Santa Cruz City Council
June 24, 2025

CITY COUNCIL AGENDA
Updated June 20, 2025 – Item 20
Regular Meeting - June 24, 2025
Council Chambers
809 Center Street
Santa Cruz
1:30 P.M. CLOSED SESSION
2:00 P.M. ORAL COMMUNICATIONS, CONSENT, GENERAL BUSINESS AND PUBLIC

HEARINGS
6:00 P.M. PUBLIC HEARING
Council meetings are hybrid, and may be viewed remotely, using any of the following sources:
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Or: Call any of the numbers below. If one is busy, try the next one.  1-833-548-0276 (Toll Free)
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 Enter the meeting ID number: 946 8440 1344
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Correspondence to be included in the agenda packet must be received by 5:00 pm on Monday, June 23rd
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, June 22nd by emailing the Mayor and the City Clerk. Approval will be confirmed via email.
[email protected] [email protected]
June 24, 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.

Closed Session
1:30 PM
Statements of Disqualification

1. Conference With Legal Counsel – Liability Claims (Government Code §54956.95)
1) Claimant: Miah Murray
2) Claimant: Christina Olsen
3) Claimant: Armando Tellez
4) Claimant: Michael Bradley Alerich
5) Claimant: Installed Building Products
Claims against the City of Santa Cruz

2. Conference with Legal Counsel – Anticipated Litigation (Government Code §54956.9(d)(2))
Significant exposure to litigation (one potential case to be discussed).

June 24, 2025 City Council 3
City Council
2:00 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 June 2025 as Elder Abuse Awareness Month

4. Mayoral Proclamation Declaring July 2025 as Parks and Recreation Month
Presiding Officer's Announcements
Statements of Disqualification
Additions and Deletions
City Attorney Report on Closed Session
Council Meeting Calendar

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

June 24, 2025 City Council 4
Consent Agenda

6. Resolution Extending the Emergency Declarations in Connection with the 2022/2023 Winter Storms and 2023/2024 Winter Storms (CA) LOCATION: Citywide
Motion to adopt a resolution extending by sixty days the Local Emergency Declarations in connection with the 2022/2023 and 2023/2024 winter storms.

7. 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.

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

9. Long-Term Safe Parking Operations and Management Award Contract (CM)
LOCATION: District 1
Motion to award a contract to People First of Santa Cruz County for the Long-Term Safe Parking Program operations and management in the amount of $489,732 and to authorize the City Manager to execute an agreement in a form approved by the City Attorney pending adoption of the FY 2026 approved budget. The Director of Homelessness Response and Community Programs is authorized to execute change orders within the approved budget.

June 24, 2025 City Council 5
Consent Agenda (continued)

10. Emergency Shelter Transportation Program Operations and Management Award Contract (CM)
LOCATION: District 1
Motion to award a contract to Community Bridges/Lift Line, Santa Cruz, CA for transportation operations for the Emergency Shelter Program in the amount of $437,994 and to authorize the City Manager to execute an agreement in a form approved by the City Attorney pending adoption of the FY 2026 approved budget. The Director of Homelessness Response and Community Programs is authorized to execute change orders.

11. City Overlook Emergency Shelter Operations and Management Award Contract (CM)
LOCATION: District 1
Motion to award a contract to People First of Santa Cruz County for the City Overlook emergency shelter operations and management in the amount of $4,292,879, and to authorize the City Manager to execute an agreement in a form approved by the City Attorney pending adoption of the FY 2026 approved budget. The Director of Homelessness Response and Community Programs is authorized to execute change orders within the approved budget.

12. Award Contract for California Youth Service Corps Grant (CM) LOCATION: Citywide
Motion to award a contract to Central Coast Energy Services (CCES) in the amount of $1,758,097.44 to implement the Monterey Bay Green Youth Service Corps project funded through a grant from California Volunteers State General Funds 0650-0001-001 and authorize the City Manager to execute an agreement in a form approved by the City Attorney.

June 24, 2025 City Council 6
Consent Agenda (continued)

13. Approval of Three (3) Professional Service Agreements for Qualified Consulting Firms to Provide On-call Environmental Consulting Services for California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) Compliance and Environmental Permitting Services (CM)
LOCATION: Citywide
Motion to approve the Professional Service Agreements for Qualified Consulting Firms to provide On-call Environmental Consulting Services for California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) Compliance and Environmental Permitting Services (CM).

14. Award Contract for Resilient Coast 2.0: Shoreline Adaptation Management Plans Funded by Ocean Protection Council Senate Bill 1 Grant Award - Budget Adjustment (CM)
LOCATION: Districts 2, 3, 4, and 6
Motion to:
1) Adopt a resolution amending the Fiscal Year 2025 budget in the amount of $509,970.00 to carry out the Ocean Protection Council grant funded project Resilient Coast Santa Cruz 2.0; and
2) Award a contract for coastal climate adaptation and environmental planning services to complete the Resilient Santa Cruz 2.0: Shoreline Adaptation Management Plans Project (Project) to AECOM Technical Services, Inc. (AECOM) in the amount of $395,999.35, reject all other proposals, and authorize the City Manager, or designee, to execute a contract in a form approved by the City Attorney with AECOM. The Purchasing Manager is authorized to execute change orders within the approved budget.

15. Designation of Voting Delegate to Attend the League of California Cities (LOCC) Annual Conference (CN)
LOCATION: Citywide
Motion to designate Councilmember Brunner as the voting delegate to attend the League of California Cities Annual Conference in Long Beach on October 8-10, 2025.

June 24, 2025 City Council 7
Consent Agenda (continued)

16. A Resolution Condemning the Use of Military Force in Civilian Communities, Recognizing the Contributions of Immigrants Locally and Nationally, and Affirming Santa Cruz’s Commitment to the Constitutional Rights of All People (CN)
LOCATION: Citywide
Motion to adopt a resolution condemning the use of military force in civilian communities, recognizing the contributions of immigrants locally and nationally, and affirming the City of Santa Cruz’s commitment to the Constitutional rights of all people.

17. A Resolution Affirming the City of Santa Cruz’s Commitment to Abide by the California Trans State of Refuge Act and Support for the Transgender, Gender Queer, Non-binary, Gender Fluid, Gender Nonconforming, and Intersex Community (CN) LOCATION: Citywide
Motion to adopt a resolution affirming the City of Santa Cruz’s (City) commitment to abide by the California Trans State of Refuge Act and support for the transgender, gender queer, non-binary, gender fluid, gender non-conforming, and intersex community.

18. Award Contract for Bethany Curve Bridge Culvert Community Mosaic Public Art - Budget Adjustment (EDH)
LOCATION: District 6
Motion to:
1) Award a contract to Community Arts & Empowerment for the Bethany Curve Bridge Culvert Community Mosaic Public Art in the amount of $188,204;
2) Authorize the City Manager to execute an agreement, amendments, and any related documents, in a form approved by the City Attorney, with Community Arts & Empowerment for the Bethany Curve Bridge Culvert Community Mosaic Public Art; and
3) Adopt a resolution amending the FY 2026 budget to transfer funding from the Water Department Percent for Public Art (Fund 714) to the CIP Public Art Fund (Fund 313) for the Bethany Curve Bridge Culvert Community Mosaic Public Art project.

June 24, 2025 City Council 8
Consent Agenda (continued)

19. Downtown Play and Paseos Project – Conceptual Design (EDH) LOCATION: District 4
Motion to:
1) Accept the staff recommendation for landscape and paseo improvements, and authorize and direct staff to proceed with Phase 2 of the Downtown Play and Paseos Project, including contracting with SWA Landscape Architects to prepare construction plans and specifications within the approved budget (ED IIG Parks and Paseos - c512402); together with execution of any necessary actions and documents; and
2) Approve the CEQA determination contained in this agenda report.

The Council’s action is exempt from CEQA under Section 15262 – Feasibility and Planning Studies, Sections 15301 – Existing Facilities, and 15304 – Minor Alterations to Land.

June 24, 2025 City Council 9
Consent Agenda (continued)
An attachment for the below item was amended.

20. Resolution to Authorize the City Manager to Finalize and Execute Agreements, in a Form Approved by the City Attorney, to Facilitate the Financial Closing Necessary for the Construction of the Downtown Library and Affordable Housing/Downtown Library Mixed-Use Project (DLAHP or DTLMU) Developed by Eden Housing, Inc. and For the Future Housing Inc. (Affordable Housing Developers) (EDH)
LOCATION: District 4
Motion to adopt a resolution authorizing the City Manager, or their designee, to:
1) Execute and record a final Parcel Map for 119 Lincoln Street dividing the City of Santa Cruz's (City) existing property into two separate legal parcels (Affordable Housing/ Residential Components parcel and City Components parcel) and execute and record in the official records a Reciprocal Easements/Covenants, Conditions and Restrictions (CC&Rs) Agreement governing the joint use and operation of the parcels and the separate projects constructed on each parcel in a form approved by the City Attorney. 2) Execute two ground leases to facilitate development of the Downtown Library Affordable Housing Project (DLAHP or DTMLU): Lease 1, a short-term lease, for Parcel 1 to develop and construct a Parking Garage, Library, and Commercial Retail Space (collectively, City Components) to be conveyed by the lessee and, thereafter, owned by the City, following completion of construction of the City Components; and Lease 2, a long-term lease, for Parcel 2 to develop, construct, own, and operate 123 affordable housing units (plus 1 manager's unit), and a daycare center (collectively, Residential Components) in a form approved by the City Attorney.
3) Finalize and execute an Improvements Agreement and any other additional required documents with the affordable housing developers Eden Housing, Inc. and For the Future Housing, Inc. (and/or their affiliates) to identify terms and commitments and conditions necessary to develop, construct and fund the City Components of the DLAHP in a form approved by the City Attorney.
4) Execute loan documents and regulatory agreements as required for the City's affordable housing funding sources in an amount not to exceed $7,255,621 for the Residential Components based on previous funding commitments, in forms approved by the City Attorney.
5) Execute and negotiate any additional requested documents as required by the lender(s) and investor for the Residential Components, consistent with approved project terms, in a form approved by the City Attorney, to facilitate the financial closing for the DTLMU project, and the subsequent construction of the DTLMU project.

June 24, 2025 City Council 10
Consent Agenda (continued)

21. Second Amendment to the Agreement for Fire Protection and Emergency Response Services and First Amendment of Lease of the UCSC Fire Station (FD)
LOCATION: Citywide
Motion to authorize the City Manager to execute the Second Amendment to the Agreement for Fire Protection and Emergency Response Services (Service Agreement) and the Second Amendment of Lease of the UCSC Fire Station (Lease Agreement) between the City of Santa Cruz (City) and the Regents of the University of California, on behalf of its Santa Cruz Campus (UCSC), extending the term for one (1) year with minor modifications.

22. Liability Claims Filed Against the City of Santa Cruz (FN) Motion to reject the liability claims of 1) Miah Murray, 2) Christina Olsen 3) Armando Tellez, 4) Michael Bradley Alerich, and to return as late the claim of 5) Installed Building Products, based on staff recommendation.

23. Pass-Through Agreement with Volunteer Center of Santa Cruz County - TDA Claimant (FN)
LOCATION: Citywide
Motion to authorize and direct the City Manager to execute an agreement with Volunteer Center of Santa Cruz County, allowing the City of Santa Cruz (City) to act as claimant for funds obtained from the Santa Cruz County Regional Transportation Commission (SCCRTC) for FY 2026.

24. Pass-Through Agreement with Community Bridges - TDA Claimant (FN) LOCATION: Citywide
Motion to authorize and direct the City Manager to execute an agreement with Community Bridges, allowing the City of Santa Cruz (City) to act as claimant for funds obtained from the Santa Cruz County Regional Transportation Commission (SCCRTC) for FY 2026.

June 24, 2025 City Council 11
Consent Agenda (continued)

25. Proposition 4 GANN Appropriations Limit Adjustment Factors (FN) LOCATION: Citywide
Motion to adopt a resolution to approve the selection of the annual adjustment factors to be utilized in the calculation of the City’s Proposition 4 Appropriations Limit (GANN Limit) based on the adopted budget for FY 2026, with amendments thereto, if any.

26. Authorize the Transfer and Use of Police Public Safety Impact Fee Funds to Outfit Three (3) Replacement Ford Explorer Police Interceptor Vehicles - Budget Adjustment (PD/PW)
LOCATION: Citywide
Motion to:
1) Adopt a resolution authorizing the City Manager of the City of Santa Cruz to transfer funds from the Public Safety Impact Fee Fund 215, in the amount of $74,480.91, to the FY 2026 General Fund budget to cover labor and equipment costs for outfitting three (3) replacement Ford Explorer Police Interceptor vehicles; and
2) Direct staff to utilize a County of Placer cooperative purchasing agreement (Contract No. SCN107418) with Lehr Auto (Hollister, CA) to procure the labor and equipment necessary to outfit the three (3) replacement Ford Explorer Police Interceptor vehicles, applying available PSIF funds in the amount of $74,480.91 and $8,406.60 from the Santa Cruz Police Department operational budget.

27. Contract Award for French Broom and Acacia Removal (PR) District: Citywide
Motion to approve a contract with The Davey Tree Expert Company for the revised total amount of $123,540 for French Broom and Acacia removal services.

June 24, 2025 City Council 12
Consent Agenda (continued)

28. 2025 Update to City of Santa Cruz Public Works Standard Details (PW) LOCATION: Citywide
Motion to:
1) Approve the City of Santa Cruz Public Works Standard Details; 2) Adopt a resolution to approve the Standard Details and authorize the City Engineer to approve future revisions pursuant to Government Code section 830.6; and
3) Find the City’s Standard Details Categorically Exempt under CEQA Guidelines 14 CCR section 15301(c).

29. Contract Amendment 3 for Santa Cruz County Regional Bike Share Program (PW)
LOCATION: Citywide
Motion to authorize the City Manager to execute the Third Amendment to the Professional Service Agreement for Santa Cruz County Regional Bike Share Program in a form acceptable to the City Attorney and authorize the Public Works Director to execute future contract amendments within the project budget.

30. Resource Recovery Facility Permanent Stormwater Treatment System Project - Request for Proposals and Authorization to Advertise and Award (PW)
LOCATION: District 6
Motion to approve the plans and specifications and authorize staff to advertise and award a Request for Proposals (RFP) for Design, Construction, and Maintenance Services for the Resource Recovery Facility Stormwater Treatment System Project (c402111). The City Manager is hereby authorized and directed to execute the contract in a form approved by the City Attorney, as authorized by Resolution No.

NS-27,563. The Public Works Director is authorized to execute change orders within the approved project budget.

June 24, 2025 City Council 13
Consent Agenda (continued)

31. Amendment to the Transportation and Public Works Commission’s Bylaws (PW)
LOCATION: Citywide
Motion to approve the amended Transportation and Public Works Commission Bylaws as amended by the Transportation and Public Works Commission on May 19, 2025.

32. DeLaveaga Golf Course – Roofing Repair Project (c402604) (PW) LOCATION: District 1
Motion to:
1) Authorize the issuance of an Invitation for Bid (IFB) for the DeLaveaga Roofing Repairs Project (c402604) and award the contract.

The City Manager is hereby authorized and directed to execute the contract in a form approved by the City Attorney. The Director of Public Works is authorized to execute change orders within the approved project budget; and
2) Approve the California Environmental Quality Act (CEQA) determination contained in this Agenda Report, including the application of the following exemptions: (1) Class 1 Categorical Exemption (14 CCR 15301) for existing facilities, and (2) Common Sense Exemption (14 CCR 15061).

33. Escalona Drive Storm Drain Rehabilitation (c401610) – Notice of Completion (PW)
LOCATION: District 6
Motion to accept the work of Visionbuild Construction, LLC (Pacifica, CA) as completed per plans and specifications, authorize the filing of the Notice of Completion for the Escalona Drive Storm Drain Rehabilitation (c401610), and authorize the Public Works Director to sign the Notice of Completion as the Owner’s Authorized Agent.

June 24, 2025 City Council 14
Consent Agenda (continued)

34. Emergency San Lorenzo River Lagoon Culvert Repair (e602302) – Contract Ratification - Budget Adjustment (PW)
LOCATION: Districts 2 and 4
Motion to:
1) Ratify a contract for emergency work with Syblon Reid (Folsom, CA) for repair of the San Lorenzo River Lagoon Culvert in the amount of $222,849 and;
2) Adopt a resolution to amend the FY 2025 budget to appropriate funds in the amount of $222,849 Project (e602302) for emergency work to repair damages to the culvert system from a federally declared disaster.

35. Soquel/Front and Locust Street Garage Elevator Repairs (c401509 and c402106) (PW)
LOCATION: District 4
Motion to:
1) Authorize the Public Works Department to issue an Invitation for Bid (IFB) for the Soquel/Front and Locust Street Garage Elevator Repairs (c401509 and c402106) and award the contract. The City Manager is hereby authorized to execute the contract in a form approved by the City Attorney. The Director of Public Works is authorized to execute change orders within the approved project budget; and
2) 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).

36. Outside Repair Services to Citywide Assets – Budget Adjustment (PW) LOCATION: Citywide
Motion to adopt a resolution to amend the FY 2025 budget to appropriate funds in the amount for $85,000 for outside repair services for Citywide assets.

June 24, 2025 City Council 15
Consent Agenda (continued)

37. Purchase of NewWay Rear Loader Refuse Truck (PW)
LOCATION: Citywide
Motion to approve the purchase a NewWay Diamondback rear loader refuse truck from Ray Gaskin Service (Sacramento, CA) in the amount of $190,000.

38. Contract Amendment 2026-01 with HDR, Inc. for Capital Program Management Services (WT)
LOCATION: None.

Motion authorizing the City Manager to execute Contract Amendment 2026-01 with HDR, Inc. for Service Order No. 11 in the amount of $6,129,557 in a form to be approved by the City Attorney.

End Consent Agenda
Consent Public Hearing

39. 2nd Reading and Final Adoption of Ordinance No. 2025-16 Designating Fire Hazard Severity Zones within the City of Santa Cruz’s Local Responsibility Areas (LRAs) as recommended by the California Department of Forestry and Fire Protection (CalFIRE) pursuant to Government Code Section 51178. (FD)
LOCATION: Citywide
Adopt Ordinance No. 2025-16 adding Chapter 19.20 to the Santa Cruz Municipal Code to designate Fire Hazard Severity Zones within the City of Santa Cruz’s Local Responsibility Area (LRA) as recommended by the California Department of Forestry and Fire Protection (CalFIRE) pursuant to Government Code Section 51178.

June 24, 2025 City Council 16
Consent Public Hearing (continued)

40. 2nd Reading and Final Adoption of Ordinance No. 2025-17 Amending Santa Cruz Municipal Code Chapter 6.07 to Prohibit the Sale of Filtered Tobacco Products (CM)
LOCATION: Citywide
Adopt Ordinance No. 2025-17 amending Chapter 6.07 “Tobacco Retailer Licenses” of the Santa Cruz Municipal Code to prohibit the sale of filtered tobacco products.

General Business

41. Ocean Street Beautification Project (EDH)
LOCATION: District 1
Motion to:
1) Authorize the City Manager or designee to take actions necessary to prepare construction plans and specifications for the Ocean Street Beautification Project.
2) Authorize the City Manager to enter into contracts with Melissa Marzan and Idea Fab Labs for art signage, and Chris Mosley for public art, including execution of related actions and documents in forms approved by the City Attorney, in an amount not to exceed the approved project budget.
3) Direct staff to identify other locations throughout the city for consideration of public art generated from concepts created for the Ocean Street Beautification Project.
4) Approve the CEQA determination contained in this Agenda Report.

The Council’s action is exempt from CEQA under Section 15262 – Feasibility and Planning Studies, Sections 15301 – Existing Facilities, and 15304 – Minor Alterations to Land.

June 24, 2025 City Council 17
Public Hearing

42. Heritage Tree Mitigation/Replanting In Lieu Fee and Tree Bond Update (PR)
LOCATION: Citywide
Motion to:
1) Adopt a resolution updating street tree replacement in-lieu fees, and rescinding Resolution No. NS-30,071; and
2) Adopt a resolution updating mitigation measure requirements for the removal of a heritage tree or heritage shrub pursuant to Chapter

9.56. Recess - The City Council will recess to the 6:00 p.m. session.

June 24, 2025 City Council 18
City Council
6:00 PM
Public Hearing

43. 530/542/548 Ocean Street: CP24-0071 (APN 010-011-16, -30, -31) Appeal of the Planning Commission Approval of a Nonresidential Demolition Authorization Permit, Lot Line Adjustment, Watercourse Development Permit, Design Permit, Heritage Tree Permits, Density Bonus Request, and Sign Permit to Demolish Four Commercial Buildings, Combine Three Lots into One Lot, Remove Four Heritagesized Trees and Prune more than 25-percent of the Canopy of One Heritage-sized Tree, and Construct a Six-story Mixed Use Building with 225 Residential Units and Ground Floor Commercial Area within the Development Setback Area of a Category B Creek on Property Located in the C-C/FP-O (Community Commercial / Floodplain Overlay) Zone Districts and within the Ocean Street Area Plan. Environmental Review:

Categorical Exemption 15332, In-Fill Development Projects. Owner:

Riaz Capital. (PL)
LOCATION: District 2
Motion to adopt a resolution denying the appeal thereby upholding the Planning Commission’s acknowledgement of the environmental determination (Categorical Exemption Section 15332, Class 32) and approval of the Nonresidential Demolition Authorization Permit, Lot Line Adjustment, Watercourse Development Permit, Design Permit, Heritage Tree Permits, Density Bonus request, and Sign Permit, based on the findings listed in the draft Resolution and the Conditions of Approval attached as Exhibit “A”.

Adjournment
June 24, 2025 City Council 19

INFORMATION ITEMS PREVIOUSLY DISTRIBUTED TO CITY COUNCILMEMBERS None issued.

MAYOR'S PROCLAMATIONS
ADDENDUM TO CITY COUNCIL AGENDA – JUNE 24, 2025

44. Proclaiming Thursday, June 19, 2025 as “Larry Jacobs and Sandra Belin Day” and encouraging all citizens to join in congratulating them on being named the “2025 Farmers of the Year” by the Santa Cruz County Farm Bureau.

45. Proclaiming Saturday, June 21, 2025 as “Santa Cruz Woodies and Woodies on the Wharf Day” and encouraging all citizens to join in celebrating this beloved community tradition that honors our surfing heritage, iconic cars, and the spirit of Santa Cruz.

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.

Arts Commission One opening – appointed by
Councilmember Brunner
Board of Building and Fire
Appeals
One opening – at-large nomination.

County Latino Affairs Commission One opening - at-large nomination.

Historic Preservation Commission One opening – appointed by Mayor Keeley.

Parks and Recreation Commission One opening - appointed by Councilmember Newsome
June 24, 2025 City Council 20
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.

July is Parks and
Recreation Month
Since 1985, people in the United States
have celebrated Park and Recreation
Month in July to promote building strong,
vibrant and resilient communities through
the power of parks and recreation and to
recognize park and recreation
professionals that maintain our country’s
local, state and community parks.

This year marks the 40th Anniversary of
Parks and Recreation Month!
Presentation | City of Santa Cruz | Parks and Recreation

4.1 National Recreation and Park Association
Together,
We’re building and maintaining sustainable parks and green spaces for current and future generations;
Together,
We’re building high-quality programs and spaces accessible and inclusive for all;
Together,
We’re building thriving communities focused on health and wellbeing; Together,
We help people play and connect - through yoga, art classes, picnics and more.

Presentation | City of Santa Cruz | Parks and Recreation Build Together, Play Together: 40 Years of Park and Recreation Month This year’s theme, “Build Together, Play Together, " reminds us of the contributions of more than 160,000 fulltime park and recreation professionals — along with hundreds of thousands of part-time and seasonal workers and volunteers — who maintain our country’s close-to-home parks.

