work or goods provided for the resulting contract than would be expected by normal industry practices, attach a separate sheet of paper explaining the situation.

Corresponding % of bid price—Enter the corresponding percentage of the total bid price for the goods and/or services to be provided by each subcontractor. Do not enter a dollar amount.

Good Standing?—Provide a response for each subcontractor listed. Enter either “Yes” or “No” to indicate that the prime bidder has verifed that the subcontractor(s) is in good standing for all of the following:
• If acorporation,thecompanyisqualifiedtodobusiness in CaliforniaanddesignatedbytheState of California Secretary of State to be in good standing • PossessesvalidStateofCaliforniacertification(s) if claiming MB,SB,NVSA,and/or DVBEstatus 51% Rental?—This pertains to the applicability of rental equipment. Based on the following parameters, enter either “N/A” (not applicable),“Yes” or “No” for each subcontractor listed.

Enter “N/A” if the:
• Subcontractor is NOTa DVBE(regardlessof whetheror not rentalequipment isprovidedbythe subcontractor) or
• Subcontractor is NOTprovidingrentalequipment (regardlessof whetheror not subcontractor isa DVBE)
Enter “Yes” if the subcontractor is a California certifed DVBE providing rental equipment and the subcontractor owns at least 51% of the rental equipment (quantity and value) it will be providing for the contract.

Read the certifcation at the bottom of the page and complete the “Page ___ of ___” accordingly.

Docusign Envelope ID: 23E98071-6BD2-473C-B124-060F370321C1

11.18 STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES

CALIFORNIA CIVIL RIGHTS LAWS ATTACHMENT OFFICE OF LEGAL SERVICES DGS OLS 04 (Rev. 01/17)
Pursuant to Public Contract Code section 2010, a person that submits a bid or proposal to, or otherwise proposes to enter into or renew a contract with, a state agency with respect to any contract in the amount of $100,000 or above shall certify, under penalty of perjury, at the time the bid or proposal is submitted or the contract is renewed, all of the following:

1. CALIFORNIA CIVIL RIGHTS LAWS: For contracts executed or renewed after January 1, 2017, the contractor certifies compliance with the Unruh Civil Rights Act (Section 51 of theCivil Code) and the Fair Employment and Housing Act (Section 12960 of the Government Code); and

2. EMPLOYER DISCRIMINATORY POLICIES: For contracts executed or renewed after January 1, 2017, if a Contractor has an internal policy against a sovereign nation or peoples recognized by the United States government, the Contractor certifies that such policies arenot used in violation of the Unruh Civil Rights Act (Section 51 of the Civil Code) or the Fair Employment and Housing Act (Section 12960 of the Government Code).

CERTIFICATION
I, the official named below, certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

By (Authorized Signature)
Printed Name and Title of Person Signing
Executed in the County of Executed in the State of
Date Executed
Proposer/Bidder Firm Name (Printed) Federal ID Number
City of Santa Cruz EIN: 94-6000427 Matt Huffaker, City Manager Santa Cruz CA Docusign Envelope ID: 6BE6A999-4B3E-4425-AE6C-5C622CEDE29F 3/18/2025

11.19 City of Santa Cruz

BUDGET ADJUSTMENT REQUEST
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 Clear Form
2025
04/02/2025 NS-30,xxx
The requested CA Volunteers funds, if awarded, would expand and implement five programs, led by the City of Santa Cruz, Central Coast Energy Services , Ecology Action, FoodWhat, and Watsonville Wetlands Watch . The City of Santa Cruz Parks and Recreation Department will fund a full-time youth fellow for the role of Recreation Coordinator, with the responsibility of expanding food security programs across five community gardens. Central Coast Community Energy will conduct educational programming that combines classroom and hands-on experience with its Weatherization Assistance Programs, preparing youth for a career in the green energy sector. Through its Resilient Central Coast campaign, Ecology Action will train youth fellows to educate the broader community about clean energy, sustainability, and inspire change towards reducing the carbon footprint in our locale. FoodWhat will provide youth fellows with hands-on job training in sustainable agriculture, while also receiving fresh produce for themselves and families, and distributing it to the community. Watsonville Wetlands Watch will provide youth with hands-on work in native plant propagation, invasive species removal, tree planting, habitat restoration, tree planting, and zone greening in public spaces. 101-10-03-1217-43210 g1025XX-126-1177-0 CA Volunteers Youth Service Corps Grant 1,998,776 1,998,776
101-10-03-1217-56960 CA Volunteers Youth Service Corps Grant 1,998,776 1,998,776
0 Tiffany
Wise-West
Digitally signed by
Tiffany Wise-West
Date: 2025.04.02
11:21:37 -07'00'
Michelle
Templeton
Digitally signed by
Michelle Templeton
Date: 2025.04.15
06:40:29 -07'00'
Emily
Burton
Digitally signed
by Emily Burton
Date: 2025.04.04
11:15:08 -07'00'
Elizabet
h Cabell
Digitally signed by
Elizabeth Cabell
Date: 2025.04.04
11:09:49 -07'00' 11.20
City Council

AGENDA REPORT
DATE: 03/28/2025
AGENDA OF: 04/22/2025
DEPARTMENT: City Manager
SUBJECT: Approval to Join the Declaration of Support for the Blue City Network (CM)
LOCATION: Citywide
RECOMMENDATION: Motion to approve the inclusion of the City of Santa Cruz as an endorsing city on the Declaration of Support from Certified Blue Cities of California.

BACKGROUND: For nearly 5 years, the City of Santa Cruz has been a certified member of the Blue City Network, a program developed by Project O to recognize municipalities that demonstrate leadership in protecting waterways and oceans. This certification reflects Santa Cruz’s ongoing commitment to sustainability, environmental stewardship, and the health of its coastal ecosystems. As a Blue City, Santa Cruz participates in peer-exchange convenings on coastal protection topics and serves as a model for other cities aiming to prioritize environmental responsibility and sustainable practices.

DISCUSSION: To support the Network’s expansion along the West Coast into Oregon and Washington, the program has developed a "Declaration of Support" (see Attachment) and has requested endorsement by its certified member cities. The letter is intended to demonstrate unified backing of the Blue City Network's mission and encourage other cities to join the certification program. Securing the participation of all certified cities as endorsers is critical to ensuring the declaration conveys the strength and credibility of the Network’s collective commitment. Approval of this request will reaffirm Santa Cruz’s leadership in sustainability, contribute to the program’s successful outreach, and further the shared goal of advancing environmental stewardship among municipalities.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: Does not require CEQA review as it does not meet the definition of a Project under CEQA as it does not have a potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment.

HEALTH IN ALL POLICIES (HiAP): This action supports the HiAP pillar of sustainability.

Many required measures for Blue City certification are consistent with the measures and actions in the Climate Action Plan 2030. Approval of endorsing this declaration will also support coastal resilience, a priority of the City’s Local Hazard Mitigation and Climate Adaptation Plan

12.1 2025-2030 and other coastal planning documents, by promoting and advocating for ocean protections across the West Coast of the United States.

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:

Tiffany Wise-West, PE
Sustainability and Resiliency
Officer
Submitted By:

Michelle Templeton
Assistant City Manager
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. DECLARATION OF SUPPORT FROM CERTIFIED BLUE CITIES OF CALIFORNIA.PDF

12.2 Declaration of Support from Certified Blue Cities of California We, the undersigned certified Blue Cities of California, affirm our collective commitment to the Blue City Network, an impactful initiative led by the non-profit organization Project O. As members of this forward-thinking network, our cities—Manhattan Beach, Imperial Beach, Santa Monica, Solana Beach, Malibu, Hermosa Beach, Carmel-by-the-Sea, Alameda, Santa Cruz, Chula Vista, Goleta, Encinitas, San Clemente, and Del Mar—have completed the Blue City certification process.

The Blue City Network offers a comprehensive, data-driven approach that empowers cities to assess, enhance, and innovate their sustainability and ocean conservation efforts. This prestigious certification honors cities that are making significant contributions to safeguarding our oceans while promoting the well-being of their communities.

Blue City certification’s primary benefit is forming a cohort of California coastal cities committed to being recognized for their environmental leadership. By joining this group, certified cities enhance their reputation as responsible stewards of the environment and bolster their standing in grant applications and funding opportunities. This collective recognition amplifies our local efforts while providing crucial support to smaller cities and counties that may lack the resources to implement sustainability initiatives independently.

By participating in the Blue City Network, we have gained access to resources, collaborative opportunities, and a supportive community of cities and organizations with a shared dedication to preserving our waterways and oceans.

We strongly advocate for the continued support and growth of the Blue City Network. Together, we will continue making a lasting difference in safeguarding our oceans and securing a sustainable future for generations to come.

On behalf of the Certified Blue Cities of California,

12.3 City Council

AGENDA REPORT
DATE: 04/03/2025
AGENDA OF: 04/22/2025
DEPARTMENT: City Manager
SUBJECT: Severe Weather Shelter Program (CM)
LOCATION: Citywide
RECOMMENDATION: Motion to approve a Memorandum of Understanding with the County of Santa Cruz for $140,000 to support the operation of a Severe Weather Shelter Program from December 1, 2024, through March 31, 2025.

BACKGROUND: Historically, the countywide Winter Shelter Program was funded through the County’s Continuum of Care (COC) and operated as a night-only congregate shelter available exclusively during the winter months. In April 2019, the City and County partnered to expand the program into a year-round, night-only shelter to better address the ongoing need for emergency housing. During the COVID-19 pandemic, the Severe Winter Shelter Program was integrated into the broader emergency shelter initiatives, which remained in operation until June 2022.

Recognizing the ongoing need for year-round emergency shelter, the City of Santa Cruz established two 24/7 programs: (1) 1220 River Street Community Transitional Camp and (2) City Overlook Shelter in 2022. In response to severe weather events, the City also provided temporary emergency shelter beyond these existing programs. In Fiscal Year (FY) 2023-2024, the City collaborated with the County, and the City of Watsonville to operate severe weather shelters in both the cities of Santa Cruz and Watsonville. The extreme weather shelter program operated at the Santa Cruz Veteran’s Memorial Hall and Depot Park Freight Building in Santa Cruz, and at the Veteran’s Hall in Watsonville. Collectively, these three sites provided capacity for up to 110 overnight participants. Last year, the severe weather shelter operated for 15 nights, with management and operational support provided by People First of Santa Cruz County, a local nonprofit. According to data from the Homeless Management Information System (HMIS), these shelters served over 200 unique individuals for at least one night during the winter storm season.

DISCUSSION: In recent years, the City Council has allocated funding—either through state funding (FY 2023-2024) or the general fund (FY 2025)—to support a Severe Weather Shelter Program. In collaboration with Santa Cruz County and the City of Watsonville, the City of Santa Cruz will implement this shared shelter program to provide emergency shelter during extreme weather conditions.

13.1 The Severe Weather Shelter Program operates between December 1 and March 31 and is activated under the following conditions:

1. Two or more consecutive days with predicted temperatures at or below 38°F

2. A formal flood warning due to anticipated heavy rainfall

3. County-issued evacuation orders for excessive rainfall within coastal watersheds of Santa Cruz County.

The County of Santa Cruz Office of Response, Recovery, and Resiliency (OR3) serves as the lead administrative agency, and consults with participating Cities on all activation decisions.

In the City of Santa Cruz, the severe weather shelter program will operate at the Santa Cruz Veteran’s Memorial Hall and/or other comparable locations, with capacity to serve approximately 70 people. The program will also operate at the Veteran’s Hall in Watsonville, with a capacity to serve up to 40 people through a similar agreement between the County of Santa Cruz and the City of Watsonville. The County of Santa Cruz will subcontract with People First of Santa Cruz County for management and operational support of the shelter sites. When activated, People First ensures a safe and secure environment for shelter residents. This program strengthens regional efforts to provide life-saving shelter and support to vulnerable individuals during extreme weather events.

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

HEALTH IN ALL POLICIES (HiAP): HiAP is a collaborative framework designed to improve population health by integrating health considerations into decision-making processes across sectors and policy areas. HiAP is built on three core pillars: equity, public health, and sustainability. Its primary goal is to ensure that policymakers fully consider the health, equity, and sustainability impacts of various policy options during development.

The proposed program aligns with HiAP principles by promoting public health and equity, ensuring that lower-income individuals have access to life-saving shelter during extreme weather conditions. By prioritizing the welfare of vulnerable populations, this initiative reinforces commitment to a healthier, more resilient community.

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: The City Council authorized the funding for a severe weather shelter program in the FY 2025 Budget from the General Fund in the amount of $142,000. In addition to the City’s contribution, the County is contributing $130,000, and the City of Watsonville is contributing $60,000. This budget is based upon 20 nights of operation of the severe weather shelter at the rate described in Exhibit A. The City and County will equally share the costs of operation. Any funds from the MOU that are not utilized during this winter season may be placed in a trust account for use in covering future severe weather sheltering or as a Continuum of Care (CoC) contribution to be used in the following year, if mutually agreed

13.2 upon. The County of Santa Cruz will provide an accounting of expenses related to this MOU by June 30, 2025.

Prepared By:

Larry Imwalle
Homelessness Response
Manager
Submitted By:

Michelle Templeton
Assistant City Manager
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. CITY COUNTY MOU.PDF

2. EXHIBIT A - VENDOR RATE SCHEDULE.DOCX

13.3 1

AGREEMENT BETWEEN

THE COUNTY OF SANTA CRUZ AND

THE CITY OF SANTA CRUZ
FOR

SEVERE WINTER WEATHER SHELTER SERVICES
THISAGREEMENT(hereafter called “Agreement”) between the County of Santa Cruz (hereafter called “County”) and the City of Santa Cruz (hereafter called “City”), is executed with the effective date of December 1, 2024. County and City may be referred to individually as a “Party” and collectively, as the “Parties.”

RECITALS
WHEREAS, the Parties named above have identified a need in Santa Cruz County for expanded emergency shelter capacity for people experiencing homelessness during periods of severe winter weather; and
WHEREAS, the Parties acknowledge severe winter weather shelters are distinct from disaster-response shelters created during times of formal disaster declarations issued by agencies of government during times of natural or other disaster that impact the health and safety of all County residents; and
WHEREAS, the Parties acknowledge that during formal disasters, disaster response shelters must not discriminate against individuals in need of disaster assistance based on their economic or housing status prior to the declaration of a disaster according to Section 308 of the Federal Stafford Act1; and
WHEREAS, the Parties define severe winter weather as a weather event occurring between December 1 and March 31st when one or more of the following occur: (1) The National Weather Service issues a forecast of two or more consecutive days with average overnight low temperatures at or below 38F within the County’s urban services boundary; (2) The National Weather Service issues a formal flood warning due to excessive forecasted rains for two or more consecutive days anywhere in the County; or (3) The County of Santa Cruz issues evacuation orders due to excessive forecasted rains within the coastal watersheds of Santa Cruz County; and WHEREAS, the Parties agree that the Director of the County Office of Response, Recovery, and Resilience or their designee will determine when severe winter weather shelters should open and will provide at least 24 hours and preferably 48 hours’ notice of the need to open severe winter weather shelter sites to key designated staff in the City, County, and a contracted operator of the sites; and
WHEREAS, County will make the Veterans’ Memorial Hall in the City of Santa Cruz or comparable site available for use as severe winter weather shelter; and

1 https://www.fema.gov/sites/default/files/2020-03/stafford-act_2019.pdf Docusign Envelope ID: F91EB88A-003A-42E0-981A-AFCC91F56B0A

13.4 2

AGREEMENT
NOW, THEREFORE, City and County agree to incorporate the above Recitals hereto, and agree to the following:

A. Duties and Responsibilities

1. City shall contribute an amount not to exceed $140,000 within thirty (30) calendar days after execution of this Agreement to the Severe Winter Weather Shelter Fund (as defined in Section 7 below).

2. County shall contribute an amount not to exceed $130,000 to the Severe Winter Weather Shelter Fund.

3. County shall make the Veterans’ Memorial Hall in the City of Santa Cruz or comparable location(s) (as determined by both Parties) available for use as shelter site to be used for severe winter weather (hereinafter the “Shelter Site”).

4. County shall contract with People First of Santa Cruz County to provide management and operational support services at the Shelter Site during activation.

5. County shall supply the Shelter Site(s) with cots and will be responsible for facilitycosts associated with shelter operations such as utilities and general maintenance outside the scope of work with People First of Santa Cruz County.

6. The Parties shall not provide transportation to participants to the Shelter Site as part of this Agreement.

7. County will place and hold the total amount of contributed funds from County and City (as referenced in paragraphs 1 and 2) into a County-managed trust account (referred to herein as the “Severe Winter Weather Shelter Fund”) for use to cover the costs associated with:
a) People First of Santa Cruz County for severe winter weather shelter services, and
b) Property damage costs resulting from the shelter operations for the Veterans’ Memorial Hall in the City of Santa Cruz.

The proposed funding is anticipated to cover shelter expenses for twenty (20) full-day operational periods. The funds contributed by the City and the County to the Severe Winter Weather Shelter Fund shall be used equally by County for severe winter sheltering service during the term of this Agreement. The Parties acknowledge and agree that Exhibit A, attached hereto and incorporated herein, sets forth the rate schedule for shelter services provided by People First of Santa Cruz County.

8. The Parties may exercise the option to approve the use of any unutilized funds from the Severe Winter Weather Shelter Fund from this Fiscal Year 2024-2025 to cover future severe winter weather sheltering costs to be used in Fiscal Year July 1, 2025 – June 30, 2026. On or before May 30, 2025, City and County must mutually agree in Docusign Envelope ID: F91EB88A-003A-42E0-981A-AFCC91F56B0A

13.5 3
writing on the proposed use of any remainder of the Severe Winter Weather Shelter Fund. If the Parties do not reach an agreement by that date regarding any unutilized funds in the Severe Winter Weather Shelter Fund, the Parties shall be entitled to reimbursement of the portion of its financial contribution for services not yet received.

9. All use of funds relating to this severe winter weather program shall be subject to verification with County providing accounting to City of the use of City funds upon request and at least on an annual basis at the end of the fiscal year, June 30, 2025.

10. Unless this Agreement is amended in writing, the Parties’ total collective contributions to the program shall not be increased beyond the amounts outlined above.

B. Term and Termination.

1. Unless modified or terminated with at least thirty (30) calendar days prior written notice to the other Party, this Agreement expires on June 30, 2025. The Parties may modify and/or extend the terms of this Agreement via a written amendment signed by both Parties.

2. Upon termination, the Parties will each be responsible for payment of the services up to the effective termination date; and the Parties shall be entitled to a reimbursement of the portion of its financial contribution for services not yet received.

3. All indemnity and record retention obligations shall survive termination of this Agreement.

C. Indemnity Obligations.

1. Vendor Indemnity Requirement.

In any contracts related to severe winter weather shelter services between County and a third-party vendor, the third-party vendor must be required to defend, indemnify, and hold harmless City and County and their respective related parties.

Any such contract between the County and a third-party vendor shall contain the following or similar language:
a) To the fullest extent permitted by law, [Vendor] agrees to indemnify, defend, and hold harmless the City of Santa Cruz and the County of Santa Cruz, and each entity’s respective officials, officers, agents, employees and volunteers (collectively “Indemnitees”) from and against:
i. Any and all claims, action, demands, injury, judgment, losses, damages, defense costs, or liability of any kind or nature (“Losses”) arising out of, caused by, resulting from, or in any manner related to the negligence, recklessness, or willful misconduct of [Vendor], or [Vendor’s] officers, employees, agents, or subcontractors, or related to the [Vendor’s] performance under the terms of this Contract. [Vendor’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.

Such indemnification includes any damage to the person(s), or property(ies) Docusign Envelope ID: F91EB88A-003A-42E0-981A-AFCC91F56B0A

13.6 4
of [Vendor] and third persons.
ii. Any and all Federal, State, and Local taxes, charges, fees, or contributions required to be paid with respect to [Vendor] and [Vendor’s] officers, employees and agents engaged in the performance of this Contract (including, without limitation, unemployment insurance, social security and payroll tax withholding).

2. Indemnity Requirement between City and County.
a) For the purpose of indemnification between City and County, each Party (“Indemnitor”) agrees to defend, indemnify, and hold harmless the other Party to this Agreement, and the other Party’s respective officials, officers, employees, agents, and volunteers (“Indemnitees”) from any claims, demands, damages, and liability of any kind or nature, including attorneys’ fees and costs (collectively “Claims”), which any Indemnitees may sustain or incur or which may be imposed upon it, but only in proportion to and to the extent that such Claims result from, arise out of, or in any manner are caused by the negligent or intentional acts or omissions of the Indemnitor or the Indemnitor party’s officials, officers, employee(s) and/or agents relating to this Agreement.
b) For the purpose of indemnification between City and County, each Party shall be responsible for the acts or omissions of its respective participating personnel and shall incur liabilities arising out of the acts or omissions of its respective personnel while participating in the severe winter weather shelter service program.
c) Any personnel assigned to assist with the severe winter weather shelter shall be deemed to be continuing under the employment of their respective jurisdiction and shall have the same powers, duties, privileges, responsibilities, and immunities as are conferred upon them as an employee of their respective public agency.
d) The obligations under this Section C.2. of the Agreement shall survive expiration or termination of this Agreement to the fullest extent permitted by law.

D. Vendor’s Insurance. County shall require that City and its respective officials, officers, directors, volunteers, and employees be named as an additional insured in all its thirdparty vendor contracts for shelter services related to severe winter weather that are partially funded by City. Vendor must be required to provide adequate insurance coverage limits, subject to the Parties’ approval. Proof of insurance must be verified by County, kept on file, and provided to City.

Docusign Envelope ID: F91EB88A-003A-42E0-981A-AFCC91F56B0A

13.7 5
E. License Agreement Required for Use of City Facilities. Should the Parties choose to use City-owned or operated facilities for the purpose of providing shelter during severe winter weather, the County’s third-party vendor will be required to enter into a license agreement with the City.

F. General Terms

1. No Assignment. No Party to this Agreement can assign any portion of this Agreement without the other Parties’ prior written consent, unless otherwise stated herein.

2. No Third-Party Rights. This Agreement is not intended, and shall not be construed, to create any right, benefit, or enforceable law, substantive or procedural, for any third party against any Parties to this Agreement, the State of California, the United States, or the officers, employees, agents, or other associated personnel thereof.

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

4. Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of California.

5. Counterparts. This Agreement may be executed in counterparts, and when each Party has signed and delivered at least one such counterpart, each one shall be deemed an original and, when taken together with other signed counterparts, shall constitute one agreement, which shall be binding on and effective regarding all Parties. Facsimile and scanned signatures have the same force and effect as original signatures.

6. 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.

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

8. 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURES APPEAR ON FOLLOWING PAGE]
Docusign Envelope ID: F91EB88A-003A-42E0-981A-AFCC91F56B0A

13.8 6
IN WITNESS WHEREOF, the Parties have executed this Agreement, which is effective as set forth above.

BY
Matt Huffaker Date
City of Santa Cruz
BY
David Reid, Director Date
County of Santa Cruz
Office of Response, Recovery & Resilience
APPROVED AS TO FORM:

Office of the City Attorney
Date

APPROVED AS TO FISCAL
PROVISIONS:

City of Santa Cruz Finance Director
Date
APPROVED AS TO FORM:

Office of County Counsel
Date
APPROVED AS TO INSURANCE:

Santa Cruz County Risk Manager
Date
Docusign Envelope ID: F91EB88A-003A-42E0-981A-AFCC91F56B0A 3/12/2025 3/12/2025

13.9 Certificate Of Completion
Envelope Id: F91EB88A-003A-42E0-981A-AFCC91F56B0A Status: Completed Subject: Complete with Docusign: 2025-03-06 City of Santa Cruz and County of Santa Cruz Severe Winter We...

Source Envelope:

Document Pages: 6 Signatures: 2 Envelope Originator:

Certificate Pages: 5 Initials: 0 Annie Puckett
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
701 Ocean Street
Santa Cruz, CA 95060
[email protected]
IP Address: 63.194.190.100
Record Tracking
Status: Original
3/12/2025 1:28:45 PM
Holder: Annie Puckett
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: FedRamp
Storage Appliance Status: Connected Pool: County of Santa Cruz Location: Docusign Signer Events Signature Timestamp
John Nguyen
[email protected]
Lead Assistant County County Counsel
Security Level: Email, Account Authentication
(None) Signature Adoption: Uploaded Signature Image
Using IP Address: 76.126.28.101
Sent: 3/12/2025 1:30:11 PM
Viewed: 3/12/2025 1:57:19 PM
Signed: 3/12/2025 1:59:07 PM
Electronic Record and Signature Disclosure:

Accepted: 6/12/2024 8:53:19 AM
ID: cff2bd5b-d3a4-40f2-aa61-cc2de5bbd9e3
Gina Borasi
[email protected]
Risk Manager
County of Santa Cruz
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 24.6.202.106
Sent: 3/12/2025 1:59:08 PM
Viewed: 3/12/2025 4:08:19 PM
Signed: 3/12/2025 6:14:09 PM
Electronic Record and Signature Disclosure:

Accepted: 12/18/2023 9:38:58 AM
ID: 5f1392e5-7eb7-47e8-b6a6-baa8d5c3b8c6
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps

13.10 Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/12/2025 1:30:11 PM
Certified Delivered Security Checked 3/12/2025 4:08:19 PM Signing Complete Security Checked 3/12/2025 6:14:09 PM
Completed Security Checked 3/12/2025 6:14:09 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

13.11 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, County of Santa Cruz (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 2/28/2022 5:23:37 PM Parties agreed to: John Nguyen, Gina Borasi

13.12 Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

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13.14 Exhibit A – Rate Schedule
Shelter Costs Rate
Staff & Administrative Costs $3,138 Per Day/Per Site
Operational Costs $683 Per Day/Per Site
Facilities & Supplies $569 Per Day/Per Site
10% People First Santa Cruz County Agency Fee $440 Per Day/ Per Site

13.15 City Council

AGENDA REPORT
DATE: 04/02/2025
AGENDA OF: 04/22/2025
DEPARTMENT: Economic Development and Housing
SUBJECT: State Permanent Local Housing Allocation (PLHA) Commitment to the Downtown Library Affordable Housing Project (EDH)
LOCATION: District 4
RECOMMENDATION: Motion to:
1) Adopt a resolution to commit funding from the California State Department of Housing and Community Development (“HCD”) Permanent Local Housing Allocation (PLHA) Program in an amount of $679,800 for Downtown Library Affordable Housing Project (DLAHP), an eligible affordable housing project; and
2) Authorize the City Manager, designee, or the Economic Development and Housing Director to execute related PLHA documents; and
3) Authorize staff from the Economic Development and Housing Department to submit the request for funds.

BACKGROUND: Efforts leading to the proposed development of the subject site began over a decade ago with the Santa Cruz Public Libraries initiating a comprehensive facilities master planning process culminating in a Library Master Plan in 2014. Between 2014 and 2021, numerous council advisory and sub committees reviewed and provided guidance for the future mixed-use project and ultimately directed the City to build a new Library on the downtown lot between Lincoln and Cathcart streets, commonly known as Lot 4, instead of rehabilitating the existing downtown library located on Church Street. Following the culmination of multiple public meetings and hearings the City Council approved the Downtown Library Affordable Housing Project (“DLAHP" or "Project”), a mixed-use project including 124 units of affordable housing with a mix of affordability for households with an average median income that does not exceed 60% of Area Median Income (AMI) for our area.

In 2021, the City released a request for proposal (“RFP”) to solicit an affordable housing developer partner and selected a joint proposal from For The Future Housing, Inc. and Eden Housing, Inc. (collectively “Developer”) to build the Project. For the Future Housing and Eden Housing partnered to form DTLMU Investors L.P., a California limited partnership, as a joint venture to serve as the legal entity responsible to execute loan agreements and leases.

14.1 On March 14, 2023, City Council approved several entitlements related to the DLAHP, located at 113 & 119 Lincoln Street to develop 124 units of affordable housing, a new downtown branch library, parking garage, childcare center, and commercial uses. The permits approved included a nonresidential demolition authorization permit, special use permit, heritage tree removal permit, design permit, density bonus request, and lot line adjustment. The City owns both the parcels at 119 Lincoln Street (APN 005-141-21) and 113 Lincoln Street (APN 005-141-11).

The City and/or the Project has received grant funding including the State Housing & Community Development’s Local Housing Trust Fund ($3.805 million), Affordable Housing Trust Fund ($1.75 million) Central Coast Community Energy Grant ($240,000.00), an Affordable Housing Sustainable Communities (“AHSC”) award ($33.5 million), a Regional Early Action Planning Grant (REAP 2.0) award ($169,380.00), a US Department of Housing and Urban Development (HUD) CHDO HOME award ($1,700,621.00) and a Fiscal Year 2023 federal grant of ($2 million).

In 2017, the State of California passed a 15-bill housing package to address the state’s housing shortage and high housing costs. This included the Building Homes and Jobs Act (SB 2, 2017), which established a $75 recording fee on real estate documents. Seventy percent of these recording fees were to be set aside for a Permanent Local Housing Allocation (PLHA) program.

The PLHA program is overseen by the State’s Department of Housing and Community Development (HCD).

The basis for funding allocations to jurisdictions partially depends on whether or not a jurisdiction receives Community Development Block Grant (CDBG) funds directly from the federal Department of Housing and Urban Development (HUD). For these participating jurisdictions, including the City, PLHA grants will be allocated annually based proportionally on HUD CDBG funding formulas as a basis through an over-the-counter annual application process.

Under these requirements, HCD estimated that total funding for the City over a five-year period would be $1,588,464. The City committed 2019 and 2020 PLHA funding in the amount of $676,239 for purchase of the Putney Perry building, a parcel used in the construction of Pacific Station South. Additional PLHA funding has been awarded to the City for 2021 and 2022 PLHA funding in the amounts of $452,837 and $226,963, respectively for a total of $679,800. The City can apply for a fifth year of $174K of 2023 PLHA funding for Fiscal Year (FY) 2026 after the remaining awarded PLHA funding is drawn to below $500K per State HCD requirements.

The PLHA funds for years beyond calendar year 2023 have yet to be determined, as every year’s allocation depends on the number of real estate transactions and corresponding fees collected in the preceding year and HCD has not yet provided calculations for calendar year 2024. Once the already awarded funds are spent to below $500K, the City will be eligible to apply for the fifth program year within the approved five-year plan and staff will bring to City Council a new fiveyear plan for funding beyond the current plan in calendar year 2026.

As part of the PLHA application process, the City submitted an over-the-counter grant application to HCD which included a resolution for approval from the City Council as well as a City Council approved five-year PLHA Plan for use of funds, which were brought to City Council on June 23, 2020. The PLHA Plan allocated the estimated $1.5M of PLHA funds over 5 years for affordable housing construction for the Pacific Station South Redevelopment, Pacific Station North Redevelopment and the Downtown Library Affordable Housing Project (DLAHP),

14.2 with 100% of the funding going to the affordable housing construction activity. The five-year plan was approved by HCD, which issued an award letter on October 21, 2020.

With the DLAHP ready to commence construction, staff recommends a minimum of $276K and up to $679,800 be committed to the DLAHP to replace a portion of HOME/CHDO funds that would trigger the Federal Build America Buy America (BABA) policy; a policy that would have the potential to negatively impact the timing of the project and significantly increase costs of the total project for a small funding commitment. No other federal sources or other funding sources currently have this burden or policy requirement to satisfy. The HOME funds will be allocated to another project. Staff will be working with the Developer to determine the final amount of PLHA funds needed to cover Affordable Housing related expenses, less administration costs and reallocate any remaining funds that are available to other Affordable Housing projects.

DISCUSSION: Permanent Local Housing Allocation (PLHA) Program: In order for HCD to disburse the funds and consider the funds committed, HCD is requiring the exact use and funding amount which was previously allocated in the City’s budget to be specifically committed in a PLHA resolution. While City Council previously approved the PLHA application plans with projects and approved the allocations part of the annual budget process, HCD requires a resolution to specify the exact funding amount being requested for disbursement for any projects.

The City’s budget process is not adequate to fulfill the HCD requirement because the budget resolution does not call out each expense and funding source in separate resolutions.

Staff recommend that the City Council pass the attached resolution for PLHA to specifically commit the $679,800 of available year 3 and 4 funds and to allow for the funds to be requested from State HCD. This will also allow the City to receive the already budgeted revenue which cannot be drawn without the resolution. Lastly, commitment and use of the funds are necessary for PLHA, as it is a requirement to utilize each year’s funding before subsequent years can be accessed. Once the funds are specifically committed by resolution and spent, the City can apply for future funding of the current five-year plan nearing its end and submit an updated/new fiveyear plan for additional out years.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: On June 26, 2012, City Council certified the CEQA Environmental Impact Report for the City’s General Plan 2030 (“General Plan EIR”). On November 14, 2017, City Council certified a supplemental CEQA Environmental Impact Report for amendments to the Downtown Plan (“Downtown Specific Plan EIR”) to address additional environmental impacts specific to downtown development. Following these certifications, on March 16, 2023, the City filed a CEQA Notice of Exemption (“NOE”) for the Downtown Library and Affordable Housing Project with both the Clerk of the Board for Santa Cruz County and the Office of Planning and Research. This NOE affirmed that the Project is exempt from further environmental review under CEQA. The approval of this resolution is consistent with the approvals for the Project, including the bases for determining the entirety of the Project activities are categorically exempt from CEQA.

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

14.3 DLAHP supports the pillar of equity by providing a destination public facility, childcare, commercial facility, and affordable residential rental units on a site in the City’s downtown urban core, in an area that is improved with sidewalks and street trees near public transportation, commercial goods and services, and recreational areas.

With the Project located downtown, it encourages a sustainable and healthy lifestyle by allowing residents to walk, cycle, and ride to the job center and commercial uses in the downtown vicinity. By providing 100% affordable rental apartments, this will not only help the City with a more sustainable supply of rental housing but will also help create a more inclusive equitable community.

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 impact to the General Fund by the approval of the recommended actions. Once the development is complete, significant enhancement to the downtown urban core will be achieved including improved sidewalks and bikeways adjacent to the project, a childcare facility, new commercial spaces, replacement parking supply, a new modernized accessible Downtown Library, and much-needed affordable housing; achieving many policy goals of the City Council to enhance the vitality and economy of downtown. The City will receive increased revenue from future commercial tenants in the Project and the Downtown Parking District will receive a revenue stream from the managed parking supply.

The funds have been awarded to the City and previously budgeted in project g512103 PLHA.

Prepared By:

Brian W. Borguno,
Development Manager
Tiffany Lake, Development
Manager
Submitted By:

Bonnie Lipscomb
Director of Economic
Development and Housing
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. RESOLUTION TO AUTHORIZE COMMITMENT OF PLHA ALLOCATION TO DLAHP.DOCX

14.4 RESOLUTION NO. NS-30,XXX

RESOLUTION FOR THE CITY COUNCIL OF THE CITY OF SANTA CRUZ

AUTHORIZING DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT FOR

PERMANENT LOCAL HOUSING FUNDING ALLOCATION FOR DOWNTOWN

LIBRARY AFFORDABLE HOUSING PROJECT
The City Council of the City of Santa Cruz, a California Municipal Corporation, hereby consents to, adopts and ratifies the following resolution:

WHEREAS, the State Housing and Community Development Department (“Department” or “HCD”) is authorized to provide up to $296 million under the SB 2 Permanent Local Housing Allocation (PLHA) Program Formula Component from the Building Homes and Jobs Trust Fund for assistance to Cities and Counties (as described in Health and Safety Code section 50470 et seq.(Chapter 364, Statutes of 2017 (SB 2)); and
WHEREAS, the City of Santa Cruz, a California municipal corporation, (the “City”) is an eligible local government who has applied for program funds to administer one or more eligible activities, or a Local or Regional Housing Trust Fund to whom an eligible local government delegated its PLHA formula allocation; and
WHEREAS, on June 23, 2020, City Council approved the five-year PLHA plan, submitted to HCD, which budgeted the first five years of PLHA funding for Affordable Housing with an approved use for Affordable Housing Development for three sites: Pacific Station South, Pacific Station North and the Library Mixed Use affordable housing projects and the City was authorized and directed to receive the PLHA grant, in an amount not to exceed the five-year estimate of the PLHA formula allocations; and
WHEREAS, the City agreed to use the PLHA funds for eligible activities as approved by HCD and in accordance with all Program requirements, Guidelines, other rules and laws, as well as in a manner consistent and in compliance with the Standard Agreement and other contracts between the City and HCD; and
WHEREAS, the City of Santa Cruz City Manager, designee, or Economic Development and Housing Director were authorized to execute the PLHA Program Application, the PLHA Standard Agreement and any subsequent amendments or modifications thereto, as well as any other documents which were related to the Program or the PLHA grant awarded to the City; and WHEREAS, the City previously committed and received $264,744 of PLHA 2019 (Fiscal Year (FY) 2021) funding, and $411,495 of PLHA 2020 (FY 2022) for the Pacific Station South project and applied for and was awarded additional funding for PLHA 2021 and PLHA 2022 in the amounts of $452,837 and $226,963 for years 3 and 4 of the five-year plan from PLHA previously estimated by HCD at $1,588,4641 but which may be more or less than this estimate; and
WHEREAS, the City was awarded a five-year estimated amount of $1,588,4641 and the Department approved the City’s five-year funding plan that included the Downtown Library

14.5 RESOLUTION NO. NS-30,XXX
2 Affordable Housing Project (“DLAHP” or “Project”) as an eligible affordable housing project; and
WHEREAS, the City will execute a Land Lease and a Regulatory Agreement for the DLAHP restricting the occupancy and rents of the project for a term of at least 55 years; and WHEREAS, the City is committing $679,800 to the DLAHP that includes multi-family housing in the form of a loan to the developer from PLHA 2021 and 2022.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA CRUZ DOES HEREBY FIND, DETERMINE, RESOLVE AND DIRECT AS FOLLOWS:

1. The City is committing up to $679,800 of PLHA funds from HCD pursuant to the above referenced loan to developer and as outlined in the 5-year PLHA plan approved on June 23, 2020, and previously approved for the FY 2023 and FY 2024 budget.

2. The City of Santa Cruz, Economic Development and Housing Department is hereby authorized and directed to submit the Requests for Reimbursements to HCD for the PLHA grant(s) for $679,800 of the above affordable housing project.

3. The City of Santa Cruz City Manager1, designee, or the Economic Development and Housing Director are authorized to execute the PLHA Program Application, the PLHA Standard Agreement and any subsequent amendments or modifications thereto, as well as any other documents which are related to the Program or the PLHA grant awarded to the City, as HCD may deem appropriate.

PASSED AND ADOPTED this 22nd day of April 2025 by the following vote:

AYES:

NOES:

ABSENT:

DISQUALIFIED:

APPROVED: ________________________________
Fred Keeley, Mayor
ATTEST: ________________________________
Bonnie Bush, City Clerk Administrator
1 Santa Cruz City Charter, Section 1416 specifies, in relevant part, that “[a]ll contracts or purchase orders … not governed by Section 1415, and for purchases of supplies, materials, or equipment shall be executed by the City Manager or the City Manager’s designee…

14.6 Brittany Inclan
From: [email protected]
Sent: Saturday, April 19, 2025 1:20 PM
To: City Council
Cc: Bonnie Bush
Subject: City Council Meeting; RE Downtown Library and Affordable Housing Project Dear City Council Members,
My comments are in regard to the April 22, 2025 meeting agenda items:

14. State Permanent Local Housing Allocation (PLHA) Commitment to the Downtown Library Affordable Housing Project (EDH)

16. Resolution to Accept and Appropriate the Award from the State Affordable Housing Sustainable Communities (AHSC) Program for the Downtown Library and Affordable Housing Project (ED

19. 2025 Parking Revenue Bonds for Public Parking Project as part of the Downtown Library Mixed Use Project (FN/PW/EDH)

32. Tax Equity and Fiscal Responsibility (TEFRA) Hearing and Resolution regarding Conduit Financing for the Downtown Library Affordable Housing Project (EDH)
I am writing to express enthusiastic support for the Downtown Library and Affordable Housing Development Project. This initiative represents a significant and positive step for our community, and we appreciate the diligent efforts of the city staff and partners who have contributed to its progress.

We encourage swift adoption of these items.

Thank you for your ongoing commitment to this essential development.

Sincerely,
Lynn Marcus-Wyner, Esq.

Secretary and Board Member
Friends of the Santa Cruz Public Libraries

14.7 Brittany Inclan
From: Deborah Peronto <[email protected]>
Sent: Sunday, April 20, 2025 5:11 PM
To: City Council; Bonnie Bush
Subject: Re: 4/22/2025 Meeting Agenda
Dear City Council Members,
My comments are in regard to the April 22, 2025 meeting agenda items:

14. State Permanent Local Housing Allocation (PLHA) Commitment to the Downtown Library Affordable Housing Project (EDH)

16. Resolution to Accept and Appropriate the Award from the State Affordable Housing Sustainable Communities (AHSC) Program for the Downtown Library and Affordable Housing Project (ED

19. 2025 Parking Revenue Bonds for Public Parking Project as part of the Downtown Library Mixed Use Project (FN/PW/EDH)

32. Tax Equity and Fiscal Responsibility (TEFRA) Hearing and Resolution regarding Conduit Financing for the Downtown Library Affordable Housing Project (EDH)
I am writing to express enthusiastic support for the Downtown Library and Affordable Housing Development Project. This initiative represents a significant and positive step for our community, and we appreciate the diligent efforts of the city staff and partners who have contributed to its progress.

We encourage swift adoption of these items.

Thank you for your ongoing commitment to this essential development.

Best Regards,
Deborah Peronto
Board Member, Friends of the Santa Cruz Public Libraries

14.8 Brittany Inclan
From: Robin Holland <[email protected]>
Sent: Monday, April 21, 2025 9:14 AM
To: City Council; Bonnie Bush
Subject: Support for the Downtown Library and Affordable Housing Development Project Dear City Council Members,
This email is in regard to these April 22, 2025 meeting agenda items:

14. State Permanent Local Housing Allocation (PLHA) Commitment to the Downtown Library Affordable Housing Project (EDH)

16. Resolution to Accept and Appropriate the Award from the State Affordable Housing Sustainable Communities (AHSC) Program for the Downtown Library and Affordable Housing Project (ED

19. 2025 Parking Revenue Bonds for Public Parking Project as part of the Downtown Library Mixed Use Project (FN/PW/EDH)

32. Tax Equity and Fiscal Responsibility (TEFRA) Hearing and Resolution regarding Conduit Financing for the Downtown Library Affordable Housing Project (EDH) I am writing to express enthusiastic support for the Downtown Library and Affordable Housing Development Project. This initiative represents a significant and positive step for our community, and we appreciate the diligent efforts of the city staff and partners who have contributed to its progress.

We encourage swift adoption of these items.

Thank you for your ongoing commitment to this essential development.

Sincerely,
Robin Holland
Board Member, Friends of the Santa Cruz Public Libraries

14.9 City Council

AGENDA REPORT
DATE: 04/03/2025
AGENDA OF: 04/22/2025
DEPARTMENT: Economic Development and Housing
SUBJECT: Coastal Conservancy Resilience Grant Program for the Santa Cruz Wharf Resilience Upgrades and Improvements Project (EDH)
LOCATION: District 4
RECOMMENDATION: Motion to adopt a resolution amending the Fiscal Year 2025 budget to appropriate funds, in the amount of $1,766,000, to the Wharf Resilience Improvements Project (c512501).

BACKGROUND: On February 27, 2025 City Council adopted a resolution authorizing and directing staff to apply for and accept $6,893,700 in grant funds from the California Coastal Conservancy for the Santa Cruz Wharf Resilience Upgrades and Improvements Project; and, authorizing the City Manager or his designee to appropriate funds not to exceed total project cost of $8,527,600, and to execute any agreements, documents, or project modifications necessary for acceptance and implementation of the grant.

The grant funded items are:

ITEMS BUDGET
Rehab of Outer East Parking Lot $3,190,000
Entrance Gates/Widening (Design, Permits, + Construction) $1,020,700 East Promenade (Design + Permitting) $1,180,000
South Landing (Design + Permitting) $450,000
Small Boat Landing (Design + Permitting) $800,000
Wharf Interpretive Plan $100,000
Project + Grant Mgmt. $153,000
TOTAL $6,893,700
Since that approval, the City has been awarded an additional $1,766,000. This funding is intended to extend the Rehab of the Outer East Parking Lot into the rebranded East Side Reinforcement project, extending all the way to the end of the Wharf.

DISCUSSION: Acceptance of the additional award will deliver improvements to strengthen the resilience of the Wharf and will advance several public access features in the Wharf Master Plan

15.1 to a grant and shovel ready state. Together these improvements will help prepare the Wharf for climate change, expand public access, and increase recreational opportunities.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION:

Implementation of the East Side Reinforcement Project is consistent with the Santa Cruz Wharf Five-Year Maintenance Plan (Maintenance Plan), which was approved for a Coastal Development Permit by the California Coastal Commission on September 9, 2021. The Commission’s review, analysis, and decision-making process for CDPs and CDP amendments has been certified by the Secretary of the Natural Resources Agency as being the functional equivalent of the environmental review required by CEQA (CCR Section 15251(f)). A CEQA exemption for the Maintenance Plan was also filed on June 30, 2019 under Categorical Exemption Section 15301(d).

HEALTH IN ALL POLICIES (HiAP): The Climate Ready grant supports the City’s Health in All Policies Framework by improving the resiliency of the Wharf and reducing threats to human health and property from adverse environmental conditions. Additionally, future construction of public access improvements like the East Promenade and boat landings designed and permitted with this grant, will encourage more active transportation and water sport access for visitors.

These activities have been shown to promote positive health outcomes.

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: No FISCAL IMPACT DESCRIPTION: The acceptance of the additional award in the amount of $1,766,000 will not impact the City’s General Fund. The award will be appropriated to the Wharf Resilience Improvements Project (c512501). Staff time and capacity will need to be directed toward implementation of the projects and grant management, some of which may be eligible for reimbursement under the grant.

Prepared By:

David McCormic
Development Manager
Submitted By:

Bonnie Lipscomb
Director of Economic
Development
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. BUDGET ADJUSTMENT.PDF

15.2 City of Santa Cruz

BUDGET ADJUSTMENT REQUEST
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 Clear Form
2025
04/22/2025
Appropriate new funds awarded from the State Coastal Conservancy to the Wharf Resilience Improvements project (c512501). 311-51-80-9990-43257 c512501-255-1041-0 Wharf Resilience Improvements 1,766,000 1,766,000
311-51-80-9990-57390 c512501-100-2020-0 Wharf Resilience Improvements 1,766,000 1,766,000
0 David
McCormic
Digitally signed by
David McCormic
Date: 2025.04.03
12:36:07 -07'00'
Bonnie
Lipscomb
Digitally signed by
Bonnie Lipscomb
Date: 2025.04.03
08:48:24 -07'00'
Emily
Burton
Digitally signed
by Emily Burton
Date: 2025.04.04
09:47:37 -07'00'
Elizabet
h Cabell
Digitally signed by
Elizabeth Cabell
Date: 2025.04.04
10:24:45 -07'00' 15.3
City Council

AGENDA REPORT
DATE: 04/02/2025
AGENDA OF: 04/22/2025
DEPARTMENT: Economic Development and Housing
SUBJECT: Resolution to Accept and Appropriate the Award from the State Affordable Housing Sustainable Communities (AHSC) Program for the Downtown Library and Affordable Housing Project (EDH)
LOCATION: District 4
RECOMMENDATION: Motion to:
1) Adopt a resolution authorizing the City of Santa Cruz to execute the loan and grant documents and appropriate the grant award for the Downtown Library and Affordable Housing Project; and 2) Authorize the City Manager, or the Economic Development and Housing Director, to accept, and appropriate grant funds from the California Strategic Growth Council (SGC), as awarded, through the Round 7 State Affordable Housing and Sustainable Communities Grant Program (AHSC); and,
3) Direct the City Manager or the Economic Development and Housing Director to negotiate, execute, enter into, and deliver any necessary contracts, agreements, documents, amendments, in a form to be approved by the City Attorney for the Downtown Library Affordable Housing Project, AHSC Grant and Loan awarded funds; and take any other actions necessary to implement the AHSC funded project(s), in an aggregate amount not to exceed the grant award of $33,502,820.

BACKGROUND: Efforts leading to the proposed development of the subject site began over a decade ago with the Santa Cruz Public Libraries initiating a comprehensive facilities master planning process culminating in a Library Master Plan in 2014. Between 2014 and 2021, numerous council advisory and sub committees reviewed and provided guidance for the future mixed-use project and ultimately directed the City to build a new Library on the downtown lot between Lincoln and Cathcart streets, commonly known as Lot 4, instead of rehabbing the existing downtown library located on Church Street. Following the culmination of multiple public meetings and hearings, the City Council approved the Downtown Library Affordable Housing Project (“DLAHP" or "Project”), a mixed-use project including 124 units of affordable housing with a mix of affordability for households with an average median income that does not exceed 60% of Area Median Income (AMI) for our area.

16.1 In 2021, the City released a request for proposal (“RFP”) to solicit an affordable housing developer partner and selected a joint proposal from For The Future Housing, Inc. and Eden Housing, Inc. (collectively “Developer”) to build the Project. For the Future Housing and Eden Housing partnered to form DTLMU Investors L.P., a California limited partnership, as a joint venture to serve as the legal entity responsible to execute loan agreements and leases.

On March 14, 2023, City Council approved several entitlements related to the DLAHP, located at 113 & 119 Lincoln Street to develop 124 units of affordable housing, a new downtown branch library, parking garage, childcare center, and commercial uses. The permits approved included a nonresidential demolition authorization permit, special use permit, heritage tree removal permit, design permit, density bonus request, and lot line adjustment. The City owns both the parcels at 119 Lincoln Street (APN 005-141-21) and 113 Lincoln Street (APN 005-141-11).

The City and/or the Project has received grant funding including the State Housing & Community Development’s Local Housing Trust Fund ($3.805 million), Affordable Housing Trust Fund ($1.75M), Central Coast Community Energy Grant ($240,000.00), an Affordable Housing Sustainable Communities (“AHSC”) award ($33.5 million), a Regional Early Action Planning Grant (REAP 2.0) award ($169,380.00), a US Department of Housing and Urban Development (HUD) CHDO HOME award ($1,700,621.00) and a Fiscal Year 2023 federal grant ($2M). Per State funding requirements, the City needs to enter into a lease(s) with the Developer to use the awarded funds and to apply for any future funds.

On March 28, 2023, City Council Resolution No. NS- 30,125 was adopted authorizing the City Manager to enter into lease(s) and authorizing the Economic Development and Housing Director to execute any amendments or documents needed thereto of a non-substantive nature, in forms approved by the City Attorney, for real property located at 119 Lincoln Street (APN 005-141-21) between the City of Santa Cruz and DTLMU Investors, L.P. (a California Limited Partnership), and/or or its affiliate(s), for the previously approved DLAHP on the site. The City then entered into an Option to Lease Agreement for the purposes of applying for the California Strategic Growth Council (SGC), Round 7 State Affordable Housing and Sustainable Communities Grant Program (AHSC) grant as a co applicant with the Developer and the Santa Cruz Metropolitan Transit District (METRO) along with any future grant opportunities.

The California Strategic Growth Council (SGC) and HCD issued a Notice of Funding Availability (NOFA) dated January 30, 2023, and amended March 15, 2023, for the availability of approximately $750 million in funding for Round 7 of the AHSC Program with an application deadline of April 4, 2023. The AHSC Program funds loans or grants, or a combination thereof, to projects that achieve significant greenhouse gas emission reductions, particularly through increasing accessibility to affordable housing and key destinations via low-carbon transportation, such as transit, walkable neighborhoods, and bikeways or trails. AHSC funding is highly competitive, requiring projects to score full points and meet tiebreaker requirements to qualify for funding.

The Project received an AHSC award for $33,502,820 with an award letter dated September 1, 2023. Under the AHSC Program, the Project was awarded a Program loan to the Developer in an amount not to exceed $22,500,000 for Affordable Housing Development and Housing Related Infrastructure and a Program grant in an amount not to exceed $11,002,820 to the City and METRO for transit infrastructure, anti-displacement funding and related sustainable active

16.2 transportation infrastructure, for an aggregate amount not to exceed $33,502,820 (collectively “AHSC Award”).

On May 14, 2024, following acquisition of 113 Lincoln Street, and to maintain compliance with funding awards inclusive of the AHSC award, the City Council adopted Resolution No. NS30,331 ratifying the Amended and Restated Option to Lease Agreement, authorizing the City Manager to enter into lease(s) once terms of the Option Agreement have been satisfied by the developer and authorizing the Economic Development and Housing Director to execute any amendments or documents needed thereto of a non-substantive nature, in forms approved by the City Attorney, for real property located at 119 Lincoln Street (APN 005-141-21) and 113 Lincoln Street (APN 005-141-11) between the City of Santa Cruz and DTLMU Investors, L.P. (a California Limited Partnership), and/or or its affiliate(s), for the previously approved DLAHP.

The Department of Housing and Community Development (HCD) is ready to move forward with execution of the standard agreements for the AHSC award requiring a resolution from both the co applicants, the City of Santa Cruz and METRO respectively. City Council approved Resolution No NS- 30,446 (Attachment 2), however, following further review by HCD revisions were requested to the resolution to meet their requirements to move forward with executing the standard agreement.

DISCUSSION: The revised resolution updates the dates of the NOFA issuance including the amended NOFA and further updates the signature signing authority and entities. Approval of the revised resolution would allow staff to accept and appropriate the funds awarded and to enter into any necessary agreements for the AHSC Awards required by HCD CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: On June 26, 2012, City Council certified the CEQA Environmental Impact Report for the City’s General Plan 2030 (“General Plan EIR”). On November 14, 2017, the City Council certified a supplemental CEQA Environmental Impact Report for amendments to the Downtown Plan (“Downtown Specific Plan EIR”) to address additional environmental impacts specific to downtown development. Following these certifications, on March 16, 2023, the City filed a CEQA Notice of Exemption (“NOE”) for the Downtown Library and Affordable Housing Project with both the Clerk of the Board for Santa Cruz County and the Office of Planning and Research. This NOE affirmed that the Project is exempt from further environmental review under CEQA. The approval of this resolution is consistent with the approvals for the Project, including the bases for determining the entirety of the Project activities are categorically exempt from CEQA.