4.2 Parks and Recreation Department

ESSENTIAL TO COMMUNITY HEALTH AND WELLBEING
We are committed to: Transparent and honest communication as the foundation of great relationships. A spirit of equity, openness and innovation, welcoming differences and diversity. Service to the community in a manner that is sustainable, safe, responsive and accessible to all. Collaboration to achieve results that reflect our department vision, leveraging the strengths of the community.

Presentation | City of Santa Cruz | Parks and Recreation City of Santa Cruz

4.3 Facilities & Partners
• Thirty (30) Parks
• Seven (7) Facilities
• Three (3) Beaches
• Three (3) Open Spaces
• Several Community Partners
Presentation | City of Santa Cruz | Parks and Recreation

4.4 Community Members Served Over the Last Year
Junior Guards ~1k registrants
Adult Sports ~3.5k registrants
Classes ~8k registrants
Summer Camps- ~750
Teen Center- ~3.2k visits
Seniors- Average 40 WAG
Participants
Stats at a Glance
Lonon Nelson Community
Center- over 4,000 reservation
Civic- 48+ Days of Main
Hall Usage by City, 159+ Days
of Main Hall
Rentals, 35+ Producers
reserving Civic in 2025
P&R Events
- Clam Chowder Cook-Off (Raised $140K+)
- 2024 TNL Concert Series (750-1,000 guests)
- Woodies on the Wharf (5,000+ guests)
- Aloha Outrigger Races (150-200 guests)
- Halloween on the Wharf (300 – 500 guests)
- Juneteenth (600+ guests)
- Pride Celebrations (50 Years!)
- 2024 Family Fun Day (200+ guests)

4.5 - Winter on the Wharf (200-350 guests)
New Classes and Activities
Pilates Sculpt- Wednesdays at Lunch collaboration with HR SkaterThings - Open Skate at the Civic Auditorium
Dancing for Every Body ( Last Monday of the Month, LNCC) Bird Watching at Westlake and Neary Lagoon
Little Chefs, Big Flavor!
Presentation | City of Santa Cruz | Parks and Recreation New to Parks and Recreation this Year
Coming Soon and Opening this
Summer:

Harvey West Pool!

4.6 Join us all Month
Long this July!

4.7 Discover hidden spaces,
production secrets,
historic stories, and get a
unique glimpse behind the
curtain on this engaging
tour experience. Join us at
6PM at the Civic
Auditorium, no tickets or
registration required!
Presentation | City of Santa Cruz | Parks and Recreation Backstage Tour (7/2) TNL Concert #3 (7/8)
Join us for Concert #4 at
the Santa Cruz Wharf
from 6PM - 8PM!
The Lost Boys Featuring
James Durbin will be
rocking the Wharf
Stage!
SC Archers Day (7/12)
Join the Santa Cruz Archers
for a demo day! Two group
lessons available to attend,
one at 10AM -11:30AM and
11:30AM - 1PM. General
archery information will be
available as well!
Day on the Beach (7/12)
Join Shared Adventure's at
Cowell Beach for Day on
the Beach! Day on the
Beach has given participants and volunteers an unforgettable experience of breaking through barriers to see
dreams become reality.

Volunteers Wanted!
More Events listed on our website: www.SantaCruzParksAndRec.com/JulyIs Highlighted Events

4.8 Swingout Santa Cruz
invites you to the Wharf
Stage every second
Saturday to participate in
Swing Dancing by the
Sea!
Free lesson starting at
2:30PM!
Presentation | City of Santa Cruz | Parks and Recreation Swing Daning by the Sea (7/12) Coastal Watershed Walks (7/15 & 7/17) Family Fun Day (7/19) In celebration of July’s
Parks Month, we’ve
partnered with park and
recreation agencies across
Santa Cruz County to bring
you an unforgettable
**FREE Family Fun Day**
for all ages at Skypark in
Scotts Valley!
Downtown Tree Walk (7/19)
Register for the annual
favorite tree walk with
Urban Forester, Leslie
Keedy!
Time: 9AM - 12PM
Highlighted Events
Join the Coastal Watershed
for a guided walk along the
San Lorenzo Riverwalk.

Meet at the Mimi De Marta
Dog Park at 119 Broadway,
Santa Cruz, CA 95060
Time: 9:30AM - 11:30AM
More Events listed on our website: www.SantaCruzParksAndRec.com/JulyIs 4.9 Behind the scenes tour,
history of LNCC art
exhibit, drop-in classes,
Q&A with instructors, ping
pong tournament and
more!
Presentation | City of Santa Cruz | Parks and Recreation LNCC Open House (7/21 – 7/25) Ping Pong Tournament (7/22 & 7/24) TNL Concert #5 (7/22) Join us for Concert #5 at
the Santa Cruz Wharf from
6PM - 8PM!
Fish Hook will be rocking
the Wharf Stage!
Lawn Bowling Lessons (7/27)
Join the Santa Cruz Bowls
Club for Free lawn Bowling
Lessons!
Time: 12:30PM
Location: San Lorenzo Park,
137 Dakota Ave.

Highlighted Events
Singles and Doubles
Tournament! Come
participate or cheer on the
competitors!
More Events listed on our website: www.SantaCruzParksAndRec.com/JulyIs

4.10 Thank You!
Presentation | City of Santa Cruz | Parks and Recreation

4.11 Meeting Type
Holiday
Jewish Holiday
Regular Meeting
Special Meeting (will be added as scheduled)
Study Session (will be added as scheduled)
Budget Hearing
July 4
August 4 Council Chambers Special Meeting - Open to the Public 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
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
City Hall Closure - Labor Day
August 26
July 8 and 22 Meetings Cancelled
City Hall Closure - Independence Day
August 12
City Council Meeting Calendar for 2025
December 9
City Hall Closure - Thanksgiving Day
City Hall Closure - Day After Thanksgiving Day
September 9
September 30

5.1 City Council

AGENDA REPORT
DATE: 06/05/2025
AGENDA OF: 06/24/2025
DEPARTMENT: City Attorney
SUBJECT: Resolution Extending the Emergency Declarations in Connection with the 2022/2023 Winter Storms and 2023/2024 Winter Storms (CA) LOCATION: Citywide
RECOMMENDATION: Motion to adopt a resolution extending by sixty days the Local Emergency Declarations in connection with the 2022/2023 and 2023/2024 winter storms.

BACKGROUND: On January 4, 2023, the City Manager declared the existence of a local emergency following storms in December 2022 and January 2023 (“2022/2023 Winter Storms”) that caused significant flooding, infrastructure damage, and other storm impacts, including downed trees and impacts to persons experiencing homelessness.

A year later, and while responses to the 2022/2023 Winter Storms remained ongoing, the City of Santa Cruz (City) experienced another significant storm event that resulted in flooding and significant damage to City infrastructure (“2023/2024 Winter Storms”). The City Manager again declared the existence of a local emergency as a result of the 2023/2024 Winter Storms on February 6, 2024.

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 view of the facts and circumstances described above and damage caused by the 2022/2023 and 2023/2024 Winter Storms, the City Council ratified the City Manager’s January 4, 2023 emergency declaration by Resolution No. NS-30,085 at its January 10, 2023 regular meeting, and ratified the City Manager’s February 6, 2024 emergency declaration by Resolution No. NS30,286 at its February 13, 2024 regular meeting.

6.1 At its September 10, 2024 regular meeting the City Council received an update from the Director of Public Works on the City’s response to the 2022/2023 and 2023/2024 Winter Storms. The City’s emergency response and recovery efforts remain ongoing and are expected to continue into Summer 2025, and potentially Summer 2026.

The attached resolution, if adopted by the City Council, would extend the 2022/2023 Winter Storms emergency declaration and 2023/2024 Winter Storms emergency declaration by an additional 60 days, to August 23, 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 the resolution is primarily intended to help the City obtain reimbursement for actions already undertaken or underway, and therefore cannot by itself cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. Nor does the resolution represent the type of “activity” described in subdivisions (a) through (c) above.

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 help the City obtain reimbursement for recovery efforts along West Cliff Drive. Recovery efforts in this area will ensure accessible and safe biking, pedestrian, and recreational access for future public use and enjoyment.

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

6.2 RESOLUTION NO. NS-30,XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CRUZ EXTENDING THE LOCAL EMERGENCY DECLARATIONS IN CONNECTION WITH THE 2022/2023 WINTER STORMS AND 2023/2024 WINTER STORMS
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 30 and 31st, 2022, the City of Santa Cruz experienced an atmospheric river storm rain event, followed by another powerful storm event on January 4 and 5th, 2023 (the “2022/2023 Winter Storms”). As a result of the 2022/2023 Winter Storms, flooding, debris from trees, and mud impacted the San Lorenzo River and adjacent areas, including the Tannery area, San Lorenzo Park, and the beach. The San Lorenzo River reached 22.1 feet. Rainfall amounts exceeded 7 inches in the mountains over a 24-hour period. The 2022/2023 Winter Storms resulted in flooding, downed trees, major infrastructure damage, and impacts to persons experiencing homelessness; and
WHEREAS, the County of Santa Cruz proclaimed the existence of a local emergency in the County on January 3, 2023 in response to the 2022/2023 Winter Storms; and WHEREAS, in light of the 2022/2023 Winter Storms and pursuant to his authority as Emergency Services Director, on January 4, 2023, the City Manager declared the existence of a local emergency (the “2022/2023 Emergency Proclamation”). At its January 10, 2023 meeting, the City Council adopted Resolution No. NS-30,085 declaring the existence of a State of Emergency in connection with the 2022/2023 Winter, confirming the 2022/2023 Emergency Proclamation; and
WHEREAS, the City Council has continued to review the need for the 2022/2023 Winter Storms emergency declaration and most recently adopted Resolution No. NS-30,479 at its May 13, 2025 regular meeting, further extending the declaration of emergency by 60 days; and WHEREAS, a year after the 2022/2023 Winter Storms, on December 28 and 30th, 2023, the City of Santa Cruz experienced a large winter swell event involving significant rain and hazardous ocean conditions, causing an estimate of $2.5 million in damage along West Cliff Drive and the Santa Cruz Wharf, followed by atmospheric river storms throughout January and February 2024 (the “2023/2024 Winter Storms”). The 2023/2024 Winter Storms included significant rainfall on January 22, 2024 that contributed to flooding within the City of Santa Cruz and specifically to Cypress Point Apartments; and

6.3 RESOLUTION NO. NS-30,XXX
WHEREAS, on January 30, 2024, the County of Santa Cruz Board of Supervisors ratified Local Emergency for the December 2023 Coastal Storms, as proclaimed by the County Administrative Officer as the Director of Emergency Services on January 3, 2024; and WHEREAS, in light of the 2023/2024 Winter Storms and pursuant to his authority as Emergency Services Director, on February 6, 2024, the City Manager declared the existence of a local emergency (the “2023/2024 Emergency Proclamation”). At its February 13, 2024 meeting, the City Council adopted Resolution No. NS-30,286 declaring the existence of a State of Emergency in connection with the 2023/2024 Winter Storms, confirming the 2023/2024 Winter Storms Emergency Proclamation; and
WHEREAS, the City Council has continued to review the need for the 2023/2024 Winter Storms emergency declaration and most recently adopted Resolution No. NS-30,479 at its May 13, 2025 regular meeting, further extending the declaration of emergency by 60 days; and WHEREAS, at its September 10, 2024 regular meeting the City Council received an update from the Director of Public Works on the City’s response to the 2022/2023 and 2023/2024 winter storms. The City’s emergency response and recovery efforts remain ongoing and are expected to continue into Summer 2025, and potentially Summer 2026.

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 January 10, 2023 regular meeting by Resolution No. NS-30,085, and extended on January 24, 2023 by Resolution NS-30,095, on March 14, 2023 by Resolution NS30,116, on May 9, 2023 by Resolution NS-30,145, on June 27, 2023 by Resolution NS30,166, on August 22, 2023 by Resolution NS-30,187, on October 10, 2023 by Resolution NS-30,208, on November 28, 2023 by Resolution NS-30,239, on January 23, 2024 by Resolution NS-30,274, on March 12, 2024 by Resolution NS-30,296, on April 30, 2024 by Resolution NS-30,315, on June 25, 2024 by Resolution NS-30,349, on August 13, 2024 by Resolution NS-30,362, on October 8, 2024 by Resolution NS30,393, on December 10, 2024 by Resolution NS-30,414, on January 28, 2025 by Resolution NS-30,428, on March 25, 2025 by Resolution NS-30,452, and on May 13, 2025 by Resolution NS-30,479 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. That the City Council hereby declares that the local emergency declaration adopted at its February 13, 2024 regular meeting by Resolution NS-30,286, and extended on April 9, 2024 by Resolution NS-30,311, on April 30, 2024 by Resolution NS-30,315, on June 25, 2024 by Resolution NS-30,349, on August 13, 2024 by Resolution NS-30,362, on October 8, 2024 by Resolution NS-30,393, on December 10, 2024 by Resolution NS30,414, on January 28, 2025 by Resolution NS-30,428, on March 25, 2025 by Resolution NS-30,452, and on May 13, 2025 by Resolution NS-30,479 shall be

6.4 RESOLUTION NO. NS-30,XXX
extended an additional sixty (60) days from its adoption pursuant to California Government Code Section 8630, et seq., by this Resolution; and C. 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 24th day of June 2025 by the following vote:

AYES:

NOES:

ABSENT:

DISQUALIFIED:

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

6.5 City Council

AGENDA REPORT
DATE: 06/05/2025
AGENDA OF: 06/24/2025
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 2023/2024 Winter 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 Wharf, Cowell Beach, and Main Beach were temporarily closed out of concerns for public safety and 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.

7.1 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 August 23, 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 pillars of public health and sustainability in that the resolution is intended to aid the City in clean up and recovery efforts to protect the environment and 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: None.

Prepared By:

Kaylen Anderson
Law Fellow
Submitted By:

Tony Condotti
City Attorney
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. RESOLUTION.DOCX

7.2 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 January 14, 2025 meeting, the City Council adopted Resolution No. NS30,423 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.

7.3 RESOLUTION NO. NS-XX,XXX
2 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 April 22, 2025 regular meeting by Resolution No. NS-30,460, 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 24th day of June 2025 by the following vote:

AYES:

NOES:

ABSENT:

DISQUALIFIED:

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

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

MINUTES OF A CITY COUNCIL MEETING
June 10, 2025
10:00 AM
Mayor Keeley opened the City Council Closed Session at 10:03 a.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 Brunner, Newsome, O’Hara; Mayor Keeley.

Absent: Councilmembers Trigueiro, Golder; Vice Mayor Kalantari-Johnson.

Staff: City Manager M. Huffaker, City Attorney T. Condotti, Deputy City Manager/Director of Economic Development and Housing B. Lipscomb, 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 10:03 a.m. There were no speakers. Mayor Keeley closed the public comment period at 10:04 a.m., at which time the meeting was closed to the public and Council adjourned to the Courtyard Conference Room.

8.1 June 10, 2025 CITY COUNCIL MINUTES 7948
Closed Session

1. Conference With Legal Counsel – Liability Claims (Government Code §54956.95) 1) Claimant: Jeanne Simari
2) Claimant: CSAA Insurance Group
3) Claimant: William H. Hartley Jr.
4) Claimant: Mariela Menera Solorio
Claim against the City of Santa Cruz
Council received a status report, took up under agenda item 16, and no reportable action was taken.

8.2 June 10, 2025 CITY COUNCIL MINUTES 7949
City of Santa Cruz
809 Center Street
Santa Cruz, California 95060

MINUTES OF A CITY COUNCIL MEETING
June 10, 2025
10:30 AM
Call to Order – Mayor Keeley called the meeting to order at 10:34 a.m. in Council Chambers.

Roll Call

Present: Councilmembers Brunner, Newsome, Golder (arrived at 2:51 p.m.), O’Hara; Vice Mayor Kalantari-Johnson (via Zoom, left at 3:22 p.m.); Mayor Keeley.

Absent: Councilmember Trigueiro.

Staff: City Manager M. Huffaker, Assistant City Manager M. Templeton, City Attorney T. Condotti, Director of Public Works N. Nguyen, Chief of Police B. Escalante, Deputy City Manager/Director of Economic Development and Housing B. Lipscomb, Chief People Officer S. DeLeon, Director of Finance E. Cabell, Director of Water H. Luckenbach, Director of Planning and Community Development L. Butler, Director of Parks and Recreation T. Elliot, Director of Information Technology K. Morgan, Assistant Director of Public Works/City Engineer K. Crossley, Division Chief of Prevention/Fire Marshal T. Shields, Economic Development Manager R.

Unitt, Principal Management Analyst E. Nguyen, Recreation Superintendent T. Hedden-Jones, Recreation Supervisor D. LawsonThomas, Volunteer Coordinator J. Shamoun, Deputy City Clerk Administrator J. Wood, City Clerk Administrator B. Bush.

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

8.3 June 10, 2025 CITY COUNCIL MINUTES 7950
Oral Communications (continued)
At 10:35 a.m. Mayor Keeley opened Oral Communications for members of the public who wished to speak regarding items not listed on the City Council agenda.

Kevin Cummings spoke regarding live theatre.

Unidentified person spoke regarding the riots in Los Angeles.

Unidentified person spoke regarding the Black Lives Matter movement, Silicon Valley Bank, Planned Parenthood, demonstrations anticipated to happen, and federally owned banks.

Ken Bare spoke regarding upcoming SEIU contract negotiations.

Kevin Norton spoke regarding investing in neighborhood associations.

Odessa spoke regarding their experience working at the Downtown Library and suggested developing a social resource center to offer services that are needed citywide.

Unidentified person shared their experiences working at the library and asked Council to help find solutions.

Arden spoke regarding their experience working at the Felton Library.

Thais Hogarth spoke regarding their experience working at the Felton Library and requested the City provide services to help find solutions.

Unidentified person spoke regarding Three Princes Surf Point.

Athena spoke regarding the lack of services, free spaces for people to be during the day, and access to help.

At 10:56 a.m. Mayor Keeley closed Oral Communications.

8.4 June 10, 2025 CITY COUNCIL MINUTES 7951
Presentations were heard later in the afternoon following item 32.

Presentations

2. Hans Christian Andersen Awards
Councilmember O’Hara, Recreation Superintendent T. Hedden-Jones, Anna Marie Treadwell, ex-officio member of the Sister Cities Committee, and Isabella Tuncer, Chair of the Subcommittee for the Sister City Sestri Levante, spoke about the Hans Christian Andersen writing awards and announced this year’s winners.

3. Outgoing Biarritz Junior Guard Delegation
Recreation Superintendent T. Hedden-Jones, Recreation Supervisor D. LawsonThomas, and Kaley Ross, parent representative for the Junior Guard Booster Club, introduced the Junior Guards who are the delegation going to Biarritz.

4. CityServe Volunteer Awards
Volunteer Coordinator J. Shamoun and Karen Delaney, Executive Director of the Santa Cruz Volunteer Center, spoke and the awardees were recognized.

Presiding Officer's Announcements – Mayor Keeley announced the agenda would be reordered to hear item 33 before item 32.

Statements of Disqualification – Councilmember Brunner announced she will be recusing herself from items 27, 28, and 34 as they relate to her employment.

Additions and Deletions – City Clerk Administrator B. Bush announced items 12, 13, and 14 have been removed from the agenda and are continued to the meeting of June 24, 2025.

City Attorney Report on Closed Session – See page 7948 for the report.

Council Meeting Calendar

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

8.5 June 10, 2025 CITY COUNCIL MINUTES 7952
Consent Agenda
Councilmember O’Hara made a comment on items 15, 18, 19, 20, 21, and 26.

Councilmember Newsome made a comment on item 18.

Councilmember Brunner made a comment on items 10, 18, and 26.

Vice Mayor Kalantari-Johnson made a comment on items 15, 22, and 24.

Mayor Keeley made a comment on item 15.

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

Unidentified person spoke regarding items 7 and 15.

Karen Madura spoke regarding item 10.

Mayor Keeley closed the public comment period.

City Manager M. Huffaker announced item 20 will be continued to a future meeting.

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

ACTION: The motion carried with the following vote.

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

NOES: None.

ABSENT: Councilmembers Trigueiro, Golder.

DISQUALIFIED: None.

6. Resolution Extending the Emergency Declaration in Connection with the December 2024 Municipal Wharf Emergency (CA/CM)
LOCATION: District 4
Resolution No. NS-30,504 was adopted extending by sixty days the Local Emergency Declaration in connection with the December 2024 Municipal Wharf emergency.

8.6 June 10, 2025 CITY COUNCIL MINUTES 7953
Consent Agenda (continued)

7. Minutes of the May 27, 2025 City Council Meeting (CC) LOCATION: None
Motion carried to approve as submitted.

8. Minutes of the May 28, 2025 City Council Study Session (CC) LOCATION: None
Motion carried to approve as submitted.

9. Enhanced Infrastructure Financing District Public Finance Authority Appointments (CC/EDH)
LOCATION: Citywide
Appoint carried David Doolin and David Foster as at-large members to the Enhanced Infrastructure Financing District Public Finance Authority with terms ending January 31, 2030.

10. Commission for the Prevention of Violence Against Women and Santa Cruz Police Department 2024 Joint Annual Report (CM)
LOCATION: Citywide
Motion carried to receive the Commission for the Prevention of Violence Against Women and Santa Cruz Police Department 2024 Joint Annual Report and provide direction as necessary.

11. Sustainability and Resiliency Committee Pilot (CM)
LOCATION: Citywide
Motion carried to approve the City Manager’s recommendations for the Sustainability and Resiliency Committee pilot with terms ending in December 2026.

8.7 June 10, 2025 CITY COUNCIL MINUTES 7954
Consent Agenda (continued)

12. City Overlook Emergency Shelter Operations and Management Award Contract (CM)
LOCATION: District 1
This item was continued to the June 24, 2025 meeting and was not discussed.

13. Long-Term Safe Parking Operations and Management Award Contract (CM) LOCATION: District 1
This item was continued to the June 24, 2025 meeting and was not discussed.

14. Emergency Shelter Transportation Program Operations and Management Award Contract (CM)
LOCATION: District 1
This item was continued to the June 24, 2025 meeting and was not discussed.

15. Offshore Drilling Resolution and Letter of Opposition (CN) LOCATION: Citywide
Motion carried to:
 Adopt Resolution No. NS-30,505 confirming the City’s commitment to prohibiting offshore drilling in our marine sanctuary; and  Direct the Mayor to send a letter opposing the proposed 11th National Outer Continental Shelf (OCS) Oil and Gas Leasing Program.

16. Liability Claims Filed Against the City of Santa Cruz (FN) Motion carried to reject the liability claims of 1) Jeanne Simari, 2) CSAA Insurance Group, 3) William H. Hartley Jr., and 4) deny application by Mariela Menera Solorio for leave to present a late claim, based on staff recommendation.

8.8 June 10, 2025 CITY COUNCIL MINUTES 7955
Consent Agenda (continued)

17. General Obligation Refunding Bonds - Tax Rate Authorization (FN) LOCATION: Citywide
Resolution No. NS-30,506 was adopted setting the tax rate for FY 2026 with respect to the City’s General Obligation Refunding Bonds.

18. Civic Auditorium – Handrail Project (c302422) – CEQA Exemption (14 CCR 15061 (PR)
LOCATION: District 4
Motion carried to:
 Approve the plans and specifications for the Santa Cruz Civic Auditorium Handrail Project (c302422);
 Authorize the issuance of an invitation for bid (IFB) for the project and award of the contract. The City Manager is hereby authorized and directed to execute the contract in a form approved by the City Attorney. The Director of Parks and Recreation is authorized to execute change orders within the approved project budget; and
 Approve of the California Environmental Quality Act (CEQA) determination contained in this agenda report, including the application of: (1) Class 1 Categorical Exemption (14 CCR 15301) for existing facilities, and (2) Common Sense Exemption (14 CCR 15061).

19. Award Contract for 800 W Cliff Drive Road Realignment Design Phase (c402515) (PW)
Location: Districts 3 and 6
Motion carried to award a contract to MME Civil & Structural Engineering (Santa Cruz, CA) for 800 W Cliff Drive Road Realignment Design Phase in the amount of $643,272 and reject all other proposals and authorize the City Manager to execute an agreement in a form approved by the City Attorney. The Director of Public Works is authorized to execute contract amendments within the approved project budget.

8.9 June 10, 2025 CITY COUNCIL MINUTES 7956
Consent Agenda (continued)

20. Contract Renewal with Hope Services, Inc. for the Resource Recovery Facility (PW)
LOCATION: District 6
This item was continued to a future meeting and was not discussed.

21. Energy Efficiency Improvement Projects (c402306, c402307, c402308) – Notice of Completion (PW)
LOCATION: Districts 4 and 5
Motion carried to accept the work of SitelogiQ, Inc (Sacramento, CA) as completed per plans and specifications and authorize the filing of the Notice of Completion for the following projects and authorizing the Public Works Director to sign the Notice of Completion as the Owners Authorized Agent:
1) Soquel Front Garage Solar (c402306);
2) Harvey West Park Ball Field Solar (c402307); and
3) Civic Auditorium Roof, Solar and BAS (c402308)

22. Santa Cruz Farmers’ Market Street Closures (PW/EDH) LOCATION: District 4
Resolution No. NS-30,507 was adopted establishing no-parking/tow away zones to support the Santa Cruz Farmers' Market.

23. Materials Recovery Facility (MRF) Stormwater Treatment System – Notice of Completion (PW)
LOCATION: District 6
Motion carried to accept the work of Tidal Vision Products, Inc. (Rodeo, CA) as completed per plans and specifications and authorize the filing of the Notice of Completion for the MRF Stormwater Treatment System (c402111) and authorize the Public Works Director to sign the Notice of Completion as the Owner’s Authorized Agent.

8.10 June 10, 2025 CITY COUNCIL MINUTES 7957
Consent Agenda (continued)

24. Neary Lagoon Tule and Sediment Removal Project (m409668) – Approval of Plans and Specifications and Authorization to Advertise for Bids and Award Contract (PW)
LOCATION: District 3
Motion carried to:
 Approve the plans and specifications for the Neary Lagoon Tule and Sediment Removal Project (m409668) and authorize staff to advertise for bids and award the contract. The City Manager is hereby authorized and directed to execute the contract as authorized by Resolution No. NS-27,563.

The Public Works Director is authorized to execute change orders within the approved project budget; and
 Exempt the project from Municipal Code section 3.10 - local hire requirements.

25. Award Contract to Clean Lakes, Inc. for Cyanobacteria Management (WT) LOCATION: County
Motion carried to award a contract to Clean Lakes, Inc. (Martinez, CA) for cyanobacteria management services in an amount not to exceed $700,000.

8.11 June 10, 2025 CITY COUNCIL MINUTES 7958
Consent Agenda (continued)

26. Fisheries Monitoring and Non-Flow Conservation Fund Year 1 Project – Award Contracts (WT)
LOCATION: County
Motion carried to:
 Award a contract to Environmental Science Associates (San Jose, CA) for Juvenile Salmonid Monitoring Services in the amount of $168,267.00 and reject all other proposals; authorize the City Manager to execute an agreement in a form approved by the City Attorney; and authorize the Water Director to execute contract amendments within the approved budget;
 Authorize the City Manager to execute an agreement in a form to be approved by the City Attorney with Santa Cruz County Resource Conservation District for San Vicente Creek Instream and Riparian Restoration Project: Phase 1, not to exceed $503,898.72; authorize the Risk Manager to modify the insurance requirements of the agreement; and authorize the Water Director to execute future contract amendments within the approved project budget; and
 Approve the California Environmental Quality Act (CEQA) determination contained in this agenda report, including the determination that the action to award a contract to Environmental Science Associates is exempt from CEQA review under CEQA Guidelines 15306 (information collection).

End Consent Agenda

8.12 June 10, 2025 CITY COUNCIL MINUTES 7959
Consent Public Hearing
Mayor Keeley opened the public comment period. There were no speakers. Mayor Keeley closed the public comment period.

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

ACTION: The motion carried with the following vote.

AYES: Councilmembers Brunner (with the exception of items 27 and 28), Newsome, O’Hara; Vice Mayor Kalantari-Johnson; Mayor Keeley.

NOES: None.

ABSENT: Councilmembers Trigueiro, Golder.

DISQUALIFIED: Councilmember Brunner (items 27 and 28).

27. Downtown Association: Parking and Business Improvement Area Assessments for FY 2026 (EDH)
LOCATION: District 4
Resolution No. NS-30,508 was adopted confirming the Parking and Business Improvement Area FY 2026 Plan prepared by the Downtown Association and levying the Parking and Business Improvement Area Assessments for FY 2026.

28. Cooperative Retail Management Business Real Property Improvement District Assessments for FY 2026 (EDH)
LOCATION: District 4
Resolution No. NS-30,509 was adopted confirming the Cooperative Retail Management Business Real Property Improvement District Annual Plan FY 2026 and levying Cooperative Retail Management Business Real Property Improvement District Assessments for FY 2026.

8.13 June 10, 2025 CITY COUNCIL MINUTES 7960
Consent Public Hearings (continued)

29. Second Reading and Final Adoption of Ordinances 2025-14 and 2025-15 Amending the Title 24 Zoning Ordinance Related to Objective Design Standards for Multifamily Housing Updates, Parking, Bicycle Parking and Facilities, State Density Bonus, Reasonable Accommodations for People with Disabilities, Licensed Community Care Facilities, Low-Barrier Navigation Centers, and Historic Structures on Mission Street; and to Titles 10 and 15 of the Santa Cruz Municipal Code Related to Standards for Driveways, Daylighting, Bicycle Parking, Electric Vehicle Charging, Loading, and Bicycle Facilities to Better Meet the City’s Policy Goals and Objectives and to Align with New State Laws.

The Amendments to the Objective Design Standards in Title 24 are Part of the Local Coastal Program (LCP) Implementation Plan (IP) and Require Approval by the California Coastal Commission Prior to Taking Effect Inside the Coastal Zone (PL/ PW)
LOCATION: Citywide
Motion carried to:
 Adopt Ordinance 2025-14 amending Titles 10, 15 and 24 of the Municipal Code related to Parking, Bicycle Parking and Facilities, State Density Bonus, Licensed Community Care Facilities, and Low-Barrier Navigation Centers;  Adopt Ordinance 2025-15 amending the Local Coastal Program (LCP) Implementation Plan (IP) and Title 24 of the Municipal Code related to Objective Design Standards for Multifamily Housing, Reasonable Accommodations for People with Disabilities, Licensed Community Care Facilities, Low-Barrier Navigation Centers, and Historic Structures on Mission Street;
 Adopt Resolution No. NS-30,510 authorizing the City Manager to submit the proposed amendments within Ordinance No. 2025-15 that are part of the Local Coastal Program as Local Coastal Implementation Plan amendments to the California Coastal Commission for final certification; and  Acknowledge the determination that the proposed amendments are covered by the Environmental Impact Report prepared for the City’s General Plan and approved in June 2012 and find that the changes are also Exempt under California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3).

8.14 June 10, 2025 CITY COUNCIL MINUTES 7961
Public Hearings

30. User Charges for Wastewater Services – Proposed Five-Year Increase (PW) LOCATION: Citywide
Assistant Director of Public Works/City Engineer K. Crossley gave a presentation.

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

Garrett
Mayor Keeley closed the public comment period.

City Clerk Administrator B. Bush announced 12 valid protests were received, and the threshold for objections have not been met.

MOTION: Councilmember O’Hara moved, seconded by Councilmember Brunner, to adopt Resolution No. NS-30,511 adopting the revised wastewater user charges and rescinding Resolution No. NS-29,520.

ACTION: The motion carried with the following vote.

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

NOES: None.

ABSENT: Councilmembers Trigueiro, Golder.

DISQUALIFIED: None.

31. User Charges for Wastewater Services – Proposed Sewer Connection Fees (PW) LOCATION: Citywide
Assistant Director of Public Works/City Engineer K. Crossley spoke.

Mayor Keeley opened the public comment period. There were no speakers.

Mayor Keeley closed the public comment period.

MOTION: Councilmember Brunner moved, seconded by Councilmember O’Hara, to adopt Resolution No. NS-30,512 adopting the revised sewer connection fees, adding the updated sewer connection fees to the City-Wide Fee Schedule, and rescinding Resolution No. NS-29,801.

8.15 June 10, 2025 CITY COUNCIL MINUTES 7962
Public Hearings (continued)

31. User Charges for Wastewater Services – Proposed Sewer Connection Fees (PW) LOCATION: Citywide (continued)
ACTION: The motion carried with the following vote.

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

NOES: None.

ABSENT: Councilmembers Trigueiro, Golder.

DISQUALIFIED: None.

Council took a break at 11:35 a.m. and reconvened at 11:46 a.m. to hear item 33.

General Business

32. First Reading of An Ordinance Amending Santa Cruz Municipal Code Chapter

6.07 to Prohibit the Sale of Filtered Tobacco Products (CM) LOCATION: Citywide
Vice Mayor Kalantari-Johnson introduced the item.

Principal Management Analyst E. Nguyen, Ben Sommerville, Youth Liaison, Katie Thompson, Executive Director of Save Our Shores, Thomas Novotny, Professor Emeritus of Public Health at San Diego State University, and Deputy City Attorney C. Hard gave a presentation and responded to Council questions.

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

James Ewing Whitman
Unidentified person
Unintelligible
Sherry Dang
Jimmy Burk
Jaime Rojas
Shane McKeithen
Leigh
Taylor Lane
Piper
Sam Ruple
Shawn Burns
Erin Loury
Unintelligible

8.16 June 10, 2025 CITY COUNCIL MINUTES 7963
General Business (continued)

32. First Reading of An Ordinance Amending Santa Cruz Municipal Code Chapter

6.07 to Prohibit the Sale of Filtered Tobacco Products (CM) LOCATION:

Citywide (continued)
Public comment (continued):

Tracy Weiss
Chris Kogan
George Leonard
Brian Courser
Rachel
Unidentified person
Marona
Danny May Dawn
Unidentified person
Trish Nilla
Unidentified person
Mayor Keeley closed the public comment period.

MOTION: Vice Mayor Kalantari-Johnson moved, seconded by Councilmember Golder, to:
 Introduce for publication Ordinance No. 2025-17 amending Chapter 6.07 “Tobacco Retailer Licenses” of the Santa Cruz Municipal Code to prohibit the sale of filtered tobacco products;
 Direct staff to collaborate with the County of Santa Cruz and local stakeholders to develop and implement educational outreach for affected retailers, assisting them in the transition away from selling filtered tobacco products;
 Affirm the City’s commitment to support staff efforts in collaborating with the County of Santa Cruz and local stakeholders to enhance public education efforts; and

8.17 June 10, 2025 CITY COUNCIL MINUTES 7964
General Business (continued)

32. First Reading of An Ordinance Amending Santa Cruz Municipal Code Chapter

6.07 to Prohibit the Sale of Filtered Tobacco Products (CM) LOCATION:

Citywide (continued)
MOTION (continued):
 Approve the CEQA determination contained in this agenda report and direct staff to file a CEQA Notice of Exemption. This action is not a “project” under CEQA pursuant to CEQA Guidelines Sections: 15378(b)(2) (“general policy and procedure making”) and 15378(b)(5) (“organizational and administrative activities” that do not result in physical changes to the environment). And, even if it were considered a CEQA “project”, this action is exempt from CEQA review pursuant to CEQA Guidelines Section: 15307 (action “to assure the maintenance, restoration, or enhancement of a natural resource”); 15308 (action “to assure the maintenance, restoration, enhancement, or protection of the environment”); and 16061(b)(3) (common sense exemption).

FRIENDLY AMENDMENT: Councilmember O’Hara requested to add:
 Direct staff to develop and publish an annual performance review of the filtered tobacco ordinance once implemented. This report should include key performance indicators (KPIs) such as:
 Reductions in filtered tobacco litter in public spaces;  Retailer compliance and enforcement activity;
 Youth tobacco and vape usage trends (as available);
 Community awareness and education efforts; and
 Any identified impacts to local retailers.
 Refer the potential for a complete ban on tobacco product sales to the Health in All Policies (HiAP) Committee to incorporate into its FY 2026 Work Plan and return to the Council no later than May 2026 with a formal analysis and recommendations.

Vice Mayor Kalantari-Johnson accepted.

ACTION: The amended motion carried with the following vote.

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

NOES: None.

ABSENT: Councilmember Trigueiro.

DISQUALIFIED: None.

8.18 June 10, 2025 CITY COUNCIL MINUTES 7965
Council took a break at 3:22 p.m. and reconvened at 3:35 p.m. to hear items 2—4.

General Business (continued)

33. Designate Fire Hazard Severity Zones within the City of Santa Cruz’s Local Responsibility Areas (LRAs) as recommended by the California Department of Forestry and Fire Protection (CalFIRE) pursuant to Government Code Section 51178 (FD)
LOCATION: Citywide
Division Chief of Prevention/Fire Marshal T. Shields gave a presentation and responded to Council questions.

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

Unidentified person
Mayor Keeley closed the public comment period.

MOTION: Councilmember O’Hara moved, seconded by Councilmember Newsome, to:
 Introduce for publication Ordinance No. 2025-16 adding Chapter 19.20 to the Santa Cruz Municipal Code to designate Fire Hazard Severity Zones within the City of Santa Cruz’s Local Responsibility Area (LRA) as recommended by the California Department of Forestry and Fire Protection (CalFIRE) pursuant to Government Code Section 51178; and  Approve the CEQA determination contained in this agenda report, including the application of the following exemptions, to the extent that the Council action is deemed a CEQA “project”: CEQA Guidelines § 15387(b)(2) and § 15387(b)(5) – (“general policy and procedure making” and/or “organizational or administrative activities”); CEQA Guidelines § 15061(b)(3) (commons sense exemption); and CEQA Guidelines § 15306 (data collection).

ACTION: The motion carried with the following vote.

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

NOES: None.

ABSENT: Councilmembers Trigueiro, Golder.

DISQUALIFIED: None.

8.19 June 10, 2025 CITY COUNCIL MINUTES 7966
At this time, Councilmember Brunner left the dais.

General Business (continued)

34. Economic Development Strategy Update and Recommendations: Vibrancy Ordinance, Permit Streamlining, and Fee Updates (EDH/PL) LOCATION: Citywide
Economic Development Manager R. Unitt gave a presentation and responded to Council questions.

Director of Planning and Community Development L. Butler responded to Council questions.

Mayor Keeley opened the public comment period. There were no speakers.

Mayor Keeley closed the public comment period.

MOTION: Councilmember Newsome moved, seconded by Councilmember O’Hara, to:

1. Adopt Resolution No. NS-30,513 to a) remove specified Planning and Building fees for the first twenty (20) qualifying new commercial businesses citywide, b) establish fees and charges associated with the Council’s May 13, 2025 Municipal Code Chapter 5.84 “Vibrancy Ordinance,” and c) direct staff to update the Master Fee Schedule and the Planning and Community Development Fee Schedule and take related implementing actions;

2. Direct staff to proceed with amendments to the Municipal Code Chapter

24.04.160 to extend the life of active commercial permits from calendar year 2019 through January 1, 2030;

3. Direct staff to proceed with amendments to the Downtown Plan and the Zoning Code to lower the permitting thresholds and remove use permit requirements for certain desired ground floor uses to streamline the permit process and reduce permit costs for new businesses citywide;

4. Adopt Resolution No. NS-30,514 amending the FY 25 budget to appropriate funds in the amount of $50,000 from the Economic Development Trust Fund for implementation of Downtown activation events over the next 12 months; and

5. Approve the CEQA determination in this agenda report, including application of the following exemptions if the Council action is deemed a CEQA “project”: CEQA Guidelines Section 15301 (existing facility), 15306 (data collection), and Section 15061(b)(3) (common sense exemption).

8.20 June 10, 2025 CITY COUNCIL MINUTES 7967
General Business (continued)

34. Economic Development Strategy Update and Recommendations: Vibrancy Ordinance, Permit Streamlining, and Fee Updates (EDH/PL) LOCATION:

Citywide (continued)
FRIENDLY AMENDMENT: Councilmember O’Hara requested to amend item 1 of the motion as follows:

1. Adopt Resolution No. NS-30,513 to a) remove specified Planning and Building fees for the first twenty (20) qualifying new ground floor commercial businesses citywide, b) establish fees and charges associated with the Council’s May 13, 2025 Municipal Code Chapter 5.84 “Vibrancy Ordinance,” and c) direct staff to update the Master Fee Schedule and the Planning and Community Development Fee Schedule and take related implementing actions.

Councilmember Newsome accepted.

Director of Planning and Community Development L. Butler spoke and clarified the proposed resolution does have this requested language.

ACTION: The motion carried with the following vote.

AYES: Councilmembers Newsome, O’Hara; Vice Mayor KalantariJohnson; Mayor Keeley.

NOES: None.

ABSENT: Councilmembers Trigueiro, Golder.

DISQUALIFIED: Councilmember Brunner.

Council took a break at 12:19 p.m. and reconvened at 1:47 p.m. to hear item 32.

8.21 June 10, 2025 CITY COUNCIL MINUTES 7968
General Business (continued)

35. Budget Adoption
Director of Finance E. Cabell gave a presentation and responded to Council questions.

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

Unidentified person
Mayor Keeley closed the public comment period.

35.1 Fiscal Year 2026 Proposed Budget Adoption (FN)
LOCATION: Citywide
MOTION: Councilmember Golder moved, seconded by Councilmember O’Hara, to:
 Adopt Resolution No. NS-30,515 adopting the Fiscal Year (FY) 2026 Budget, including the Capital Investment Program (CIP), effective July 1, 2025; authorize the City Manager to allocate within the applicable funds the FY 2026 Schedule of Budget Changes to the appropriate accounting classification; approve related and applicable transfers in/out between funds; and authorize the Finance Director to create additional appropriations to provide for commitments carried over from the prior fiscal year, including contract and purchase order encumbrances and unexpended project balances, so long as there is a sufficient fund balance to finance these commitments;
 Approve the CIP project exclusions from the Public Art transfer calculation for FY 2026;
 Accept the Water Commission’s recommendations regarding the Water Department’s FY 2026 Operating and Capital Investment Program (CIP); and  Approve the CEQA determination in this agenda report including the application of the following exemptions, in the event that this action is considered a CEQA “project”: CEQA Guidelines Section 15387(b)(2) and 15387(b)(5) [“general policy and procedure making” and “organizational and administrative activities”; and CEQA Guidelines Section 15061(b)(3) [common sense exemption].

8.22 June 10, 2025 CITY COUNCIL MINUTES 7969
General Business (continued)

35. Budget Adoption (continued)

35.1 Fiscal Year 2026 Proposed Budget Adoption (FN) LOCATION: Citywide (continued)
ACTION: The motion carried with the following vote.

AYES: Councilmembers, Brunner, Newsome, Golder, O’Hara; Mayor Keeley.

NOES: None.

ABSENT: Councilmember Trigueiro; Vice Mayor Kalantari-Johnson.

DISQUALIFIED: None.

35.2 Resolution Amending the City of Santa Cruz Personnel Complement and Classification and Compensation Plans for Various Departments (HR) LOCATION: Citywide
MOTION: Councilmember Golder moved, seconded by Councilmember O’Hara, to adopt Resolution No. NS-30,516 amending the City of Santa Cruz Personnel Complement and Classification and Compensation Plans for - City Manager’s Office, Economic Development and Housing, Finance, Fire, Human Resources, Information Technology, Library, Parks and Recreation, Police, Public Works, and Water.

Any funding approved by the Council will not be implemented until the required meet and confer process is completed in accordance with City obligations under the MMBA and before any contract returns to City Council in open session.

ACTION: The motion carried with the following vote.

AYES: Councilmembers Brunner, Newsome, Golder, O’Hara; Mayor Keeley.

NOES: None.

ABSENT: Councilmember Trigueiro; Vice Mayor Kalantari-Johnson.

DISQUALIFIED: None.

Adjournment – Councilmember Brunner moved, seconded by Councilmember O’Hara, to adjourn. By consensus City Council adjourned at 4:17 p.m.

8.23 June 10, 2025 CITY COUNCIL MINUTES 7970
Respectfully Submitted:

Julia Wood, Deputy City Clerk Administrator
Attest:

Bonnie Bush, City Clerk Administrator
Approved:

Fred Keeley, Mayor

8.24 City Council

AGENDA REPORT
DATE: 06/10/2025
AGENDA OF: 06/24/2025
DEPARTMENT: City Manager
SUBJECT: Long-Term Safe Parking Operations and Management Award Contract (CM)
LOCATION: District 1
RECOMMENDATION: Motion to award a contract to People First of Santa Cruz County for the Long-Term Safe Parking Program operations and management in the amount of $489,732 and to authorize the City Manager to execute an agreement in a form approved by the City Attorney pending adoption of the FY 2026 approved budget. The Director of Homelessness Response and Community Programs is authorized to execute change orders within the approved budget.

BACKGROUND: With the adoption of the Oversized Vehicle Ordinance (OVO) in October 2021, Council directed staff to open a three-tiered safe parking program. In August of 2022, the City of Santa Cruz (City) opened the Long-Term (Tier 3) Safe Parking Program in the front parking lot of the National Guard Armory building. A contract was awarded to the Association of Faith Communities (AFC), the fiscal sponsor of The Free Guide, to operate this program based upon proposals received for safe-parking programs in response to the City’s Request for Qualifications for an array of homelessness services. This 24/7 Safe Parking Program for oversized vehicles provides free parking and wraparound supportive services including case management and housing navigation for participants with a capacity of up to 20 oversized vehicles. This program has continued to operate at capacity since it opened in August 2022. This program was the first and remains the only 24/7 safe parking program for oversized vehicles in Santa Cruz County.

On May 11, 2023, the Coastal Commission approved the City’s Coastal Development Permit related to the OVO for a one-year period. The conditions of the approved permit required the continuation of the safe parking program, including the Long-Term (Tier 3) 24/7 program. On May 9, 2024, a new longer term Coastal Development Permit related to the OVO was approved by the Coastal Commission. This permit also includes the provision of a long-term 24/7 safe parking program as a condition of approval.

DISCUSSION: In early 2024, AFC and The Free Guide communicated to the City a mutual desire to shift contractual responsibility for operation of the Long-Term Safe Parking Program to The Free Guide as an independent entity, rather than under the fiscal sponsorship of AFC. Given

9.1 timing of the contract term, the City determined that the appropriate approach was to issue a Request for Proposals (RFP), to ensure a competitive bid process consistent with procurement policies.

On March 8, 2024, the City issued an RFP for the Operation and Management of the Long-Term Safe Parking for FY 2025. The scope of services called for prospective vendors to provide safe parking services utilizing Housing First, Trauma Informed Care principles. Services are to include healthy, safe, and secure safe parking spaces for oversized vehicles, access to bathroom and shower amenities, wraparound supportive services, Homeless Management Information System (HMIS) and other data entry, and permanent housing exit-focused case management and referral services.

The City received a proposal from one organization, People First of Santa Cruz County (formerly The Free Guide), which has been operating the Long-Term Safe Parking Program under the fiscal sponsorship of AFC since the inception of this program August 2022. Based upon the evaluation criteria provided in the RFP, People First of Santa Cruz County provided a highly qualified proposal, and a program design that demonstrated significant results in exits from programs to housing and was awarded the contract for FY 2025.

The budget for People First’s proposed contract for FY 2026 is $489,732. This includes personnel costs of $397,028 for approximately 5 full-time equivalent positions, $48,982 in operating costs and $44,521 in indirect costs (10%). The contract with People First for operating the Long-Term Safe Parking presented to Council for approval is $489,732 for a term of 12 months. This represents a status quo budget compared to the contract for FY 2025.