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 DLAHP supports the pillar of equity by providing a destination public facility, childcare, commercial facility, and affordable residential rental units on a site in the City’s downtown urban core, in an area that is improved with sidewalks and street trees near public transportation, commercial goods and services, and recreational areas.

16.3 With the Project located downtown, it encourages a sustainable and healthy lifestyle by allowing residents to walk, cycle, and ride to the job center and commercial uses in the downtown vicinity. By providing 100% affordable rental apartments, this will not only help the City with a more sustainable supply of rental housing but will also help create a more inclusive equitable community.

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 impact to the General Fund by the approval of the recommended actions. Once the development is complete, significant enhancement to the downtown urban core will be achieved, including improved sidewalks and bikeways adjacent to the project, a childcare facility, new commercial spaces, replacement parking supply, a new modernized accessible Downtown Library, and much-needed affordable housing, achieving many policy goals of the City Council to enhance the vitality and economy of downtown. The City will receive increased revenue from future commercial tenants in the Project and the Downtown Parking District will receive a revenue stream from the managed parking supply.

Additionally, the awarded AHSC grant funds will go towards the City related Sustainable Transportation Infrastructure, Transportation Related Amenities, and Housing Project Programs, as identified in the grant award and this will be budgeted in the FY 2026 budget process. A budget adjustment is not being attached to this City Council item as EDH staff have been coordinating with Public Works staff to budget for City Projects and Programs funded by AHSC in the regular FY 2026 budget cycle
Prepared By:

Brian W. Borguno
Development Manager
Submitted By:

Bonnie Lipscomb
Director of Economic
Development and Housing
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. RESOLUTION - AHSC STATE FUNDING REVISED.DOCX

2. RESOLUTION NO. NS-30,446.PDF

16.4 RESOLUTION NO. NS-30,XXX

RESOLUTION FOR THE CITY COUNCIL OF THE CITY OF SANTA CRUZ

AUTHORIZING THE CITY OF SANTA CRUZ TO EXECUTE THE LOAN AND GRANT

DOCUMENTS AND APPROPRIATE THE GRANT AWARD FOR THE DOWNTOWN

LIBRARY AFFORDABLE HOUSING PROJECT FOR LOAN AND GRANT FUNDS FROM

THE STATE AFFORDABLE HOUSING AND SUSTAINABLE COMMUNITIES (AHSC) PROGRAM IN AN AGGREGATE AMOUNT NOT TO EXCEED $33,502,820 The City Council of the City of Santa Cruz, a California Municipal Corporation, (“Applicant”) hereby consents to, adopts and ratifies the following resolution:

WHEREAS, the Affordable Housing and Sustainable Communities (AHSC) Program, established under Division 44, Part 1 of the Public Resources Code section 75200 et seq., provides grants and/or loans that will achieve greenhouse gas emissions reductions and benefit disadvantaged communities by increasing accessibility of affordable housing and sustainable transportation; and
WHEREAS, the AHSC Program is administered by the Strategic Growth Council (SGC) and implemented by the California Department of Housing and Community Development (Department); and
WHEREAS, the State of California, SGC, and the Department issued a Notice of Funding Availability under the AHSC Program dated January 30, 2023, and amended March 15, 2023, with an application deadline of April 4, 2023; and
WHEREAS, in connection with the Downtown Library Affordable Housing Project (“Project”), Eden Housing, Inc., For the Future Housing, Inc. with the City of Santa Cruz (City) and the Santa Cruz Metropolitan Transit District (METRO) as joint applicants (collectively as “Applicants”), applied for a maximum award not to exceed $33,502,820 in AHSC Program funds, of which up to $22,500,000 will be requested as a loan (the “AHSC Loan”) to the DTLMU Investors, L.P. a California limited partnership (Borrower) for the Project and up to $11,002,820 will be requested as a grant to the Project & Applicants for Sustainable Transportation Infrastructure (STI), Transit-Related Amenities (TRA) or Program (PGM) activities (collectively, “AHSC Grant”), as defined in the AHSC Program Guidelines and NOFA; and WHEREAS, The Project and Applicants received an AHSC award from SGC with an award letter dated September 1, 2023, for an aggregate amount of $33,502,820 and are working with the Department on implementation.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA CRUZ DOES HEREBY FIND, DETERMINE, RESOLVE AND DIRECT AS FOLLOWS:

Section 1. Applicants are hereby authorized and directed to accept and appropriate the award, or its designee or assignee, from the Department and the AHSC Program as detailed in the

16.5 RESOLUTION NO. NS-30,XXX
2 Application and in the NOFA dated January 30, 2023 amended March 15, 2023, for Round 7 in a total amount not to exceed $33,502,820, of which up to $22,500,000 was awarded as an AHSC Loan for the Project, up to $11,002,820 was awarded as an AHSC Grant to the Project. The Applicants are hereby authorized and directed to enter into, execute, and deliver a State of California Standard Agreement (Standard Agreement), and any and all other documents required or deemed necessary or appropriate to secure the AHSC Program funds from the Department, and all amendments thereto (collectively, the “AHSC Documents”).

Section 2. Applicants shall be subject to the terms and conditions as specified in the Standard Agreement. Funds are to be used for allowable capital asset project expenditures to be identified in Exhibit A of the Standard Agreement. The application in full is incorporated as part of the Standard Agreement. Any and all activities funded, information provided, and timelines represented in the application are enforceable through the Standard Agreement.

Section 3. The City Manager, or their designee1 are authorized to execute in the name of the City, the AHSC Documents, including any agreements, amendments, contracts, or other such documents as required by the Department for participation in the AHSC Program or for implementation of the AHSC Loan and Grant Projects as defined.

PASSED AND ADOPTED this 22nd day of April 2025 by the following vote:

AYES:

NOES:

ABSENT:

DISQUALIFIED:

APPROVED: ________________________________
Fred Keeley, Mayor
ATTEST: ________________________________
Bonnie Bush, City Clerk Administrator
1 Santa Cruz City Charter, Section 1416 specifies, in relevant part, that “[a]ll contracts or purchase orders … not governed by Section 1415, and for purchases of supplies, materials, or equipment shall be executed by the City Manager or the City Manager’s designee…”

16.6 16.7

16.8 Brittany Inclan
From: [email protected]
Sent: Saturday, April 19, 2025 1:20 PM
To: City Council
Cc: Bonnie Bush
Subject: City Council Meeting; RE Downtown Library and Affordable Housing Project Dear City Council Members,
My comments are in regard to the April 22, 2025 meeting agenda items:

14. State Permanent Local Housing Allocation (PLHA) Commitment to the Downtown Library Affordable Housing Project (EDH)

16. Resolution to Accept and Appropriate the Award from the State Affordable Housing Sustainable Communities (AHSC) Program for the Downtown Library and Affordable Housing Project (ED

19. 2025 Parking Revenue Bonds for Public Parking Project as part of the Downtown Library Mixed Use Project (FN/PW/EDH)

32. Tax Equity and Fiscal Responsibility (TEFRA) Hearing and Resolution regarding Conduit Financing for the Downtown Library Affordable Housing Project (EDH)
I am writing to express enthusiastic support for the Downtown Library and Affordable Housing Development Project. This initiative represents a significant and positive step for our community, and we appreciate the diligent efforts of the city staff and partners who have contributed to its progress.

We encourage swift adoption of these items.

Thank you for your ongoing commitment to this essential development.

Sincerely,
Lynn Marcus-Wyner, Esq.

Secretary and Board Member
Friends of the Santa Cruz Public Libraries

16.9 Brittany Inclan
From: Deborah Peronto <[email protected]>
Sent: Sunday, April 20, 2025 5:11 PM
To: City Council; Bonnie Bush
Subject: Re: 4/22/2025 Meeting Agenda
Dear City Council Members,
My comments are in regard to the April 22, 2025 meeting agenda items:

14. State Permanent Local Housing Allocation (PLHA) Commitment to the Downtown Library Affordable Housing Project (EDH)

16. Resolution to Accept and Appropriate the Award from the State Affordable Housing Sustainable Communities (AHSC) Program for the Downtown Library and Affordable Housing Project (ED

19. 2025 Parking Revenue Bonds for Public Parking Project as part of the Downtown Library Mixed Use Project (FN/PW/EDH)

32. Tax Equity and Fiscal Responsibility (TEFRA) Hearing and Resolution regarding Conduit Financing for the Downtown Library Affordable Housing Project (EDH)
I am writing to express enthusiastic support for the Downtown Library and Affordable Housing Development Project. This initiative represents a significant and positive step for our community, and we appreciate the diligent efforts of the city staff and partners who have contributed to its progress.

We encourage swift adoption of these items.

Thank you for your ongoing commitment to this essential development.

Best Regards,
Deborah Peronto
Board Member, Friends of the Santa Cruz Public Libraries

16.10 Brittany Inclan
From: Robin Holland <[email protected]>
Sent: Monday, April 21, 2025 9:14 AM
To: City Council; Bonnie Bush
Subject: Support for the Downtown Library and Affordable Housing Development Project Dear City Council Members,
This email is in regard to these April 22, 2025 meeting agenda items:

14. State Permanent Local Housing Allocation (PLHA) Commitment to the Downtown Library Affordable Housing Project (EDH)

16. Resolution to Accept and Appropriate the Award from the State Affordable Housing Sustainable Communities (AHSC) Program for the Downtown Library and Affordable Housing Project (ED

19. 2025 Parking Revenue Bonds for Public Parking Project as part of the Downtown Library Mixed Use Project (FN/PW/EDH)

32. Tax Equity and Fiscal Responsibility (TEFRA) Hearing and Resolution regarding Conduit Financing for the Downtown Library Affordable Housing Project (EDH) I am writing to express enthusiastic support for the Downtown Library and Affordable Housing Development Project. This initiative represents a significant and positive step for our community, and we appreciate the diligent efforts of the city staff and partners who have contributed to its progress.

We encourage swift adoption of these items.

Thank you for your ongoing commitment to this essential development.

Sincerely,
Robin Holland
Board Member, Friends of the Santa Cruz Public Libraries

16.11 City Council

AGENDA REPORT
DATE: 04/02/2025
AGENDA OF: 04/22/2025
DEPARTMENT: Fire
SUBJECT: Fire Consolidation Feasibility Study Memorandum of Understanding (MOU) between the City of Santa Cruz, Scotts Valley Fire Protection District, Central Fire District of Santa Cruz, and Santa Cruz Local Agency Formation Commission (FD)
LOCATION: Citywide
RECOMMENDATION: Motion to approve a resolution authorizing and directing the City Manager to execute the Fire Consolidation Feasibility Study Memorandum of Understanding (MOU) between the City of Santa Cruz, Scotts Valley Fire Protection District, Central Fire District of Santa Cruz, and Santa Cruz Local Agency Formation Commission.

BACKGROUND: Historically, the sole responsibility of a fire department was the prevention, control and suppression of structure fires within their respective jurisdictions. Over the last 50 years, demands have expanded significantly to include complex structure fire suppression, wildland firefighting, emergency medical response (EMS), advanced life support (ALS), technical rescue, hazardous materials response/mitigation (HAZMAT), marine safety, vegetation management, amongst others. Fire agencies throughout the state have been challenged in meeting the ever-growing demands of the communities they serve. As services and responsibilities have expanded, the funding, staffing and overall support for these additional technical operations have not been able to keep pace. To combat these realities, many agencies have moved toward shared service agreements or full-scale consolidations. A fire consolidation feasibility study is conducted as a mechanism to provide a thorough review of current systems, assessment of operational consolidation, assessment of jurisdictional consolidation, and feasibility analysis and recommendations.

The fire service in Santa Cruz County has overlapping services amongst its many jurisdictions.

Multiple professional fire departments and districts in the county duplicate efforts and are faced with funding challenges and operational limitations that could potentially be resolved through shared service agreements. Discussions between the City of Santa Cruz, Central Fire District (Central Fire), and Santa Cruz Local Agency Formation Commission (LAFCO) began in early 2023 and initial meetings commenced in July of 2023; where intentions were set to explore shared service options and to allow all parties, including labor and elected officials and bodies, to stay informed and participate in the process. An important and informative first step for a fire consolidation feasibility study is conducting a Community Risk Assessment: Standards of Cover

17.1 and Deployment Analysis (SOC). It was determined that when both jurisdictions had completed a SOC, a fire consolidation feasibility study would follow. Central Fire completed their SOC in 2017. The City of Santa Cruz initiated a SOC in 2024 and expects to present their findings to City Council in 2025. In November of 2024, Scotts Valley Fire Protection District (Scotts Valley Fire) expressed both interest and support from their board and respective labor group to participate in exploring shared services through the study with the City of Santa Cruz, Central Fire, and LAFCO and was added to the MOU in 2025.

DISCUSSION: The MOU formalizes the collaborative efforts between four parties, the City of Santa Cruz, Scotts Valley Fire, Central Fire, and LAFCO to conduct a joint fire consolidation feasibility study. This study will thoroughly assess the possible coordination of shared service agreements up to and including full-scale consolidation of fire services in the jurisdictions served by the City of Santa Cruz, Scotts Valley Fire, and Central Fire. This MOU outlines the parties’ respective roles and responsibilities in relation to a request for proposal to solicit, vet, and hire a consultant to complete the fire consolidation feasibility study.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: The proposed City Council action is not a “Project” under CEQA. CEQA applies to activities that may result in direct or reasonably foreseeable indirect physical changes to the environment.

Since the recommendations are strictly a mechanism for executing a MOU for a fire consolidation feasibility study contract, without directly proposing or approving any land use or construction projects, this action falls outside CEQA’s scope. However, if it were considered a project, it would be exempt from review under the CEQA Guidelines Section 15061(b)(3) (known as the “Common Sense” exemption) in that it would not reasonably be seen to create a significant impact on the environment. It would also be exempt under Section 15306 (Information Collection) of the CEQA Guidelines in that it relates to analysis and provision of information to the Council.

HEALTH IN ALL POLICIES (HiAP): The MOU indirectly supports all the City’s HiAP pillars of equity, public health, and sustainability through potential beneficial opportunities created by shared services between the City of Santa Cruz, Scotts Valley Fire, and Central Fire in the fire consolidation feasibility study. The fire consolidation feasibility study could result in recommendations for shared services which would provide equitable and increased public safety for the community as well as enhance sustainability measures through consolidated assets, services, and programs.

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: The funding for the City’s portion of the consolidation feasibility study is built into the Fire Department’s fiscal year 2026 proposed budget, which is when the costs for contracted services will commence.

17.2 Prepared By:

Megan Nutt
Principal Management
Analyst
Submitted By:

Rob Oatey
Fire Chief
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. RESOLUTION.DOC

2. FIRE CONSOLIDATION FEASIBILITY STUDY MOU.PDF

17.3 RESOLUTION NO. NSA RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CRUZ

AUTHORIZING THE CITY MANAGER TO ENTER INTO A MEMORANDUM OF

UNDERSTANDING WITH SCOTTS VALLEY FIRE PROTECTION DISTRICT, CENTRAL

FIRE DISTRICT OF SANTA CRUZ COUNTY, AND THE LOCAL AGENCY FORMATION

COMMISSION TO EVALUATE CONSOLIDATION OF FIRE SERVICES
WHEREAS, the City of Santa Cruz, the Scotts Valley Fire Protection District (Scotts Valley Fire), and the Central Fire District (Central Fire) provide sometimes overlapping professional fire and rescue services in Santa Cruz County; and WHEREAS, Historically, fire departments’ sole responsibility was the prevention, control and suppression of structure fires within their respective jurisdictions; and WHEREAS, Over the last 50 years, demands on professional fire departments have significantly expanded to include complex structure fire suppression, wildland firefighting, emergency medical response, advanced life support, technical rescue, hazardous materials response/mitigation, marine safety, vegetation management, and many other services; and WHEREAS, the City of Santa Cruz, Scotts Valley Fire, and Central Fire, in partnership with the Santa Cruz Local Agency Formation Commission (LAFCO), want to investigate operational and funding limitations that could potentially be resolved through shared service agreements and/or consolidation; and
WHEREAS, in order to investigate share service agreements or other fire consolidation the City of Santa Cruz, Scotts Valley Fire and Central Fire need to continue with discussions and ultimately prepare a request for proposal (RFP) to solicit, vet, and hire a consultant to complete the fire consolidation feasibility study; and
WHEREAS, the City of Santa Cruz, Scotts Valley Fire, Central Fire and LAFCO wish to reduce to writing an agreement about their discussions, and their roles and responsibilities related to the RFP and fire consolidation study;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Santa Cruz as follows:

1. The Council authorizes the City Manger to enter into a Memorandum of Understanding, on a form approved by the City Attorney, with Scotts Valley Fire, Central Fire, and LAFCO to investigate possible consolidation of services provided by the respective professional fire departments.

17.4 RESOLUTION NO. NS-30,XXX
2 PASSED AND ADOPTED this 22nd day of April 2025, by the following vote:

AYES:

NOES:

ABSENT:

DISQUALIFIED:

APPROVED: __________________________
Fred Keeley, Mayor
ATTEST: ___________________________
Bonnie Bush, City Clerk Administrator

17.5 1

FIRE CONSOLIDATION FEASIBILITY STUDY

MEMORANDUM OF UNDERSTANDING

BETWEEN
City of Santa Cruz
809 Center Street
Santa Cruz, CA 95060
Scotts Valley Fire Protection District
7 Erba Ln
Scotts Valley, CA 95066
Central Fire District of Santa Cruz County
930 17th Avenue
Santa Cruz, CA 95062
and
Santa Cruz Local Agency Formation Commission
701 Ocean Street
Room 318D
Santa Cruz, CA 95060

1. Purpose
The purpose of this Memorandum of Understanding (MOU), effective as of the date of the last signer hereto, is to formalize the collaborative efforts between four parties, the City of Santa Cruz, the Scotts Valley Fire Protection District (Scotts Valley Fire), the Central Fire District (Central Fire), and the Santa Cruz Local Agency Formation Commission (LAFCO) (individually “party” and together “parties”) to conduct a joint fire consolidation study (“Study”) for the possible consolidation and coordination of fire services in the jurisdictions served by the City of Santa Cruz, Scotts Valley Fire, and Central Fire. This MOU outlines the parties’ respective roles and responsibilities in relation to a Request for Proposal to hire a consultant to prepare the Study.

2. Scope of the Study
The Study will look at the possible consolidation of the City of Santa Cruz, Scotts Valley Fire, and Central Fire services, and will include the following components:
• Review of Current Systems: Take an organizational overview of each entity’s responsibilities, functions, and lines of authority. Gather management practices, staffing levels, mission statements, strategic planning goals and objectives. Review levels of service provided. Take an overview of policies, rules and regulations. Understand facilities, apparatus, and equipment owned and operated by each entity. Review the fiscal status of each entity including budget, revenue, and project future financial needs.

17.6 2
• Assessment of Operational Consolidation: Operational consolidation is the pooling of services, equipment, apparatus, and staff through intermunicipal agreements. Here, one or more duties normally performed by individual departments are joined together and carried out as one entity while each fire department remains legally and administratively separate.
• Assessment of Jurisdictional Consolidation: Jurisdictional consolidation involves the dissolution of existing jurisdiction(s) (i.e. fire protection districts) to create a new jurisdiction (i.e. combined fire district, fire protection district, or a joint fire district), or the expansion of an existing fire district or fire protection district to serve an area previously served by another jurisdiction (i.e. fire district, city provided service). This process requires a complete merger or reorganization, in which the governing body(s) of each jurisdiction must agree to dissolve the current jurisdiction(s) and form a single existing or new jurisdiction.
• Feasibility Analysis and Recommendations: Analysis and recommendations concerning feasibility and potential benefits and disadvantages to the public of consolidation.

3. Roles and Responsibilities
City of Santa Cruz:
• Take the lead on issuing the RFP for Study with input from the other parties. • Provide one person to serve on the committee to prepare and review the RFP before it is issued; and review the RFP responses and participate in selecting the consultant for award.
• Prepare the consultant contract once the RFP Study is awarded with input from Scotts Valley Fire and Central Fire.
• Provide project oversight, including the scheduling of meetings with other parties. • Participate in community outreach.
• Collect data requested by the consultant.
• Share in providing funding or resources, as applicable, to support the Study. • Help identify potential funding sources and grant opportunities, if needed, to support the Study and any further implementation actions.
• Review and provide input on the Study reports.
• Receive and review the Study report and recommendations before the City Council. • Ensure invoicing of all agencies is included within the RFP.

Scotts Valley Fire and Central Fire (Partner Organizations):
• Provide one person each to serve on the committee to prepare and review the RFP before it is issued; and review the RFP responses and participate in selecting the consultant for award.
• Review and approve consultant contract.
• Participate in project oversight and attend meetings with consultant and other parties. • Collect and provide data requested by the consultant. • Share in providing funding or resources, as applicable, to support the Study. • Process invoices within the parameters identified in awarded consultant agreement.

17.7 3
• Help identify potential funding sources and grant opportunities, if needed, to support the Study and any further implementation actions.
• Review and provide input on the Study reports.
• Receive and review the final Study report and recommendations before their respective governing body: City Council or Board of Directors.

LAFCO:
• Review the Study reports; and consider the potential feasibility of consolidation, if requested by the other parties.
• Provide input on the Study as it relates to merger, reorganization, or other process germane regionalized services.
• Attend governing body Committee, Council, or Board Meetings, if available, and at the request of the parties.
• Make a determination as to whether to process the request for the creation of a new consolidated district or other change(s) of organization, if requested by the other parties.

4. Timeline
The parties will endeavor to issue the RFP by May 1, 2025, and the consultant to be selected by August 2025. The feasibility study will commence no later than October 2025 and is expected to be completed no later than May 2026.

5. Funding and Resource Allocation
The City of Santa Cruz, Scotts Valley Fire, and Central Fire agree to equally share the costs associated with the feasibility Study, including any reasonable cost increases that have been approved by these same parties. LAFCO will be contributing to the cost of the study, commensurate with contributions to other past similar studies. The City of Santa Cruz, Scotts Valley Fire, and Central Fire agree to equally share the remaining costs associated with the feasibility Study, including any reasonable cost increases that have been approved by these same parties.

6. Ownership and Implementation of Study Results
The final Study report and any associated findings, data, or documents generated from the Study will be jointly owned by the City of Santa Cruz, Scotts Valley Fire and Central Fire. These parties agree to work together to determine how the results will be distributed and used, including any publication, presentations, or applications for funding. Neither the City of Santa Cruz, Scotts Valley Fire, and Central Fire is obligated to implement any of the Study’s recommendations but agree to act in good faith to consult each other regarding the Study’s recommendations to further public health, welfare, and safety.

7. Modification of the MOU
This MOU may be amended or modified only by mutual written consent of the parties. Any modifications will be documented and signed by authorized representatives of the organizations.

17.8 4

8. Termination
Any party may terminate this MOU with thirty (30) days written notice to the other parties, unless the RFP has been issued or awarded. If the RFP for the Study has been issued or awarded, then the parties shall not terminate this MOU until the final Study report has been received. In the event of termination, the parties will agree on the disposition of any materials, data, or funding associated with the Study.

9. Additional Terms
This MOU expresses the intent of the parties to collaborate on the issues contained herein and represents the entire understanding of the parties on such matters. Except as the other party may specify in writing, a party shall have no authority, express or implied, to act on behalf of the other party in any capacity whatsoever as an agent. The unenforceability, invalidity or illegality of any provisions of this MOU shall not render the other provisions unenforceable, invalid or illegal.

10. Signatures
The parties may execute this MOU 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.

11. Warranty of Authority
By signing below, the undersigned warrant and represent that each is authorized to execute this MOU and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this MOU.

17.9 5
City of Santa Cruz:

Name: ___________________________
Title: ____________________________
Signature: ________________________
Date: ____________________________
Scotts Valley Fire Protection District:

Name: ___________________________
Title: ____________________________
Signature: ________________________
Date: ____________________________
Central Fire District of Santa Cruz County
Name: ___________________________
Title: ____________________________
Signature: ________________________
Date: ____________________________
Santa Cruz Local Agency Formation Commission
Name: ___________________________
Title: ____________________________
Signature: ________________________
Date: ____________________________

17.10 City Council

AGENDA REPORT
DATE: 04/02/2025
AGENDA OF: 04/22/2025
DEPARTMENT: Finance
SUBJECT: Liability Claims Filed Against the City of Santa Cruz (FN) LOCATION: None
RECOMMENDATION: Motion to reject the liability claims of 1) Michael Nation 2) Marsha Joan O’Brien, 3) David Shuman and Becky Butler, 4) Steven Ross Kotecki, and 5) Andrea R.Greenspan based on staff recommendation.

BACKGROUND: N/A
DISCUSSION: Claims to be rejected:

1. Claimant: Michael Nation
Date of occurrence: 1/12/2025
Date of claim: 2/25/2025
Amount of claim: $1,000,000.00
Claimant seeks damages and compensation for injuries allegedly sustained in a bicycle accident, while riding on the sidewalk.

Represented by Legal Counsel

2. Claimant: Marsha Joan O’Brien
Date of occurrence: 10/6/2024
Date of claim: 2/27/2025
Amount of claim: $35,000
Claimant seeks reimbursement for damages resulting from an alleged trip and fall on a sidewalk.

Represented by Legal Counsel

3. Claimant: David Shuman and Becky Butler
Date of occurrence: 1/3/2025
Date of claim: 3/3/2025
Amount of claim: $10,800.00

18.1 Claimant seeks compensation for damages to water main and meter box allegedly resulting from construction work.

Self-Represented

4. Claimant: Steven Ross Kotecki
Date of occurrence: 10/14/2024
Date of claim: 3/12/2025
Amount of claim: $4,900.00
Claimant seeks reimbursement for towing fees after vehicle was allegedly towed without sufficient notice.

Self-Represented

5. Claimant: Andrea R. Greenspan
Date of occurrence: 1/12/2025
Date of claim: 3/13/2025
Amount of claim: $800.00
Claimant seeks reimbursement for towing fees after vehicle was allegedly towed without sufficient notice.

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 & Safety Manager
Submitted By:

Elizabeth Cabell
Finance Director
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

None.

18.2 City Council

AGENDA REPORT
DATE: 04/03/2025
AGENDA OF: 04/22/2025
DEPARTMENT: Finance/Public Works/Economic Development and Housing SUBJECT: 2025 Parking Revenue Bonds for Public Parking Project as part of the Downtown Library Mixed Use Project (FN/PW/EDH)
LOCATION: District 4
RECOMMENDATION: Motion to adopt a resolution authorizing the issuance and sale of Parking Revenue Bonds to provide financing for a public parking garage in downtown Santa Cruz, authorizing the execution and delivery of a related Indenture of Trust, Official Statement and Bond Purchase Agreement, and approving related documents and actions.

BACKGROUND: The City is expected to break ground on the Downtown Library Affordable Housing Project (“DLAHP” or “Project”) in June 2025. Upon completion, the project is expected to include 124 affordable housing units, a 1,905 sq. ft. daycare and play area, a large new public library and a new parking garage with 243 spaces. The total cost of phase 1 of the project (which includes only the library façade, core, and shell) is currently estimated at $153.9 million. On April 9th, 2024, City Council adopted Resolution No. NS-30,313 authorizing staff to work with the City’s Municipal Advisor (NHA Advisors, LLC) to secure financing for the capital needed for the parking garage component of the DLAHP. Funding has been secured, with a combination of local housing trust fund, state and federal funds, developer financing, with the public parking garage (the “Public Parking Project”) to be financed with the proposed 2025 Parking Bonds (herein referred to as the 2025 Bonds).

DISCUSSION: Staff have been working with the City’s financing team on the 2025 Bonds issuance process, including NHA Advisors, LLC (Municipal Advisor) and Jones Hall (Bond and Disclosure Counsel). The 2025 Bonds will be secured by revenues of the Parking Enterprise.

Initially, the 2025 Bonds will be payable from Gross Revenues of the Parking Enterprise. Upon completion of the parking project and attaining a test of Net Revenues (Gross Revenues less Operations & Maintenance) that are at least equal to 150% of maximum annual debt service on 2025 Bonds for a consecutive 24 months, the 2025 Bonds pledge will convert (on a Conversion Date) to a Net Revenue pledge for the remainder of the financing. The City also agrees to establish a Supplemental Reserve Fund with surplus Net Revenues deposited into the Supplemental Reserve Fund until it is fully funded at the requirement of 50% of Maximum Annual Debt Service.

19.1 In the event the amount of Gross Revenues, following the payment of principal and interest on the 2025 Bonds, is insufficient to pay the Operation and Maintenance Costs coming due and payable in any Fiscal Year in full, the City is required to pay the remaining Operation and Maintenance Costs from any source of legally available funds, including the General Fund of the City.

The City anticipates that the 2025 Bonds will produce $21.6 million in net proceeds for construction of the Public Parking Project. The 2025 Bonds will be structured as fixed rate bonds with payments due each April 1 and October 1 with a final maturity of April 1, 2055. Proceeds of the 2025 Bonds will also be used to prefund interest with an initial interest payment due October 1, 2027 and an initial principal payment due April 1, 2028.

Estimated Sources and Uses of the 2025 Bonds are as follows:

Annual principal and interest payments on the 2025 Bonds are estimated as follows:

The following documents are in front of Council for the 2025 Bonds:

1. Authorizing Resolution – Authorize the issuance and sale of Parking Revenue Bonds to provide financing for a public parking garage in downtown Santa Cruz, authorizing the execution and delivery of a related Indenture of Trust, Official Statement and Bond Purchase Agreement.

2. Indenture – Provides for issuance of the 2025 Bonds and lays out the covenants and specifics of the 2025 Bonds, as well as the redemption options, Trustee’s duties, repayment mechanisms, default and remedies provisions, and Bondholder’s associated rights and remedies. As provided in the Indenture, the 2025 Bonds are expected to be insured by Build America Mutual Assurance Company (BAM), which will also issue its reserve fund insurance policy for the 2025 Bonds.

3. Preliminary Official Statement – The preliminary Official Statement describes the financing and the financial condition of the City and the Parking Enterprise and will be provided to prospective purchasers of the 2025 Bonds. The preliminary Official Statement has been reviewed and approved for transmittal to the City Council by staff and its financing team. A final Official Statement will be made available shortly after the 2025 Bonds are sold, which will reflect the final pricing information of the 2025 Bonds.

The distribution of the Official Statement by the City is subject to federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. Under these laws, the Official Statement must include all facts that would be material to an investor in the 2025 Bonds and cannot omit any material fact necessary to ensure that statements made, in the light of the circumstances under which they were made, are not misleading. Material information is information that would have a substantial likelihood of actual significance in the deliberations of a reasonable investor in deciding whether to buy or sell the 2025 Bonds.

4. Continuing Disclosure Certificate – Federal securities laws require an underwriter of the 2025 Bonds to ensure that the City will provide annual updates of financial and operating data through the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access (“EMMA”) system, and notices of certain significant events (e.g., rating change notices, incurrence of additional debt, unscheduled draws on reserve

19.2 funds, change in trustee, etc.). The City will execute a Continuing Disclosure Certificate, which is attached to the preliminary Official Statement in form as Appendix E, to help the underwriter meet this requirement.

5. Bond Purchase Agreement – This document is the proposed contract between the City and HilltopSecurities as the underwriter of the 2025 Bonds. It sets forth the conditions under which the underwriting team will commit to purchase the 2025 Bonds from the City for resale to final bond owners. The document will be executed at the time of the actual bond sale, when it will be completed based on the market conditions and the underwriter’s offer to purchase the 2025 Bonds.

Not-to-Exceed Parameters in the Resolution:

The attached Resolution identifies the proposed not-to-exceed parameters for the sale of the 2025 Bonds. Based on current market rates, the City’s financing team believes that $27,000,000 is a reasonable maximum par amount of the 2025 Bonds (or principal amount) needed to raise $21,600,000 for the Public Parking Project. The Resolution also identifies a maximum true interest cost of 6.00%. This rate is higher than the current market rate but provides flexibility to the City if interest rates move higher before the 2025 Bonds are sold. Certain required financial disclosures relating to the financing are set forth in Appendix A attached to the Resolution.

Obligations of City:

The associated agreements and preliminary Official Statement lay out the various obligations, sometimes called covenants or promises, that the City would need to comply with during the life of 2025 Bonds. Among these obligations are:
• The City agrees to punctually make payments of principal and interest when due. • City agrees to operate the Parking Enterprise in an efficient and economical manner. • City agrees to establish a Supplemental Reserve Fund with surplus Net Revenues deposited into the Supplemental Reserve Fund until it is fully funded at the requirement of 50% of Maximum Annual Debt Service.
• The City covenants to establish parking rates that are sufficient to pay O&M, principal and interest on the 2025 Bonds, replenishment of any reserves and payment of any other obligations.
• Upon the Conversion Date, the City agrees to fix and prescribe rates that are sufficient to yield 150% of the amount of maximum annual debt service on the 2025 Bonds. • If Gross Revenues, following the payment of principal of and interest on the 2025 Bonds and any future Parity Obligations are insufficient to pay the Operation and Maintenance Costs coming due and payable in such Fiscal Year in full, the City shall pay the remaining Operation and Maintenance Costs from any source of legally available funds, including the General Fund of the City.
• The City covenants not to issue any debt that has a higher priority claim on revenues than the 2025 Bonds.
• As described above, the City agrees in the Continuing Disclosure Certificate to disclose through EMMA on a timely basis its audited financial statements, other relevant operating information and financial data, and information about significant events.

19.3 Next Steps:

If City Council elects to approve the resolution, City staff will work with the financing team to complete the following steps. Below is a summary of the financing schedule:

Date Activity
April 22, 2025 Financing Resolution in front of City Council for Approval Late April, 2025 Release Preliminary Official Statement to Underwriter to begin marketing of 2025 Bonds to investors
Early May, 2025 2025 Bonds sale and execution of Bond Purchase Agreement
Mid-May, 2025 Close Financing and delivery of funds
CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: On June 26, 2012, City Council certified the CEQA Environmental Impact Report for the City’s General Plan 2030 (“General Plan EIR”). On November 14, 2017, the City Council certified a supplemental CEQA Environmental Impact Report for amendments to the Downtown Plan (“Downtown Specific Plan EIR”) to address additional environmental impacts specific to downtown development. Following these certifications, on March 16, 2023, the City filed a CEQA Notice of Exemption (“NOE”) for the Downtown Library and Affordable Housing Project with both the Clerk of the Board for Santa Cruz County and the Office of Planning and Research. This NOE affirmed that the Project is exempt from further environmental review under CEQA. The approval of this resolution is consistent with the approvals for the Project, including the bases for determining the entirety of the Project activities are categorically exempt from CEQA.

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 DLAHP supports the pillar of equity by providing a destination public facility, childcare, commercial facility, and affordable residential rental units on a site in the City’s downtown urban core, in an area that is improved with sidewalks and street trees near public transportation, commercial goods and services, and recreational areas.

With the Project located downtown, it encourages a sustainable and healthy lifestyle by allowing residents to walk, cycle, and ride to the job center and commercial uses in the downtown vicinity. By providing 100% affordable rental apartments, this will not only help the City with a more sustainable supply of rental housing but will also help create a more inclusive equitable community.

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: Yes FISCAL IMPACT DESCRIPTION: The City is financing $21,600,000 in net proceeds to fund the Public Parking Project. The financing is expected to result in annual principal and interest payments of approximately $1,300,000 in FY 2027-28 and $1,585,000 each year thereafter

19.4 through maturity in FY 2054-55. The Parking Enterprise Fund is pledged to the repayment of the Bonds. Once constructed, the Public Parking Project is expected to generate additional revenues for the Parking Enterprise Fund. Such additional net revenues (revenues less O&M related to the new Public Parking Project) are projected to be $224,019 in FY 2027-28 due to coming on midyear, increasing to $871,643 in FY 2028-29.

NHA Advisors, the City’s municipal advisor, has provided good faith estimates of the cost of the 2025 Bonds, as required by California Government Code Section 5852.1. These estimates are based on current market rates and are included in Appendix A of the City Resolution.

Prepared By:

Elizabeth Cabell
Finance Director
Submitted By:

Elizabeth Cabell
Finance Director
Nathan Nguyen
Public Works Director
Bonnie Lipscomb
Deputy City Manager
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. RESOLUTION.DOCX

2. BOND PURCHASE AGREEMENT.PDF

3. INDENTURE OF TRUST.PDF

4. PRELIMINARY OFFICIAL STATEMENT (INCLUDING CONTINUING DEISCLOSURE CERTIFICATE).PDF

19.5 RESOLUTION NO. NS-30,XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CRUZ

AUTHORIZING THE ISSUANCE AND SALE OF PARKING REVENUE BONDS TO

PROVIDE FINANCING FOR A PUBLIC PARKING GARAGE IN DOWNTOWN SANTA

CRUZ, AUTHORIZING THE EXECUTION AND DELIVERY OF A RELATED

INDENTURE OF TRUST, OFFICIAL STATEMENT AND BOND PURCHASE

AGREEMENT, AND APPROVING RELATED DOCUMENTS AND ACTIONS
WHEREAS, in connection with the Downtown Library and Affordable Housing Project which will be located in Downtown Santa Cruz at a city-owned surface parking lot (Lot 4) bounded by Cathcart, Cedar and Lincoln Streets, the City intends to construct a parking structure which will provide approximately 240 off-street public parking spaces (the “Public Parking Project”); and WHEREAS, pursuant to its municipal affairs powers as a charter city, the City Council of the City has enacted the City of Santa Cruz Enterprise Revenue Bond Law, constituting Chapter

16.26 of the Santa Cruz Municipal Code (the “Bond Law”), under which the City is authorized to issue its revenue bonds for the purpose of financing improvements to its Parking System; and WHEREAS, in order to provide funds to finance the Public Parking Project, the City wishes to authorize the issuance and sale of its City of Santa Cruz 2025 Parking Revenue Bonds (the “Bonds”) under the Bond Law in the principal amount of not to exceed $27,000,000, and to approve the execution of related documents and official actions needed to close the issuance and sale of the Bonds; and
WHEREAS, as required by Government Code Section 5852.1, attached hereto as Appendix A is certain financial information relating to the Bonds that has been obtained by the City and is hereby disclosed and made public; and
WHEREAS, the City Council has previously approved a Debt Management Policy which complies with Government Code Section 8855, and the delivery of the Bonds will be in compliance with said policy; and
WHEREAS, the City Council of the City has duly considered such transactions and wishes at this time to approve said transactions in the public interests of the City; NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Santa Cruz as follows:

Section 1. Authorization of Bonds. The City Council hereby authorizes the issuance of the Bonds for the purpose of providing funds to finance the Public Parking Project. The Bonds shall be revenue bonds which are payable from and secured by a pledge of and lien on the revenues of the Parking Enterprise. The Bonds shall be issued under and in accordance with the provisions of the Bond Law, and shall be issued in a principal amount of not to exceed $27,000,000.

19.6 RESOLUTION NO. NS-30,XXX
Section 2. Approval of Indenture of Trust. The Bonds shall be issued upon the terms and conditions set forth in the Indenture of Trust between the City and U.S. Bank Trust Company, National Association, as trustee, which is hereby approved in substantially the form on file with the City Clerk Administrator together with any changes therein or additions thereto deemed advisable by the City Manager, the Finance Director or the Assistant Director/City Engineer (each, an “Authorized Officer”), and the execution thereof by an Authorized Officer shall be conclusive evidence of the approval of any such changes or additions. An Authorized Officer is hereby authorized and directed to execute, and the City Clerk Administrator is hereby authorized and directed to attest to, the final form of the Indenture of Trust on behalf of the City.

Section 3. Sale of the Bonds. The City Council hereby authorizes and directs that the Bonds shall be sold on a negotiated basis to Hilltop Securities Inc. as underwriter (the ”Underwriter”). The Bonds shall be sold pursuant to the terms and provisions of the Bond Purchase Agreement between the City and the Underwriter in substantially the form on file with the City Clerk Administrator together with any changes therein or additions thereto deemed advisable by an Authorized Officer, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. An Authorized Officer is hereby authorized and directed to execute the final form of the Bond Purchase Agreement on behalf of the City. The Underwriter’s discount on the Bonds shall not exceed 0.475% of the par amount thereof, and the true interest cost on the Bonds shall not exceed 6.00%.

Section 4. Official Statement. The City Council hereby approves and deems final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the Preliminary Official Statement describing the Bonds in the form on file with the City Clerk. An Authorized Officer is individually authorized, at the request of the Underwriter, to execute an appropriate certificate affirming the City Council’s determination that the Preliminary Official Statement has been deemed final within the meaning of such Rule. Distribution of the Preliminary Official Statement by the Underwriter is hereby approved. An Authorized Officer is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by an Authorized Officer shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the Final Official Statement by the Underwriter. The Final Official Statement shall be executed on behalf of the City by an Authorized Officer.

Section 5. Continuing Disclosure Certificate. The City Council hereby approves the Continuing Disclosure Certificate in substantially the form attached as an exhibit to the Preliminary Official Statement, together with any changes therein or additions thereto deemed advisable by an Authorized Officer, such approval to be conclusively evidenced by the execution and delivery thereof. An Authorized Officer is hereby authorized and directed to execute the final form of the Continuing Disclosure Certificate on behalf of the City.

Section 6. Bond Insurance. The City Council hereby the approves the issuance by Build America Mutual Assurance Company (the “Bond Insurer”) of its Municipal Bond Insurance Policy and its Municipal Bond Debt Service Reserve Insurance Policy with respect to the Bonds. An Authorized Officer is hereby authorized and directed to execute and deliver any and all documentation which is required or requested by the Bond Insurer with respect to such policies.

19.7 RESOLUTION NO. NS-30,XXX
Section 7. Engagement of Professional Services. In connection with the issuance and sale of the Bonds, the City Council hereby authorizes the engagement of the services of Jones Hall, A Professional Law Corporation, to act as bond counsel and disclosure counsel to the City. The Finance Director is hereby authorized and directed to execute an agreement with such firm, in the form on file with the City Clerk Administrator.

Section 8. Official Actions. The Mayor, the City Manager, the Finance Director, the Assistant Director/City Engineer, the City Clerk Administrator and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, requests for loans, notices, consents, instruments of conveyance and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the transactions described herein and under the Indenture of Trust. Any such actions previously taken by such officers are hereby ratified and confirmed. Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf if such officer is absent or unavailable.

Section 9. Effective Date. This Resolution shall take effect immediately upon its passage and adoption.

PASSED AND ADOPTED this 22nd day of April 2025, by the following vote:

AYES:

NOES:

ABSENT:

DISQUALIFIED:

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

19.8 RESOLUTION NO. NS-30,XXX

APPENDIX A
REQUIRED DISCLOSURES PURSUANT TO GOVERNMENT CODE SECTION 5852.1

1. True Interest Cost of the Bonds (Estimated):4.55%

2. Finance charge of the Bonds in the estimated amount of $945,842, being the sum of all fees and charges paid to third parties.

3. Proceeds of the Bonds expected to be received by the City, net of proceeds for Costs of Issuance in (2) above, capitalized interest and reserves (if any) from the principal amount of the Bonds (Estimated): $24,008,347.

4. Total Payment Amount for the Bonds, being the sum of all debt service to be paid on the Bonds to final maturity (Estimated): $46,475,234.
*All amounts and percentages are estimates, and are made in good faith by the City based on information available as of the date of adoption of this Resolution. Estimates include certain assumptions regarding tax-exempt rates available in the bond market at the time of pricing the Bonds. Assumes the issuance of Bonds in the aggregate principal amount of $24,915,000.

19.9 $________

CITY OF SANTA CRUZ
2025 PARKING REVENUE BONDS

BOND PURCHASE AGREEMENT
_________, 2025
City of Santa Cruz
809 Center Street, Room 101
Santa Cruz, California 95060
Ladies and Gentlemen:

The undersigned (the “Underwriter”) hereby offers to enter into this Bond Purchase Agreement (the “Purchase Agreement”) with you, the City of Santa Cruz (the “City”), for the purchase by the Underwriter and the delivery by the City of the Bonds specified below. The proceeds of the Bonds will be used to: (i) finance a new parking garage for the City’s parking enterprise system (the “Parking Enterprise”); (ii) purchase a municipal bond debt service reserve insurance policy (the “Surety”) issued by Build America Mutual Assurance Company (the “Insurer”) for deposit in the Insured Reserve Fund in satisfaction of the Insured Reserve Requirement; (iii) pay capitalized interest on the Bonds through _________1, 20__, and (iv) to pay costs of issuance of the Bonds. This offer is subject to your acceptance prior to 11:59 p.m., Los Angeles time, on the date hereof and if not so accepted will be subject to withdrawal by the Underwriter upon written notice delivered to the City at any time prior to the acceptance thereof by the City. Upon such acceptance, this Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon you and the Underwriter. All terms not defined herein shall have the meanings set forth in the Indenture and Official Statement (each as defined below).

The City acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s length commercial transaction among the City and the Underwriter in which the Underwriter is acting solely as a principal and not as an agent of the City and the Underwriter is not acting as a municipal advisor, financial advisor or fiduciary to the City; (ii) the Underwriter has not assumed any advisory or fiduciary responsibility to the City with respect to the transaction contemplated by the Purchase Agreement and the discussions, undertakings or procedures leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter, have provided other services or are currently providing other services to the City on other matters); (iii) the only obligations the Underwriter has to the City with respect to the transaction contemplated by this Purchase Agreement are expressly set forth in this Purchase Agreement; and (iv) the City has consulted its own financial and/or municipal legal, accounting, tax and other advisors, as applicable, to the extent the City has deemed appropriate. The City acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (the “MSRB”).

19.10 2

1. Upon the terms and conditions and upon the basis of the representations herein set forth, the Underwriter hereby agrees to purchase from the City for offering to the public, and the City hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of the $________ aggregate principal amount of the City of Santa Cruz 2025 Parking Revenue Bonds (the “Bonds”) at a price of $________, being the principal amount of the Bonds, plus original issue premium of $________, less an Underwriter’s discount of $_______.

The Bonds shall mature in the amounts and on the dates, and bear interest at the rates, set forth in Exhibit A hereto.

The Bonds shall be as described in and shall be secured under and pursuant to an Indenture of Trust, dated as of May 1, 2025 (the “Indenture”) between the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), substantially in the form previously submitted to the Underwriter with only such changes therein as shall be mutually agreed upon by the City, the Trustee and the Underwriter.

The Bonds are special limited obligations of the City, payable from, and secured by a pledge of and lien on, certain revenues of the Parking Enterprise and from amounts on deposit in certain funds and accounts established under the Indenture. Prior to the Net Revenue Conversion Date, the Bonds shall be secured by a first pledge of and lien on all of the Gross Revenues; from and after the Net Revenue Conversion Date, the Bonds shall be secured by a first pledge of and lien on all of the Net Revenues. The principal of and interest on the Bonds are not required to be paid from any other funds of the City, including any proceeds of any taxes, and does not constitute a debt or pledge of the faith and credit of the City or the State of California (the “State”) or any political subdivision thereof in contravention of any constitutional or statutory debt limitation or restriction.

The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under a municipal bond insurance policy (the “Policy”) to be issued concurrently with the delivery of the Bonds by the Insurer. The Insurer will also issue the Surety concurrently with the delivery of the Bonds.

The City hereby ratifies the use by the Underwriter of the Preliminary Official Statement, dated _________, 2025 relating to the Bonds (together with the cover page and all appendices thereto, and any supplements thereof, the “Preliminary Official Statement”), and authorizes the Underwriter to use and distribute the Preliminary Official Statement, the Official Statement (as defined below), the Indenture, the Continuing Disclosure Certificate as required by Securities and Exchange Commission Rule 15c2-12, as amended (“Rule 15c2-12”), and substantially in the form attached as an appendix to the Official Statement (the “Continuing Disclosure Certificate”) and this Purchase Agreement, and all information contained therein, and all other documents, certificates and statements furnished by the City to the Underwriter in connection with the offer and sale of the Bonds by the Underwriter. The City has heretofore “deemed final” the Preliminary Official Statement within the meaning of Rule 15c2-12.

The City will undertake pursuant to the Continuing Disclosure Certificate to provide certain annual financial and operating information and notices of the occurrence of certain events.

A description of this undertaking is set forth in the Preliminary Official Statement and will also be

19.11 3
set forth in the final Official Statement. This undertaking will be entered into in order to assist the Underwriter in complying with Rule 15c2-12.

2. The Underwriter agrees to offer all the Bonds to the public initially at the prices (or yields) set forth on the inside front cover page of the Official Statement of the City pertaining to the Bonds, dated ___________, 2025 (together with all appendices thereto, and with such changes therein and supplements thereto and as are consented to in writing by the Underwriter, and with the Preliminary Official Statement, are herein called the “Official Statement”). Subsequent to the initial public offering of the Bonds, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 5 hereof. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. “Public Offering” shall include an offering to a representative number of institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold. The Underwriter agrees that prior to the time the final Official Statement relating to the Bonds is available, the Underwriter will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail or electronic distribution (or other equally prompt means) not later than the first business day following the date upon which each such request is received.

3. The City shall also deliver a sufficient number of copies of the Official Statement to enable the Underwriter to distribute a single copy of each Official Statement to any potential customer of the Underwriter requesting an Official Statement during the time period beginning when the Official Statement becomes available and ending on the End Date (defined below). The City shall deliver these copies to the Underwriter no later than the earlier of (i) seven (7) business days after the execution of this Purchase Agreement or (ii) one (1) business day prior to the Closing Date in order to permit the Underwriter to comply with Rule 15c2-12, and the applicable rules of the MSRB, with respect to distribution of the Official Statement. The City shall prepare the Official Statement, including any amendments thereto, in word-searchable PDF format as described in the MSRB’s Rule G-32 and shall provide the electronic copy of the word-searchable PDF format of the Official Statement to the Underwriter no later than one (1) business day prior to the Closing Date to enable the Underwriter to comply with MSRB Rule G-32. The Underwriter covenants to file, or cause to be filed, the Official Statement (and any supplement and amendment thereof furnished to the Underwriter pursuant to this Section 3), with the MSRB’s Electronic Municipal Market Access database (“EMMA”).

The Official Statement, as of its date, as of the Closing Date and as of the date of any update, amendment or supplement thereto as required hereby subsequent to the Closing, up to and including the date which is twenty-five (25) days following the end (the “End Date”) of the Underwriting Period (as hereinafter defined), will be correct and complete in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. For the purposes herein, “Underwriting Period” shall mean the period beginning on the dated date hereof and ending: (i) in the absence of written notice by the Underwriter to the City before the Closing Date, the Closing Date, or (ii) such other date as specified by the Underwriter a written notice delivered to the City before the Closing Date.

19.12 4
If, after the date of this Purchase Agreement and until the earlier of (i) ninety (90) days after the end of the Underwriting Period, or (ii) twenty-five (25) days following the end of the Underwriting Period if the Official Statement is timely filed on EMMA, any event shall occur or circumstance shall exist of which the City has knowledge that would cause the Official Statement to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City, shall notify the Underwriter (and for the purpose of this Section provide the Underwriter with such information as it may from time to time reasonably request), and, if in the opinion of the City or the Underwriter such event or circumstance requires the preparation and publication of a supplement or amendment to the Official Statement, the City will prepare such a supplement or amendment, at the City’s expense, so that the Official Statement as then supplemented or amended, will not contain an untrue statement of a material fact or to omit to state a material fact that is required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and furnish to the Underwriter a reasonable number of copies of such supplement or amendment provided that the Underwriter promptly agrees that it will notify the City of the end of the Underwriting Period.

4. At 8:30 a.m., Pacific Time, on _________, 2025, or at such other time or date as shall be agreed upon by the Underwriter and the City (such time and date being herein referred to as the “Closing Date”), the City shall deliver, or cause to be delivered, to the Trustee the Bonds in definitive form, registered in the name of Cede & Co., as the nominee of The Depository Trust Company, New York, New York (“DTC”) (so that the Bonds may be authenticated by the Trustee and credited to the account that is specified by the Underwriter under DTC’s FAST procedures).

On or before such Closing Date, the City shall deliver, at the offices of Jones Hall, A Professional Law Corporation (“Bond Counsel”) in San Francisco, California, or at such other place as is mutually agreed upon by the Underwriter and the City, the other documents that are described in this Purchase Agreement. On the date of the Closing, the Underwriter shall pay the purchase price of each series of Bonds as set forth in Section 1 of this Purchase Agreement in immediately available funds to the order of the Trustee. The delivery and payment described above is referred to as the “Closing”).

5. (a) The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing an “issue price” or similar certificate for each series of Bonds, together with the supporting pricing wires or equivalent communications, substantially in the forms attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of each series of Bonds.
(b) Except as otherwise set forth in Exhibit A attached hereto, with respect to the Bonds, the City will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of Bonds. With respect to the Bonds, if at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity to the public. With respect to the Bonds, that reporting obligation shall continue, whether or not the Closing Date has

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occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each brokerdealer that is a party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity of a series allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,

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(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or brokerdealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity of a series allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City acknowledges that, in making the representation set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
(1) “public” means any person other than an underwriter or a related party;

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(2) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public);
(3) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (4) “sale date” means the date of execution of this Purchase Agreement by all parties hereto.

6. The Underwriter represents to and agrees with the City that, as of the date hereof and as of the Closing Date:
(i) The Underwriter is duly authorized to execute this Purchase Agreement and to take any action under this Purchase Agreement required to be taken by it; (ii) The Underwriter is in compliance with MSRB Rule G-37 with respect to the City, and is not prohibited thereby from acting as the underwriter with respect to securities of the City; and
(iii) The Underwriter has, and has had, no financial advisory relationship, as that term is defined in California Government Code Section 53590 (c) or MSRB Rule G-32, with the City with respect to the Bonds, and no investment firm controlling, controlled by or under common control with the Underwriter has or has had any such financial advisory relationship.