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 HiAP principles by promoting public health and equity, ensuring that lower-income individuals have access to life-saving shelter. 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: FY 2026 funding to support the operations and management of the Long- Term Safe Parking program will come from the General Fund, Safe Parking Program – Tier 3 (p102211) in the amount of $489,732. The funding request to support this contract was included in the FY 2026 budget for consideration by Council.

9.2 Prepared By:

Larry Imwalle
Director of Homelessness
Response and Community
Programs
Submitted By:

Michelle Templeton
Assistant City Manager
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. FY26 PEOPLE FIRST CONTRACT FOR LONG TERM SAFE PARKING DRAFT.DOCX

9.3 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 1
Professional Services Agreement With

PEOPLE FIRST OF SANTA CRUZ COUNTY (PEOPLE FIRST)
For OPERATION AND MANAGEMENT OF THE TIER 3 SAFE PARKING PROGARM THIS AGREEMENT for professional services is made by and between the City of Santa Cruz (“City”) and People First of Santa Cruz County (“People First” or “Consultant”), a not for profit corporation, (each is referred to individually as a “Party” and collectively, as the “Parties”) as of July 1, 2025 (the “Effective Date”).

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

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

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

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

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

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

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

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

9.4 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 2
SECTION 4: FEES AND PAYMENT
For services actually performed, the City will compensate Consultant at the rates set forth in the Fee Schedule detailed in Exhibit B and in accordance with the terms set forth therein. Payment for Consultant's services in carrying out the entire Scope of Work shall be made within the budget limit, or limits shown, upon Exhibit B.

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

Variations from the budget for each task which are justified by statements indicating personnel time expended and submittal of a revised budget are only allowed with prior City approval; however, in no event shall the total fee charged for the Scope of Work set forth in Exhibit A exceed the budget of $489,732.00 without advance written City authorization in the form of an amendment or change order.

Invoices shall detail the time worked by each class of employee on each task and the expenses incurred for which billing is made. Unless otherwise specified in the fee schedule, payments shall be made monthly by the City within 30 days based on itemized invoices from the Consultant which list the actual costs and expenses.

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

SECTION 5: TRAVEL REIMBURSEMENT POLICY
The City shall not be responsible for any travel, meal, or lodging reimbursements to Consultant and/or Consultant’s employees.

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

SECTION 7: TERM AND SCHEDULE
The term of this Agreement shall be on the effective date of this Agreement and terminating on June 30, 2026.

At the option of the City, this Agreement may be renewed annually under the same contractual terms and conditions by letter agreement.

9.5 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 3
Consultant shall begin the Scope of Work as specified in a written authorization (e.g., Notice to Proceed) to perform services issued by the City. The written authorization to perform work shall not be issued until after this Agreement has been approved and executed by the City.

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

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

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

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

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

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

Consultant may terminate this Agreement for cause if the City fails to cure a material default in performance of its obligations under this Agreement within a period of 30 calendar days (or such longer period agreed to by the Consultant), from the date of the Consultant’s written termination notice specifying the default in performance. Consultant must provide a written notice of termination to the City not less than 60 calendar days of the effective termination date.

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

SECTION 9: INSURANCE
Prior to the beginning of and throughout the duration of the Agreement, Consultant will maintain and comply with the Insurance Requirements as set forth in Exhibit D. Consultant will insure the City against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder.

9.6 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 4
The insurance coverages required shall not in any way limit the liability of the Consultant.

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

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

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

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

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

9.7 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 5
SECTION 14: MISCELLANEOUS PROVISIONS

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

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

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

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

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

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

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

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

7. Conflicts of Interest. Consultant agrees to comply with conflict of interest laws in performing the work and services under this Agreement. Consultant covenants (on behalf of Consultant and Consultant’s employees, agents, representatives, and subcontractors) that there is no direct or indirect interest, financial or otherwise, which would conflict in any manner or degree with the performance of services required under this Agreement. Consultant acknowledges and agrees to comply with applicable provisions of conflict of interest law and regulations, including the CA Political Reform Act, (Gov’t. Code §§1090, 87100), Levine Act (Gov’t. Code §84308), and the City’s conflict of interest code. Consultant will immediately advise City if Consultant learns of a conflicting financial interest of Consultant during the term of this Agreement.

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

9.8 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 6
The Consultant may be permitted to retain copies of such work for information and reference in connection only with the provision of services for the City. All materials and work product, whether finished or unfinished, shall be delivered to City upon completion of contract services or termination of this Agreement for any reason. Consultant acknowledges and agrees that the work product shall be considered a work made for hire within the meaning of the patent and copyright laws of the United States; and Consultant agrees that all copyrights which arise from creation of project-related documents and materials pursuant to this Agreement shall be vested in the City and Consultant waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. Any work product related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein. Consultant’s final deliverables shall comply with Section 508 (29 U.S.C. Section 794d) accessibility requirements, as applicable. Notwithstanding any other provision of this Agreement to the contrary, Consultant shall retain the rights in any pre-existing standard drawing details, designs, specifications, databases, computer software, proprietary information, documents, templates, and any other property owned by Consultant on the date of this Agreement or developed outside of this Agreement.

9. Intellectual Property and Indemnity.
a. Consultant represents to City that, to the best of Consultant’s knowledge, any Intellectual Property (including but not limited to: patent, patent application, trade secret, copyright and any applications or right to apply for registration, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right) in connection with any services and/or products related to this Agreement does not violate or infringe upon any Intellectual Property rights of any other person or entity. b. To the fullest extent permitted by law, Consultant agrees to indemnify, defend, and hold harmless City, its officials, officers, employees, and agents, from any and all claims, demands, actions, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) arising out of a claim of infringement, actual or alleged, direct or contributory, of any Intellectual Property rights in any way related to Consultant’s performance under this Agreement or to the City’s authorized intended or actual use of Consultant’s product or service under this Agreement. This provision shall survive termination or expiration of this Agreement. c. If any product or service becomes, or in the Consultant’s opinion is likely to become, the subject of a claim of infringement, the Consultant shall, at its sole expense: (i) provide the City the right to continue using the product or service; or (ii) replace or modify the product or service so that it becomes non-infringing; or (iii) if none of the foregoing alternatives are possible even after Consultant’s commercially reasonable efforts, in addition to other available legal remedies, City will have the right to return the product or service and receive a full or partial refund of an amount equal to the value of the returned product or service, less the unpaid portion of the purchase price and any other amounts, which may be due to the Consultant. City shall have the right to retrieve its data and proprietary information at no charge prior to any return of the product or termination of service.

10. Confidentiality.
a. Consultant shall not acquire any ownership interest in data and information (“City Data”) received by Consultant from City, which shall remain the property of the City. Certain information may be considered confidential (“Confidential Information”). Confidential Information shall mean all information or proprietary materials (in every form and media) not generally known to the public and which has been or is hereafter disclosed or made available directly or indirectly to Consultant through any means of communication, either verbally or in writing even if it has not been designated in writing as “Confidential” to Consultant in connection with this Agreement. Unless otherwise required by law, Consultant shall not, without City’s written permission, use or disclose City Data and/or Confidential Information other than in the performance of the obligations under this Agreement. As between Consultant and City, all City Confidential Information shall remain the property of the City. Consultant shall not acquire ownership interest in the City’s Confidential Information.

9.9 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 7
b. Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City Data and Confidential Information, protect against any anticipated threats or hazards to the security or integrity of City Data and Confidential Information, protect against unauthorized access to or use of City Data and Confidential Information that could result in substantial harm or inconvenience to City or any end users; and ensure the proper return and/or disposal of City Data and Confidential Information upon termination of this Agreement with notice to the City. c. Consultant shall take appropriate action to address any incident of unauthorized access to City Data and Confidential Information, including addressing and/or remedying the issue that resulted in such unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data and Confidential Information, or any other breach in Consultant’s security that materially affects City or end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Consultant’s sole expense. Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations.
d. Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including attorneys’ fee and costs) arising out of, or in connection with, the unauthorized use, access, and/or disclosure of City Data and/or Confidential Information by Consultant and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of the City. This provision shall survive the termination or expiration of this Agreement.

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

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

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

14. Licensure. Consultant agrees that Consultant, its subcontractors and/or agents (if any) has/have complied with all applicable federal, state, and local licensing requirements and agrees to provide proof of a current City of Santa Cruz

9.10 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 8
Business Tax Certificate if:
 Consultant, its subcontractor(s) and agent(s) or its business is/are located in the City of Santa Cruz;  Will perform actual work in the City of Santa Cruz for 6 or more days annually; or  Will use company vehicles to deliver within the City of Santa Cruz for 6 or more days annually.

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

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

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

9.11 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 9
section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

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

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

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

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

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

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

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

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

25. MacBride Principles/Peace Charter. City of Santa Cruz Resolution NS-19,378 (7/24/90) encourages all companies doing

9.12 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 10
business in Northern Ireland to abide by the MacBride Principles and Peace Charter.

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

To CITY:

City Manager’s Office
Larry Imwalle
809 Center St., Rm 10
Santa Cruz, CA 95062
[email protected]
831-420-5405
To CONSULTANT:

People First of Santa Cruz County
Evan Morrison
PO Box 7120
Santa Cruz, CA 95061
[email protected]
831-761-9930
The Parties must provide notice of any changes to the above information in writing at least ten (10) business days before the change is effective.

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

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

9.13 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 11
Approved As To Form:

By: ______________________________ Date: __________________ Office of the City Attorney

CITY OF SANTA CRUZ
By: ______________________________ Date: __________________ Matt Huffaker
City Manager

CONSULTANT
By: ______________________________ Date: __________________ Printed: ___________________________ Title: __________________ By: ______________________________ Date: __________________ Printed: ___________________________ Title: __________________

9.14 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 12
EXHIBIT A: SCOPE OF WORK
Purpose and Strategic Objectives
The City of Santa Cruz is committed to advancing a housing-focused emergency shelter system that provides short-term stabilization, supports dignified living conditions, and serves as a critical step in the crisis response to homelessness.

The primary purpose of the Long-Term Safe Parking Program is to help individuals experiencing homelessness transition from living in vehicles into permanent housing or stable reunification with supportive networks, in alignment with the City’s strategic goals and emerging State and regional expectations.

This contract reflects the City’s desire to move toward a more accountable and outcome-oriented sheltering model by:
 Emphasizing individualized housing planning and active case management;  Establishing performance expectations tied to housing exits, length of stay, and participant engagement;  Encouraging collaboration with County and nonprofit partners to provide wraparound supports;  Promoting continuous quality improvement informed by participant feedback and data monitoring.

The Consultant will provide services in alignment with these objectives and will be expected to contribute to the City’s broader homelessness response strategy, including efforts to ensure regional coordination, operational efficiency, and measurable housing outcomes.

SCOPE OF WORK OVERVIEW
The City of Santa Cruz (CITY) is entering into a contract with People First of Santa Cruz, a California Non-Profit Corporation (“CONTRACTOR”), to operate a Safe Parking Program for unsheltered individuals living in their vehicles.

CONTRACTOR shall operate a 24-hour emergency safe parking program, 7 days per week, located at 301 Armory Road in Santa Cruz. The safe parking program will be sited at the Armory north parking lot (within the fenced area) for up to 20 oversized vehicles. Services will include safe and secure parking spots; access to bathroom and shower amenities; and case management aimed at permanent housing exit-focused linkages and referral services.

PERFORMANCE MEASUREMENTS
How Many Services
Will Be Provided? How Well Will Services Be Provided? Is Anyone Better Off? A minimum of 15
unduplicated
individuals will
receive program
services per night
during the contract
period.
100% of enrolled participants will have a
completed assessment and entry into HMIS
within 14 days of program enrollment.

Data Collection Tools: Monthly client
reports & Homelessness Management
Information System (HMIS)
20% of program participants will exit
homelessness to a permanent housing
destination within 12 months.
60% of program participants will have
become housing ready within 12 months.
70% of program participants will have a
documented instance of overcoming a
housing barrier within 4 months of
entering the program.

Data Collection Tool: HMIS

SERVICE PRINCIPLES
CONTRACTOR shall ensure the program adheres to Housing First, Trauma Informed Care, and Harm Reduction principles:

9.15 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 13

HOUSING FIRST
 CONTRACTOR shall conduct all emergency sheltering activities in adherence with the Core Components of Housing First, pursuant to State Welfare and Institution Code Section 8255(b).  There are no requirements for sobriety, income, adherence to substance use treatment, mental health treatment, and/or participation in case management in order to receive shelter services. The focus is on shelter as a step towards permanent housing. CONTRACTOR shall work to ensure addiction and mental health issues do not become barriers to participation in the program, and that referrals are given to recovery providers for those that wish to seek help in confronting their behavioral health challenges.

TRAUMA INFORMED CARE (TIC)
 TIC in a shelter is important because individuals currently experiencing homelessness are more likely to have experienced traumatic incidents in their lifetime than people in the general population.

CONTRACTOR response to behavioral incidents shall be guided by TIC principles and practice.

HARM REDUCTION
 CONTRACTOR shall not mandate abstinence from drugs and alcohol or require treatment for mental health symptoms or substance use as a requirement for program eligibility. Responses to participant situations focus on behaviors related to the health and safety of the individual, other participants and staff in the shelter, and the intent is to keep someone in shelter safely while also ensuring the safety of staff and other shelter participants. Exits due to behavior are reserved for only the most severe incidents or when there are multiple incidents that continue to jeopardize the health and safety of participants and staff.

CITY RESPONSIBILITIES

1. CITY shall be responsible for the requisite infrastructure at the Armory north parking lot site for CONTRACTOR to provide the services described in this scope of work including sanitation and hygiene facilities.

2. CITY will provide maintenance of the site/structures as well as cover utility costs and responsibilities for the site, including refuse service.

CONTRACTOR RESPONSIBILITIES

1. CONTRACTOR shall:
a. Ensure the safe parking program operates on a 24 hours/day, 7 days/week basis. b. Provide all shelter participants with case management services including housing navigation and connection to County services
c. Not allow participants to congregate in a group or be outside between 10:00 pm. and 6:00 am. d. Provide each shelter participant a space of at least 6 feet between guests and minimize personal belongings to allow for ingress and egress of guests and staff.

9.16 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 14

2. CONTRACTOR shall ensure that all participants with physical limitations receive the personal assistance needed for personal care needs, such as cleaning, bathing, moving into or out of wheelchairs, or changing clothes, as well as getting into/out of transportation vehicles.

3. CONTRACTOR shall ensure that all shelter participants are able to safely access and use all amenities at or brought to the site, such as portable toilets, hand washing stations and showers.

4. CONTRACTOR shall maintain a comprehensive set of shelter policies and procedures that align with the City’s housing-focused strategic direction and the performance expectations defined in this agreement. These policies shall support the consistent, safe, and equitable operation of the safe parking program, while also ensuring accountability, trauma-informed service delivery, and measurable progress toward permanent housing outcomes.

CONTRACTOR shall ensure its staff can readily access Shelter Program Policies and Procedures for consistency and clarity in conducting contracted services.
a. Policies and procedures must:
• Be reviewed and updated at least annually, or as directed by the City; • Be accessible to all staff, supported by regular training; • Where applicable, be available in participant-accessible formats and languages; • Be used as a foundation for monitoring program performance, safety, and participant experience. b. Required categories include:
• Shelter Operations and Site Safety
• Shelter layout plan meeting all applicable zoning, ADA, occupancy, and fire/life-safety codes; • Safety procedures, including incident de-escalation, staff emergency roles, and site lockdown protocols;
• Emergency evacuation plans for fire, earthquake, flood, or severe weather; • Parking, pet, and visitor policies that balance participant access with community safety; • Sanitation, hygiene, and shower access protocols;
• Daily facility and maintenance checklists.

5. CONTRACTOR shall maintain a healthy environment.
c. CONTRACTOR shall refer any participant with a suspected or known infectious disease to the Homeless Persons Health Project (866-731-HPHP).
d. CONTRACTOR shall immediately notify City of any incidents that resulted in a call to 911, including the nature of the call and the outcome of the incident by contacting Megan Bunch – [email protected] or (831) 420-5093.

6. CONTRACTOR shall utilize identified systems for data collection and reporting, as well as participant and program assessment and evaluation. Systems shall be approved by the Director, and reports from the system shall be provided to the CITY upon request.

9.17 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 15

7. CONTRACTOR shall take necessary steps to ensure participants do not create or their conduct constitute a nuisance in the immediate vicinity of the site.

8. CONTRACTOR shall ensure that pets of participants adhere to the established shelter pet policy.

9. Upon expiration or termination of this AGREEMENT, CONTRACTOR shall remove all decorations, display, signs, or equipment from the site.

PERSONNEL & SITE SUPERVISION

1. CONTRACTOR shall recruit, hire, and maintain minimum staffing levels as specified in “Exhibit B– Budget” at a skill set sufficient to perform all the duties required to work with referred or identify potentially eligible participants and ensure the following are accomplished:
 Assessment of all safe parking applicants
 Safe parking participants’ entrance to and exit from the program happen in a coordinated manner  Appropriate oversight of safe parking operations to ensure the health and safety of participants and staff

2. CONTRACTOR shall ensure all paid and volunteer staff are instructed on CONTRACTOR’s shelter policies and procedures, and that a policy and procedures manual is available on site.

CONNECTION TO ADDITIONAL SERVICES

1. CONTRACTOR shall ensure all participants receive an intake assessment, and that information on participants is entered into HMIS.

2. CONTRACTOR shall refer and link participants with appropriate community-based resources and programs to meet needs identified during the intake and assessment process. CONTRACTOR shall work to ensure participants attain resources to which they were referred by program staff.

3. CONTRACTOR shall ensure that participants receive transportation linkage and referral assistance when necessary to obtain appropriate community resources and support.  To assist participants with disabilities to access transportation assistance, CONTRACTOR shall contact The Lift Line (https://communitybridges.org/liftline/) for disabled transportation assistance services or a similar free transportation service.

SYSTEMS FOR DATA COLLECTION
CONTRACTOR shall utilize the following approved systems for data collection and reporting, as well as participant and program assessment and evaluation.

HOMELESS MANAGEMENT INFORMATION SYSTEM (HMIS)

1. CONTRACTOR shall utilize HMIS as the agreed upon collaborative system for program and participant data collection and reporting.

9.18 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 16

2. CONTRACTOR shall complete HMIS data entry for each participant that includes information sharing authorization, new client entry if needed, program intake assessment, participant update information, participant referral information, and participant exit information.

REFERRALS, ELIGIBILITY AND PRIORITY CRITERIA

BASIC REFERRAL CRITERIA

1. CONTRACTOR shall accept referrals of participants from the City. With consent from the City, Contractor may also accept referrals from the Coordinated Entry System (CES) or from County agencies in the event there are available beds.

2. CONTRACTOR shall ensure that all participants are provided information about the Homeward Bound program and offered Homeward Bound as a diversion option at program intake.

BASIC ELIGIBILITY CRITERIA FOR SHELTER SERVICES
The basic eligibility for entry into the program, as established by City, is that participants are living in their vehicles while experiencing homelessness (literally homeless, unsheltered other than vehicle).

REPORTING AND COORDINATION REQUIREMENTS

1. CONTRACTOR shall immediately notify CITY of any significant issues with program participants; time is of the essence. Significant issues include but are not limited to disciplinary or safety issues that impact participants’ shelter stay.

2. Training: CONTRACTOR shall ensure that personnel listed under “Exhibit B – Budget” are appropriately trained in Housing First, HMIS, Coordinated Entry, Trauma Informed Care, Harm Reduction, to facilitate their ability to utilize evidence-based Housing First and other best practices.

INVOICES

1. CONTRACTOR shall provide monthly invoices, using a template provided by the CITY, to document services costs based on the budget detailed in this scope of work and the attached Exhibit B - Budget document.

2. Monthly invoices shall be submitted via email to CITY authorized staff (Larry Imwalle, [email protected]) within 10 calendar days following the end of the month in which the services were provided.

BACK UP DOCUMENTATION AND REPORTING

1. CONTRACTOR shall provide required backup documentation on monthly contracted activities along with monthly invoices when submitted.

2. CONTRACTOR shall utilize the HMIS to enter, track and measure data on each participating individual, based on the Performance Measurement outcomes stated in this scope of work.

3. CONTRACTOR shall utilize monthly reports and other reports as needed, to enter, track and measure data not already captured within HMIS, based on the Performance Measurement outcomes stated in this scope of work.

9.19 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 17

SCOPE OF WORK OR BUDGET MODIFICATION

1. Changes to the budget, including transfers between budget categories within a specific fiscal year may be made only through a budget modification, which must be requested to the CITY in writing by the CONTRACTOR in advance of the modification, providing the transfer is less than 30% (cumulative), is within a single budget suffix of the approved budget, and is within the total original fiscal year budget.

2. Budget modification requests must be received no later than May 15th of the fiscal year in which the budget modification is applicable and must have prior approval by CITY authorized staff to be approved.

ADDITIONAL TERMS AND CONDITIONS

1. Corrective Action: CONTRACTOR shall perform the agreed upon services detailed in this scope of work, submit timely invoices and reports, and work to meet agreed upon outcomes as detailed herein.

CONTRACTOR failure to provide any of these agreed upon terms may result in a Corrective Action request. Corrective Action requests will specify ongoing problems in the performance of these contract terms and a deadline by which to rectify problems and will also require the CONTRACTOR to submit a brief Corrective Action Plan detailing how ongoing problems will be resolved. Failure to adequately address steps outlined in the Corrective Action Plan may ·result in the withholding of payment on invoices and/or termination of the contract.

2. Federal Funding: CONTRACTOR certifies they are not suspended, debarred, or proposed for debarment from receiving federal funds; declared ineligible to receive federal funds; or voluntarily excluded from participation in covered transactions by any federal department or agency.

3. Uninterrupted Provision of Services: In order to maintain uninterrupted services under this agreement, the CONTRACTOR shall ensure that the budgeted staffing for the contracted services is maintained, which includes providing coverage for staff vacancies or leaves of more than two weeks. Additionally, CONTRACTOR program and direct service staff must be replaced within 90 days of the start of staffing vacancies.

4. Notification of Personnel Changes: In the event of key personnel changes or leaves of more than two weeks for positions funded by this agreement (e.g., program manager or assistant program manager), the CONTRACTOR shall report changes to the CITY within 10 business days of occurrence.

5. Instruction: The CONTRACTOR shall provide this Scope of Work to all of its employees who conduct activities under this contract, so that CONTRACTOR staff clearly understands expected activities per this agreement. The CONTRACTOR will train any new employees who work in any capacities related to the provisions of this contract, in the requirements of this contract.

6. Publicity and Outreach: The CONTRACTOR agrees to obtain CITY approval prior to use for all contracted program marketing materials, including but not limited to flyers, brochures, written success stories, social media posts, and website information. The CONTRACTOR shall ensure that the CITY logo and name are included on all contracted program marketing materials and will obtain these directly from CITY authorized staff for approved uses.

7. Media Inquiries: Should the CONTRACTOR receive press/media inquiries regarding the services provided through this contract, the CONTRACTOR shall notify the Homelessness Communication Specialist of the inquiry, at [email protected] or at 831-420-5059. Press/media must also be referred directly to the Communications Specialist for additional information.

9.20 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 18
EXHIBIT B: FEE SCHEDULE
The total amount payable under this agreement shall not exceed $489,732.20.

Safe Parking Program (“Program”) participants will vary due to a number of factors. This variation in Program participation will impact the costs associated with Program operations. The approved Program budget (below) is based on maximum participation of 20 vehicles. Should participation be lower, the Program costs, and therefore, Contractor invoices, will also be lower. It is therefore necessary that the Contractor provide accurate monthly reports and invoice monthly based on the associated costs incurred.

Contractor will invoice the City on or before the 15th of each month. Monthly invoices should include the following information and costs:
 Average number of Program participants for the invoicing month  Payroll costs with staff levels/house for the invoicing month  Supply costs with list of supplies purchased to support the Program during the invoicing month Budget

9.21 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 19
EXHIBIT C: WORK SCHEDULE
Consultant shall operate a 24-hour emergency safe parking program, 7 days per week, located at 301 Armory Road in Santa Cruz. The safe parking program will be sited at the Armory north parking lot (within the fenced area) for up to 20 oversized vehicles.

EXHIBIT D: INSURANCE REQUIREMENTS
Consultant shall procure and maintain insurance against claims for injuries to persons or damages to property and otherwise which may arise from or in connection with the performance of the work under this Agreement and the results of that work by Consultant, its agents, representatives, employees, or subcontractors.

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

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

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

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

9.22 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 20
 AUTOMOBILE LIABILITY:

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

The Worker’s Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees.
(Not required if Consultant provides written verification it has no employees) - If Consultant has no employees, Consultant shall complete and sign a Workers’ Compensation Exemption Declaration and Release of Liability.

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

9.23 City of Santa Cruz Professional Services Agreement for Operation and Management of the Tier 3 Safe Parking Program July 2025 (Form Rev.03/25) Page 21
 SELF-INSURED RETENTIONS (SIR)
Self-insured retentions must be declared to and approved by the City. City may require Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
 ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City.
 CLAIMS MADE POLICIES
If any of the required policies provide coverage on a claims-made basis:

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

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

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

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

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

9.24 1
Julia Wood
From: Judi Grunstra <[email protected]>
Sent: Friday, June 20, 2025 11:41 AM
To: City Council
Subject: Consent Agenda Items 9, 10 and 11
Dear Mayor and Council:

It is disturbing to read that approximately $5 million will be spent for these services provided to "unhoused" individuals, when there are many other city needs that go unfunded or underfunded.

Item 9 - close to half a million dollars for management of RV camping site for 20 RVs, most of it for employees earning what many would consider a generous annual salary (around $80-90,000).

Item 10 - Another nearly half million dollars for transporting these individuals ("guests") 365 days a year, 7 days a week, from 6 am - 10 pm.

I'm sure many hard-working Santa Cruz residents would love to have such dependable transportation service free of charge for those hours! Will these "guests" be terribly inconvenienced if this schedule were to be reduced to save the tax-payers some money?
Item 11 - Over $4 million for Emergency shelter beds (135). Again, much of it is salaries for the "wrap around services."
There needs to be thorough reporting (as called for) on the number of individuals receiving these services who did indeed become "housed" and remained housed. Or did they cycle through the system, either in Santa Cruz (city or county) or continue to remain unhoused elsewhere in California? Does the reporting call for this?
I also have questions about the use of the term "harm reduction." (Scope of Work - page 15) B. Participant Engagement and Rights
g. Participant behavioral expectations policy rooted in trauma-informed and harm reduction principles Does this mean that the individuals living at the shelter can choose to receive syringes and other equipment to inject drugs "cleanly"? Will there be any monitoring of the number of syringes dispensed? There needs to be accountability as well as compassion.

Thank you.

Judi Grunstra

9.25 City Council

AGENDA REPORT
DATE: 06/10/2025
AGENDA OF: 06/24/2025
DEPARTMENT: City Manager
SUBJECT: Emergency Shelter Transportation Program Operations and Management Award Contract (CM)
LOCATION: District 1
RECOMMENDATION: Motion to award a contract to Community Bridges/Lift Line, Santa Cruz, CA for transportation operations for the Emergency Shelter Program in the amount of $437,994 and to authorize the City Manager to execute an agreement in a form approved by the City Attorney pending adoption of the FY 2026 approved budget. The Director of Homelessness Response and Community Programs is authorized to execute change orders.

BACKGROUND: On June 27, 2023, the City Council approved a contract with The Salvation Army (TSA) to operate the City Overlook emergency shelter located at the Santa Cruz Armory from July 1, 2023, through June 30, 2024. In the report to Council, staff indicated that the shuttle program, which provides transportation to and from the Armory for shelter program participants, had been removed from TSA contract, and that the City would initiate a Request for Proposal (RFP) process to identify a new vendor to provide the transportation service.

The RFP was released on May 26, 2023, and three organizations submitted proposals that met the minimum qualifications. In accordance with the City’s procurement protocols, and the evaluation criteria outlined in the RFP, the City reviewed the submissions, and Community Bridges/Lift Line received the highest score. In addition, Community Bridges/Lift Line submitted the lowest cost proposal. Community Bridges/Lift Line is able to leverage their existing fleet of vehicles and drivers to operate the Armory transportation program, keeping costs down. They have extensive experience, and a proven history working with vulnerable populations throughout Santa Cruz County. On September 12, 2023, Council approved a contract with Community Bridges to provide the transportation services at the City Overlook Emergency Shelter.

DISCUSSION: Community Bridges/Lift Line began providing the shuttle services for the City Overlook Emergency Shelter and the Long-Term Safe Parking program at the Santa Cruz Armory site on September 15, 2023. They provide hourly service to approximately 150 program participants, shuttling them from the Armory to stops in central Santa Cruz, Coral St, and County Health and Humans Services at Emeline. The transportation program operates 14 hours a day (6:00 a.m. to 9:00 p.m.) 365 days a year. Community Bridges/Lift Line has developed productive

10.1 working relationships with the Emergency Shelter and Long-Term Parking Program staff and program participants and has demonstrated quality service and performance in its nearly two years of operating this program. Staff recommends renewing the contract with Community Bridges/Lift Line to operate the Emergency Shelter Transportation Program for FY 2026. The proposed contract amount for the 12-month period is $437,994, which represents a five percent increase from FY 2025.

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 services accessed via this transportation program. 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: For FY 2026, the funding to support the operations and management of the Emergency Shelter Transportation program will come from the General Fund, Safe Sleeping and Shelter – Armory (p102202), in the amount of $437,994. The funding request to support this contract was included in the FY 2026 budget for consideration by the City Council.

Prepared By:

Larry Imwalle
Director of Homelessness
Response and Community
Programs
Submitted By:

Michelle Templeton
Assistant City Manager
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. DRAFT FY26 COMMUNITY BRIDGES_LIFT LINE EMERGENCY SHELTER TRANSPORTATION CONTRACT.DOCX.DOCX

10.2 City of Santa Cruz Professional Services Agreement Operation of Emergency Shelter Transportation Services

DRAFT
Professional Services Agreement With

COMMUNITY BRIDGES
For

OPERATION OF EMERGENCY SHELTER TRANSPORTATION SERVICES
(JULY 1, 2025—JUNE 30, 2026)
THIS AGREEMENT for professional services is made by and between the City of Santa Cruz (“City”) and Community Bridges (“Consultant”) (each is referred to individually as a “Party” and collectively, as the “Parties”) as of July 1, 2024 (the “Effective Date”).

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

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

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

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

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

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

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

The Director may authorize a staff person to serve as his or her representative. The work in progress shall be reviewed at such intervals as may be mutually agreed upon between the Parties. The City will be the sole judge of

10.3 City of Santa Cruz Professional Services Agreement Operation of Emergency Shelter Transportation Services

acceptable work, provided that such approval will not be unreasonably withheld or delayed. If the work is not acceptable, City will inform Consultant of the changes or revisions necessary to secure approval.

SECTION 4: FEES AND PAYMENT
For services actually performed, the City will compensate Consultant at the rates set forth in the Fee Schedule / Budget detailed in Exhibit B and in accordance with the terms set forth therein. Payment for Consultant's services in carrying out the entire Scope of Work shall be made within the budget limit, or limits shown, upon Exhibit B. Such payment shall be considered the full compensation for all personnel, materials, supplies, and equipment used by Consultant in the Scope of Work. Markups shall not be charged for any approved sub-consultants or subcontractors.

Consultant agrees that the payments to Consultant specified in this Section 4 will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section apply.

Variations from the budget for each task which are justified by statements indicating personnel time expended and submittal of a revised budget are only allowed with prior City approval; however, in no event shall the total fee charged for the Scope of Work set forth in Exhibit A exceed the budget of $437,994 without advance written City authorization in the form of an amendment or change order.

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

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

SECTION 5: TRAVEL REIMBURSEMENT POLICY
The City shall not be responsible for any travel, meal, or lodging reimbursements to Consultant and/or Consultant’s employees.

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

10.4 City of Santa Cruz Professional Services Agreement Operation of Emergency Shelter Transportation Services

SECTION 7: TERM AND SCHEDULE
The term of this Agreement shall be on the effective date of this Agreement and terminating on June 30, 2025. At the option of the City, this Agreement may be renewed annually under the same contractual terms and conditions by letter agreement. It is expressly understood by the Parties hereto that this Agreement and its commencement is dependent and conditioned upon the execution and grant of a License Agreement (“License”) to the City from the California Military Department (the “State”) for use of the Santa Cruz Armory located at 301 Armory Rd., Santa Cruz, CA 95065-2101; and in the event that said License is not executed, this Agreement will not go into effect and the City incurs no responsibilities or liabilities under this Agreement.

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

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

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

SECTION 8: TERMINATION
The City may terminate the Agreement for any reason by providing written notice to Consultant not less than 30 calendar days prior to an effective termination date. However, this Agreement shall terminate immediately upon any termination of the License for any reason whatsoever, without any liability upon the City, its officials, officers, and employees.

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

Consultant may terminate this Agreement for cause if the City fails to cure a material default in performance within a period of 30 calendar days (or such longer period agreed to by the Consultant), from the date of the Consultant’s written termination notice specifying the default in performance. Consultant must provide a notice of termination to the City not less than 30 calendar days of the effective termination date.

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

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

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

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

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

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

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

Such authority is retained solely by the City Manager, Director, or their designee. Unless expressly authorized by the

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City Manager or Director, Consultant’s compensation shall be limited to that set forth in Exhibit B, Fee Schedule / Budget.

SECTION 14: MISCELLANEOUS PROVISIONS

1. Project Manager/Key Staff. Director reserves the right to evaluate and confer with Consultant regarding the project manager or other key staff assigned by Consultant to perform the work under this Agreement.

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

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

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

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

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

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

Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing.

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

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

7. Conflicts of Interest. Consultant agrees to comply with conflict of interest laws in performing the work and services under this Agreement. Consultant covenants (on behalf of Consultant and Consultant’s employees,

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agents, representatives, and subcontractors) that there is no direct or indirect interest, financial or otherwise, which would conflict in any manner or degree with the performance of services required under this Agreement.

Consultant acknowledges and agrees to comply with applicable provisions of conflict of interest law and regulations, including the CA Political Reform Act, Sections 1090 and 87100 of the Government Code, and the City’s conflict of interest code. Consultant will immediately advise City if Consultant learns of a conflicting financial interest of Consultant during the term of this Agreement.

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

Section 794d) accessibility requirements, as applicable.

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

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

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

10. Confidentiality.
a. Consultant shall not acquire any ownership interest in data and information (“City Data”) received by Consultant from City, which shall remain the property of the City. Certain information may be considered confidential (“Confidential Information”). Confidential Information shall mean all information or proprietary materials (in every form and media) not generally known to the public and

10.8 City of Santa Cruz Professional Services Agreement Operation of Emergency Shelter Transportation Services

which has been or is hereafter disclosed or made available directly or indirectly to Consultant through any means of communication, either verbally or in writing even if it has not been designated in writing as “Confidential” to Consultant in connection with this Agreement. Unless otherwise required by law, Consultant shall not, without City’s written permission, use or disclose City Data and/or Confidential Information other than in the performance of the obligations under this Agreement. As between Consultant and City, all City Confidential Information shall remain the property of the City. Consultant shall not acquire ownership interest in the City’s Confidential Information. b. Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City Data and Confidential Information, protect against any anticipated threats or hazards to the security or integrity of City Data and Confidential Information, protect against unauthorized access to or use of City Data and Confidential Information that could result in substantial harm or inconvenience to City or any end users; and ensure the proper return and/or disposal of City Data and Confidential Information upon termination of this Agreement with notice to the City. c. Consultant shall take appropriate action to address any incident of unauthorized access to City Data and Confidential Information, including addressing and/or remedying the issue that resulted in such unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data and Confidential Information, or any other breach in Consultant’s security that materially affects City or end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Consultant’s sole expense. Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations.
d. Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including reasonable attorneys’ fee and costs) arising out of, or in connection with, the unauthorized use, access, and/or disclosure of City Data and/or Confidential Information by Consultant and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of the City. This provision shall survive the termination or expiration of this Agreement.

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

This provision shall survive the termination of this Agreement.

12. California Public Records Act. City is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Consultant’s proprietary information is contained in documents or information submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information “Confidential and Proprietary,” and identify the specific lines containing the information. In the event of a request for such information, City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief, or other appropriate remedy from a court of law in Santa Cruz County before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy within

10.9 City of Santa Cruz Professional Services Agreement Operation of Emergency Shelter Transportation Services

the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability. Consultant further agrees that it shall defend, indemnify and hold City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney’s fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant.

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

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

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

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

16. Prevailing Wages for Public Work. To the extent that the work or services to be performed under this Agreement may be considered a “public work” (construction, alteration, demolition, or repair work) pursuant and subject to Labor Code section 1720 et seq., Consultant (and any subconsultant performing the work or services) shall conform to any and all prevailing wage requirements applicable to such work/and or services under this Agreement. Consultant (and any subconsultant) shall adhere to the prevailing wage determinations made by the Director of Industrial Relations (DIR) pursuant to California Labor Code Part 7, Chapter 1, Article 2, applicable to the work, if any. All workers employed in the execution of a public works contract (as such term is defined California Labor Code section 1720 et seq. and section 1782(d)(1)) must be paid not less than the specified prevailing wage rates for the type of work performed. (CA Labor Code sections 1720, 1774 and 1782.)
To the extent applicable to the scope of work and services under this Agreement, Consultant agrees to be bound by the state prevailing wage requirements, including, but not limited to, the following:
a. If a worker is paid less than the applicable prevailing wage rate owed for a calendar day (or any portion thereof), Consultant shall pay the worker the difference between the prevailing wage rate and the amount actually paid for each calendar day (or portion thereof) for which the worker(s) was paid less than the prevailing wage rate, as specified in Labor Code section 1775; b. Consultant shall maintain and make available payroll and worker records in accordance with Labor Code sections 1776 and 1812;
c. If Consultant employs (and/or is legally required to employ) apprentices in performing the work and/or services under this Agreement, Consultant shall ensure compliance with Labor Code section 1777.5;

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d. Consultant is aware of the limitations imposed on overtime work by Labor Code sections 1810 et seq. and shall be responsible for any penalties levied in accordance with Labor Code section 1813 for failing to pay required overtime wages;
e. Consultant shall post a copy of the applicable wage rates at each jobsite at a location readily available to its workers.
f. Any failure of Consultant and/or its subconsultant to comply with the above requirements relating to a public work project shall constitute a breach of this Agreement that excuses the City’s performance of this Agreement at the City’s sole and absolute option and shall be at the sole risk of Consultant. Consultant on behalf of itself and any subconsultant, agree to indemnify, defend and hold harmless the City and its officials, officers, employees, and agents from and against any and all claims, liabilities, losses, costs, expenses, attorney’s fees, damages, expenses, fines, financial consequences, interest, and penalties, of any kind or nature, arising from or relating to any failure (or alleged failure) of the Consultant and any subconsultant to pay prevailing wages or to otherwise comply with the requirements of prevailing wage law relating to a public work.
g. Consultant acknowledges that it and/or any subconsultant may not engage in the performance of any contract for public work unless currently registered with the DIR and qualified to perform public work pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

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

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

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

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the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, the only remedy is that there may be an equitable adjustment of the schedule based on City’s sole discretion.

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

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

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

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

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

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

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

Notices shall be addressed to recipient as follows:

To CITY:

City Manager’s Office
Larry Imwalle
809 Center Street
Santa Cruz, CA 95062
[email protected]
831-420-5405
To CONSULTANT:

Community Bridges
Raymon Cancino
Chief Executive Officer
519 Main St., Watsonville, CA 95076
[email protected]
831.688.8840 x201
Changes to the above information shall be given to the other party in writing ten (10) business days before the change is effective.

27. Counterparts. The Parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument.

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

28. Warranty of Authority. The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective

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representatives, agents, successors and assigns to comply with the provisions of this Agreement.

10.13 City of Santa Cruz Professional Services Agreement Operation of Emergency Shelter Transportation Services

Approved As To Form:

By: ______________________________ Date: __________________ Office of the City Attorney

CITY OF SANTA CRUZ
By: ______________________________ Date: __________________ Matt Huffaker
City Manager

CONSULTANT
By: ______________________________ Date: __________________ Printed: ___________________________ Title: __________________ By: ______________________________ Date: __________________ Printed: ___________________________ Title: __________________

10.14 City of Santa Cruz Professional Services Agreement Operation of Emergency Shelter Transportation Services

EXHIBIT A: SCOPE OF WORK
Introduction
The City is contracting with the Consultant to operate the Emergency Shelter Transportation Program, which includes providing 17- passenger vehicle(s), drivers, and oversight. The Emergency Shelter Transportation Program provides essential transportation for guests of the City Overlook shelter and the RV Safe Parking program. Half hour to hourly services is necessary, 7 days a week, 365 days a year, to allow shelter guests offsite access, which shall be accomplished with a single vehicle and driver and subsequent backups.

The City Overlook and the RV Safe Parking emergency shelter programs are located at the National Guard Armory building in upper DeLaveaga Park. The shelters serve up to 150 individuals at any given time. Due to a variety of factors, including a lack of sidewalk leading up to the facility, shelter guests are not allowed to walk or bike on and off site. The transportation program is therefore a necessary and integral service that supports these shelter operations.

Since the City Overlook Emergency Shelter Program opened in May 2022, the City has been running the transportation program in conjunction with The Salvation Army, which also operates the City Overlook shelter. The shuttle program has consisted of two vans and 3 drivers per van (3 FTEs). The shuttles have a set route, with designated stops, taking guests to the County of Santa Cruz Emeline campus, the Housing Matter’s Coral St. campus, and to downtown Santa Cruz. In addition, two days a week the shuttles add two more stops at a laundry mat and Safeway located off Water St. in Santa Cruz. Each van runs on the half hour, shuttling guests to and from the Armory from 6am to 10pm daily.

The Emergency Shelter Transportation Program must work in harmony with the emergency shelter programs cosited at the Armory location. Shuttle staff will be in close contact with the staff of the two shelter programs on site:

The Salvation Army operated City Overlook emergency shelter and The Free Guide operated RV Safe Parking program.

Task 1 – Oversee and Operate the Armory Shuttle Program The Consultant shall be responsible for ensuring the transportation program operates 365 days a year, providing shelter guests transportation on and off site.

Task 1 Deliverables: Comprehensive oversite of the transportation program, including the development of a service plan, and ensuring the program is fully equipped, staffed and operational year-round. The Consultant shall be responsible for establishing and implementing policies and procedures including, but not limited to, driver training, incident reporting, vehicle maintenance, and tracking fuel and vehicle supplies.

Task 1 Timing: The transportation program must operate throughout the contract period (July 2024 through June 2025).

Task 2 – Provide and Maintain Transportation Vehicle(s) The Consultant shall be responsible for acquiring and maintaining the transportation vehicle(s) and ensuring the vehicle(s) are in operation 7 days a week, 365 days a year, from 6am to 10pm.

Task 2 Deliverables: The vehicle(s) capacity must be able to accommodate at least 15 guests per hour. Due to the usual volume of guests per hour, the vehicles must be able to accommodate at least 8 guests plus the driver. The Consultant can opt to operate with passenger vans or with a larger shuttle bus, as long as the vehicle can accommodate up to 15 guests per hour. The Consultant will be responsible for ensuring the vehicle(s) have sufficient fuel and regular maintenance for operation. The shuttle vehicle(s) must also have a bike rack or some means to transport guests bicycles. The transportation vehicle(s) may remain at the Armory site overnight and when not in use.

10.15 City of Santa Cruz Professional Services Agreement Operation of Emergency Shelter Transportation Services

Task 1 Timing: Vehicles must be acquired and operational by the contract start date. The vehicles must maintain in operation throughout the contract period.

Task 3 – Hire, Train, and Supervise Transportation Drivers The Consultant shall be responsible for hiring, training, and supervising drivers for the vehicles and ensure that drivers are available to operate the transportation program 7 days a week, 365 days a year, from 6am to 10pm.

Task 3 Deliverables: The transportation program must maintain sufficient drivers in order to make sure the shuttles run consistently from 6am to 10 pm, 7 days a week, 365 days a year. The Consultant shall be responsible for researching the CA DMV requirements for passenger vehicles and ensuring the drivers adhere to those requirements. CA DMV requirements vary depending on the vehicle size.

Emergency Shelter Transportation Program drivers must be insurable, provide great customer service and communication skills, be trained in conflict resolution, and, ideally, have experience working with vulnerable populations. The drivers are in constant interaction with the shelter guests. Helping them on and off the vehicles, assisting those with mobility challenges, ensuring that guests adhere to the shuttle rules, and helping mount and dismount guest bicycles from the vehicle. The drivers must also work well with the City Overlook staff (currently Salvation Army staff), who check in and out the guests as they leave and return to the shelter.

Task 3 Timing: Drivers must be hired and trained by the contract start date. The vehicles must maintain in operation throughout the contract period.

Task 4 – Provide and Maintain Transportation Supplies
The Consultant shall be responsible for purchasing and maintaining the supplies needed to safely operate the shuttle program.

Task 4 Deliverables: The transportation program supplies are primarily safety related, such as first aid kit and fire extinguisher per vehicle as well as stool to assist guest disembarking from the vehicle. A bike rack or some form of bicycle transportation mechanism is also a supply requirement. In addition, the Contractor can opt for driver support supplies such as gloves, vests, etc.

Task 4 Timing: Supplies must be purchased and available by the contract start date. The vehicles must maintain in operation throughout the contract period.

Task 5 – Collaborate with Emergency Shelter Staff
The Consultant shall be responsible for working in collaboration with the staff of the two shelter programs co-sited at the Armory. The transportation program is serving the clients of these shelter programs and it is therefore essential that the Consultant and the drivers have open communications and good rapport with the shelter staff.

Task 5 Deliverables: The Consultant and/or drivers will need to attend collaboration meetings, coordinate with on the ground shelter staff, and trouble shoot transportation program related items with staff of The Salvation Army and The Free Guide. At minimum, the drivers will communicate with The Salvation Armory monitors as the transportation vehicles are arriving and departing the site and will keep track of the number of guests per route.

Task 5 Timing: Collaboration with shelter staff will maintain in operation throughout the contract period.

10.16 City of Santa Cruz Professional Services Agreement Operation of Emergency Shelter Transportation Services

EXHIBIT B: FEE SCHEDULE / BUDGET
The approved Program budget provides annual costs. This contract is for the term of July 1, 2025, through June 30, 2026. The total amount payable under this agreement shall not exceed $437,994. CONTRACTOR shall provide monthly invoices, using a template provided by the CITY, to document services costs based on the budget detailed in the scope of work, attached as Exhibit A, and the diagram of anticipated costs that is detailed below.

Contractor will invoice the City on or before the 15th of each month for actual expenses incurred the prior month based upon the agreed upon budget included in this contract. Monthly invoices should include the following information and costs:
 Personnel costs with staff levels/hours for the invoicing month; and  Operational and supply costs with list of supplies purchased to support the Program during the invoicing month.

Diagram of Anticipated Costs

10.17 City of Santa Cruz Professional Services Agreement Operation of Emergency Shelter Transportation Services

EXHIBIT C: INSURANCE REQUIREMENTS
Consultant shall procure and maintain insurance against claims for injuries to persons or damages to property and otherwise which may arise from or in connection with the performance of the work under this Agreement and the results of that work by Consultant, its agents, representatives, employees, or subcontractors.

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

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

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

Proof of coverage for $5,000,000 provided on ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), per accident for bodily injury and property damage.
 WORKERS’ COMPENSATION AS REQUIRED BY THE STATE OF CALIFORNIA, WITH STATUTORY LIMITS, AND EMPLOYER’S LIABILITY INSURANCE: $1,000,000 per accident for bodily injury or disease.