7. The City represents, warrants and covenants to the Underwriter that:
(a) The City is a charter city and a municipal corporation duly organized and existing under the laws of the State of California, and has all necessary power and authority to enter into and perform its duties under the Indenture, the Continuing Disclosure Certificate, and this Purchase Agreement (collectively, the “City Documents”) and, when executed and delivered by the respective parties thereto, the City Documents will constitute the legal, valid and binding obligations of the City in accordance with their respective terms.

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(b) Neither the execution and delivery of the City Documents, or the approval and execution of the Official Statement, and compliance with the provisions on the City’s part contained therein, nor the consummation of any other of the transactions herein and therein contemplated, nor the fulfillment of the terms hereof and thereof, in any material way conflicts with or constitutes a breach of or default under nor contravenes any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor does any such execution, delivery, adoption or compliance result in the security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the City Documents.
(c) Except as may be required under blue sky or other securities laws of any state, there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory authority having jurisdiction over the City required for the execution and delivery of the Bonds or the consummation by the City of the other transactions contemplated by the Official Statement and this Purchase Agreement.
(d) To the best of the knowledge of the City, and except as disclosed in the Official Statement, there is, and on the Closing there will be, no action, suit, proceeding or investigation at law or in equity before or by any court or governmental agency or body pending or threatened against the City to restrain or enjoin the delivery of any of the Bonds, or the payments to be made pursuant to the Indenture, or in any way contesting or affecting the validity of the City Documents or the authority of the City to approve this Purchase Agreement, or enter into the City Documents, or in any way questioning or challenging the tax status of the Bonds. (e) As of its date and as of the date hereof, the information relating to the City, the Bonds and the Parking Enterprise contained in the Preliminary Official Statement is true and correct in all material respects and such information does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no representation is made with respect to information relating to the Insurer, the Policy, the Surety, DTC, DTC’s book-entry system or any information therein provided by or pertaining to the Underwriter). As of the date thereof and at all times subsequent thereto up to and including the End Date, such information relating to the City, the Bonds and the Parking Enterprise contained in the Official Statement will be complete and will not contain any untrue or misleading statement of a material fact or omit to state any material fact (unless an event occurs of the nature described in Section 7(j) below) necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(f) The City agrees to cooperate with the Underwriter in endeavoring to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may request; provided, however, that the City will not be required to execute a special or general consent to service of process in any jurisdiction in which it is not now so subject or to qualify to do business as a foreign agency in any jurisdiction where it is not so qualified. The Underwriter shall be responsible for all costs relating to such determination and qualification of the Bonds under blue sky or similar laws.

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(g) By official action of the City prior to or concurrently with the execution hereof, the City has duly approved the distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in the City Documents and the consummation by it of all other transactions contemplated by the Official Statement and this Purchase Agreement. (h) The City is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, which breach or default would have a material adverse effect on the pledge of Revenues under the Indenture or the City’s performance under the City Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument.
(i) To the best knowledge of the City, the City is not in default, nor has been in default in the last ten years, as to the payment of principal or interest with respect to an obligation issued by the City or successor of the City or with respect to an obligation guaranteed by the City as guarantor or successor of a guarantor.
(j) If between the date of this Purchase Agreement and the End Date an event occurs, of which the City has knowledge, which might or would cause the information relating to the City, the Parking Enterprise or the City’s functions, duties and responsibilities contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the City will notify the Underwriter, and if, in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will cooperate with the Underwriter in the preparation of an amendment or supplement to the Official Statement in accordance with the last paragraph of Section 3, provided all expenses thereby incurred will be paid for by the City.
(k) If the information relating to the Parking Enterprise, the City, its functions, duties and responsibilities contained in the Official Statement is amended or supplemented pursuant to the immediately preceding subsection, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subsection) at all times subsequent thereto up to and including the date of the Closing, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading. (l) The City covenants that it will comply with all tax covenants relating to it in the City Documents and the Tax Certificate of the City. (m) No consent, approval, authorization or other action by an governmental or regulatory agency that has not been obtained is or will be required of the City for the delivery and

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sale of the Bonds or the consummation of the other transactions contemplated by this Purchase Agreement and the Official Statement, except for such licenses, certificates, approvals, variances or permits which may be necessary for the construction or operation of the Parking Enterprise which the City has applied for (or will apply for in the ordinary course of business) and expects to receive, and except as may be required under the state securities or blue sky laws in connection with the sale of the Bonds by the Underwriter.
(n) Substantially all the proceeds from the sale of the Bonds (after deducting the expenses of issuance and sale of the Bonds) will be used to finance a new parking garage for the City’s Parking Enterprise, and the City will not take or omit to take any action which action or omission will in any way cause the proceeds from the sale of the Bonds to be applied in a manner contrary to that provided in the Indenture, as amended from time to time. (o) The City will deliver all opinions, certificates, letters and other instruments and documents reasonably required by the Underwriter and this Purchase Agreement. (p) Any certificate of the City delivered to the Underwriter shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein. (q) Other than as described in the Official Statement, as of the time of acceptance hereof and as of the Closing, the City does not and will not have outstanding any indebtedness which is secured by a lien on Revenues superior to or on a parity with the lien established by the Indenture.
(r) Between the date of this Purchase Agreement and the Closing Date, the City will not, without the prior written consent of the Underwriter, and except as disclosed in the Official Statement, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent payable from Net Revenues. (s) The City is not presently and as a result of the execution of the City Documents and the sale of the Bonds will not be in violation of any debt limitation, appropriation limitation or any other provision of the California Constitution or statutes or any additional debt or similar provision of any bond, note, contract or other evidence of indebtedness to which the City is a party or to which the City is bound.
(t) The financial statements of, and other financial information regarding the City and the Parking Enterprise in the Official Statement fairly present the financial position and results of the operations of the City, the Parking Enterprise as of the dates and for the periods therein set forth and the audited financial statements have been prepared in accordance with generally accepted accounting principles applicable to cities. (u) The City has not, in the last five years, failed to comply in any material respect in its obligations under any continuing disclosure undertaking entered into pursuant to Rule 15c2-12 except as disclosed in the Preliminary Official Statement and the Official Statement. The City will undertake, pursuant to the Continuing Disclosure Certificate to provide annual reports and notices of certain events in accordance with the requirements of Rule 15c2-12.

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8. The Underwriter has entered into this Purchase Agreement in reliance upon the representations, warranties and agreements of the City contained herein, and the opinions of Bond Counsel, Counsel to the Trustee and the City Attorney required hereby. The Underwriter’s obligations under this Purchase Agreement are and shall be subject to the following further conditions:
(a) At the time of Closing, the City Documents shall be in full force and effect as valid and binding agreements between or among the various parties thereto and the Official Statement shall not have been amended, modified or supplemented except as in accordance with this Purchase Agreement, and there shall be in full force and effect such resolutions as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby.
(b) At or prior to the Closing, the Underwriter shall receive the following documents, in each case satisfactory in form and substance to them:
(1) The unqualified approving opinion of Bond Counsel, dated the Closing Date, addressed to the City, the Trustee and the Underwriter (or reliance letter to the Trustee and the Underwriter), in substantially the form attached as APPENDIX D to the Official Statement;
(2) A supplemental opinion or opinions of Bond Counsel dated the Closing Date, addressed to the Underwriter, in form and substance to the effect that:
(a) The statements and information contained in the Official Statement under the captions “INTRODUCTION,” “THE BONDS,” “SECURITY FOR THE BONDS,” “TAX MATTERS” and APPENDIX B and APPENDIX D, to the extent they purport to summarize information concerning the Bonds and certain provisions of the City Documents and the opinion of such counsel, present a fair and accurate summary of such information and such provisions; (b) The Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indenture is exempt from qualification as an Indenture pursuant to the Indenture Act of 1939, as amended; and (c) The Purchase Agreement has been duly authorized, executed and delivered by the City, and, assuming due authorization, execution and delivery by the other party thereto, constitutes the legal, valid and binding agreement of the City enforceable against the City in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and equitable remedies if equitable remedies are sought, and except no opinion need be expressed as to the enforceability of the indemnification, waiver, choice of law or contributions provisions contained in the Purchase Agreement.
(3) A letter from Jones Hall, A Professional Law Corporation, Disclosure Counsel, dated the date of Closing and addressed to the City and the Underwriter, to the effect that, based upon the information made available to them

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in the course of their participation in the preparation of the Preliminary Official Statement and the Official Statement and without passing on and without assuming any responsibility for the accuracy, completeness and fairness of the statements in the Preliminary Official Statement and the Official Statement, and having made no independent investigation or verification thereof, no facts have come to their attention that lead them to believe that the Preliminary Official Statement as of its date and as of the date of this Purchase Agreement and the Official Statement, as of its date and as of the date of Closing, (except for any CUSIP data, financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, any appendices thereto, or any information about the Insurer, the Policy, the Surety, DTC and its book-entry only system), as to which no opinion or view need be expressed) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(4) An opinion of the City’s City Attorney, dated the Closing Date, in form and substance satisfactory to the Underwriter and Bond Counsel, addressed to the Underwriter and the Trustee, to the effect that:
(i) the City is a charter city and a municipal corporation duly created and existing in accordance with the laws of the State of California; (ii) the preparation and distribution of the Official Statement and the City Documents have been duly approved by the City; (iii) the resolution of the City Council approving and authorizing the City’s execution and delivery of the Official Statement and the City Documents has been duly adopted at a meeting of the governing body of the City which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout; (iv) except as disclosed in the Official Statement, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or, to the best knowledge of such counsel, threatened against or affecting the City, which would adversely impact the City’s ability to complete the transactions described in and contemplated by the Official Statement, to restrain or enjoin the payments under, or in any way contesting or affecting the validity of the City Documents, or the transactions described and defined in the Official Statement wherein an unfavorable decision, ruling or finding would adversely affect the validity and enforceability of the City Documents; (v) the execution and delivery of the City Documents and the approval of the Official Statement, and compliance with the provisions thereof and hereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of

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the City a breach of or default under any agreement or other instrument to which the City is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the City is subject; and (vi) no authorization, approval, consent, or other order of the State of California or any other governmental authority or agency within the State of California is required for the valid authorization, execution and delivery of the City Documents and the approval of the Official Statement; and
(vii) the charges and fees of the Parking Enterprise were duly approved and adopted by the City and are valid and enforceable at the current levels levied by the City.
(5) The opinion of counsel to the Trustee, dated the Closing Date in form and substance satisfactory to the Underwriter and Bond Counsel, and addressed to the City and the Underwriter.
(6) An opinion, dated the Closing Date and addressed to the Underwriter, of Kutak Rock LLP, counsel to the Underwriter (“Underwriter’s Counsel”), in such form as may be acceptable to the Underwriter. (7) A certificate or certificates, dated the Closing Date, signed by a duly authorized official of the City satisfactory in form and substance to the Underwriter and Bond Counsel, (a) confirming as of such date the representations and warranties of the City contained in this Purchase Agreement; (b) certifying that the City has complied with in all material respects all agreements, covenants and conditions to be complied with by the City at or prior to the Closing under the City Documents; (c) certifying that to the best of such official’s knowledge, no event affecting the City has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the Closing the statements or information contained in the Official Statement or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein not misleading in any material respect; (d) certifying that no consent is required to be obtained for the inclusion of the City’s audited financial statements, including the accompanying accountant’s letter, for Fiscal Year 2019 in the Official Statement.
(8) A certificate, dated the date of the Preliminary Official Statement, signed by a duly authorized official of the City deeming the Preliminary Official Statement “final” for purposes of Rule 15c2-12.
(9) An executed copy of the City Documents.
(10) One counterpart original or copy certified by a duly authorized officer of the City of a complete transcript of all proceedings of the City relating to the approval of the City Documents and the authorization, issuance, sale and delivery of the Bonds.

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(11) An executed copy of the Official Statement.
(12) A certified copy of the general resolution of the Trustee authorizing the execution and delivery of certain documents by certain officers of the Trustee, which resolution authorizes the execution and delivery of documents such as the Bonds and the Indenture.
(13) Copies of the resolution adopted by the City Council and certified by the City Clerk, authorizing the execution and delivery of the City Documents and the Official Statement.
(14) Tax certifications by the City in form and substance acceptable to Bond Counsel.
(15) A Certificate of the Trustee, dated the Closing Date to the effect that:
(i) The Trustee is duly organized and existing as a national banking association in good standing under the laws of the United States, having the full power and authority to accept and perform its duties under the Indenture;
(ii) Subject to the provisions of the Indenture, the Trustee will apply the proceeds from the Bonds to the purposes specified in the Indenture; and
(iii) The Trustee has duly authorized and executed the Indenture. (16) Evidence that the Bonds have been rated as set forth in the Official Statement and that such ratings continue in effect as of the Closing. (17) Evidence that a federal tax information form 8038-G has been prepared for filing with respect to the Bonds.
(18) The Policy duly executed by the Insurer.
(19) The Surety duly executed by the Insurer.
(20) An opinion of counsel to the Insurer, dated the Closing Date, addressed to the City and the Underwriter, in form and substance satisfactory to the Underwriter and Bond Counsel.
(21) A certificate or certificates of the Insurer, dated the Closing Date, as to the accuracy of the information relating to the Insurer, the Policy and the Surety included in the Official Statement and such other matters reasonably requested by the Underwriter and Bond Counsel.

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(22) A copy of the executed Blanket Letter of Representations by and between the City and The Depository Trust Company, New York, New York, relating to the book-entry system for the Bonds.
(23) A copy of the Notice of Final Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 8855 of the California Government Code which may be delivered after the issuance of the Bonds.
(24) Such additional legal opinions, certificates, proceedings, instruments and other documents as Bond Counsel, the Underwriter and Underwriter Counsel may reasonably request to evidence compliance with legal requirements, the truth and accuracy, as of the time of Closing, of the representations contained herein and in the Official Statement and the due performance or satisfaction by the Trustee and the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied. (c) All matters relating to this Purchase Agreement, the Bonds and the sale thereof, the City Documents and the consummation of the transactions contemplated by this Purchase Agreement shall have been approved by the Underwriter, such approval not to be unreasonably withheld.

If the conditions to the Underwriter’s obligations contained in this Purchase Agreement are not satisfied or if the Underwriter’s obligations shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the City shall have any further obligation hereunder.

9. The Underwriter shall have the right to terminate this Purchase Agreement, without liability therefor, by written notification to the City if at any time at or prior to the Closing in the Underwriter’s reasonable judgment any of the following events shall occur:
(a) The market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by any of the following events:
(i) Legislation shall be enacted by or recommended to the Congress for passage by the President of the United States, or the Treasury Department of the United States or the Internal Revenue Service or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or of the State or the United States Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed, the effect of any or all of which would be to alter, directly or indirectly, federal income taxation upon interest received on obligations of

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the general character of the Bonds, or the interest on the Bonds as described in the Official Statement, or other action or events shall have transpired which may have the purpose or effect, directly or indirectly, of changing the federal income tax consequences of any of the transactions contemplated herein; or
(ii) There shall have occurred any (1) new material outbreak of hostilities (including, without limitation, an act of terrorism) or (2) new material other national or international calamity or crisis, or any material adverse change in the financial, political or economic conditions affecting the United States, including, but not limited to, an escalation of hostilities that existed prior to the date hereto; or
(iii) Legislation enacted (or resolution passed) by the Congress or an order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering, or sale of obligations of the general character of the Bonds, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of the federal securities law as amended and then in effect; or (iv) A general suspension of trading in securities on the New York Stock Exchange or any other national securities exchange, the establishment of minimum or maximum prices on any such national securities exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, or any material increase of restrictions now in force (including, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter); or (v) Except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the City shall have occurred; or
(vi) Any rating of the Bonds or other obligations of the Insurer by a national rating agency shall have been withdrawn or downgraded or placed on negative outlook or negative watch; or
(vii) Any rating of the Bonds or other obligations of the City by a national rating agency shall have been withdrawn or downgraded or placed on credit watch with negative outlook; or

19.25 17
(b) A general banking moratorium shall have been established by federal, State of New York or California authorities; or
(c) Any amendment to the federal or California Constitution or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the City, its property, income or securities (or interest thereon), or the ability of the City to execute the Indenture or the City to issue the Bonds and pledge the Revenues as contemplated by the Indenture and the Official Statement; or (d) Establishment of any new restrictions in securities materially affecting the free market for securities of the same nature as the Bonds (including the imposition of any limitations on interest rates) or the charge to the net capital requirements of the Underwriter established by the New York Stock Exchange, the Securities and Exchange Commission, any other Federal or state agency or the Congress of the United States, or by Executive Order; or (e) Any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Preliminary Official Statement or the Official Statement, or results in the Preliminary Official Statement or the Official Statement containing any untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(f) A material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or
(g) An event described in Section 7(j) hereof shall have occurred which, in the reasonable professional judgment of the Underwriter, requires the preparation and publication of a supplement or amendment to the Official Statement; or (h) A decision by a court of the United States shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act of 1933, as amended, the Exchange Act of 1934, as amended and the Trust Indenture Act of 1939, as amended.

10. Performance by the City of its respective obligations under this Purchase Agreement is conditioned upon (i) performance by the Underwriter of its obligations hereunder, and (ii) receipt by the Underwriter of all opinions and certificates to be delivered at Closing by persons and entities other than the City.

11. (a) The Underwriter shall be under no obligation to pay, and the City shall pay or cause to be paid out of the proceeds of the Bonds, all expenses incident to the performance of the City’s obligations hereunder, including but not limited to: the cost of photocopying and delivering the Bonds to the Underwriter; the cost of preparing, printing (and/or word processing

19.26 18
and reproducing), distributing and delivering the City Documents and the cost of printing, distributing and delivering the Preliminary Official Statement and the Official Statement in such reasonable quantities as requested by the Underwriter; and the fees and disbursements of Bond Counsel, Disclosure Counsel, any accountants, financial advisors or other engineers or experts or consultants the City have retained in connection with the Bonds and expenses (included in the expense component of the Underwriter’s spread) incurred on behalf of the City officers or employees which are incidental to implementing this Purchase Agreement, including, but not limited to, meals, transportation, lodging, and entertainment of those officers or employees. (b) Whether or not the Bonds are delivered to the Underwriter as set forth herein, the City shall be under no obligation to pay, and the City shall not pay, any expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those specifically enumerated in subsection (a) of this section), including any advertising expenses and the fees of the California Debt and Investment Advisory Commission, CUSIP services bureau charges, regulatory fees imposed on the Underwriter for new security issues, the cost of preparation of any “blue sky” or legal investment memoranda and the fees and disbursements of Underwriter’s Counsel.

12. Any notice or other communication to be given to the Underwriter may be given by delivering the same to Hilltop Securities Inc., 777 S. Hwy 101, Suite 104, Solana Beach, California 92075, Attention: Public Finance Department. Any notice or other communication to be given to the City may be given by delivering the same to addresses initially provided herein, Attention: Director of Finance. The approval of the Underwriter when required hereunder or the determination of satisfaction as to any document referred to herein shall be in writing signed by the Underwriter and delivered to you.

13. This Purchase Agreement is made solely for the benefit of the City and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof.

14. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which such counterparts shall together constitute but one and the same instrument.

15. The representations and warranties of the City set forth in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and warranties of the City and regardless of delivery of and payment for the Bonds.

16. The primary role of the Underwriter, as underwriter, is to purchase the Bonds for resale to investors in an arms-length commercial transaction among the City and the Underwriter.

The Underwriter has financial and other interests that differ from those of the City.

19.27 19

17. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and the Underwriter and shall be valid and enforceable as of the time of such acceptance.

18. This Purchase Agreement shall be governed by the laws of the State of California.

This Purchase Agreement shall not be assigned by either party hereto.

19. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds by the City and represents the entire agreement of the parties as to the subject matter herein.

20. Any provision of this Purchase Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Purchase Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

19.28 S-1

21. This Purchase Agreement shall be governed by the laws of the State of California.

HILLTOP SECURITIES INC.

By:

Title:

The foregoing is hereby agreed to and accepted as of the date first above written:

CITY OF SANTA CRUZ
By: ________________________________
Authorized Officer
Time of Execution: _____________ p.m. California time
[SIGNATURE PAGE OF BOND PURCHASE AGREEMENT – CITY OF
SANTA CRUZ 2025 PARKING REVENUE BONDS]

19.29 A-1

EXHIBIT A
$_______

CITY OF SANTA CRUZ
2025 PARKING REVENUE BONDS
Maturity
(April 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-TheOfferingPrice Rule
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
20__(T)
_________________
(T) Term Bond.
(C) Priced to optional call at [par] on April 1, 20__. * At the time of execution of this Purchase Agreement and assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement.

19.30 B-1

EXHIBIT B
$______

CITY OF SANTA CRUZ
2025 PARKING REVENUE BONDS

FORM OF ISSUE PRICE CERTIFICATE
The undersigned, Hilltop Securities Inc. (“Hilltop”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).

1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Hilltop offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated ________, 2025, by and between Hilltop and the City of Santa Cruz, Hilltop has agreed in writing that, (i) for each Maturity of the Holdthe-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which Hilltop has sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-theOffering-Price Maturity. (d) Issuer means City of Santa Cruz.

19.31 B-2
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is ______, 2025. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Hilltop’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificates as to Arbitrage and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall, A Professional Law Corporation in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

Dated: _________, 2025 HILLTOP SECURITIES INC.

By:

19.32 B-4

SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND HOLD-THE-OFFERINGPRICE MATURITIES (Attached)

19.33 B-5

SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)

19.34 Jones Hall, A Professional Law Corporation April 3, 2025

INDENTURE OF TRUST
between the

CITY OF SANTA CRUZ
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of May 1, 2025
Relating to
$__________
City of Santa Cruz
2025 Parking Revenue Bonds

19.35 INDENTURE OF TRUST
This INDENTURE OF TRUST, dated as of May 1, 2025, is between the CITY OF SANTA CRUZ, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the “City”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, with a corporate trust office in San Francisco, California, and being qualified to accept and administer the trusts hereby created (the “Trustee”).

BACKGROUND:

1. The City owns and operates a system of public parking lots, garages or other automotive or vehicular parking facilities (the “Parking Enterprise”), and the City has determined to finance the acquisition, construction and installation of improvements to the Parking Enterprise consisting generally of a public parking garage to be located at the intersection of Cedar and Cathcart Streets in downtown Santa Cruz (the “Public Parking Project”).

2. The City is a charter city organized and existing under the Constitution and laws of the State of California, and as such the City is authorized to make and enforce all laws and regulations in respect to municipal affairs under Sections 3, 5 and 7 of Article XI of the Constitution of the State of California and under Section 401 of the Charter of the City, subject only to such restrictions and limitations as may be provided in the Charter of the City and in the Constitution of the State of California.

3. Pursuant to its municipal affairs powers as a charter city, the City Council of the City has enacted the City of Santa Cruz Enterprise Revenue Bond Law, constituting Chapter 16.26 of the Santa Cruz Municipal Code (the “Bond Law”), under which the City is authorized to issue its revenue bonds for the purpose of financing improvements to the Parking System.

4. In order to provide financing for the Public Parking Project, the City Council has adopted its Resolution No. NS-______ on April 22, 2025, authorizing the issuance of City of Santa Cruz 2025 Parking Revenue Bonds in the aggregate principal amount of $__________ (the “Bonds”) under the provisions of the Bond Law, which shall be payable from and secured by a pledge of and lien on the revenues derived by the City from the ownership and operation of the Parking System as provided herein.

5. Payment of principal of and interest on the Bonds is insured by a Municipal Bond Insurance Policy (the “Bond Insurance Policy”) issued by Build America Mutual Assurance Company (the “Bond Insurer”), and the Bond Insurer is issuing a Municipal Bond Debt Service Reserve Insurance Policy (the “Reserve Policy”) to be credited to the Insured Reserve Fund which is established hereunder for the Bonds.

6. In order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and secured and to secure the payment of the principal thereof and of the interest thereon, the City Council of the City has authorized the execution of this Indenture.

19.36 AGREEMENT:

In order to secure the payment of the principal of and the interest on all the Bonds under this Indenture according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable considerations, the receipt of which is hereby acknowledged, the City and the Trustee hereby covenant and agree with one another, for the benefit of the respective Owners from time to time of the Bonds, as follows:

ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION
Section 1.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms defined in Appendix A attached to this Indenture have the respective meanings specified in Appendix A when used in this Indenture.

Section 1.02. Authorization. Each of the parties hereby represents and warrants that it has full legal authority and is duly empowered to enter into this Indenture, and has taken all actions necessary to authorize the execution hereof by the officers and persons signing it.

Section 1.03. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and include the neuter, masculine or feminine gender, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and do not affect the meaning, construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. (d) Whenever the term “may” is used herein with respect to an action by one of the parties hereto, such action shall be discretionary and the party who “may” take such action shall be under no obligation to do so.
(e) The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”

19.37 ARTICLE II

ISSUANCE OF BONDS
Section 2.01. Authorization and Purpose of Bonds. The City has reviewed all proceedings heretofore taken and has found, as a result of such review, and hereby finds and determines that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the City is now duly empowered, under each and every requirement of law, to issue the Bonds in the manner and form provided in this Indenture.

The City hereby authorizes the issuance of Bonds in the aggregate principal amount of $__________ under the Bond Law for the purposes of providing funds to finance the acquisition, construction and installation of the Public Parking Project. The Bonds shall be designated the “City of Santa Cruz 2025 Parking Revenue Bonds.” Section 2.02. Terms of the Bonds. The Bonds are issuable in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Bond has more than one maturity date. The Bonds shall be dated as of the Closing Date and shall mature on April 1 in the years and in the respective principal amounts and bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) at the respective rates per annum as set forth in the following table:

Maturity Date
(April 1)
Principal
Amount
Interest
Rate
Maturity Date
(April 1)
Principal
Amount
Interest
Rate
Interest on the Bonds shall be payable from the Bond Payment Date next preceding the date of authentication thereof unless:
(a) a Bond is authenticated on or before a Bond Payment Date and after the close of business on the preceding Record Date, in which event it shall bear interest from such Bond Payment Date;
(b) a Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the Closing Date; or (c) interest on any Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date

19.38 to which interest has been paid in full, payable on each Bond Payment Date.

Interest on the Bonds shall be payable on each Bond Payment Date to the persons in whose names the ownership of the Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Interest on any Bond which is not punctually paid or duly provided for on any Bond Payment Date shall be payable to the person in whose name the ownership of such Bond is registered on the Registration Books at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice of which is given to such Owner by first-class mail not less than 10 days prior to such special record date.

Interest on the Bonds shall be paid by check of the Trustee mailed by first class mail, postage prepaid, on each Bond Payment Date to the Owners of the Bonds at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date. At the written request of the Owner of Bonds in an aggregate principal amount of at least $1,000,000, which written request is on file with the Trustee as of any Record Date, the Trustee shall pay interest on such Bonds on each succeeding Bond Payment Date by wire transfer in immediately available funds to such account of a financial institution within the United States of America as specified in such written request, which written request shall remain in effect until rescinded in writing by the Owner. The Trustee shall pay principal of the Bonds in lawful money of the United States of America by check of the Trustee upon presentation and surrender thereof at the Office of the Trustee. The foregoing payment provisions are subject in all respects to the provisions of Section 2.05 so long as the Bonds are registered in the book-entry system of DTC.