The Worker’s Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees.

If Consultant has no employees, Consultant shall complete and sign a Workers’ Compensation Exemption Declaration and Release of Liability.

C. OTHER INSURANCE PROVISIONS
The insurance policies are to comply with the following provisions:

10.18 City of Santa Cruz Professional Services Agreement Operation of Emergency Shelter Transportation Services

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

10.19 City of Santa Cruz Professional Services Agreement Operation of Emergency Shelter Transportation Services

If any of the required policies provide coverage on a claims-made basis:

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

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

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

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

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

10.20 1
Julia Wood
From: Judi Grunstra <[email protected]>
Sent: Friday, June 20, 2025 11:41 AM
To: City Council
Subject: Consent Agenda Items 9, 10 and 11
Dear Mayor and Council:

It is disturbing to read that approximately $5 million will be spent for these services provided to "unhoused" individuals, when there are many other city needs that go unfunded or underfunded.

Item 9 - close to half a million dollars for management of RV camping site for 20 RVs, most of it for employees earning what many would consider a generous annual salary (around $80-90,000).

Item 10 - Another nearly half million dollars for transporting these individuals ("guests") 365 days a year, 7 days a week, from 6 am - 10 pm.

I'm sure many hard-working Santa Cruz residents would love to have such dependable transportation service free of charge for those hours! Will these "guests" be terribly inconvenienced if this schedule were to be reduced to save the tax-payers some money?
Item 11 - Over $4 million for Emergency shelter beds (135). Again, much of it is salaries for the "wrap around services."
There needs to be thorough reporting (as called for) on the number of individuals receiving these services who did indeed become "housed" and remained housed. Or did they cycle through the system, either in Santa Cruz (city or county) or continue to remain unhoused elsewhere in California? Does the reporting call for this?
I also have questions about the use of the term "harm reduction." (Scope of Work - page 15) B. Participant Engagement and Rights
g. Participant behavioral expectations policy rooted in trauma-informed and harm reduction principles Does this mean that the individuals living at the shelter can choose to receive syringes and other equipment to inject drugs "cleanly"? Will there be any monitoring of the number of syringes dispensed? There needs to be accountability as well as compassion.

Thank you.

Judi Grunstra

10.21 City Council

AGENDA REPORT
DATE: 06/10/2025
AGENDA OF: 06/24/2025
DEPARTMENT: City Manager
SUBJECT: City Overlook Emergency Shelter Operations and Management Award Contract (CM)
LOCATION: District 1
RECOMMENDATION: Motion to award a contract to People First of Santa Cruz County for the City Overlook emergency shelter operations and management in the amount of $4,292,879, and to authorize the City Manager to execute an agreement in a form approved by the City Attorney pending adoption of the FY 2026 approved budget. The Director of Homelessness Response and Community Programs is authorized to execute change orders within the approved budget.

BACKGROUND: In June of 2021, the City Council approved the Camping Standards and Service Ordinance (CSSO), which directed staff to ensure at least 150 safe sleeping spots were created and maintained. Shortly thereafter, the City of Santa Cruz (City) issued a Request for Qualifications (RFQ) to solicit competitive proposals for a variety of homelessness services, including operation of an emergency shelter. At that time, the City received two competitive bids for operating large shelter programs, and The Salvation Army (TSA) scored the highest due to their experience both locally and nationally in shelter operations.

The initial contract with TSA for the City Overlook program operation was approved by City Council in December 2021 for a 75-space emergency shelter program located on the south lawn of the National Guard Armory building in upper DeLaveaga Park. In June of 2022, the contract was amended to include operating inside the Armory building after the County of Santa Cruz (County) program ceased operations. This allowed for an additional 60 spaces, for a total capacity of 135 spaces. The City Overlook shelter operated continuously at this capacity from 2022-2023.

On February 23, 2024, the City issued a Request for Proposals (RFP) specifically for the Operation and Management of the City Overlook Emergency Shelter for FY 2025. The scope of services called for prospective vendors to provide 24-hour emergency shelter services, 7 days per week, 365 days a year, with a capacity for up to 135 spaces at the shelter. The onsite services are to include healthy, safe, and secure sleeping quarters, nutritious meals, access to bathroom and shower amenities, and permanent housing exit-focused linkages and referral services. A separate

11.1 vendor, Community Bridges/Lift Line, provides shuttle services on and off site to program participants daily from 6:00 a.m. to 9:00 p.m.

The City received responsive proposals from two organizations: The Salvation Army and People First of Santa Cruz County (formerly The Free Guide). Based upon the evaluation criteria provided in the RFP, People First of Santa Cruz County was determined to be the highest scoring proposal and was awarded the contract for FY 2025.

DISCUSSION: People First of Santa Cruz County has been operating and managing the City Overlook emergency shelter since August 1, 2025. In the transition process, People First hired many of the staff members who had been working at the shelter with the previous operator which provided for continuity in operations and familiarity for program participants. One of the notable changes to the staffing plan under People First has been the addition of five full-time case managers that work intensively with program participants to identify needs, set goals, coordinate services, and support them on their pathway to housing. Case management staff have extensive knowledge about county services and receive robust staff training including Housing First, Trauma-Informed Care, and Harm Reduction principles, all of which ensures staff provide quality care to all residents and supports progress towards housing outcomes.

The budget for People First’s proposed contract for FY 2026 is $4,292,879. This includes personnel costs of $3,017,391 for approximately 34 full-time equivalent positions, $885,910 in operating costs, including $542,000 for food service, and $390,000 in indirect costs (10%). The proposed cost for FY 2026 represents a status quo budget compared to the contract for FY 2025.

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. 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: FY 2026 funding to support the operations and management of the City Overlook will come from the General Fund, Safe Sleeping and Shelter – Armory (p102202), in the amount of $4,292,879. The funding request to support this contract was included in the FY 2026 budget for consideration by the City Council.

11.2 Prepared By:

Larry Imwalle
Director of Homelessness
Response and Community
Programs
Submitted By:

Michelle Templeton
Assistant City Manager
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. FY26 PEOPLE FIRST CONTRACT FOR CITY OVERLOOK EMERGENCY SHELTER OPERATIONS AND MANAGEMENT DRAFT.DOCX

11.3 City of Santa Cruz Professional Services Agreement for Operations and Management of the City Overlook Emergency Shelter
July 2025 (Form Rev.03/25 ) Page 1
Professional Services Agreement With

PEOPLE FIRST OF SANTA CRUZ COUNTY
For OPERATIONS AND MANAGEMENT OF THE CITY OVERLOOK EMERGENCY SHELTER (JULY 1, 2025 – JUNE 30, 2026)
DRAFT
THIS AGREEMENT for professional services is made by and between the City of Santa Cruz (“City”) and People First of Santa Cruz County, a nonprofit corporation (“Consultant”) (each is referred to individually as a “Party” and collectively, as the “Parties”) as of July 1, 2025 (the “Effective Date”).

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

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

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

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

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

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

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

The Director may authorize a staff person to serve as his or her representative. The work in progress shall be reviewed at such intervals as may be mutually agreed upon between the Parties. The City will be the sole judge of

11.4 City of Santa Cruz Professional Services Agreement for Operations and Management of the City Overlook Emergency Shelter
July 2025 (Form Rev.03/25 ) Page 2
acceptable work, provided that such approval will not be unreasonably withheld or delayed. If the work is not acceptable, City will inform Consultant of the changes or revisions necessary to secure approval.

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

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

Variations from the budget for each task which are justified by statements indicating personnel time expended and submittal of a revised budget are only allowed with prior City approval; however, in no event shall the total fee charged for the Scope of Work set forth in Exhibit A exceed the budget of $4,292,879.54 (“the Maximum Fee Amount”) without advance written City authorization in the form of an amendment or change order. This Maximum Fee Amount will be reduced by $11,761.31 per day for each day, from July 1, 2025, onward, that, in the City’s sole discretion, the Consultant is not running the shelter as specified in the Scope of Work at the outset of Agreement. The period between July 1, 2025, and the day that the Consultant begins running the shelter as specified in the Scope of Work is called the Startup Period. The Startup Period cannot end, and running of the shelter by Consultant cannot begin, until the Consultant obtains the general lability insurance required in Exhibit D. All other insurance must be maintained from the outset of this Agreement. The Maximum Fee Amount will be increased by the actual Startup Costs, as defined below, incurred during the Startup Period, so long as the Startup Costs do not exceed $26,000.00. “Startup Costs” are those costs actually incurred during the Startup Period for hiring of employees, training, and development of the policies and procedures required in Section 3 of the Scope of Work.

Upon execution of this Agreement, Consultant shall invoice City for and City shall pay up to Consultant $26,000.00 as a deposit for Startup Costs. If, anytime on or after September 1, 2025, in the City’s sole determination, no insurer has agreed to provide the Insurance required in Exhibit D, the City may terminate this Agreement effective immediately. At the end of the Startup Period, Consultant must provide a “true-up,” as specified below, of the Startup Costs and within 15 days return any of the unused portion of the deposit for the Startup Costs. If City terminates this Agreement due to Consultant’s failure to obtain the Insurance required in Exhibit D, then Consultant shall, within 30 days of the City’s Notice of Termination, return any Startup Costs received by Consultant to the City.

After the Startup Period, City shall make a onetime payment of $11,761.31 per day for each day left in the month that the Consultant begins running the shelter as specified in the Scope of Work. Thereafter, Consultant shall invoice the City on the 1st and 15th of every month ending June 15, 2026. The City shall pay Consultant equal payments of $178,869.95 bi-monthly against each invoice. Consultant shall provide quarterly “true-up” of costs to the City for each three-months services that are provided, by October 15, 2025, January 15, 2026, April 15, 2026, and July 15, 2026, for expenses incurred by Consultant for the prior quarter. The “true-up” must include labor costs (by category and employee) detailing the time worked by each class of employee with separate totals for overtime and benefit costs, food total costs, miscellaneous total supply costs, other permitted costs (per Exhibit B) and the percentage of the agency fee. In City’s sole discretion, if City is not satisfied with the form of the “true-up” City shall direct the Consultant who will resubmitted in the format required by the City with the information City requests.

All “true-ups” shall contain the following affidavit signed by Consultant (if individual) or by an authorized representative of Consultant (if Consultant is an entity):

11.5 City of Santa Cruz Professional Services Agreement for Operations and Management of the City Overlook Emergency Shelter
July 2025 (Form Rev.03/25 ) Page 3
"I hereby certify [or as an authorized representative of Consultant] that the total expenses of (insert expenses amount) as summarized above and shown in detail on the attachments is in accordance with the terms of Agreement dated (Insert Agreement Date)." If this contract is terminated the Consultant shall provide, within 15 days of termination, a “true-up” covering any portion of this Agreement for which a “true-up” had not previously been provided.

If the “true-up” shows that the City has overpaid for the period covered by the “true-up”, then the City shall deduct the amount of overpayment from the next monthly payment. If the City has overpaid for the final quarter of this Agreement, or for the last “true-up” after termination, then the Consultant will return the overpayment within one-month of receiving notice of the overpayment. The requirement to give a “true-up” and to repay overpayments survives the termination of this Agreement.

This Agreement is contingent upon the appropriation of sufficient funding by the City for the services covered by this Agreement. If funding is reduced or deleted by the City for the services covered by this Agreement, the City has the option without penalty or liability to either terminate this Agreement or to offer an amendment to this Agreement indicating the reduced amount.

SECTION 5: TRAVEL REIMBURSEMENT POLICY
The City shall not be responsible for any travel, meal, or lodging reimbursements to Consultant and/or Consultant’s employees.

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

SECTION 7: TERM AND SCHEDULE
The term of this Agreement shall be effective July 1, 2025, and terminating on June 30, 2026. At the option of the City, this Agreement may be renewed annually under the same contractual terms and conditions by letter agreement.

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

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

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

The City reserves the right to obtain the item(s) and/or services covered by this Agreement from another source

11.6 City of Santa Cruz Professional Services Agreement for Operations and Management of the City Overlook Emergency Shelter
July 2025 (Form Rev.03/25 ) Page 4
during any on-going suspension of service due to the circumstances outlined above.

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

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

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

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

Consultant must provide a written notice of termination to the City not less than 60 calendar days of the effective termination date.

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

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

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

In the event this Agreement involves the performance of design professional services by Consultant, Consultant’s

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

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

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

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

Such authority is retained solely by the City Manager, Director, or their designee. Unless expressly authorized by the City Manager or Director, Consultant’s compensation shall be limited to that set forth in Exhibit B, Fee Schedule.

SECTION 14: MISCELLANEOUS PROVISIONS

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

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

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

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to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.

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

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

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

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

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

7. Conflicts of Interest. Consultant agrees to comply with conflict of interest laws in performing the work and services under this Agreement. Consultant covenants (on behalf of Consultant and Consultant’s employees, agents, representatives, and subcontractors) that there is no direct or indirect interest, financial or otherwise, which would conflict in any manner or degree with the performance of services required under this Agreement. Consultant acknowledges and agrees to comply with applicable provisions of conflict of interest law and regulations, including the CA Political Reform Act, (Gov’t. Code §§1090, 87100), Levine Act (Gov’t. Code §84308), and the City’s conflict of interest code. Consultant will immediately advise City if Consultant learns of a conflicting financial interest of Consultant during the term of this Agreement.

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

Notwithstanding any other provision of this Agreement to the contrary, Consultant shall retain the rights in any preexisting standard drawing details, designs, specifications, databases, computer software, proprietary information,

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documents, templates, and any other property owned by Consultant on the date of this Agreement or developed outside of this Agreement.

9. Intellectual Property and Indemnity.
a. Consultant represents to City that, to the best of Consultant’s knowledge, any Intellectual Property (including but not limited to: patent, patent application, trade secret, copyright and any applications or right to apply for registration, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right) in connection with any services and/or products related to this Agreement does not violate or infringe upon any Intellectual Property rights of any other person or entity. b. To the fullest extent permitted by law, Consultant agrees to indemnify, defend, and hold harmless City, its officials, officers, employees, and agents, from any and all claims, demands, actions, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) arising out of a claim of infringement, actual or alleged, direct or contributory, of any Intellectual Property rights in any way related to Consultant’s performance under this Agreement or to the City’s authorized intended or actual use of Consultant’s product or service under this Agreement. This provision shall survive termination or expiration of this Agreement. c. If any product or service becomes, or in the Consultant’s opinion is likely to become, the subject of a claim of infringement, the Consultant shall, at its sole expense: (i) provide the City the right to continue using the product or service; or (ii) replace or modify the product or service so that it becomes non-infringing; or (iii) if none of the foregoing alternatives are possible even after Consultant’s commercially reasonable efforts, in addition to other available legal remedies, City will have the right to return the product or service and receive a full or partial refund of an amount equal to the value of the returned product or service, less the unpaid portion of the purchase price and any other amounts, which may be due to the Consultant. City shall have the right to retrieve its data and proprietary information at no charge prior to any return of the product or termination of service.

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

11.10 City of Santa Cruz Professional Services Agreement for Operations and Management of the City Overlook Emergency Shelter
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responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Consultant’s sole expense. Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations. d. Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including attorneys’ fee and costs) arising out of, or in connection with, the unauthorized use, access, and/or disclosure of City Data and/or Confidential Information by Consultant and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of the City. This provision shall survive the termination or expiration of this Agreement.

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

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

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

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

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

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

16. Prevailing Wages for Public Work. To the extent that the work or services to be performed under this Agreement may be considered a “public work” (construction, alteration, demolition, or repair work) pursuant and subject to Labor Code section 1720 et seq., Consultant (and any subconsultant performing the work or services) shall conform to any and all prevailing wage requirements applicable to such work/and or services under this Agreement.

Consultant (and any subconsultant) shall adhere to the prevailing wage determinations made by the Director of Industrial Relations (DIR) pursuant to California Labor Code Part 7, Chapter 1, Article 2, applicable to the work, if any. All workers employed in the execution of a public works contract (as such term is defined California Labor Code section 1720 et seq. and section 1782(d)(1)) must be paid not less than the specified prevailing wage rates for the type of work performed. (CA Labor Code sections 1720, 1774 and 1782.) To the extent applicable to the scope of work and services under this Agreement, Consultant agrees to be bound by the state prevailing wage requirements, including, but not limited to, the following:
a. If a worker is paid less than the applicable prevailing wage rate owed for a calendar day (or any portion thereof), Consultant shall pay the worker the difference between the prevailing wage rate and the amount actually paid for each calendar day (or portion thereof) for which the worker(s) was paid less than the prevailing wage rate, as specified in Labor Code section 1775;
b. Consultant shall maintain and make available payroll and worker records in accordance with Labor Code sections 1776 and 1812;
c. If Consultant employs (and/or is legally required to employ) apprentices in performing the work and/or services under this Agreement, Consultant shall ensure compliance with Labor Code section 1777.5; d. Consultant is aware of the limitations imposed on overtime work by Labor Code sections 1810 et seq. and shall be responsible for any penalties levied in accordance with Labor Code section 1813 for failing to pay required overtime wages;
e. Consultant shall post a copy of the applicable wage rates at each jobsite at a location readily available to its workers.
f. Any failure of Consultant and/or its subconsultant to comply with the above requirements relating to a public work project shall constitute a breach of this Agreement that excuses the City’s performance of this Agreement at the City’s sole and absolute option and shall be at the sole risk of Consultant. Consultant on behalf of itself and any subconsultant, agree to indemnify, defend and hold harmless the City and its officials, officers, employees, and agents from and against any and all claims, liabilities, losses, costs, expenses, attorney’s fees, damages, expenses, fines, financial consequences, interest, and penalties, of any kind or nature, arising from or relating to any failure (or alleged failure) of the Consultant and any subconsultant to pay prevailing wages or to otherwise comply with the requirements of prevailing wage law relating to a public work. g. Consultant acknowledges that it and/or any subconsultant may not engage in the performance of any contract for public work unless currently registered with the DIR and qualified to perform public work pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

17. Storm Water Requirements. To the extent applicable to the Scope of Work under this Agreement, Consultant, Consultant’s employees, subcontractors, and agents are required to abide by the applicable City of Santa Cruz Storm Water Best Management Practices (BMPs) for the duration of the work. The City’s mandatory Storm Water BMPs, which are listed according to the type of work, operations, or business, are located on the City website at:
https://www.cityofsantacruz.com/government/city-departments/public-works/stormwater/best-management11.12 City of Santa Cruz Professional Services Agreement for Operations and Management of the City Overlook Emergency Shelter
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practices

18. Dispute Resolution. The Parties agree to attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested.

Promptly upon such notification, the Parties shall meet at a mutually agreeable time and place in order to exchange relevant information and perspective, and to attempt to resolve the dispute. In the event that no resolution is achieved, and if, but only if, the parties mutually agree, then prior to pursuing formal legal action, the parties shall make a good faith effort to resolve the dispute by non-binding mediation or negotiations between representatives with decision-making power, who, to the extent possible, shall not have had substantive involvement in the matters of the dispute. To the extent that the dispute involves or relates to a public works project, the Parties agree to attempt to resolve the dispute by complying with the claims process as set forth in Public Contract Code sections 9204(e), 20104-20104.6, but without waiving the requirements of the California Tort Claims Act, Gov’t Code section 800 et seq. unless otherwise agreed to by the Parties.

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

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

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

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

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

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

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

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

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addressed to recipient as follows:

To CITY:

City Manager’s Office
Larry Imwalle
809 Center St. Rm 10
Santa Cruz, Ca 95060
[email protected]
831 420-5405
To CONSULTANT:

People First of Santa Cruz County
Evan Morrison
P.O. Box 7120
Santa Cruz, Ca 95061
831 325-2699
The Parties must provide notice of any changes to the above information in writing at least ten (10) business days before the change is effective.

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

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

11.14 City of Santa Cruz Professional Services Agreement for Operations and Management of the City Overlook Emergency Shelter
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Approved As To Form:

By: ______________________________ Date: __________________ Office of the City Attorney

CITY OF SANTA CRUZ
By: ______________________________ Date: __________________ Matt Huffaker
City Manager

CONSULTANT
By: ______________________________ Date: __________________ Printed: ___________________________ Title: __________________ By: ______________________________ Date: __________________ Printed: ___________________________ Title: __________________

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EXHIBIT A: SCOPE OF WORK
Purpose and Strategic Objectives
The City of Santa Cruz is committed to advancing a housing-focused emergency shelter system that provides shortterm stabilization, supports dignified living conditions, and serves as a critical step in the crisis response to homelessness. The primary purpose of the City Overlook Emergency Shelter is to help individuals experiencing homelessness transition from unsheltered situations into permanent housing or stable reunification with supportive networks, in alignment with the City’s strategic goals and emerging State and regional expectations.

This contract reflects the City’s desire to move toward a more accountable and outcome-oriented sheltering model by:
 Emphasizing individualized housing planning and active case management;  Establishing performance expectations tied to housing exits, length of stay, and participant engagement;  Integrating shelter services with regional outreach and encampment resolution strategies;  Encouraging collaboration with County and nonprofit partners to provide wraparound supports;  Promoting continuous quality improvement informed by participant feedback and data monitoring.

The Consultant will provide services in alignment with these objectives and will be expected to contribute to the City’s broader homelessness response strategy, including efforts to ensure regional coordination, operational efficiency, and measurable housing outcomes.

The Consultant will provide 24-hour emergency shelter services, 7 days per week, in alignment with the City’s strategic direction for housing-focused sheltering. The shelter site is located at 301Armory Road in Santa Cruz and has the capacity for up to 135 shelter spaces. (Double occupancy is permitted with consent of participants.) Shelter services will include healthy, safe, and secure sleeping quarters; one daily nutritious meal; access to bathroom and shower amenities; and services that are explicitly designed to support stabilization and transitions to permanent housing..

In addition to these core shelter operations, the Consultant shall implement service delivery in a manner that advances the City’s objectives to: (1) prioritize shelter entry for unsheltered individuals through coordination with outreach teams; (2) reduce length of stay through targeted, time-limited engagement; (3) increase exits to permanent housing or family/supportive network reunification; and (4) maintain full data transparency and accountability through regular reporting and alignment with HMIS standards.

The Consultant’s approach shall go beyond basic shelter provision and create a results-driven environment in which staff are equipped to meet people where they are, cultivate trust, and provide housing-focused case management that actively works to end participants’ homelessness. All services must be designed and delivered to meet the performance expectations set forth in this agreement, including measurable progress toward permanent housing outcomes and alignment with the City’s broader shelter system strategy.

1. Shelter Oversight:
a. Ensure the shelter site operates on a 24-hour/day, 7-day/week basis in accordance with the City's housing-focused shelter strategy;
b. Hire and oversee appropriate levels of staffing to ensure safe, trauma-informed, and effective 24/7 operations, including adequate coverage for case management, intake, and incident response, as detailed in Exhibit B;; c. Utilize the Homeless Management Information System (HMIS) for real-time data collection, reporting, and performance tracking. Ensure data is accurate, complete, and submitted in accordance with local Continuum of Care and City standards;
d. Provide all shelter participants with two meals per day, showers, and charging stations.

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e. Procure all camping supplies for participants;
f. Ensure participants adhere to clearly communicated and trauma-informed shelter policies, including safety expectations, rights and responsibilities, and grievance procedures; and g. Maintain shelter layout to provide each participant with no less than 6 feet of space between guests and minimize personal belongings in shared spaces to allow for safe ingress, egress, and emergency access.

2. Housing-Focused Services for Shelter Participants:

The Consultant shall deliver all shelter services with the express goal of helping participants stabilize, reduce time in shelter, and exit to permanent housing or safe reunification. Services must be individualized, coordinated, and aligned with the participant’s housing plan.
a. Housing Plan Development and Implementation
 Develop an individualized housing plan for each participant within 7 days of shelter entry.  Housing plans must identify a target housing exit path (e.g., rental housing, family reunification, supportive housing) and include steps, documentation needs, timelines, and responsible parties.  Review and update plans regularly through case conferencing and participant engagement.  Track each participant’s progress toward housing goals and document outcomes in HMIS. b. Coordinated Service Integration
 Actively coordinate with service providers from the County, nonprofits, and other partners to connect participants with supportive services that directly contribute to their housing goals, including:
 Housing navigation and Coordinated Entry
 Health and behavioral health care
 Employment and income supports
 Legal and benefits assistance
 Record service linkages and referral outcomes in participant files and quarterly reports. c. Accessibility and Accommodations
 Ensure participants with physical, sensory, or cognitive disabilities receive appropriate assistance and accommodations to fully engage in all services and activities. d. Site-Based Dignity and Stability Supports
 Ensure all shelter participants can safely access and use showers, restrooms, charging stations, and hygiene facilities, and that facilities are maintained in clean, functional condition. e. Secure Personal Storage
 Provide secure storage options for valuables and belongings, including items not allowed in communal areas, to reduce loss and support participant dignity.
f. Essential Shelter Amenities
 Ensure each participant receives, at minimum:
i. A tent or weather-appropriate structure
ii. A cot or mattress
iii. A personal storage tote
iv. Sanitary blankets and/or sleeping bags free of infestation, mold, or excessive wear  Replenish or replace amenities as needed to maintain safety and hygiene standards.

3.Maintain, Implement, and Update Policies and Procedures: The Consultant shall maintain a comprehensive set of shelter policies and procedures that align with the City’s housing-focused strategic direction and the performance expectations defined in this agreement. These policies support the consistent, safe, and equitable operation of the City Overlook Emergency Shelter, while also ensuring accountability, trauma-informed service delivery, and measurable progress toward permanent housing outcomes.

Policies and procedures must:
 Be reviewed and updated at least annually, or as directed by the City;  Be accessible to all staff, supported by regular training;

11.17 City of Santa Cruz Professional Services Agreement for Operations and Management of the City Overlook Emergency Shelter
July 2025 (Form Rev.03/25 ) Page 15
 Where applicable, be available in participant-accessible formats and languages;  Be used as a foundation for monitoring shelter performance, safety, and participant experience.

Required categories include:

A. Shelter Operations and Site Safety
a. Shelter layout plan meeting all applicable zoning, ADA, occupancy, and fire/life-safety codes; b. Safety procedures, including incident de-escalation, staff emergency roles, and site lockdown protocols; c. Emergency evacuation plans for fire, earthquake, flood, or severe weather; d. Parking, pet, and visitor policies that balance participant access with community safety; e. Sanitation, hygiene, and shower access protocols;
f. Daily facility and maintenance checklists.

B. Participant Engagement and Rights
g. Participant behavioral expectations policy rooted in trauma-informed and harm reduction principles; h. Participant grievance and appeal procedure that ensures timely, fair resolution of complaints; i. Policies governing family and supportive network reunification, including coordination with Homeward Bound; j. Expectations and protocols for individualized housing plans, including timeline standards and case documentation.

C. Service Delivery and Strategic Alignment
k. Policies ensuring consistent connections to housing navigation, coordinated entry, benefits, health, and behavioral services;
l. Referral and prioritization protocols that reflect City-defined performance outcomes (e.g., exits to housing, length of stay);
m. Collaboration expectations with outreach teams for unsheltered referral pathways; n. Inclusion, cultural humility, and anti-discrimination policies to support equitable service access.

D. Performance Monitoring and Data Standards
o. Staff responsibilities for entering, maintaining, and reviewing HMIS data in accordance with County and CoC standards;
p. Internal procedures for collecting, reviewing, and acting on quarterly performance data (e.g., housing exits, reunifications, utilization);
q. Policy for corrective action and continuous quality improvement (CQI) when metrics are not being met.

4. Staff Training:
a. Ensure all staff, including supervisory, operations, and case management personnel, receive initial and ongoing training in:
 Housing First
 Trauma-Informed Care
 Harm Reduction
 Cultural humility and anti-discrimination practices
 Ethical decision-making
 Conflict de-escalation and crisis response
b. Ensure training is refreshed annually and updated to reflect new City directives, emerging best practices, and community feedback. Maintain records of staff completion and content. c. Ensure all staff have immediate and easy access to up-to-date Shelter Program Policies and Procedures.

Supervisors must support training reinforcement through shift check-ins and role modeling. d. Require program leadership to regularly assess training effectiveness and identify skill gaps through supervision, incident review, and participant feedback.

5. Maintain Facilities and Ensure a Healthy Environment for Staff and Participants:

11.18 City of Santa Cruz Professional Services Agreement for Operations and Management of the City Overlook Emergency Shelter
July 2025 (Form Rev.03/25 ) Page 16
a. Refer any participant with a suspected or known infectious disease to the Homeless Persons Health Project (866- 731-HPHP) or appropriate public health agency. Maintain confidentiality and support participant dignity throughout the referral process.
b. Immediately notify the City of any incidents resulting in a call to 911 or significant safety event. Notification must include:
 The nature of the incident
 The time and location
 Parties involved (as appropriate)
 Outcomes and follow-up actions
c. Communicate promptly with City staff regarding any facility maintenance or health/safety concerns, including plumbing, HVAC, pest control, structural integrity, or sanitation issues. Maintain a written log of maintenance requests and resolutions.
d. Ensure staff and participants adhere to policies and procedures and respect the facility and surrounding neighborhood. Staff should regularly reinforce shared expectations through orientation, signage, and consistent supervision.
e. Implement daily facility walkthroughs and weekly deep-cleaning schedules to proactively identify issues and ensure a safe, clean, and welcoming shelter environment.

Consultant’s Implementation Commitments and Continuous Improvement Plan The Consultant agrees to implement all services outlined in this Scope of Work with fidelity to the City's housingfocused sheltering strategy, including the following commitments:

1. Operational Readiness
Maintain a fully staffed and functional shelter team, including case management, housing navigation, and overnight support staff, to provide safe and effective services to up to 135 participants on a 24/7 basis.

Staffing levels and schedules shall be reviewed quarterly in collaboration with the City to ensure alignment with participant needs and contract deliverables.

2. Housing Plan Execution
Within 14 days of intake, ensure all participants receive an individualized housing plan. The Consultant shall guide the implementation of each plan, including identification of exit pathways, documentation of service milestones, and coordination with County and nonprofit housing resources. All housing outcomes must be entered in HMIS.

3. Performance Metrics and Monitoring
Track and report on key outcome metrics including:
o Average length of stay
o Percentage of exits to permanent housing or family/supportive network reunification o Shelter utilization rate
o Participant engagement in housing planning
o Participant satisfaction
Data shall be submitted to the City quarterly and used to identify service gaps and improvement opportunities.

4. Service Quality and Participant Feedback
Implement a feedback system to regularly collect participant and staff input. This includes anonymous surveys, suggestion boxes, and periodic listening sessions. Feedback must inform program changes and be incorporated into quarterly performance reviews.

5. Ongoing Staff Development
Ensure all staff continue to receive updated training in Housing First, trauma-informed care, motivational interviewing, and de-escalation. Maintain training logs and include summaries in quarterly reports.

6. Facilities and Environment
Maintain shelter facilities in a clean, safe, and welcoming condition. Ensure daily inspections, timely response to maintenance issues, and compliance with all City health and safety standards.

7. Sustainability and Adaptability
Collaborate with City staff on identifying emerging needs, potential program refinements, and long-term

11.19 City of Santa Cruz Professional Services Agreement for Operations and Management of the City Overlook Emergency Shelter
July 2025 (Form Rev.03/25 ) Page 17
funding and operational strategies to support the shelter’s continued success and alignment with regional housing goals.

Consultant’s Employee Conduct
Consultant will agree to remove any employee whose conduct is improper, inappropriate, or offensive as determined by the City. A removed employee(s) is not to work on City premises without the written consent of the City. The Consultant will remove any employee from working in, or delivering to, City facilities who is convicted of a felony during their employment.

11.20 City of Santa Cruz Professional Services Agreement for Operations and Management of the City Overlook Emergency Shelter
July 2025 (Form Rev.03/25 ) Page 18
EXHIBIT B: FEE SCHEDULE
Armory FTE $/Hr Monthly Medical (All Retirement FICA Work Comp Worker's CoGeneral LiabSexual MiscGeneral LiabMonthly CosYearly Cost Accountant 1.00 30 5,200.00 1,185.40 520.00 397.80 0.07 364.00 115.23 19.24 15.00 7,816.74 93,800.90 HR Coordinator 1.00 30 5,200.00 1,185.40 520.00 397.80 0.07 364.00 115.23 19.24 15.00 7,816.74 93,800.90 Program Manager 1.00 36 6,240.00 1,185.40 624.00 477.36 0.07 436.80 138.28 23.09 15.00 9,140.00 109,679.96 Director role 1.00 36 6,240.00 1,185.40 624.00 477.36 0.07 436.80 138.28 23.09 15.00 9,140.00 109,679.96 Scheduler 1.00 28 4,853.33 1,185.40 485.33 371.28 0.07 339.73 107.55 17.96 15.00 7,375.66 88,507.89 Housing Navigator 0.40 28 1,941.33 592.70 97.07 74.26 0.07 67.95 21.51 3.59 7.50 2,805.97 33,671.69 Case Manager 1.00 30 5,200.00 1,185.40 520.00 397.80 0.07 364.00 115.23 19.24 15.00 7,816.74 93,800.90 Case Manager 1.00 30 5,200.00 1,185.40 520.00 397.80 0.07 364.00 115.23 19.24 15.00 7,816.74 93,800.90 Case Manager 1.00 30 5,200.00 1,185.40 520.00 397.80 0.07 364.00 115.23 19.24 15.00 7,816.74 93,800.90 Case Manager 1.00 30 5,200.00 1,185.40 520.00 397.80 0.07 364.00 115.23 19.24 15.00 7,816.74 93,800.90 Case Manager 1.00 30 5,200.00 1,185.40 520.00 397.80 0.07 364.00 115.23 19.24 15.00 7,816.74 93,800.90 Weekday Eve Lead (4pm-mid) 1.00 28 4,853.33 1,185.40 485.33 371.28 0.07 339.73 107.55 17.96 15.00 7,375.66 88,507.89 Weekday Eve (3:30-11:30) 1.00 25 4,333.33 1,185.40 433.33 331.50 0.07 303.33 96.03 16.03 15.00 6,714.03 80,568.36 Weekday Eve/Caregiver 1.00 26.5 4,593.33 1,185.40 459.33 351.39 0.07 321.53 101.79 17.00 15.00 7,044.84 84,538.12 Weekday Eve 1.00 25 4,333.33 1,185.40 433.33 331.50 0.07 303.33 96.03 16.03 15.00 6,714.03 80,568.36 Weekday Morn Lead (mid-8am) 1.00 28 4,853.33 1,185.40 485.33 371.28 0.07 339.73 107.55 17.96 15.00 7,375.66 88,507.89 Weekday Morn (11:30p-7:30a) 1.00 25 4,333.33 1,185.40 433.33 331.50 0.07 303.33 96.03 16.03 15.00 6,714.03 80,568.36 Weekday Morn/Caregiver 1.00 26.5 4,593.33 1,185.40 459.33 351.39 0.07 321.53 101.79 17.00 15.00 7,044.84 84,538.12 Weekday Morn 1.00 25 4,333.33 1,185.40 433.33 331.50 0.07 303.33 96.03 16.03 15.00 6,714.03 80,568.36 Weekday Day Lead (8a m-4pm) 1.00 28 4,853.33 1,185.40 485.33 371.28 0.07 339.73 107.55 17.96 15.00 7,375.66 88,507.89 Weekday Day (7:30-3:30) 1.00 25 4,333.33 1,185.40 433.33 331.50 0.07 303.33 96.03 16.03 15.00 6,714.03 80,568.36 Weekday Day Caregiver 1.00 26.5 4,593.33 1,185.40 459.33 351.39 0.07 321.53 101.79 17.00 15.00 7,044.84 84,538.12 Weekday Day 1.00 25 4,333.33 1,185.40 433.33 331.50 0.07 303.33 96.03 16.03 15.00 6,714.03 80,568.36 PT Misc 1.00 25 4,333.33 1,185.40 433.33 331.50 0.07 303.33 96.03 16.03 15.00 6,714.03 80,568.36 PT Misc 1.00 25 4,333.33 1,185.40 433.33 331.50 0.07 303.33 96.03 16.03 15.00 6,714.03 80,568.36 PT Misc 0.450 25 1,950.00 - 195.00 149.18 0.07 136.50 43.21 7.22 15.00 2,496.17 29,954.06 Weekend Eve Lead (4pm-mid) 0.450 28 2,184.00 218.40 167.08 0.07 152.88 48.40 8.08 15.00 2,793.90 33,526.85 Weekend Eve (3:30-11:30) 0.450 25 1,950.00 195.00 149.18 0.07 136.50 43.21 7.22 15.00 2,496.17 29,954.06 Weekend Eve Caregiver 0.450 26.5 2,067.00 206.70 158.13 0.07 144.69 45.80 7.65 15.00 2,645.04 31,740.46 Weekend Eve 0.450 25 1,950.00 195.00 149.18 0.07 136.50 43.21 7.22 15.00 2,496.17 29,954.06 Weekend Morn Lead (mid-8am) 0.450 28 2,184.00 218.40 167.08 0.07 152.88 48.40 8.08 15.00 2,793.90 33,526.85 Weekend Morn (11:30-7:30) 0.450 25 1,950.00 195.00 149.18 0.07 136.50 43.21 7.22 15.00 2,496.17 29,954.06 Weekend Morn Caregiver 0.450 26.5 2,067.00 206.70 158.13 0.07 144.69 45.80 7.65 15.00 2,645.04 31,740.46 Weekend Morn 0.450 25 1,950.00 195.00 149.18 0.07 136.50 43.21 7.22 15.00 2,496.17 29,954.06 Weekend Day Lead(8a m-4pm) 0.450 28 2,184.00 218.40 167.08 0.07 152.88 48.40 8.08 15.00 2,793.90 33,526.85 Weekend Day (7:30-3:30) 0.450 25 1,950.00 195.00 149.18 0.07 136.50 43.21 7.22 15.00 2,496.17 29,954.06 Weekend Day Caregiver 0.450 26.5 2,067.00 206.70 158.13 0.07 144.69 45.80 7.65 15.00 2,645.04 31,740.46 Weekend Day 0.450 25 1,950.00 195.00 149.18 0.07 136.50 43.21 7.22 15.00 2,496.17 29,954.06 Cook/Server (noon-9pm) 1.000 23 3,986.67 1,185.40 398.67 304.98 0.07 279.07 88.34 14.75 15.00 6,272.95 75,275.34 Cook/Server (noon-9pm) 1.000 23 3,986.67 1,185.40 398.67 304.98 0.07 279.07 88.34 14.75 15.00 6,272.95 75,275.34 Cook/Server (noon-9pm) 1.000 23 3,986.67 1,185.40 398.67 304.98 0.07 279.07 88.34 14.75 15.00 6,272.95 75,275.34 Janitor 1.000 25 4,333.33 1,185.40 433.33 331.50 0.07 303.33 96.03 16.03 15.00 6,714.03 80,568.36 Salaries & Benefits 34.25 161,377.67 33,783.90 16,040.70 12,271.14 11,228.49 3,554.62 593.51 622.50 239,475.46 2,873,705.49 OvertimeContingency 5% 143,685.27
Total 3,017,390.76

11.21 City of Santa Cruz Professional Services Agreement for Operations and Management of the City Overlook Emergency Shelter
July 2025 (Form Rev.03/25 ) Page 19
Quantity Price/Unit Total
Blankets 155 20.00 3,100.00
Hygiene 49275 1.00 49,275.00
Food ($11 person/day) 49275 11.00 542,025.00
Emergency Taxi Transport 8,000.00
Cleaning/Disinfecting/PPE 1,500.00
Kitchen Fee 365 50.00 18,250.00
Office Supplies 12 150.00 1,800.00
Emergency Clothing 150 25.00 3,750.00
Staff Training 12,000.00
Staff Shirts 120 25.00 3,000.00
Staff Hats 60 20.00 1,200.00
Laundry per month 12 10,000.00 120,000.00
Technology for intakes 2,000.00
Security Cameras 5,000.00
Supplies (Tents, cots, bins) 40,000.00
Facilities Subtotal 810,900.00
Misc. Supplies Contingency 24,327.00
Facilities Total 835,227.00
Discretionary Fund 50,000.00
Subtotal 3,902,617.76
Agency Fee (10%) 390,261.78
Grand Total 4,292,879.54
Per active household 31,799.11
Per active household per day 87.12
Active Households at one time 135

11.22 City of Santa Cruz Professional Services Agreement for Operations and Management of the City Overlook Emergency Shelter
July 2025 (Form Rev.03/25 ) Page 20
EXHIBIT C: WORK SCHEDULE
Consultant shall run the Overlook Shelter from July 1, 2025 through June 30, 2026.

11.23 City of Santa Cruz Professional Services Agreement for Operations and Management of the City Overlook Emergency Shelter
July 2025 (Form Rev.03/25 ) Page 21
EXHIBIT D: INSURANCE REQUIREMENTS
Consultant shall procure and maintain insurance against claims for injuries to persons or damages to property and otherwise which may arise from or in connection with the performance of the work under this Agreement and the results of that work by Consultant, its agents, representatives, employees, or subcontractors.

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

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

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

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

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

The Worker’s Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees.

11.24 City of Santa Cruz Professional Services Agreement for Operations and Management of the City Overlook Emergency Shelter
July 2025 (Form Rev.03/25 ) Page 22
(Not required if Consultant provides written verification it has no employees) - If Consultant has no employees, Consultant shall complete and sign a Workers’ Compensation Exemption Declaration and Release of Liability.

C. OTHER INSURANCE PROVISIONS
The insurance policies are to comply with the following provisions:
 ADDITIONAL INSURED STATUS
The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations, products and completed operations. General liability coverage will be provided in the form of an endorsement to Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 (if a later edition is used).  PRIMARY COVERAGE
For any claims related to this Agreement, Consultant’s and all subcontractor’s insurance coverage will be primary and non-contributory as respects the City, its officers, officials, employees, agents, and volunteers.

Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers will be excess of Consultant’s and all subcontractor’s insurance and will not contribute with it.  NOTICE OF CANCELLATION
Each insurance policy required above shall state that the coverage shall not be canceled, except with notice to the City.
 WAIVER OF SUBROGATION
Consultant hereby grants to the City a waiver of any right to subrogation, except as otherwise not applicable, which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss, including attorney’s fees under such insurance. Consultant agrees to obtain any endorsement that may be necessary to effectuate this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.  EXCESS LIABILITY/UMBRELLA INSURANCE POLICIES
Consultant may use excess liability/umbrella policies to meet the required liability limits on the condition that they provide all of the insurance coverages required herein, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements.

The excess liability/umbrella insurance policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying CGL insurance. No insurance policies maintained by the additional insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted.
 SELF-INSURED RETENTIONS (SIR)
Self-insured retentions must be declared to and approved by the City. City may require Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
 ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City.
 CLAIMS MADE POLICIES
If any of the required policies provide coverage on a claims-made basis:

11.25 City of Santa Cruz Professional Services Agreement for Operations and Management of the City Overlook Emergency Shelter
July 2025 (Form Rev.03/25 ) Page 23

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

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

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

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

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

11.26 1
Julia Wood
From: Judi Grunstra <[email protected]>
Sent: Friday, June 20, 2025 11:41 AM
To: City Council
Subject: Consent Agenda Items 9, 10 and 11
Dear Mayor and Council:

It is disturbing to read that approximately $5 million will be spent for these services provided to "unhoused" individuals, when there are many other city needs that go unfunded or underfunded.

Item 9 - close to half a million dollars for management of RV camping site for 20 RVs, most of it for employees earning what many would consider a generous annual salary (around $80-90,000).

Item 10 - Another nearly half million dollars for transporting these individuals ("guests") 365 days a year, 7 days a week, from 6 am - 10 pm.

I'm sure many hard-working Santa Cruz residents would love to have such dependable transportation service free of charge for those hours! Will these "guests" be terribly inconvenienced if this schedule were to be reduced to save the tax-payers some money?
Item 11 - Over $4 million for Emergency shelter beds (135). Again, much of it is salaries for the "wrap around services."
There needs to be thorough reporting (as called for) on the number of individuals receiving these services who did indeed become "housed" and remained housed. Or did they cycle through the system, either in Santa Cruz (city or county) or continue to remain unhoused elsewhere in California? Does the reporting call for this?
I also have questions about the use of the term "harm reduction." (Scope of Work - page 15) B. Participant Engagement and Rights
g. Participant behavioral expectations policy rooted in trauma-informed and harm reduction principles Does this mean that the individuals living at the shelter can choose to receive syringes and other equipment to inject drugs "cleanly"? Will there be any monitoring of the number of syringes dispensed? There needs to be accountability as well as compassion.

Thank you.

Judi Grunstra

11.27 City Council

AGENDA REPORT
DATE: 06/03/2025
AGENDA OF: 06/24/2025
DEPARTMENT: City Manager
SUBJECT: Award Contract for California Youth Service Corps Grant (CM) LOCATION: Citywide
RECOMMENDATION: Motion to award a contract to Central Coast Energy Services (CCES) in the amount of $1,758,097.44 to implement the Monterey Bay Green Youth Service Corps project funded through a grant from California Volunteers State General Funds 0650-0001-001 and authorize the City Manager to execute an agreement in a form approved by the City Attorney.

BACKGROUND: The City of Santa Cruz (City) is a leader in climate initiatives and seeks innovative ways to address climate related issues across sectors. The City’s Climate Action Plan 2030 (CAP 2030) identifies the potential growth of over 2,400 green jobs through its implementation. As the convener of the regional workforce development working group, the City also identifies opportunities to foster practical, hands-on educational opportunities for young people in our region across municipal, private, and nonprofit job sectors.

On December 3, 2024, the Office of the Governor issued a request for applications to #CaliforniansForAll Youth Service Corps through California Volunteers with the goal of increasing youth engagement in community-based careers focused on addressing issues surrounding climate, food insecurity, education, and public service.

At its April 22, 2025, meeting, the City Council approved submission of a grant proposal to California Volunteers to establish the Monterey Bay Green Youth Service Corps. On May 16, 2025, California Volunteers issued a Notice of Intent to Award a grant in the amount of $1,998,776.14 to the City to implement the collaborative project. This grant award will advance the City’s goals and give the City and its partners an opportunity to provide 106 young people from the Monterey Bay Region valuable professional skills in the green sector.

City staff developed the project concept collaboratively with other members of the Monterey Bay Area Climate Justice Collaborative. This working group of local government agencies, community-based organizations, and regional organizations aims to build equitable climate response efforts across sectors in the Monterey Bay region. The participation of these organizations in the Monterey Bay Green Youth Service Corps program addressed the grant’s priorities and ensured the project’s competitiveness and thus garnered award by the state.

12.1 The City is the primary awardee and will be responsible for project delivery, administration, and reporting of the program overseen by the City’s Sustainability and Resiliency Officer. The City is contracting with CCES because they were listed as a co-applicant on the grant and were approved by the grantor, CA Volunteers, when the award was made. CCES will administer subcontracts with project partners and facilitate the project’s rollout, supporting the City in overall project delivery and reporting. The City and CCES will administer the Monterey Bay Green Youth Service Corps program between the summers of 2025 and 2026.

Each partner organization is uniquely able to provide educational training and on-the-ground work experiences in one or multiple of the subject areas specified in the request for applications issued by the California Volunteers: climate, food insecurity, education, and public service. The City Parks and Recreation Department will provide fellowships focusing on food security and sustainable community spaces; CCES, in addition to its overall project support role, will provide fellowships on green building and community resilience to climate change; Ecology Action’s fellowship program will train participants in community engagement and climate action practices; FoodWhat’s curriculum focuses on sustainable farming practices and communitybased food security; and Watsonville Wetlands Watch will provide hands-on skill-building opportunities in local habitat stewardship. Program opportunities range from 8 weeks to 18 months in duration depending on the focus area and which community-based organization is overseeing the program.