Section 2.03. Redemption of Bonds.
(a) Optional Redemption. The Bonds maturing on or before April 1, 20__, are not subject to redemption prior to their respective stated maturities. The Bonds maturing on or after April 1, 20__, are subject to redemption in whole, or in part among maturities on such basis as set forth in a Certificate of the City filed with the Trustee, and in any event by lot within a maturity, at the option of the City, from any available source of funds, on any date on or after April 1, 20__, at a redemption price equal to 100% of the principal amount thereof to be redeemed together with accrued interest to the redemption date, without premium.

The City shall give the Trustee written notice of its intention to redeem Bonds under this subsection, and the manner of selecting such Bonds for redemption from among the maturities thereof, not less than 45 days prior to the date of redemption thereof. (b) Mandatory Sinking Fund Redemption. The Term Bonds are subject to mandatory redemption in part by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on April 1 in the respective years as set forth in the following table; provided, however, that if some but not all of such Term Bonds have been redeemed under subsection (a) of this Section, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of the Term Bonds so redeemed, to be allocated among such sinking fund payments on such basis as shall be determined by the

19.39 City, in integral multiples of $5,000 (as set forth in a schedule provided by the City to the Trustee).

Mandatory Sinking Fund Redemption of
Term Bonds Maturing April 1, 20__
Sinking Fund
Redemption Date
(April 1)
Principal Amount
To Be Redeemed
(c) Redemption From Net Proceeds of Insurance, Sale and Condemnation. The Bonds are subject to mandatory redemption, on any date, in whole, or in part on a pro rata basis among maturities, from the net proceeds of insurance, sale or condemnation credited towards the redemption of the Bonds by the City pursuant to Sections 5.04 or

5.04. The Bonds are subject to redemption under this subsection at a redemption price equal to the principal amount thereof to be redeemed, without premium, together with accrued interest thereon to the redemption date.
(d) Notice of Redemption. The Trustee on behalf and at the expense of the City shall mail (by first class mail) notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books, at least 20 but not more than 60 days prior to the date fixed for redemption; provided, however, that neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice shall state the date of the notice, the redemption date, the redemption place and the redemption price and shall designate the CUSIP numbers, the Bond numbers and the maturity or maturities (in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and shall require that such Bonds be then surrendered at the Office of the Trustee identified in such notice for redemption at the redemption price, giving notice also that further interest on such Bonds shall not accrue from and after the redemption date.
(e) Right to Rescind Notice of Redemption. The City has the right to rescind any notice of the optional redemption of Bonds under subsection (a) of this Section by written notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption. The City and the Trustee shall have no liability to the Bond Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption to the respective Owners of the Bonds designated for redemption, at their addresses appearing on the Registration Books. (f) Partial Redemption of Individual Maturity of Bonds. Whenever provision is made in this Section for the redemption of less than all of the Bonds of a particular maturity, the Trustee shall select the Bonds of such maturity to be redeemed by lot in any manner which the Trustee deems appropriate, in accordance with the procedures of DTC. For

19.40 purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 denominations and such separate denominations shall be treated as separate Bonds which may be separately redeemed.
(g) Partial Redemption of Individual Bond. If only a portion of any Bond is called for redemption, then upon surrender of such Bond the City shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the City, a new Bond or Bonds of the same series and maturity date, of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed. (h) Effect of Redemption. From and after the date fixed for redemption, if notice of redemption has been duly mailed and funds available for the payment of the principal of and interest on the Bonds so called for redemption have been duly provided, such Bonds so called shall cease to be entitled to any benefit under this Indenture other than the right to receive payment of the redemption price, and no interest shall accrue thereon from and after the redemption date specified in such notice. Unless otherwise directed in writing by the City, the Trustee shall cancel and dispose of all Bonds redeemed under this Section.
(I) Purchase in Lieu of Redemption. In lieu of redemption of any Bonds as provided in this Section, amounts held by the Trustee for such redemption may, with the consent of the Bond Insurer and at the Request of the City received by the Trustee at least 75 days prior to the selection of Bonds for redemption, be applied by the Trustee to the purchase of Bonds at public or private sale as and when and at such prices (including brokerage, accrued interest and other charges) as the City may in its discretion direct, in writing, but the City will not provide any directions which would exceed the redemption price which would be payable if such Bonds were redeemed.

Section 2.04. Book Entry System.
(a) Original Delivery. The Bonds shall be initially delivered in the form of a separate single fully registered bond (which may be typewritten) for each maturity of the Bonds. Upon initial delivery, the Trustee shall register the ownership of each Bond on the Registration Books in the name of the Nominee. Except as provided in subsection (c), the ownership of all of the Outstanding Bonds shall be registered in the name of the Nominee on the Registration Books.

With respect to Bonds the ownership of which shall be registered in the name of the Nominee, the City and the Trustee has no responsibility or obligation to any Depository System Participant or to any person on behalf of which the Nominee holds an interest in the Bonds. Without limiting the generality of the immediately preceding sentence, the City and the Trustee has no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed if the City elects to redeem the Bonds in part, (iv) the payment to any Depository System Participant or any other person, other than a Bond Owner as shown in the Registration Books, of any amount with respect to principal of or interest on the Bonds or (v) any consent given or other action taken by the Depository as Owner of the Bonds. The City

19.41 and the Trustee may treat and consider the person in whose name each Bond is registered as the absolute owner of such Bond for the purpose of payment of principal of and interest on such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers of ownership of such Bond, and for all other purposes whatsoever. The Trustee shall pay the principal of and the interest on the Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Bond Owner shall receive a Bond evidencing the obligation of the City to make payments of principal and interest under this Indenture. Upon delivery by the Depository to the City of written notice to the effect that the Depository has determined to substitute a new Nominee in its place, and subject to the provisions herein with respect to Record Dates, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice the City shall promptly deliver a copy of the same to the Trustee. (b) Representation Letter. In order to qualify the Bonds for the Depository’s book-entry system, the City has previously executed and delivered to such Depository a letter representing such matters as shall be necessary to so qualify the Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the City or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Bond Owners. Upon the written acceptance by the Trustee, the Trustee shall agree to take all action reasonably necessary for all representations of the Trustee in such letter with respect to the Trustee to at all times be complied with. In addition to the execution and delivery of such letter, the City may take any other actions, not inconsistent with this Indenture, to qualify the Bonds for the Depository’s book-entry program. (c) Transfers Outside Book-Entry System. If either (i) the Depository determines not to continue to act as Depository for the Bonds, or (ii) the City determines to terminate the Depository as such, then the City shall thereupon discontinue the book-entry system with such Depository. In such event, the Depository shall cooperate with the City and the Trustee in the issuance of replacement Bonds by providing the Trustee with a list showing the interests of the Depository System Participants in the Bonds, and by surrendering the Bonds, registered in the name of the Nominee, to the Trustee on or before the date such replacement Bonds are to be issued. The Depository, by accepting delivery of the Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the City fails to identify another Securities Depository to replace the Depository, then the Bonds shall no longer be required to be registered in the Registration Books in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging Bonds shall designate, in accordance with the provisions hereof.

If the City determines that it is in the best interests of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City may notify the Depository System Participants of the availability of such certificated Bonds through the Depository.

In such event, the Trustee shall issue, transfer and exchange Bonds as required by the Depository and others in appropriate amounts; and whenever the Depository requests, the Trustee and the City shall cooperate with the Depository in taking appropriate action (i) to make available one or more separate Bonds evidencing the Bonds to any Depository System Participant having Bonds credited to its account with the Depository, or (ii) to

19.42 arrange for another Securities Depository to maintain custody of a single certificate evidencing such Bonds, all at the City’s expense.
(d) Payments to the Nominee. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the letter described in subsection (b) of this Section or as otherwise instructed by the Depository.

Section 2.05. Form and Execution of Bonds. The Bonds, the form of Trustee’s certificate of authentication, and the form of assignment to appear thereon, are set forth in Appendix B attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture.

The Mayor of the City shall execute, and the City Clerk of the City shall attest, each Bond. Either or both of such signatures may be made manually or may be affixed by facsimile thereof. If any officer whose signature appears on any Bond ceases to be such officer before the Closing Date, such signature shall nevertheless be as effective as if the officer had remained in office until the Closing Date. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond are the proper officers of the City, duly authorized to execute debt instruments on behalf of the City, although on the date of such Bond any such person was not an officer of the City.

Only those Bonds bearing a certificate of authentication in the form set forth in Appendix B, manually executed and dated by the Trustee, are valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee is conclusive evidence that such Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

Section 2.06. Transfer and Exchange of Bonds.
(a) Transfer. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by a duly authorized attorney of such person, upon surrender of such Bond to the Trustee at its Office for cancellation, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. The Trustee shall collect any tax or other governmental charge on the transfer of any Bonds under this Section. Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Trustee shall authenticate and deliver to the transferee a new Bond or Bonds of like series, interest rate, maturity and aggregate principal amount. The City shall pay the cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer of Bonds.
(b) Exchange. The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of other authorized denominations and of the same series, interest rate and maturity. The Trustee shall collect any tax or other governmental charge on the exchange of any Bonds under this subsection (b). The City shall pay the cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange of Bonds.

19.43 (c) Limitations. The Trustee may refuse to transfer or exchange, under the provisions of this Section, any Bonds selected by the Trustee for redemption under Section 2.03, or any Bonds during the period established by the Trustee for the selection of Bonds for redemption.

Section 2.07. Registration Books. The Trustee shall keep or cause to be kept, at its Office, sufficient records for the registration and registration of transfer of the Bonds, which must at all times during normal business hours, and upon reasonable notice, be open to inspection by the City; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on the Registration Books, Bonds as hereinbefore provided.

Upon the occurrence of an Event of Default which requires the Bond Insurer to make payments under the Bond Insurance Policy, the Bond Insurer and any designated agent thereof shall have access to the Registration Books
Section 2.08. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond becomes mutilated, the City, at the expense of the Owner of such Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. The Trustee shall cancel every mutilated Bond surrendered to it in accordance with its customary procedures and deliver such mutilated Bond to, or upon the order of, the City. If any Bond is lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence is satisfactory and if indemnity satisfactory to the Trustee is given, the City, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen. The Trustee may require payment of a sum not exceeding the actual cost of preparing each new Bond issued under this Section and of the expenses that may be incurred by the Trustee in connection therewith. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Indenture with all other Bonds issued under this Indenture.

Notwithstanding any other provision of this Section, in lieu of delivering a new Bond for which principal has become due for a Bond which has been mutilated, lost, destroyed or stolen, the Trustee, at the written direction of the City, shall make payment of such Bond in accordance with its terms upon receipt of indemnity satisfactory to the Trustee.

Section 2.09. CUSIP Numbers. The City in issuing the Bonds may use CUSIP numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Owners; provided that the Trustee shall have no liability for any defect in the CUSP numbers as they appear on any Bond, notice or elsewhere, and, provided further that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Bonds or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Bonds, and any such redemption shall not be affected by any defect in or omission of such numbers. The City shall promptly notify the Trustee in writing of any change in the CUSIP numbers.

19.44 ARTICLE III
ISSUE OF BONDS; ACQUISITION AND

CONSTRUCTION OF THE PUBLIC PARKING PROJECT
Section 3.01. Issuance of Bonds. Upon the execution and delivery of this Indenture, the City shall execute and deliver Bonds in the aggregate principal amount of $__________ to the Trustee and the Trustee shall authenticate and deliver the Bonds to the Original Purchaser upon receipt of a Request of the City therefor.

Section 3.02. Deposit and Application of Proceeds. On the Closing Date, the Trustee shall apply the proceeds of the Bonds as follows:
(a) the Trustee shall deposit the amount of $________ in the Costs of Issuance Fund;
(b) the Trustee shall deposit the amount of $_________ in the Bond Fund, constituting capitalized interest on the Bonds; and (c) the Trustee shall deposit the amount of $_________, constituting the remainder of the Bond proceeds, in the Project Fund.

In addition, the Original Purchaser shall wire the amount of $________ of the purchase price of the Bonds to the Bond Insurer as payment of the premium on the Bond Insurance Policy, and the amount of $_________ of the purchase price of the Bonds to the Bond Insurer as payment of the premium on the Reserve Policy.

Section 3.03. Costs of Issuance Fund. The Trustee shall establish and maintain a separate fund to be known as the “Costs of Issuance Fund”. The Trustee shall disburse moneys in the Costs of Issuance Fund from time to time to pay Costs of Issuance upon submission of a Request of the City stating (a) the person to whom payment is to be made, (b) the amounts to be paid, (c) the purpose for which the obligation was incurred, (d) that such payment is a proper charge against the Costs of Issuance Fund, and (e) that such amounts have not been the subject of a prior Request of the City; in each case together with a statement or invoice for each amount requested thereunder. On October 1, 2025, the Trustee shall transfer any amounts remaining in the Costs of Issuance Fund to the Project Fund and the Trustee shall thereupon close the Costs of Issuance Fund.

Section 3.04. Project Fund. The Trustee shall establish and maintain a separate fund to be known as the “Project Fund”. Except as otherwise provided herein, moneys in the Project Fund shall be used solely for the payment of the Project Costs. The Trustee shall disburse moneys in the Project Fund from time to time to pay Project Costs (or to reimburse the City for payment of Project Costs) in accordance with Requisitions of the City filed with the Trustee (in the form as set forth in Appendix C hereto). Each such Requisition must state, with respect to each payment to be made thereby, (i) the name and address of the firm or corporation to whom payment is to be made, (ii) the amount and purpose of the payment and (iii) that each payment constitutes a Project Cost. The Trustee has no responsibility for payments made in accordance with this Section. The City shall maintain accurate records showing all disbursements from the Project Fund.

19.45 Upon the receipt by the Trustee of a Certificate of the City stating that the Public Parking Project has been completed and that no further amounts are required to be disbursed from the Project Fund, the Trustee shall close the Project Fund and transfer all remaining amounts therein to the Bond Fund.

Section 3.05. Acquisition and Construction of the Public Parking Project.

The City hereby agrees with due diligence to supervise and provide for, or cause to be supervised and provided for, the acquisition, construction and installation of the Public Parking Project in accordance with the plans and specifications, purchase orders, construction contracts and other documents relating thereto and approved by the City under all applicable requirements of law. All contracts for, and all work relating to, the acquisition, construction and installation of the Public Parking Project are subject to all applicable provisions of law relating to the acquisition and construction of public works by the City. Not later than 30 days following the completion of the Public Parking Project, the City shall file a Certificate of the City with the Trustee which states that the construction of the Public Parking Project has been completed and requests the Trustee to close the Project Fund as provided in Section 3.04.

Section 3.06. Plans and Specifications. The City has the right to specify the exact scope, nature and identification of the Public Parking Project and the respective components thereof. The City may from time to time amend any such plans and specifications, and thereby change or modify the description of the Public Parking Project or any component thereof.

Section 3.07. Validity of Bonds. The recital contained in the Bonds that they are issued pursuant to the laws of the State of California is conclusive evidence of their validity and of the regularity of their issuance.

ARTICLE IV
PLEDGE OF PARKING REVENUES;

FLOW OF FUNDS
Section 4.01. Pledge of Parking Revenues. Prior to the Net Revenue Conversion Date, the Bonds shall be secured by a first pledge of and lien on all of the Gross Revenues. From and after the Net Revenue Conversion Date, the Bonds shall be secured by a first pledge of and lien on all of the Net Revenues. In addition, the Bonds are secured by a pledge of all of the moneys in the Sinking Fund and the Bond Fund, including all amounts derived from the investment of such moneys. The Bonds and all other Parity Obligations (if any) shall be equally secured by a pledge, charge and lien upon the Pledged Revenues and such other moneys without priority for series, issue, number or date and the payment of the interest on and principal of the Bonds shall be and are secured by an exclusive pledge, charge and lien upon the Pledged Revenues and such other moneys. So long as any of the Bonds are Outstanding, the Pledged Revenues and such other moneys may not be used for any other purpose; except as expressly permitted by Section 4.03.

19.46 Section 4.02. Determination of Net Revenue Conversion Date. The pledge of and lien on the Gross Revenues for the security of the Bonds may be converted to a pledge of and lien on the Net Revenues, upon the occurrence of the following events (the “Coverage Test”):
(a) the amount of Net Revenues received by the City during any two consecutive Fiscal Years following the completion of the Public Parking Project based on financial statements of the City for such Fiscal Years which have been audited in accordance with Section

5.06, or during any other period of 24 consecutive months following the completion of the Public Parking Project based on a verification report of an independent financial advisory firm engaged by the City, are at least equal to 150% of the amount of Maximum Annual Debt Service; and
(b) the amount on deposit in the Supplemental Reserve Fund shall be at least equal to the Supplemental Reserve Requirement.

In the event the City determines that the Coverage Test has been met at any time following the completion of the Public Parking Project, the City may file with the Trustee a Certificate of the City which states such determination and identifies the calculations which demonstrate that the Coverage Test has been met. As provided in Section 4.01, upon the filing of such Certificate of the City with the Trustee the pledge of Gross Revenues for the security of the Bonds shall be converted to a pledge of Net Revenues. In the event the amount of Gross Revenues in any Fiscal Year following the Net Revenue Conversion Date fails to meet the Coverage Test, the Bonds shall nevertheless remain secured by a pledge of the Net Revenues. The determination by the City that the Coverage Test has been met shall be binding and conclusive.

Section 4.03. Receipt, Deposit and Application of Revenues. (a) The City has previously established the Parking Enterprise Fund, which it shall continue to hold and maintain for the purposes and uses set forth herein. The City shall deposit all Gross Revenues in the Parking Enterprise Fund promptly upon the receipt thereof, and shall apply amounts in the Parking Enterprise Fund solely for the uses and purposes set forth herein and in the Parity Obligation Documents. The City shall withdraw amounts on deposit in the Parking Enterprise Fund and apply such amounts at the times and for the purposes, and in the priority, as follows:
(i) following the Net Revenue Conversion Date (but only following the Net Revenue Conversion Date), all Operation and Maintenance Costs;
(ii) all payments of principal of and interest on the Bonds and any Parity Obligations;
(iii) prior to the Net Revenue Conversion Date, all Operation and Maintenance Costs;
(iv) to the Trustee, the amount of any deficiency in the Insured Reserve Fund or in any reserve fund established for Parity Obligations, the

19.47 notice of which deficiency has been given to the City in accordance with the related Parity Obligation Documents;
(v) to the Supplemental Reserve Fund, any Net Revenues remaining after the foregoing deposits have been made, in the event and to the extent the amount on deposit therein is less than the Supplemental Reserve Requirement;
(vi) any other payments required to comply with the provisions of this Indenture and any Parity Debt Documents, including Operation and Maintenance Costs prior to the Net Revenue Conversion Date; and (vii) any other purposes authorized under subsection (c) of this Section. (b) No Preference or Priority. Payment of the principal of and interest on the Bonds and any Parity Obligations shall be made without preference or priority. If the amount of Pledged Revenues on deposit in the Parking Enterprise Fund is at any time insufficient to enable the City to pay when due the principal of and interest on the Bonds and any Parity Obligations, such payments shall be made on a pro rata basis. (c) Other Uses Permitted. The City shall manage, conserve and apply the amounts on deposit in the Parking Enterprise Fund in such a manner that all deposits required to be made under the preceding subsection (b) are made at the times and in the amounts so required. Subject to the foregoing sentence, so long as no Event of Default has occurred and is continuing, the City may use and apply moneys in the Parking Enterprise Fund for (i) the payment of any subordinate obligations or any unsecured obligations, (ii) the acquisition and construction of improvements to the Enterprises, (iii) the prepayment of any other obligations of the City relating to the Enterprises, or (iv) any other lawful purposes of the City.

Section 4.04. Bond Fund; Application to Pay Debt Service. At least three Business Days prior to each Bond Payment Date, the City shall withdraw from the Parking Enterprise Fund and transfer to the Trustee an amount of Pledged Revenues which, together with other available amounts then on deposit in the Bond Fund, is at least equal to the aggregate amount of principal and interest coming due on the Bonds on such Bond Payment Date. The Trustee shall deposit such amounts upon receipt thereof in a special fund designated as the “Bond Fund” which the Trustee shall establish, maintain and hold in trust, to be held, disbursed, allocated and applied by the Trustee only as provided in this Indenture. The Trustee shall apply amounts in the Bond Fund solely for the purpose of (i) paying the interest on the Outstanding Bonds when due and payable (including accrued interest on any Bonds purchased or redeemed hereunder), (ii) paying the principal of the Bonds at the maturity thereof, and (iii) paying the principal of the Term Bonds upon the mandatory sinking fund redemption thereof. Upon the payment of all Outstanding Bonds, the Trustee shall transfer any moneys remaining in the Bond Fund to the City for deposit into the Parking Enterprise Fund.

Section 4.05. Supplemental Reserve Fund. The City shall establish a special fund designated as the “Supplemental Reserve Fund” which shall be applied solely as provided in this Section. Moneys in the Supplemental Reserve Fund shall be held in trust as a reserve for the payment when due of the principal of and interest on the Bonds. If on any Bond Payment Date the amounts available in the Bond Fund do not equal the amount of principal of and interest on the Bonds then coming due and payable, the Trustee shall

19.48 apply the moneys available in the Supplemental Reserve Fund to make such payments by transferring the amount necessary for this purpose to the Bond Fund, which transfers shall be made prior to making a draw on the Reserve Policy as provided in Section 4.07.

The City shall maintain an amount equal to the Supplemental Reserve Requirement, which shall be funded and maintained by the City from available Net Revenues as provided in Section 4.03(a)(v).

Section 4.06. Insured Reserve Fund. The Trustee shall establish a special fund designated as the “Insured Reserve Fund” to be held by the Trustee in trust for the benefit of the City and the Owners of the Bonds, to be applied solely as provided herein. Moneys in the Insured Reserve Fund shall be held in trust as a reserve for the payment when due of the principal of and interest on the Bonds. If on any Bond Payment Date the amounts available in the Bond Fund, following the application of amounts from the Supplemental Reserve Fund pursuant to Section 4.06, do not equal the amount of principal of and interest on the Bonds then coming due and payable, the Trustee shall apply the moneys available in the Insured Reserve Fund to make such payments by transferring the amount necessary for this purpose to the Bond Fund. Upon receipt of any delinquent payment with respect to which moneys have been advanced from the Insured Reserve Fund, such payment shall be deposited in the Insured Reserve Fund to the extent of such advance.

The Insured Reserve Requirement will be maintained in the form of the issuance of the Reserve Policy. Under the terms and conditions of the Reserve Policy, the Trustee shall deliver to the Bond Insurer a demand for payment under the Reserve Policy in the required form at least two Business Days before the date on which funds are required for the purposes set forth in this Section. The Trustee shall comply with all of the terms and provisions of the Reserve Policy for the purpose of assuring that funds are available thereunder when required for the purposes of the Insured Reserve Fund, within the limits of the coverage amount provided by the Reserve Policy. All amounts drawn by the Trustee under the Reserve Policy will be deposited into the Insured Reserve Fund and applied for the purposes thereof.

If the Trustee has actual knowledge that the amount on deposit in the Insured Reserve Fund at any time becomes less than the Insured Reserve Requirement (including as a result of a draw under the Reserve Policy), the Trustee shall promptly notify the City and the Bond Insurer of such fact and the City shall replenish the amount on deposit in the Insured Reserve Fund to the full amount of the Insured Reserve Requirement.

Section 4.07. Provisions Relating to Bond Insurer. So long as the Bond Insurance Policy and the Reserve Policy remain in effect, the City and the Trustee shall comply with all of the terms and provisions set forth in Appendix C and Appendix D, respectively. Such provisions are hereby incorporated into this Indenture by this reference, and shall control and supersede any conflicting or inconsistent provisions in this Indenture.

Section 4.08. Investments.
(a) Investment of Funds Held by City. All moneys in the Parking Enterprise Fund may be invested by the City from time to time in any securities in which the City may legally invest funds subject to its control.

19.49 (b) Investment of Funds Held by Trustee. The Trustee shall invest moneys in the funds and accounts held by it hereunder in Permitted Investments specified in the Request of the City delivered to the Trustee at least two Business Days in advance of the making of such investments. In the absence of any such direction from the City, the Trustee shall hold moneys in cash uninvested.
(c) General Investment Provisions. Obligations purchased as an investment of moneys in any fund or account shall be deemed to be part of such fund or account.

Whenever in this Indenture the City is required to transfer any moneys to the Trustee, such transfer may be accomplished by transferring a like amount of Permitted Investments. All interest or gain derived from the investment of amounts in any of the funds or accounts held by the Trustee hereunder shall be retained in the respective fund or account from which such investment was made. For purposes of acquiring any investments hereunder, the Trustee may commingle funds held by it hereunder upon receipt by the Trustee of the Request of the City. The Trustee may act as principal or agent in the acquisition or disposition of any investment and may impose its customary charges therefor. The Trustee shall incur no liability for losses, fees, taxes or other charge arising from any investments, reinvestment or liquidation of an investment made under this Section.

The Trustee shall furnish the City periodic cash transaction statements which include detail for all investment transactions effected by the Trustee or brokers selected by the City. Upon the City’s election, such statements shall be delivered via the Trustee’s online service and upon electing such service, paper statements shall be provided only upon request. The City waives the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, to the extent permitted by law. The City further understands that trade confirmations for securities transactions effected by the Trustee shall be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.

The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder.

Section 4.09. Valuation and Disposition of Investments. (a) Except as otherwise provided in subsection (b) of this Section, the City covenants that all investments of amounts deposited in any fund or account created by or under this Indenture, or otherwise containing gross proceeds of the Bonds (within the meaning of Section 148 of the Tax Code) shall be acquired, disposed of and valued (as of the date that valuation is required by this Indenture or the Tax Code) at Fair Market Value as such term is defined in subsection (d) below. The Trustee has no duty in connection with the determination of Fair Market Value other than to follow the investment directions of the City in any Certificate or Request of the City. (b) Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Tax Code shall be valued at cost thereof (consisting of present value thereof within the meaning of Section 148 of the Tax Code); provided that the City must inform the Trustee which funds are subject to a yield restriction, and must provide the Trustee with any necessary valuation criteria or formulae.

19.50 (c) Except as provided in the proceeding subsection (b), for the purpose of determining the amount in any fund, the Trustee shall value Permitted Investments credited to such fund at least annually at the Fair Market Value thereof. The Trustee may utilize computerized securities pricing services that may be available to it, including those available through its regular accounting system. If and as directed by the City in writing, the Trustee shall sell or present for redemption any Permitted Investment so purchased by the Trustee whenever it is necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Permitted Investment is credited, and the Trustee has no liability or responsibility for any loss, tax, fee or other charge resulting therefrom.
(d) For purposes of this Section, the term “Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Tax Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, or (iii) the investment is a United States Treasury Security -- State and Local Government Series which is acquired in accordance with applicable regulations of the United States Bureau of Public Debt.

ARTICLE V

COVENANTS OF THE CITY
Section 5.01. Punctual Payment; Compliance With Documents. The City shall punctually pay or cause to be paid the interest and principal to become due with respect to all of the Bonds in strict conformity with the terms of the Bonds and of this Indenture, and shall faithfully observe and perform all of the conditions, covenants and requirements of this Indenture and all Supplemental Indentures.

Section 5.02. Discharge of Claims. The City covenants that in order to fully preserve and protect the priority and security of the Bonds the City shall pay from the Pledged Revenues and discharge all lawful claims for labor, materials and supplies furnished for or in connection with the Parking Enterprise which, if unpaid, may become a lien or charge upon the Pledged Revenues prior or superior to the lien of the Bonds and materially impair the security for the Bonds. The City shall also pay from the Pledged Revenues all taxes and assessments or other governmental charges lawfully levied or assessed upon or in respect of the Parking Enterprise or upon any part thereof or upon any of the Pledged Revenues therefrom.

Section 5.03. Operation of Parking Enterprise in Efficient and Economical Manner. The City covenants and agrees to operate the Parking Enterprise in an efficient and economical manner and to operate, maintain and preserve the Parking Enterprise in good repair and working order.

19.51 Section 5.04. Sale or Eminent Domain of Parking Enterprise. Except as provided herein, the City covenants that the Parking Enterprise shall not be encumbered, sold, leased, pledged, any charge placed thereon, or otherwise disposed of, as a whole or substantially as a whole if such encumbrance, sale, lease, pledge, charge or other disposition would materially impair the ability of the City to pay the principal of or interest on all outstanding Parity Obligations, or would materially adversely affect its ability to comply with the terms of this Indenture or any Parity Obligation Documents. The City may not enter into any agreement which impairs the operation of the Parking Enterprise or any part of it necessary to secure adequate Pledged Revenues to pay the Bonds and all outstanding Parity Obligations, or which otherwise would impair the rights of the Bond Owners with respect to the Pledged Revenues. If any substantial part of the Parking Enterprise is sold, the payment therefor shall either (a) be used for the acquisition or construction of improvements and extensions or replacement facilities or (b) be applied to redeem the Bonds or any Parity Obligations in accordance with this Indenture and the Parity Obligation Documents, respectively, without preference or priority.

Any amounts received as awards as a result of the taking of all or any part of the Parking Enterprise by the lawful exercise of eminent domain, if and to the extent that such right can be exercised against such property of the City, shall either (a) be used for the acquisition or construction of improvements and extension of the Parking Enterprise, or (b) be applied to redeem the Bonds or any Parity Obligations in accordance with this Indenture and the Parity Obligation Documents, respectively, without preference or priority.

Section 5.05. Insurance. The City shall at all times maintain with responsible insurers all such insurance on the Parking Enterprise as is customarily maintained with respect to works and properties of like character against accident to, loss of or damage to the Parking Enterprise. If any useful part of the Parking Enterprise is damaged or destroyed, such part must be restored to usable condition. All amounts collected from insurance against accident to or destruction of any portion of the Parking Enterprise shall be used to repair or rebuild such damaged or destroyed portion of the Parking Enterprise, and to the extent not so applied, shall be applied to redeem the Bonds or any Parity Obligations in accordance with this Indenture and the Parity Obligation Documents, respectively, without preference or priority. The City shall also maintain, with responsible insurers, worker's compensation insurance and insurance against public liability and property damage to the extent reasonably necessary to protect the City, the Trustee and the Owners of the Bonds. The Trustee has no liability to determine whether the City is in compliance with the provisions of this Section.

Section 5.06. Records and Accounts. The City shall keep proper books of record and accounts of the Parking Enterprise, separate from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the Parking Enterprise. Said books shall, upon reasonable request, be subject to the inspection of the Trustee (who shall have no duty to inspect) and the Owners of not less than 10% of the Outstanding Bonds or their representatives authorized in writing.

The City shall cause the books and accounts of the Parking Enterprise to be audited annually by an Independent Accountant and shall make available for inspection by the Bond Owners at the Office of the Trustee, upon reasonable request, a copy of the report of such Independent Accountant. The City shall furnish a copy of such statements

19.52 to the Bond Insurer and, upon reasonable request, to the Trustee (who shall have no duty to inspect) and any Bond Owner.

Section 5.07. Rates and Charges.
(a) Covenant Regarding Gross Revenues. The City shall fix, prescribe, revise and collect rates, fees and charges for the services and facilities furnished by the Parking Enterprise during each Fiscal Year which are at least sufficient, after making allowances for contingencies and error in the estimates, to pay 100% of the following amounts:
(i) all Operation and Maintenance Costs estimated by the City to become due and payable in the Fiscal Year;
(ii) the principal of and interest on all outstanding Bonds and Parity Obligations as they become due and payable during the Fiscal Year, without preference or priority;
(iii) following the Net Revenue Conversion Date, all amounts, if any, required to restore the balance in the Supplemental Reserve Fund to the full amount of the Supplemental Reserve Requirement; (iv) all amounts, if any, required to restore the balance in the Insured Reserve Fund and in any reserve funds established for Parity Obligations to their required levels; and
(v) all payments required to meet any other obligations of the City which are charges, liens, encumbrances upon, or which are otherwise payable from, the Pledged Revenues during such Fiscal Year.

The provisions of this Section are not intended to indicate the order in which the Gross Revenues are to be applied. As provided in Section 4.01, prior to the Net Revenue Conversion Date, the Gross Revenues shall first be applied to make payments of the principal of and interest on all outstanding Bonds and Parity Obligations; and after the Net Revenue Conversion Date the Gross Revenues shall first be applied to pay Operation and Maintenance Costs.
(b) Covenant Regarding Net Revenues. In addition to the covenant set forth in the preceding clause (a) of this Section, following the Net Revenue Conversion Date the City shall fix, prescribe, revise and collect rates, fees and charges for the services and facilities furnished by the Parking Enterprise during each Fiscal Year which are sufficient to yield Net Revenues which are at least equal to 150% of the amount of principal of and interest on all outstanding Bonds and Parity Obligations as they become due and payable during such Fiscal Year; provided, however, that in the event that the actual collection of Net Revenues based on such rates, fees and charges is insufficient to yield Net Revenues which meet such requirement, such event shall not constitute an Event of Default unless it has continued uncured for a period of at least 12 months.

Section 5.08. Payment of Operation and Maintenance Costs. As provided in Section 4.01, prior to the Net Revenue Conversion Date the Gross Revenues shall be applied to make payments of principal of and interest coming due on the Bonds and any Parity Obligations in any Fiscal Year prior to the payment of Operation and Maintenance

19.53 Costs coming due in such Fiscal Year. In the event and to the extent the amount of Gross Revenues following the payment of principal of and interest on the Bonds and any Parity Obligations in any Fiscal Year is insufficient to pay the Operation and Maintenance Costs coming due and payable in such Fiscal Year in full, the City shall pay the remaining Operation and Maintenance Costs from any source of legally available funds, including the General Fund of the City.

Section 5.09. Issuance of Parity Obligations. The City may issue additional Parity Obligations at any time following the Net Revenue Conversion Date, in such principal amount as it determines, subject to the following conditions precedent:
(a) No Event of Default (or no event with respect to which notice has been given and which, once all notice of grace periods have passed, would constitute an Event of Default) has occurred and is continuing. (b) The amount of Net Revenues as shown by the books of the City for the most recent Fiscal Year for which audited financial statements are available, plus at the option of the City any Additional Revenues, are at least equal to 150% of the amount of Maximum Annual Debt Service. The provisions of this subsection (b) shall not apply to the issuance of Parity Obligations the proceeds of which are applied to refinance the Bonds or other outstanding Parity Obligations, provided that the amount of Debt Service coming due on the Bonds and all outstanding Parity Obligations (including the Parity Obligations then being issued) is reduced in each Fiscal Year during the term thereof. (c) The issuance of such Parity Obligations shall comply with all conditions to the issuance thereof as set forth in the applicable provisions of the Parity Obligation Documents.
(d) The City shall deliver to the Trustee a Certificate of the City certifying, and an opinion of Bond Counsel stating, that the conditions precedent to the issuance of such Parity Obligations set forth in the foregoing provisions of this Section have been satisfied.

Section 5.10. Superior and Subordinate Obligations. The City shall not issue or incur any additional bonds or other obligations having any priority in payment of principal or interest out of the Pledged Revenues over the Bonds. Nothing herein limits or affects the ability of the City to issue or incur (a) Parity Obligations under Section 5.09, or (b) obligations which are either unsecured or which are secured by an interest in the Pledged Revenues which is junior and subordinate to the pledge of and lien upon the Pledged Revenues established hereunder.

Section 5.11. Tax Covenants Relating to Bonds.
(a) Generally. The City shall not take any action or permit to be taken any action within its control which would cause or which, with the passage of time if not cured would cause, interest on the Bonds to become includable in gross income for federal income tax purposes.

19.54 (b) Private Activity Bond Limitation. The City shall assure that the proceeds of the Bonds are not used in a manner which would cause the Bonds to become “private activity bonds” within the meaning of section 141(a) of the Tax Code or to meet the private loan financing test of Section 141(c) of the Tax Code.
(c) Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Tax Code. (d) No Arbitrage. The City shall not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the Bond proceeds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date, would have caused the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Tax Code. (e) Rebate of Excess Investment Earnings. The City shall calculate or cause to be calculated all amounts of excess investment earnings with respect to the Bonds which are required to be rebated to the United States of America under Section 148(f) of the Tax Code, at the times and in the manner required under the Tax Code. The City shall pay when due an amount equal to excess investment earnings to the United States of America in such amounts, at such times and in such manner as may be required under the Tax Code, such payments to be made from any source of legally available funds of the City.

The City shall keep or cause to be kept, and retain or cause to be retained for a period of six years following the retirement of the Bonds, records of the determinations made under this subsection.

The Trustee has no duty to monitor the compliance by the City with any of the covenants contained in this Section.

Section 5.12. Compliance With Parity Obligation Documents. The City shall observe and perform all of the covenants, agreements and conditions on its part required to be observed and performed under all Parity Obligation Documents. The City shall not take or omit to take any action within its control which would, or which if not corrected with the passage of time would, constitute an event of default under and within the meaning of any Parity Obligation Documents.

Section 5.13. Continuing Disclosure. The City shall comply with and carry out all of the provisions of the Continuing Disclosure Certificate, which has been executed and delivered by the City on the Closing Date. Notwithstanding any other provision hereof, failure of the City to comply with the Continuing Disclosure Certificate shall not constitute an Event of Default hereunder; provided, however, that any Participating Underwriter (as such term is defined in the Continuing Disclosure Certificate) or any Owner or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations under this Section.

Section 5.14. Further Assurances. The City shall adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto the Owners of the Bonds, the Bond Insurer and the Trustee the rights and benefits provided in this Indenture.

19.55 ARTICLE VI

THE TRUSTEE
Section 6.01. Duties, Immunities and Liabilities of Trustee. (a) Performance of Duties. The Trustee shall, prior to the occurrence of an Event of Default, and after the curing or waiving of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or duties shall be read into this Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) Removal of Trustee. The City may remove the Trustee at any time, and shall remove the Trustee (i) if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Bond Insurer or by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or (ii) if at any time the Trustee ceases to be eligible in accordance with subsection (e) of this Section, or becomes incapable of acting, or is adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property is appointed, or any public officer takes control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation. The City may accomplish such removal by giving 30 days written notice to the Trustee, whereupon the City shall appoint a successor Trustee by an instrument in writing.
(c) Resignation by Trustee. The Trustee may at any time resign by giving written notice of such resignation to the City, and by giving notice of such resignation by first class mail, postage prepaid, to the Bond Insurer and to the Bond Owners at their respective addresses shown on the Registration Books. Upon receiving such notice of resignation, the City shall promptly appoint a successor Trustee by an instrument in writing. (d) Appointment of Successor Trustee. Any removal or resignation of the Trustee and appointment of a successor Trustee becomes effective upon acceptance of appointment by the successor Trustee. If no successor Trustee has been appointed and accepted appointment within 45 days following giving notice of removal or notice of resignation as aforesaid, the resigning Trustee, the Bond Insurer and any Owner (on behalf of such Owner and all other Owners) may petition, at the City’s expense, any federal or state court for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Indenture shall signify its acceptance of such appointment by executing and delivering to the City and to its predecessor Trustee a written acceptance thereof, and to the predecessor Trustee an instrument indemnifying the predecessor Trustee for any and all costs, liabilities, expenses or claims arising during the time the successor Trustee serves as Trustee hereunder, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless, upon the

19.56 receipt by the predecessor Trustee of the Request of the City or the request of the successor Trustee, and the payment of all amounts owed to it, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the City shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the City shall mail or cause the successor Trustee to mail, by first class mail postage prepaid, a notice of the succession of such Trustee to the trusts hereunder to the Bond insurer, to each Rating Agency which then maintains a rating on the Bonds, and to the Owners at the addresses shown on the Registration Books. If the City fails to mail such notice within 15 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the City. (e) Qualifications of Trustee. Any Trustee appointed under the provisions of this Section in succession to the Trustee shall:
(i) be a company or bank having trust powers,
(ii) have a corporate trust office in the State of California, (iii) have (or be part of a bank holding company system whose bank holding company has) a combined capital and surplus of at least $50,000,000, and
(iv) be subject to supervision or examination by federal or state authority.

If such bank or company publishes a report of condition at least annually, under law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such bank or company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in subsection (c) of this Section.

The City shall maintain a Trustee which is qualified under the provisions of the foregoing provisions of this subsection (e), so long as any Bonds are Outstanding.

The City will maintain a Trustee acceptable to the Bond Insurer and qualified under the provisions of the foregoing provisions of this subsection, so long as any Bonds are Outstanding.

Section 6.02. Merger or Consolidation. Any bank or company into which the Trustee may be merged or converted or with which either of them may be consolidated or any bank or company resulting from any merger, conversion or consolidation to which it shall be a party or any bank or company to which the Trustee may sell or transfer all or

19.57 substantially all of its corporate trust business, provided such bank or company shall be eligible under subsection (e) of Section 6.01, shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

Section 6.03. Rights and Liabilities of Trustee.
(a) The recitals of facts herein and in the Bonds contained are taken as statements of the City, and the Trustee has no responsibility for the correctness of the same, nor does it have any liability whatsoever therefor, nor make any representations as to the validity or sufficiency of this Indenture or of the Bonds nor shall it incur any responsibility in respect thereof, other than as expressly stated herein. The Trustee is, however, responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee is not liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee is not liable for the acts of any agents of the Trustee selected by it with due care. The Trustee may become the Owner of any Bonds with the same rights it would have if it were not Trustee and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of the Owners, whether or not such committee shall represent the Owners of a majority in principal amount of the Bonds then Outstanding. The Trustee, either as principal or agent, may engage in or be entrusted in any financial or other transaction with the City.
(b) The Trustee has no liability with respect to any action taken or omitted to be taken by it in accordance with the direction of Bond Insurer or the Owners of a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. (c) The Trustee has no liability for any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Indenture, except for actions arising from the negligence or willful misconduct of the Trustee. The permissive right of the Trustee to do things enumerated hereunder is not construed as a mandatory duty.
(d) The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
(e) The Trustee shall not be deemed to have actual or constructive knowledge of any Event of Default hereunder unless and until a responsible officer of the Trustee has actual knowledge thereof, or unless and until a responsible officer of the Trustee has received written notice thereof at its Designated Trust Office. Except as otherwise expressly provided herein, the Trustee is not bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection with the Bonds, or as to the existence of an Event of Default hereunder or thereunder. The Trustee is not responsible for the City’s payment of principal and interest on the Bonds, the City’s observance or

19.58 performance of any other covenants, conditions or terms contained herein, or the validity or effectiveness of any collateral given to or held by it. Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, the Trustee is not responsible for reviewing the contents of any financial statements furnished to the Trustee under Section 5.06 and may rely conclusively on the Certificate of the City accompanying such financial statements to establish the City’s compliance with its financial covenants hereunder, including, without limitation, its covenants regarding the deposit of Pledged Revenues into the Parking Enterprise Fund and the investment and application of moneys on deposit in the Parking Enterprise Fund (other than its covenants to transfer such moneys to the Trustee when due hereunder).
(f) No provision in this Indenture requires the Trustee to risk or expend its own funds or otherwise incur any financial liability hereunder. The Trustee is entitled to receive interest on any moneys advanced by it hereunder, at the maximum rate permitted by law. (g) The Trustee may establish additional accounts or subaccounts of the funds established hereunder as the Trustee deems necessary or prudent in furtherance of its duties under this Indenture.
(h) The Trustee has no responsibility or liability whatsoever with respect to any information, statement, or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds, nor shall the Trustee have any obligation to review any such material, and any such review by the Trustee shall not be deemed to create any obligation, duty or liability on the part of the Trustee.
(i) Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the City, personally or by agent or attorney at the sole cost of the City and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;
(j) At any and all reasonable times the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, have the right (but not the duty) fully to inspect the Parking Enterprise, including all books, papers and records of the City pertaining to the Parking Enterprise and the Bonds, and to take such memoranda from and with regard thereto as may be desired but which is not privileged by statute or by law.
(k) Before taking any action under Article VIII the Trustee may require indemnity satisfactory to the Trustee be furnished to it to hold the Trustee harmless from any expenses whatsoever and to protect it against any liability it may incur hereunder. (l) The immunities extended to the Trustee also extend to its directors, officers, employees, attorneys and agents.

19.59 (m) The permissive right of the Trustee to do things enumerated in this Indenture is not construed as a duty.
(n) The Trustee may execute any of the trusts or powers hereof and perform any of its duties through attorneys, agents and receivers and is not answerable for the conduct of the same if appointed by it with reasonable care.
(o) The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
(p) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (q) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Section 6.04. Right to Rely on Documents. The Trustee shall be protected in acting upon any notice, resolution, requisition, request, consent, order, certificate, report, opinion, facsimile transmission, electronic mail or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, of its selection, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in accordance therewith.

The Trustee is not bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and such person’s title thereto is established to the satisfaction of the Trustee.

Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee deems it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Certificate of the City, which shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this Indenture in reliance upon such Certificate, but the Trustee may (but has no duty to), in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. The Trustee may conclusively rely on any certificate or report of any Independent Accountant appointed by the City.

The Trustee agrees to accept and act upon facsimile or electronic transmission of written instructions and/or directions under this Indenture provided, however, that the Trustee has received a current incumbency certificate providing that the individual signor is an authorized signatory and containing the specimen signature of such designated person.

19.60 Section 6.05. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of this Indenture shall be retained in its possession and shall be subject during normal business hours, and upon reasonable prior written notice, to the inspection of the City and any Owner, and their agents and representatives duly authorized in writing.

Section 6.06. Compensation and Indemnification. Absent any agreement to the contrary, the City shall pay to the Trustee from time to time compensation for all services rendered under this Indenture and also all expenses, charges, legal and consulting fees and expenses and other disbursements and those of its attorneys (including any allocated costs of internal counsel), agents and employees, incurred in and about the performance of its powers and duties under this Indenture. The Trustee has a first lien on the Pledged Revenues and all funds and accounts held by the Trustee hereunder to secure the payment to the Trustee of all fees, costs and expenses, including compensation to its experts, attorneys and counsel incurred in declaring such Event of Default and in exercising the rights and remedies set forth in Article VIII. Any such expenses incurred by the Trustee shall be deemed to constitute a substantial contribution to the trust estate which secures the Bonds.

The City further covenants and agrees to indemnify and save the Trustee and its officers, directors, agents and employees, harmless against any, and all loss, claim, expense and liabilities, whether or not litigated, which it may incur arising out of or in the exercise and performance of its powers and duties hereunder, including the costs and expenses of defending against any claim of liability and of enforcing any remedies hereunder (including costs incurred to enforce this section) and under any related documents, but excluding any and all losses, expenses and liabilities which are due to the negligence or willful misconduct of the Trustee, its officers, directors, agents or employees.

The obligations of the City under this Section shall survive resignation or removal of the Trustee under this Indenture and payment of the Bonds and discharge of this Indenture.

Section 6.07. Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards, in which complete and accurate entries shall be made of all transactions made by it relating to the proceeds of the Bonds and all funds and accounts established and held by the Trustee under this Indenture. Such books of record and account shall be available for inspection by the City and the Bond Insurer at reasonable hours, during regular business hours, with reasonable prior notice and under reasonable circumstances. The Trustee shall furnish to the City, at least semiannually (provided that no additional statements shall be required to be furnished with the same frequency), an accounting (which may be in the form of its customary statements) of all transactions relating to the proceeds of the Bonds and all funds and accounts held by the Trustee under this Indenture. Upon the City’s election, such statements shall be delivered via the Trustee’s online service and upon electing such service, paper statements shall be provided only upon written request of the City to the Trustee.

19.61 ARTICLE VII

MODIFICATION AND AMENDMENT OF THIS

INDENTURE
Section 7.01. Amendments Permitted.
(a) Amendment With Bond Owner Consent. This Indenture and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended by the City and the Trustee upon Request of the City at any time by the execution of a Supplemental Indenture, but only with the written consent of the Bond Insurer and the Owners of a majority in aggregate principal amount of the Bonds then Outstanding with respect to all Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 9.05. Any such Supplemental Indenture becomes effective upon the execution and delivery thereof by the parties thereto and upon consent of the Bond Insurer and the requisite Bond Owners. No such modification or amendment shall:
(i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal thereof or interest thereon, at the time and place and at the rate and in the currency provided therein, without the written consent of the Owner of such Bond, or
(ii) permit the creation by the City of any mortgage, pledge or lien upon the Gross Revenues or the Net Revenues superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as expressly permitted by this Indenture), or reduce the percentage of Bonds required for the affirmative vote or written consent to an amendment or modification, or
(iii) modify any of the rights or obligations of the Trustee without its written consent.
(b) Amendment Without Bond Owner Consent. This Indenture and the rights and obligations of the City and of the Owners of the Bonds may also be modified or amended at any time by a Supplemental Indenture, without the consent of the Bond Insurer or any Owners of the Bonds, but only for any one or more of the following purposes:
(i) to add to the covenants and agreements of the City contained in this Indenture, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power herein reserved to or conferred upon the City;
(ii) to cure any ambiguity, or to cure, correct or supplement any defective provision contained in this Indenture, or in any other respect whatsoever as the City deems necessary or desirable, provided under any circumstances that such modifications or amendments do not materially adversely affect the interests of the Owners in the opinion of Bond Counsel filed with the City and the Trustee;

19.62 (iii) to provide for the issuance of Parity Obligations under Section 5.09, and to provide the terms and conditions under which such Parity Obligations may be issued, including but not limited to the establishment of special funds and accounts relating thereto and any other provisions relating solely thereto, subject to and in accordance with the provisions of Section 5.09; or
(iv) to amend any provision hereof to assure the exclusion from gross income of interest on the Bonds for federal income tax purposes under the Tax Code, if and to the extent permitted in the opinion of Bond Counsel filed with the City and the Trustee.
(c) Notice of Amendments. The City shall deliver or cause to be delivered a draft of any Supplemental Indenture to each Rating Agency which then maintains a rating on the Bonds, at least 10 days prior to the effective date of such Supplemental Indenture under this Section.

Section 7.02. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective under this Article, this Indenture shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all Owners, as the case may be, shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any Supplemental Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

Section 7.03. Endorsement or Replacement of Bonds After Amendment.

After the effective date of any amendment or modification hereof under this Article, the City may determine that any or all of the Bonds shall bear a notation, by endorsement in form approved by the City, as to such amendment or modification and in that case upon demand of the City the Owners of such Bonds shall present such Bonds for that purpose at the Office of the Trustee, and thereupon a suitable notation as to such action shall be made on such Bonds. In lieu of such notation, the City may determine that new Bonds shall be prepared and executed in exchange for any or all of the Bonds and in that case upon demand of the City the Owners of the Bonds shall present such Bonds for exchange at the Office of the Trustee without cost to such Owners.

Section 7.04. Amendment by Mutual Consent. The provisions of this Article shall not prevent any Owner from accepting any amendment as to the particular Bond held by such Owner.

Section 7.05. Trustee’s Reliance. The Trustee may conclusively rely, and is protected in relying, upon a Certificate of the City and an opinion of counsel stating that all requirements of this Indenture relating to the amendment or modification hereof have been satisfied and that such amendments or modifications do not materially adversely affect the interests of the Owners.

19.63 ARTICLE VIII
EVENTS OF DEFAULT;

REMEDIES OF BOND OWNERS
Section 8.01. Events of Default and Acceleration of Maturities. Each of the following events constitutes an Event of Default hereunder:
(a) Failure to pay any installment of the principal of any Bonds when due, whether at maturity as therein expressed, by proceedings for redemption, by acceleration, or otherwise.
(b) Failure to pay any installment of interest on the Bonds when due. (c) Failure by the City to observe and perform any of the other covenants, agreements or conditions on its part contained in this Indenture or in the Bonds, if such failure has continued for a period of 30 days after written notice thereof, specifying such failure and requiring the same to be remedied, has been given to the City by the Bond Insurer or the Trustee; provided, however, if in the reasonable opinion of the City the failure stated in the notice can be corrected, but not within such 30-day period, such failure shall not constitute an Event of Default if the City institutes corrective action within such 30-day period and thereafter diligently and in good faith cures the failure in a reasonable period of time.
(d) The City commences a voluntary case under Title 11 of the United States Code or any substitute or successor statute.
(e) The occurrence and continuation of an event of default under and as defined in any Parity Obligation Documents.

For purposes of determining whether any event of default has occurred under and as described in the preceding clauses (a) or (b), no effect shall be given to payments made by the Bond Insurer under the Bond Insurance Policy or the Reserve Policy.

If an Event of Default occurs and is continuing, the Trustee may, and at the written direction of the Bond Insurer or (with the prior written consent of the Bond Insurer) at the written direction of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding the Trustee shall, (a) declare the principal of the Bonds, together with the accrued interest thereon, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything in this Indenture or in the Bonds to the contrary notwithstanding, and (b) subject to the provisions of Section 8.06, exercise any other remedies available to the Trustee and the Bond Owners in law or at equity to enforce the rights of the Bond Owners under this Indenture.

Promptly upon becoming aware of the occurrence of an Event of Default, but in no event later than five Business Days following becoming aware of such occurrence, the Trustee shall give notice of such Event of Default to the City by telephone confirmed in writing. Such notice shall also state whether the principal of the Bonds has been declared to be or have immediately become due and payable. With respect to any Event of Default

19.64 described in clauses (a) or (b) above the Trustee shall, and with respect to any Event of Default described in clause (c) above the Trustee in its sole discretion may, also give such notice to the Owners in the same manner as provided herein for notices of redemption of the Bonds, which shall include the statement that interest on the Bonds shall cease to accrue from and after the date, if any, on which the Trustee declares the Bonds to become due and payable under the preceding paragraph (but only to the extent that principal and any accrued, but unpaid, interest on the Bonds is actually paid on such date).

This provision, however, is subject to the condition that if, at any time after the principal of the Bonds has been so declared due and payable, and before any judgment or decree for the payment of the moneys due has been obtained or entered, the City shall deposit with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal and interest at an interest rate of 10% per annum, and the reasonable fees and expenses of the Trustee, including fees and expenses of its attorneys, and any and all other defaults actually known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) has been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate has been made therefor, then, and in every such case, the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the City and to the Trustee, may, on behalf of the Owners of all of the Bonds, and with the consent of the Bond Insurer (if it has not failed to comply with its payment obligations under the Bond Insurance Policy or the Reserve Policy), rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon.

Section 8.02. Application of Funds Upon Acceleration. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of this Indenture shall be applied by the Trustee as follows and in the following order
(a) First, to the payment of any fees, costs and expenses incurred by the Trustee to protect the interests of the Owners of the Bonds; payment of the fees, costs and expenses of the Trustee (including fees and expenses of its counsel, including any allocated costs of internal counsel) incurred in and about the performance of its powers and duties under this Indenture and the payment of all fees, costs and expenses owing to the Trustee under Section 6.06, together with interest on all such amounts advanced by the Trustee at the maximum rate permitted by law.
(b) Second, to the payment of the whole amount then owing and unpaid upon the Bonds for interest and principal, with interest on such overdue amounts at the respective rates of interest borne by those Bonds, and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such interest, principal and interest on overdue amounts without preference or priority among such interest, principal and interest on overdue amounts ratably to the aggregate of such interest, principal and interest on overdue amounts.

19.65 (c) Third, to the payment of amounts due and owing to the Bond Insurer in respect of the Bond Insurance Policy or the Reserve Policy.

Section 8.03. Power of Trustee to Control Proceedings. If the Trustee, upon the happening of an Event of Default, takes any action, by judicial proceedings or otherwise, in the performance of its duties hereunder, whether upon its own discretion or upon the request of the Bond Insurer or the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, it has full power, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action. The Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in principal amount of the Outstanding Bonds hereunder opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation.

Section 8.04. Limitation on Owners’ Right to Sue. No Owner of any Bond has the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon this Indenture, unless:
(a) said Owner has previously given to the Trustee written notice of the occurrence of an Event of Default;
(b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding have requested the Trustee in writing to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name;
(c) said Owners have tendered to the Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; and
(d) the Trustee has failed to comply with such request for a period of 60 days after such written request has been received by, and said tender of indemnity has been made to, the Trustee.

Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of any remedy hereunder; it being understood and intended that no one or more Owners has any right in any manner whatever by his or their action to enforce any right under this Indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding Bonds.

The right of any Owner of any Bond to receive payment of the principal of and interest on such Bond as herein provided, shall not be impaired or affected without the written consent of such Owner (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly

19.66 prejudicial to such Owners), notwithstanding the foregoing provisions of this Section or any other provision of this Indenture.

Section 8.05. Non-waiver. Nothing in this Article or in any other provision of this Indenture or in the Bonds, affects or impairs the obligation of the City, which is absolute and unconditional, to pay from the Pledged Revenues and other amounts pledged hereunder, the principal of and interest on the Bonds to the Bond Owners when due and payable as herein provided, or affects or impairs the right of action, which is also absolute and unconditional, of the Bond Owners to institute suit to enforce such payment by virtue of the contract embodied in the Bonds.

A waiver of any default by the Bond Insurer or any Bond Owner shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of the Bond Insurer or any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Bond Insurer or upon the Owners by the Bond Law or by this Article may be enforced and exercised from time to time and as often as shall be deemed expedient by the Bond Insurer or the Bond Owners.

If a suit, action or proceeding to enforce any right or exercise any remedy is abandoned or determined adversely to the Bond Insurer or the Bond Owners, the City the Bond Owners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken.

Section 8.06. Actions by Trustee as Attorney-in-Fact. Any suit, action or proceeding which any Owner has the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners similarly situated and the Trustee is hereby appointed (and the successive respective Owners by taking and holding the Bonds shall be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the respective Owners for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact, subject to the provisions of Article VI. Notwithstanding the foregoing provisions of this Section, the Trustee has no duty to enforce any such right or remedy unless it has been indemnified to its satisfaction for any additional fees, charges and expenses of the Trustee related thereto, including without limitation the fees, expenses and charges of its attorneys and advisors.

Section 8.07. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Bond Law or any other law.

Section 8.08. Rights of the Bond Insurer. Anything in this Indenture to the contrary notwithstanding, upon the occurrence and continuation of an Event of Default, the Bond Insurer is entitled to control and direct the enforcement of all rights and remedies granted hereunder to the Bond Owners, or to the Trustee for the benefit of the Bond

19.67 Owners, including but not limited to rights and remedies granted under Section 8.01 and including but not limited to the right to approve all waivers of any Events of Default. The rights granted to the Bond Insurer hereunder shall be deemed terminated and may not be exercisable by the Bond Insurer during any period during which the Bond Insurer is in default under the Bond Insurance Policy or the Reserve Policy.

ARTICLE IX

MISCELLANEOUS
Section 9.01. Limited Liability of City. Notwithstanding anything contained in this Indenture, the City is not required to advance any moneys derived from any source of income other than the Pledged Revenues for the payment of the principal of or interest on the Bonds, or for the performance of any covenants herein contained (except to the extent any such covenants are expressly payable hereunder from the Gross Revenues). The City may, however, advance funds for any such purpose, provided that such funds are derived from a source legally available for such purpose and may be used by the City for such purpose without incurring indebtedness.

The Bonds are revenue bonds, payable exclusively from the Pledged Revenues and other funds as provided herein. The general fund of the City is not liable, and the credit of the City is not pledged, for the payment of the interest on or principal of the Bonds.

The Owners of the Bonds have no right to compel the forfeiture of any property of the City.

The principal of and interest on the Bonds are not a debt of the City, or a legal or equitable pledge, charge, lien or encumbrance upon any property of the City or upon any of its income, receipts or revenues except the Pledged Revenues and other funds pledged to the payment thereof as provided in this Indenture.

Section 9.02. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, gives to any person other than the City, the Bond Insurer and the Owners of the Bonds, any right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in this Indenture contained by and on behalf of the City shall be for the sole and exclusive benefit of the Trustee, the Bond Insurer and the Owners of the Bonds.

Section 9.03. Defeasance of Bonds. If the City pays and discharges the entire indebtedness on any Bonds in any one or more of the following ways:
(a) by paying or causing to be paid the principal of and interest on such Bonds, as and when the same become due and payable;
(b) by irrevocably depositing with the Trustee or an escrow agent, in trust, at or before maturity, an amount of cash which, together with the available amounts then on deposit in the funds and accounts established under this Indenture, in the opinion or report of an Independent Accountant is fully sufficient to pay such Bonds, including all principal and interest;
(c) by irrevocably depositing with the Trustee or an escrow agent, in trust, Federal Securities in such amount as an Independent

19.68 Accountant determines shall, together with the interest to accrue thereon and available moneys then on deposit in any of the funds and accounts established under this Indenture, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal and interest at or before maturity; or
(d) by purchasing such Bonds prior to maturity and tendering such Bonds to the Trustee for cancellation;
and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption has been duly given or provision satisfactory to the Trustee has been made for the giving of such notice, then, at the election of the City, and notwithstanding that any such Bonds have not been surrendered for payment, the pledge of the Pledged Revenues and other funds provided for in this Indenture and all other obligations of the Trustee and the City under this Indenture with respect to such Bonds shall cease and terminate, except only:
(a) the obligations of the City under Section 5.11,
(b) the obligation of the Trustee to transfer and exchange Bonds hereunder,
(c) the obligation of the City to pay or cause to be paid to the Owners of such Bonds, from the amounts so deposited with the Trustee, all sums due thereon, and
(d) the obligations of the City to compensate and indemnify the Trustee under Section 6.06.

The City shall file notice of such election with the Trustee. The Trustee shall pay any funds thereafter held by it, which are not required for said purpose, to the City.

In the case of a defeasance or payment of all of the Bonds Outstanding in accordance with this Section, the Trustee shall pay all amounts held by it in any funds or accounts hereunder, which are not required for said purpose or for payment of amounts due the Trustee under Section 6.06, to the City.

If the principal of and interest on the Bonds are paid by the Bond Insurer under the Bond Insurance Policy or the Reserve Policy, all covenants, agreements and other obligations of the City hereunder shall continue to exist and the Bond Insurer shall be subrogated to the rights of the Bond Owners.

Section 9.04. Execution of Documents and Proof of Ownership by Owners.

Any request, consent, declaration or other instrument which this Indenture may require or permit to be executed by any Owner may be in one or more instruments of similar tenor, and shall be executed by such Owner in person or by their attorneys appointed in writing.

Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, consent, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the

19.69 state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.

The ownership of Bonds and the amount, maturity, number and date of ownership thereof are conclusively proved by the Registration Books.

Any request, declaration or other instrument or writing of the Owner of any Bond binds all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Trustee in good faith and in accordance therewith.

Section 9.05. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned or held by or for the account of the City (but excluding Bonds held in any employees’ retirement fund) must be disregarded and deemed not to be Outstanding for the purpose of any such determination. The Trustee shall not be deemed to have knowledge that any Bond is owned or held by the City unless the City is the Registered Owner or the Trustee has received written notice to that effect.

Section 9.06. Waiver of Personal Liability. No member, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal of or interest on the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law.

Section 9.07. Disposition of Canceled Bonds. Whenever in this Indenture provision is made for the surrender to the City of any Bonds which have been paid or canceled under the provisions of this Indenture, a certificate of disposition duly executed by the Trustee shall be deemed to be the equivalent of the surrender of such canceled Bonds and the City shall be entitled to conclusively rely upon any statement of fact contained in any certificate with respect to the disposition of any such Bonds therein referred to. The City shall pay all costs of any microfilming of Bonds to be disposed of.

Section 9.08. Funds and Accounts. Any fund or account required by this Indenture to be established and maintained by the City or the Trustee may be established and maintained in the accounting records of the City or the Trustee, as the case may be, either as a fund or an account, and may, for the purpose of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account. All such records with respect to all such funds and accounts held by the City shall at all times be maintained in accordance with generally accepted accounting principles and all such records with respect to all such funds and accounts held by the Trustee shall be at all times maintained in accordance with industry practices; in each case with due regard for the protection of the security of the Bonds and the rights of every Owner thereof.

Section 9.09. Notices. All written notices to be given under this Indenture shall be given by first class or overnight mail or personal delivery to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other party in writing from time to time. Notice shall be effective either (a) upon transmission by facsimile transmission, electronic means or other form of telecommunication, (b) 48 hours

19.70 after deposit in the United States mail or overnight carrier, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The City or the Trustee may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder.

If to the City: City of Santa Cruz
809 Center Street, Room 101
Santa Cruz, California 95060
Attention: Director of Finance
If to the Trustee: U.S. Bank Trust Company, National Association Corporate Trust Dept.
1 California St, Ste 1000
Attention: Global Corporate Trust
San Francisco, California 94111
If to the Bond Insurer: Build America Mutual Assurance Company 200 Liberty Street, 27th Floor
New York, New York 10281
Attention: Surveillance, Re: Policy No. 2023B0680
Telephone: (212) 235-2500
Telecopier: (212) 235-1542
Email: [email protected]
The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured email, facsimile transmission or other similar unsecured electronic methods; provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions and such party shall provide to the Trustee an incumbency certificate listing such authorized representative, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the party elects to give the Trustee email or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee's understanding of such instructions shall be deemed controlling.

The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees; (i) to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Trustee and that there may be more secure methods of transmitting instructions than the method(s) selected by the Trustee; and (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.

19.71 Section 9.10. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of the interest on or principal of the Bonds which remains unclaimed for two years after the date when the payments of such interest and principal have become payable, if such money was held by the Trustee at such date, or for two years after the date of deposit of such money if deposited with the Trustee after the date when the interest on and principal of such Bonds have become payable, shall be repaid by the Trustee to the City as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the City for the payment of the principal of and interest on such Bonds.

Section 9.11. Execution in Several Counterparts. This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the City and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature pages for all purposes.

Section 9.12. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, pandemics, epidemics, recognized public emergencies, quarantine restrictions, nuclear or natural catastrophes or acts of God, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, and hacking, cyberattacks, or other use or infiltration of the Trustee’s technological infrastructure exceeding authorized access; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 9.13. Waiver of Jury Trial. EACH OF THE CITY, THE BOND OWNERS

AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT

PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY

LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE BONDS OR THE TRANSACTION CONTEMPLATED HEREBY.

Section 9.14. U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

Section 9.15. Third-Party Beneficiary. The Bond Insurer shall be deemed to be a third-party beneficiary of this Indenture, with all rights of a third-party beneficiary.

19.72 Section 9.16. Governing Law. This Indenture shall be governed by and construed in accordance with the laws of the State of California.

IN WITNESS WHEREOF, the CITY OF SANTA CRUZ has caused this Indenture to be signed in its name by its City Manager and to be attested by its City Clerk, and U.S.

Bank Trust Company, National Association, in token of its acceptance of the trust created hereunder, has caused this Indenture to be signed in its corporate name by its officer identified below, all as of the day and year first above written.

CITY OF SANTA CRUZ
By
City Manager
Attest
City Clerk
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By
Vice President

19.73 A-1

APPENDIX A

DEFINITIONS
Unless the context clearly otherwise requires or unless otherwise defined herein, the capitalized terms defined in this Appendix A have the respective meanings given them in this Appendix when used in this Indenture. Any terms which are defined in the recitals of this Indenture and not otherwise defined in this Appendix A shall have the respective meanings give such terms in the recitals hereof.
“Additional Revenues” means, with respect to the issuance of any Parity Obligations, any or all of the following amounts:
(a) An allowance for Pledged Revenues from any additions or improvements to or extensions of the Parking Enterprise to be made by the City during the 36-month period following the issuance of such Parity Obligations, in an amount equal to 100% of the estimated additional average annual Pledged Revenues to be derived from all properties which are improved with a structure the construction of which has been completed prior to the date of issuance of such Parity Obligations and to which service shall be provided by such additions, improvements and extensions, all as shown by the certificate or opinion of a Financial Consultant.
(b) With respect to the calculations made pursuant to Section 5.09(b), an allowance for Pledged Revenues arising from any increase in the charges made for service from the Parking Enterprise which has become effective prior to the incurring of such Parity Obligations, in an amount equal to the total amount by which the Pledged Revenues would have been increased if such increase in charges had been in effect during the whole of the most recent Fiscal Year, all as shown by the certificate or opinion of a Financial Consultant. “Bond Counsel” means (a) Jones Hall, A Professional Law Corporation, or (b) any other attorney or firm of attorneys appointed by or acceptable to the City of nationallyrecognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes under the Tax Code. “Bond Insurance Policy” means the Municipal Bond Insurance Policy issued by the Bond Insurer with respect to the Bonds.
“Bond Insurer” means Build America Mutual Assurance Company, its successors and assigns, as issuer of the Bond Insurance Policy and the Reserve Policy. “Bond Law” means the City of Santa Cruz Enterprise Revenue Bond Law, constituting Chapter 16.26 of the Santa Cruz Municipal Code, as in effect on the Closing Date or as thereafter amended in accordance with its terms. “Bond Fund” means the fund by that name established and held by the Trustee under Section 4.02(a).

19.74 A-2
“Bond Payment Date” means April 1 and October 1 in each year, beginning October 1, 2025, and continuing so long as any Bonds remain Outstanding. “Bonds” means the City of Santa Cruz 2025 Parking Revenue Bonds issued in the aggregate principal amount of $__________ and at any time Outstanding hereunder. “Business Day” means a day (other than a Saturday or a Sunday) on which banks are not required or authorized to remain closed in the city in which the Office of the Trustee is located, and on which the Federal Reserve Bank system is not closed. “Certificate of the City” means a certificate in writing signed by the City Manager, the Director of Finance or any other officer of the City duly authorized by the City Council for that purpose.
“City” means the City of Santa Cruz, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California. “Closing Date” means April __, 2025, being the date of delivery of the Bonds to the Original Purchaser.
“Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the City relating to the authorization, issuance, sale and delivery of the Bonds, including but not limited to: printing expenses; rating agency fees; filing and recording fees; initial fees, expenses and charges of the Trustee and its counsel, including the Trustee’s first annual administrative fee; fees, charges and disbursements of attorneys, financial advisors, accounting firms, consultants and other professionals; fees and charges for preparation, execution and safekeeping of the Bonds; premiums payable to the Bond Insurer for the Bond Insurance Policy and the Reserve Policy; and any other cost, charge or fee in connection with the original issuance of the Bonds. “Costs of Issuance Fund” means the fund by that name established and held by the Trustee under Section 3.03.
“Coverage Test” has the meaning given such term in Section 4.02. “Depository” means (a) initially, DTC, and (b) any other Securities Depository acting as Depository under Section 2.04.
“Depository System Participant” means any participant in the Depository's bookentry system. “DTC” means The Depository Trust Company, New York, New York, and its successors and assigns.
“Event of Default” means any of the events described in Section 8.01. “Federal Securities” means: (a) any direct general non-callable obligations of the United States of America, including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America; and (b) any obligations the timely payment of principal of and interest on which are fully guaranteed

19.75 A-3
by the United States of America or which are secured by obligations described in the preceding clause (a).
“Financial Consultant” means any consultant or firm of such consultants appointed by the City and who, or each of whom: (a) is judged by the City to have experience in matters relating to the financing of Parking Enterprises; (b) is in fact independent and not under domination of the City; (c) does not have any substantial interest, direct or indirect, with the City; and (d) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make reports to the City. “Fiscal Year” means the period commencing on July 1 of each year and terminating on the next succeeding June 30, or such other period as may be established by the City as its official fiscal year period (written notice of which shall be given by the City to the Trustee).
“Gross Revenues” means all gross income and revenue received by the City from the ownership and operation of the Parking Enterprise, including, without limiting the generality of the foregoing (a) amounts received from on-street parking facilities, parking garages and other off-street parking facilities, including parking meter revenues, rental income and amounts received from the sale of parking permits; (b) parking deficiency fees. assessments and other in lieu parking charges; (c) income derived from the investment of amounts in the Parking Enterprise Fund; and (d) all other income and revenue which is accounted for by the City within the Parking Enterprise Fund. The term “Gross Revenues” does not include amounts received from fines, citations and other parking infractions. “Indenture” means this Indenture of Trust, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture pursuant to the provisions hereof.
“Independent Accountant” means any accountant or firm of such accountants appointed and paid by the City, and who, or each of whom (a) is in fact independent and not under domination of the City; (b) does not have any substantial interest, direct or indirect, with the City; and (c) is not connected with the City as an officer or employee of the City, but who may be regularly retained to make annual or other audits of the books of or reports to the City.
“Insured Reserve Fund” means the fund by that name established and held by the Trustee under Section 4.06.
“Insured Reserve Requirement” means the amount of $_______, being the amount of Maximum Annual Debt Service determined as of the Closing Date. “Maximum Annual Debt Service” means, as of the date of any calculation, the maximum sum obtained for the current or any future Fiscal Year so long as any of the Bonds remain Outstanding by totaling the following amounts for such Fiscal Year:
(a) the aggregate amount of principal of and interest on the Outstanding Bonds and the outstanding Parity Obligations coming due and payable in such Fiscal Year; and

19.76 A-4
(b) the aggregate amount of principal of and interest on all outstanding Parity Obligations coming due and payable by their terms in such Fiscal Year.
“Net Revenue Conversion Date” means the date on which the City files with the Trustee a Certificate of the City pursuant to Section 4.02 stating that the Coverage Test has been met.
“Net Revenues” means, for any period, an amount equal to all of the Gross Revenues received during such period, minus the amount required to pay all Operation and Maintenance Costs becoming payable during such period. “Nominee” means (a) initially, Cede & Co. as nominee of DTC, and (b) any other nominee of the Depository designated pursuant to Section 2.04(a). “Office” means, with respect to the Trustee, the corporate trust office of the Trustee at the address set forth in Section 9.09, or at such other or additional offices as may be specified by the Trustee in writing to the City.
“Operation and Maintenance Costs” means the reasonable and necessary costs paid or incurred by the City for maintaining and operating the Parking Enterprise, determined in accordance with generally accepted accounting principles, including but not limited to (a) all reasonable expenses of management and repair and other expenses necessary to maintain and preserve the Parking Enterprise in good repair and working order, and (b) all administrative costs of the City that are charged directly or apportioned to the operation of the Parking Enterprise, such as salaries and wages of employees, overhead, taxes (if any) and insurance. “Operation and Maintenance Costs” do not include (i) administrative costs of the Bonds which the City is required to pay under this Indenture, (ii) payments of debt service on bonds, notes or other obligations issued by the City with respect to the Parking Enterprise, (iii) depreciation, replacement and obsolescence charges or reserves therefor, and (iv) amortization of intangibles or other bookkeeping entries of a similar nature.
“Original Purchaser” means ___________, as the original purchaser of the Bonds upon their delivery by the Trustee on the Closing Date. “Outstanding,” when used as of any particular time with reference to Bonds, means all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except: (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (b) Bonds with respect to which all liability of the City has been discharged in accordance with Section 9.03; (c) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture and Bonds paid pursuant to the last sentence of Section 2.08; and (d) Bonds which are required to be disregarded and not deemed Outstanding under Section 9.05.
“Owner,” when used with respect to any Bond, means the person in whose name the ownership of such Bond shall be registered on the Registration Books.

19.77 A-5
“Parity Obligation Documents” means all leases, installment sale agreements, trust agreements, indentures of trust and other documents prescribing the terms and provisions applicable to any issue of Parity Obligations.
“Parity Obligations” means all bonds, notes, loan agreements, installment sale agreements, leases or other obligations of the City payable from and secured by a pledge of and lien upon any of the Pledged Revenues issued or incurred on a parity with the Bonds under Section 5.09.
“Parking Enterprise” means all public parking lots, off-street and on-street parking spaces, garages or other automotive or vehicular parking facilities owned, leased or otherwise controlled by the City within the area known as “Parking District No. 1,” including any and all incidental and related facilities and lands, easements, rights in lands, contract rights and franchises appurtenant thereto.
“Parking Enterprise Fund” means the fund or account established and held by the City for the deposit of Gross Revenues of the Parking Enterprise. Such fund or account may be designated in any manner deemed advisable by the City, and may be maintained in one or more funds or accounts.
“Permitted Investments” means any of the following which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein:
(a) Federal Securities.
(b) Any direct or indirect obligations of an agency or department of the United States of America whose obligations represent the full faith and credit of the United States of America, or which are rated A or better by any Rating Agency.
(c) Bank deposit products, demand deposits, including interest bearing money market accounts, time deposits, trust funds, trust accounts, overnight bank deposits, other deposit products, Bonds of deposit, including those placed by a third party pursuant to an agreement between the Trustee and the City, or bankers acceptances of depository institutions, including the Trustee or any of its affiliates, interest-bearing deposit accounts (including Bonds of deposit) in federal or State chartered savings and loan associations or in federal or State of California banks (including the Trustee and its affiliates), provided that: (i) the unsecured obligations of such commercial bank or savings and loan association are rated A or better by any Rating Agency at the time of purchase; (ii) such deposits are fully insured by the Federal Deposit Insurance Corporation; or (iii) such deposits are collateralized by Defeasance Securities in the amount exceeding FDIC insurance.
(d) Commercial paper rated in the highest short-term rating category by any Rating Agency at the time of purchase.

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(e) Federal funds or bankers acceptances with a maximum term of one year of any bank which an unsecured, uninsured and unguaranteed obligation rating in the highest rating category of any Rating Agency. (f) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating in the highest rating category of any Rating Agency (such funds may include funds for which the Trustee, its affiliates, parent or subsidiaries receive and retain a fee for services provided to the fund whether as a custodian, transfer agent, investment advisor or otherwise).
(g) Obligations the interest on which is excludable from gross income pursuant to Section 103 of the Tax Code and which are either (a) rated A or better by any Rating Agency, or (b) fully secured as to the payment of principal and interest by Federal Securities. (h) Bonds or notes issued by any state or municipality which are rated by any Rating Agency in one of the two highest rating categories assigned by such Rating Agency.
(i) Any investment agreement with, or guaranteed by, a financial institution the long-term unsecured obligations or the claims paying ability of which are rated A or better by any Rating Agency at the time of initial investment.
(j) The Local Agency Investment Fund of the State of California, created under Section 16429.1 of the California Government Code, to the extent the Trustee is authorized to register such investment in its name.
“Pledged Revenues” means (a) prior to the Net Revenue Conversion Date, the Gross Revenues of the Parking Enterprise, and (b) from and after the Net Revenue Conversion Date, the Net Revenues of the Parking Enterprise. “Project Costs” means, with respect to the Public Parking Project, all costs of the acquisition, construction and installation thereof which are paid from moneys on deposit in the Project Fund, including but not limited to:
(a) all costs required to be paid to any person under the terms of any agreement for or relating to the acquisition, construction and installation of the Public Parking Project;
(b) obligations incurred for labor and materials in connection with the acquisition, construction and installation of the Public Parking Project; (c) the cost of performance or other bonds and any and all types of insurance that may be necessary or appropriate to have in effect in connection with the acquisition, construction and installation of the Public Parking Project;

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(d) all costs of engineering and architectural services, including the actual out-of-pocket costs for test borings, surveys, estimates, plans and specifications and preliminary investigations therefor, development fees, sales commissions, and for supervising construction, as well as for the performance of all other duties required by or consequent to the proper acquisition, construction and installation of the Public Parking Project;
(e) any sums required to reimburse the City for advances made for any of the above items or for any other costs incurred and for work done which are properly chargeable to the acquisition, construction and installation of the Public Parking Project;
(f) all financing costs incurred in connection with the acquisition, construction and installation of the Public Parking Project; (g) the interest components of the Installment Payments during the period of acquisition, construction and installation of the Public Parking Project; and
(h) amounts due and payable under the Revolving Credit Agreement, representing the refinancing of the costs of acquisition, construction and installation of the Public Parking Project.
“Project Fund” means the fund by that name established and held by the Trustee under Section 3.04.
“Public Parking Project” means the parking garage to be constructed by the City at the intersection of Cedar and Cathcart Streets in downtown Santa Cruz. As provided in Section 3.06, the City has the right to change or modify the description of the Public Parking Project or any component thereof in its sole discretion. “Rating Agency” means (a) S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC, of New York, New York, and its successors, and (b) Moody’s Investors Service, of New York, New York, and its successors; and (c) Fitch Ratings, of New York, New York, and its successors.
“Record Date” means, with respect to any Bond Payment Date, the 15th calendar day of the month preceding such Bond Payment Date.
“Registration Books” means the books maintained by the Trustee under Section

2.07 for the registration and transfer of ownership of the Bonds. “Reserve Policy” means the Municipal Bond Debt Service Reserve Insurance Policy issued by the Bond Insurer for credit to the Insured Reserve Fund on the Closing Date.
“Request of the City” means a request in writing signed by the City Manager, the Director of Finance or any other officer of the City duly authorized by the City Council for that purpose.

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“Securities Depositories” means DTC; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the City may designate in a Request of the City delivered by the City to the Trustee.
“Supplemental Indenture” means any indenture, agreement, resolution or other instrument hereafter duly adopted or executed in accordance with the provisions of Section 7.01.
“Supplemental Reserve Fund” means the fund by that name established and held by the City under Section 4.05.
“Supplemental Reserve Requirement” means, as of any date, an amount equal to 50% of Maximum Annual Debt Service determined as of such date. “Tax Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under said Code.
“Term Bonds” means the Bonds maturing on April 1, 20__. “Trustee” means U.S. Bank Trust Company, National Association, as Trustee hereunder, or any successor thereto appointed as Trustee hereunder in accordance with the provisions of Article VI.

19.81 Appendix B