DISCUSSION: Section 3.08.150 of the Purchasing Ordinance allows the Purchasing Manager to award a contract without competition when there is only one source for the required item/service; the rationale for this approach is described in the Attachment: Sole Source Memo.

The Purchasing Manager concurs that CCES is the only organization able to provide the services described herein.

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 the 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): Implementation of the proposed Monterey Bay Green Youth Service Corps directly supports the HiAP pillars of sustainability, equity, and public health. First, as a professional training development project with programs oriented specifically towards climate sector jobs, the project promotes sustainability through its implementation of the Climate Action Plan’s Measure Number CE-2. Second, the project aims to promote equity by partnering with organizations whose programs will provide tangible benefits to underserved communities through the realization of hands-on educational and job opportunities for participants from priority demographics. This structure is incorporated into the program design and the recruitment and application process for program participants. Finally, public health benefits will be achieved by program participants and indirectly by community members through the outcomes of the proposed programs themselves. For example, the Parks and Recreation Department’s fellow and FoodWhat’s program will address several of the 8 CORE conditions of Community Well-Being through their focus on healthy eating habits, sustainable farming and cooking practices, and culturally informed food justice. Watsonville Wetlands Watch focuses on improving well-being through Urban Forestry and Native Plant Propagation. These projects foster Health Environments and Community Connectedness, two key tenants of the 8 CORE conditions of community well-being.

12.2 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: Through a budget adjustment approved with approval of submission of the grant at the April 22, 2025 City Council meeting, the grant award of $1,998,776.14 will be appropriated into project g102503 to fund these five programs and their related expenditures. Administrative costs amount to 9.6% of the total grant. Direct operational costs comprise 18.1% of the grant, and the remaining 72.3% of the grant goes toward youth wages, benefits, and other costs.

Prepared By:

Tiffany Wise-West, P.E.

Sustainability and Resiliency
Officer
Submitted By:

Michelle Templeton
Assistant City Manager
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. CENTRAL COAST ENERGY SERVICES PROFESSIONAL SERVICES
AGREEMENT.PDF

2. SOLE SOURCE MEMO.DOCX

12.3 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 1
Professional Services Agreement With
CENTRAL COAST ENERGY SERVICES, INC.

For MONTEREY BAY GREEN YOU SERVICE CORPS
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) for professional services is made by and between the City of Santa Cruz (“City”) and Central Coast Energy Services, Inc. (“Consultant”) (each is referred to individually as a “Party” and collectively, as the “Parties”) as of June ___, 2025 (the “Effective Date”).

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

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

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

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

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

Consultant shall meet with Michelle Templeton, Director of the City Manager’s Office, hereinafter called "Director", or other designated and authorized City personnel, and/ or third parties as necessary, on all matters connected with carrying out Consultant’s services described in Exhibit A. Such meetings shall be held at the request of either Party. Consultant shall obtain City’s review and acceptance of completed work monthly, or at other intervals as may be mutually agreed upon during the term of this Agreement. Review or acceptance of Consultant’s work by City or its designee shall not relieve Consultant from responsibility for errors and omissions in Consultant’s work.

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

The Director may authorize a City staff person to serve as their representative with respect to this Agreement.

Consultant’s work shall be reviewed at such intervals as may be mutually agreed upon between the Parties. The

12.4 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 2
City will be the sole judge of acceptable work, provided that such approval will not be unreasonably withheld or delayed. If the work is not acceptable, City will inform Consultant of the changes or revisions necessary to secure acceptance.

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

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

Variations from the budget for each task which are justified by statements indicating personnel time expended and submittal of a revised budget are only allowed with prior City approval; however, in no event shall the total fee charged for the Scope of Work set forth in Exhibit A exceed the budget of $1,758,097.44 without advance written City authorization in the form of an amendment or change order.

Invoices shall detail the time worked by each class of employee on each task and the expenses incurred for which billing is made. Unless otherwise specified in the fee schedule, payments shall be made monthly by the City within 30 days based on itemized invoices from the Consultant which list the actual costs and expenses.

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

SECTION 5: TRAVEL REIMBURSEMENT POLICY
The City shall not be responsible for any travel, meal, or lodging reimbursements to Consultant and/or Consultant’s employees unless otherwise specified in the Scope of Work. The total fees and costs of Consultant’s services shall not exceed the amount described in the Fee Schedule.

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

12.5 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 3
SECTION 7: TERM AND SCHEDULE
The term of this Agreement shall be for 18 months and commence on the effective date of this Agreement and terminate upon completion of the Scope of Work or December 31, 2026, which-ever is soonest.

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

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

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

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

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

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

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

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

Consultant must provide a written notice of termination to the City not less than 60 calendar days of the effective termination date.

Upon notice of termination by either the City or Consultant, the Consultant will immediately act to not incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities. The City’s only obligation to the Consultant will be just and equitable payment for services authorized by, and received to the satisfaction of, the City up to and including the effective date of termination less any amounts withheld. All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. In the event of Consultant’s failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained

12.6 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 4
by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set-off until such time as the exact amount of damages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City under the Agreement. No other compensation will be payable for anticipated profit on unperformed services.

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

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

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

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

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

12.7 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 5
SECTION 13: AMENDMENTS
This Agreement may not be amended in any respect except by way of a written instrument which expressly references and identifies this particular Agreement, which expressly states that its purpose is to amend this particular Agreement, and which is duly executed by the City and Consultant. Consultant acknowledges that no such amendment shall be effective until approved and authorized by the City’s authorized representative. No representative of the City is authorized to obligate the City to pay the cost or value of services beyond the scope of services set forth in Exhibit A.

Such authority is retained solely by the City Manager, Director, or their designee. Unless expressly authorized by the City Manager or Director, Consultant’s compensation shall be limited to that set forth in Exhibit B, Fee Schedule.

SECTION 14: MISCELLANEOUS PROVISIONS

1. Project Manager/Key Staff. Director reserves the right to evaluate and confer with Consultant regarding the project manager or other key staff assigned by Consultant to perform the work under this Agreement. Consultant shall replace the project manager or key staff upon Director’s request due to Director’s concern about their performance.

Otherwise, no change in assignment by the Consultant may occur without prior written approval of the City.

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

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

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

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

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

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

12.8 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 6
Consultant. Consultant’s obligation to pay its subconsultants is an independent obligation from the City’s obligation to make payments to the Consultant.

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

7. Conflicts of Interest. Consultant agrees to comply with conflict of interest lawsin performing the work and services under this Agreement. Consultant covenants (on behalf of Consultant and Consultant’s employees, agents, representatives, and subcontractors) that there is no direct or indirect interest, financial or otherwise, which would conflict in any manner or degree with the performance of services required under this Agreement. Consultant acknowledges and agrees to comply with applicable provisions of conflict of interest law and regulations, including the CA Political Reform Act, (Gov’t. Code §§1090, 87100), Levine Act (Gov’t. Code §84308), and the City’s conflict of interest code. Consultant will immediately advise City if Consultant learns of a conflicting financial interest of Consultant during the term of this Agreement.

8. City Property. The work, or any portion, of Consultant in performing this Agreement shall become the property of City. The Consultant may be permitted to retain copies of such work for information and reference in connection only with the provision of services for the City. All materials and work product, whether finished or unfinished, shall be delivered to City upon completion of contract services or termination of this Agreement for any reason.

Consultant acknowledges and agrees that the work product shall be considered a work made for hire within the meaning of the patent and copyright laws of the United States; and Consultant agrees that all copyrights which arise from creation of project-related documents and materials pursuant to this Agreement shall be vested in the City and Consultant waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. Any work product related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein.

Consultant’s final deliverables shall comply with Section 508 (29 U.S.C. Section 794d) accessibility requirements, as applicable. Notwithstanding any other provision of this Agreement to the contrary, Consultant shall retain the rights in any pre-existing standard drawing details, designs, specifications, databases, computer software, proprietary information, documents, templates, and any other property owned by Consultant on the date of this Agreement or developed outside of this Agreement.

9. Intellectual Property and Indemnity.
a. Consultant represents to City that, to the best of Consultant’s knowledge, any Intellectual Property (including but not limited to: patent, patent application, trade secret, copyright and any applications or right to apply for registration, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right) in connection with any services and/or products related to this Agreement does not violate or infringe upon any Intellectual Property rights of any other person or entity. b. To the fullest extent permitted by law, Consultant agrees to indemnify, defend, and hold harmless City, its officials, officers, employees, and agents, from any and all claims, demands, actions, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) arising out of a claim of infringement, actual or alleged, direct or contributory, of any Intellectual Property rights in any way related to Consultant’s performance under this Agreement or to the City’s authorized intended or actual use of Consultant’s product or service under this Agreement. This provision shall survive termination or expiration of this Agreement. c. If any product or service becomes, or in the Consultant’s opinion is likely to become, the subject of a claim of infringement, the Consultant shall, at its sole expense: (i) provide the City the right to continue using the product

12.9 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 7
or service; or (ii) replace or modify the product or service so that it becomes non-infringing; or (iii) if none of the foregoing alternatives are possible even after Consultant’s commercially reasonable efforts, in addition to other available legal remedies, City will have the right to return the product or service and receive a full or partial refund of an amount equal to the value of the returned product or service, less the unpaid portion of the purchase price and any other amounts, which may be due to the Consultant. City shall have the right to retrieve its data and proprietary information at no charge prior to any return of the product or termination of service.

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

Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations.
d. Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including attorneys’ fee and costs) arising out of, or in connection with, the unauthorized use, access, and/or disclosure of City Data and/or Confidential Information by Consultant and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of the City. This provision shall survive the termination or expiration of this Agreement.

11. Consultant's Records/Audits. Consultant shall maintain accurate accounting records and other written documentation pertaining to the costs incurred relating to this Agreement for examination and audit by the City, State, or federal government, as applicable, in compliance with Gov. Code §8546.7 for a contract in excess of $10,000, or in compliance with other applicable federal laws (e.g. 48 CFR 31) or regulations for a period of three

12.10 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 8
(3) years from: the date of the final City payment for Consultant's services, or from the date of final disposition of real property or equipment acquired with federal funds, or date of the termination of this Agreement, whichever is later. If Consultant engages a subcontractor to perform work related to this Agreement with a cost of $10,000 or more over a 12-month period, such subcontract shall contain these same requirements. This provision shall survive the termination of this Agreement.

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

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

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

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

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

16. Prevailing Wages for Public Work. To the extent that the work or services to be performed under this Agreement may be considered a “public work” (construction, alteration, demolition, or repair work) pursuant and subject to Labor Code section 1720 et seq., Consultant (and any subconsultant performing the work or services) shall conform to any and all prevailing wage requirements applicable to such work/and or services under this Agreement. Consultant (and any subconsultant) shall adhere to the prevailing wage determinations made by the Director of Industrial Relations (DIR) pursuant to California Labor Code Part 7, Chapter 1, Article 2, applicable to the work, if any. All workers employed in the execution of a public works contract (as such term is defined California Labor Code section 1720 et seq. and section 1782(d)(1)) must be paid not less than the specified prevailing wage rates for the type of work performed. (CA Labor Code sections 1720, 1774 and 1782.)

12.11 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 9
To the extent applicable to the scope of work and services under this Agreement, Consultant agrees to be bound by the state prevailing wage requirements, including, but not limited to, the following:
a. If a worker is paid less than the applicable prevailing wage rate owed for a calendar day (or any portion thereof), Consultant shall pay the worker the difference between the prevailing wage rate and the amount actually paid for each calendar day (or portion thereof) for which the worker(s) was paid less than the prevailing wage rate, as specified in Labor Code section 1775; b. Consultant shall maintain and make available payroll and worker records in accordance with Labor Code sections 1776 and 1812;
c. If Consultant employs (and/or is legally required to employ) apprentices in performing the work and/or services under this Agreement, Consultant shall ensure compliance with Labor Code section 1777.5; d. Consultant is aware of the limitations imposed on overtime work by Labor Code sections 1810 et seq. and shall be responsible for any penalties levied in accordance with Labor Code section 1813 for failing to pay required overtime wages;
e. Consultant shall post a copy of the applicable wage rates at each jobsite at a location readily available to its workers.
f. Any failure of Consultant and/or its subconsultant to comply with the above requirements relating to a public work project shall constitute a breach of this Agreement that excuses the City’s performance of this Agreement at the City’s sole and absolute option and shall be at the sole risk of Consultant. Consultant on behalf of itself and any subconsultant, agree to indemnify, defend and hold harmless the City and its officials, officers, employees, and agents from and against any and all claims, liabilities, losses, costs, expenses, attorney’s fees, damages, expenses, fines, financial consequences, interest, and penalties, of any kind or nature, arising from or relating to any failure (or alleged failure) of the Consultant and any subconsultant to pay prevailing wages or to otherwise comply with the requirements of prevailing wage law relating to a public work.
g. Consultant acknowledges that it and/or any subconsultant may not engage in the performance of any contract for public work unless currently registered with the DIR and qualified to perform public work pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

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

18. Dispute Resolution. The Parties agree to attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested.

Promptly upon such notification, the Parties shall meet at a mutually agreeable time and place in order to exchange relevant information and perspective, and to attempt to resolve the dispute. In the event that no resolution is achieved, and if, but only if, the parties mutually agree, then prior to pursuing formal legal action, the parties shall make a good faith effort to resolve the dispute by non-binding mediation or negotiations

12.12 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 10
between representatives with decision-making power, who, to the extent possible, shall not have had substantive involvement in the matters of the dispute. To the extent that the dispute involves or relates to a public works project, the Parties agree to attempt to resolve the dispute by complying with the claims process as set forth in Public Contract Code sections 9204(e), 20104-20104.6, but without waiving the requirements of the California Tort Claims Act, Gov’t Code section 800 et seq. unless otherwise agreed to by the Parties.

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

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

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

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

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

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

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

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

To CITY:

City Manager’s Office
To CONSULTANT:

Julie Garcia

12.13 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 11
Dr. Tiffany Wise-West
809 Center Street, Rm 9/10
[email protected]
(831) 420 – 5433
135 Aviation Way Ste 7
Watsonville, CA 95076
[email protected]
1 -888 – 728-3637
The Parties must provide notice of any changes to the above information in writing at least ten (10) business days before the change is effective.

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

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

12.14 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 12
Approved As To Form:

By: _____________________________ Date: __________________ Office of the City Attorney

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

CONSULTANT
By: _____________________________ Date: __________________ Printed: ___________________________ Title: __________________ By: _____________________________ Date: __________________ Printed: ___________________________ Title: __________________ , Ashley Wheelock
June 3, 2025

12.15 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 13
EXHIBIT A: SCOPE OF WORK
City 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. 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 City’s Climate Action Plan 2030 (“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. City and its regional partners, including Consultant, 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.

City and its regional partners aim to address all four focus areas with five distinct initiatives, each led by a Community-Based Organization (“CBO”). City, Central Coast Energy Services (Consultant), 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.

City will work directly with Consultant, who will serve as the prime-Consultant, to administer the initiative. This partnership will leverage Consultant’s vast experience in managing large-scale programs, overseeing a range of CBO sub-consultants (Ecology Action, FoodWhat, an WWW) and delivering impactful workforce development activities to ensure the success of the impactful workforce development activities to ensure the success of the initiative and its programs.

Consultant’s role is to manages sub-awards/contracts and disburses payments while administering its training program.

Responsibilities Include:
• 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.

Additionally, Consultant and sub-consultants involved in delivering services 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. Consultant must follow all grant related requirements. City will be given at least 10-days to review and approve each sub-Consultant award/contract.

Consultant will not enter into a sub-contract that the City has not approved.

Consultant understands that the goal of this program is to provide training opportunities for 106 youths within the community and that the bulk of the budget is for funding the wages, benefits and other costs associated with employing and training the youths, even though City will not be an employer for youths not directly hired by the City.

TASK 1: Administer Subcontracts, Monitor Performance and Ensure Subcontractor Program Delivery

12.16 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 14
SUBTASK 1.1: Prepare and Implement Subawards/Contracts with Ecology Action, FoodWhat, and WWW, per the grant requirements.

SUBTASK 1.2: Develop and Implement Performance and Payment Standards for each sub-consultant.

SUBTASK 1.3: Collect and Analyze Sub-consultant Performance Metrics TASK 2: Prepare Quarterly Reports and Reimbursement Requests SUBTASK 2.1: Collect supporting documentation (e.g., invoices, receipts) from sub-consultants for all expenses.

SUBTASK 2.2: Ensure sub-consultant and Consultant compliance with all program, budget and policy guidelines, including, but not limited to, the funding grant SUBTASK 2.3: Work with City of Santa Cruz to prepare and submit quarterly reports for the funding grant.

SUBTASK 2.4: Accurately complete and review required forms, ensuring all submissions are correct and complete.

SUBTASK 2.5: Work with City of Santa Cruz to submit reimbursement requests through the designated system and redistribute funds to sub-consultants.

TASK 3: Collaboratively Develop Youth Recruitment Plan
SUBTASK 3.1: Work with City and CBO partners/sub-consultants to develop an application and strategy for youth fellow recruitment and selection.

SUBTASK 3.2: Track recruitment strategy implementation for partners SUBTASK 3.3: Compile anecdotal youth fellow quotes from experiences to include with reporting metrics.

TASK 4: Implement the WE-TC Training Program
The Consultant 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.

SUBTASK 4.1: Conduct outreach and recruitment efforts to attract participants SUBTASK 4.2: Hire and Enroll selected candidates into the training program SUBTASK 4.3: Deliver training modules, including block completion, pre/post assessments, and on-thejob training

12.17 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 15
SUBTASK 4.4: Collect participant feedback, including surveys, evaluations, and job placement data

12.18 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 16
EXHIBIT B: FEE SCHEDULE
All Budget items include the pass-through budget cost for the CBO sub-consultants and the youth wages, benefits, and other costs.

Task Deliverables Fee
Task 1 Administer Subcontracts, Monitor Performance and Ensure Subcontractor Program Delivery
$682,912.58
Subtask 1.1 Prepare and Implement Subawards $660,912.58 Subtask 1.2 Develop and Implement Performance and Payment Standards $5,000.00 Subtask 1.3 Collect and Analyze Subcontractor Performance Metrics $17,000.00 Task 2 Prepare Quarterly Reports and Reimbursement Requests $30,000.00 Task 3 Collaboratively Develop Youth Recruitment Plan $15,000.00 Task 4 Implement the WE-TC Training Program $990,184.86 Subtask 4.1 Conduct outreach and recruitment efforts to attract participants $5,382.00 Subtask 4.2 Hire and Enroll selected candidates into the training program $809,802.86 Subtask 4.3 Deliver training modules, including block completion, pre/post assessments, and on-the-job training $165,000.00
Subtask 4.4 Collect participant feedback, including surveys, evaluations, and job placement data $10,000.00
Operating Cost $40,000.00
TOTAL $1,758,097.44

12.19 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 17
EXHIBIT C: WORK SCHEDULE
Task Deliverables Due Date
Task 1 Administer Subcontracts, Monitor Performance and Ensure Subcontractor Program Delivery
Subtask 1.1 Prepare and Implement Subawards July 2025 - December 2026 Subtask 1.2 Develop and Implement Performance and Payment Standards July 2025
Subtask 1.3 Collect and Analyze Subcontractor Performance Metrics August 2025 – December 2026 Task 2 Prepare Quarterly Reports and Reimbursement
Requests
August 2025 – December 2026
Subtask 2.1 Collect supporting documentation (e.g., invoices, receipts) from subcontractors for all expenses
Monthly
Subtask 2.2 Ensure compliance with all program budget and policy guidelines
Monthly
Subtask 2.3 Work with City of Santa Cruz to prepare and submit quarterly reports
Quarterly
Subtask 2.4 Accurately complete and review required forms, ensuring all submissions are correct and complete
Monthly
Subtask 2.5 Work with City of Santa Cruz to submit reimbursement requests through the designated system and redistribute funds to sub-awardees
Monthly
Task 3 Collaboratively Develop Youth Recruitment Plan July 2025 – August 2025 Task 4 Implement the WE-TC Training Program
Subtask 4.1 Conduct outreach and recruitment efforts to attract participants Semi-annually
Subtask 4.2 Hire and Enroll selected candidates into the training program Semi-annually
Subtask 4.3 Deliver training modules, including block
completion, pre/post assessments, and on-the-job
training Ongoing
Subtask 4.4 Collect participant feedback, including surveys, evaluations, and job placement data Semi-annually
Operating Cost July 2025 – December 2026
July 2025 - December 2026
July 2025 – August 2025

12.20 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 18
EXHIBIT D: INSURANCE REQUIREMENTS
Consultant shall procure and maintain insurance against claims for injuries to persons or damages to property and otherwise which may arise from or in connection with the performance of the work under this Agreement and the results of that work by Consultant, its agents, representatives, employees, or subcontractors.

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

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

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

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

Proof of coverage for $1,000,000 provided on ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), per accident for bodily injury and property damage.

12.21 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 19

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

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

12.22 City of Santa Cruz
Professional Services Agreement for MONTEREY BAY GREEN YOU SERVICE CORPS June, 2025 (Form Rev.03/25 ) Page 20
• CLAIMS MADE POLICIES
If any of the required policies provide coverage on a claims-made basis:

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

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

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

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

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

12.23 City Council

MEMORANDUM
DATE: 05/28/2025
TO: Elizabeth Millwee, Purchasing Manager
FROM: Tiffany Wise-West, Sustainability and Resiliency Officer SUBJECT: Single Source Justification for Central Coast Energy Services Professional Service Agreement to support implementation of the Monterey Bay Green Youth Service Corps project
Background
The City of Santa Cruz (City) was notified on May 16, 2025, that it was awarded grant funding through California Volunteers to implement the Monterey Bay Green Youth Service Corps, a workforce training and development project which aims to foster professional skills in the green sector for young people in the Monterey Bay Region. City staff developed the project concept collaboratively with other members of the Monterey Bay Area Climate Justice Collaborative.

This working group of local government agencies, community-based organizations, and regional organizations aims to build equitable climate response efforts across sectors in the Monterey Bay.

The approved project will offer 106 paid training fellowship opportunities with one of five distinct organizations. Each organization is uniquely able to provide educational training and onthe-ground work experiences in one or multiple of the subject areas specified in the request for applications issued by the California Volunteers: climate, food insecurity, education, and public service. The City Parks and Recreation Department will provide fellowships focusing on food security and sustainable community spaces; Central Coast Energy Services (CCES) will provide fellowships on green building and community resilience to climate change; Ecology Action’s fellowship program will train participants in community engagement and climate action practices; FoodWhat’s curriculum focuses on sustainable farming practices and communitybased food security; and Watsonville Wetlands Watch will provide hands-on skill-building opportunities in local habitat stewardship. The participation of these organizations in the

12.24 Monterey Bay Green Youth Service Corps program addressed the grant’s priorities ensured the project’s competitiveness and thus garnered award by the state.

Reason for Non-Competitive Agreement
The California Volunteers grant opportunity was exclusively open to cities and county agencies around the state. The City is the primary awardee and will be responsible for project delivery, administration, and reporting of the program overseen by the City’s Sustainability and Resiliency Officer. The City is contracting with CCES because they were listed as a co-applicant on the grant and were approved by the grantor, CA Volunteers, as such, when the award was made.

This noncompetitive procurement is allowable because it follows one of the specific circumstances listed in Code of Federal Regulations Title 2 Part 200.320, i.e., “the receipeient requests in writing and the grant entity provides written approval to use a noncompetitive procurement method.”
The cost for the administration of the project by CCES is at 5.1% of overall project cost, which is commensurate with the City’s share of administrative costs at 4.9% of overall project cost. The administrative costs are split 50/50 to allow City to retain administrative oversight control of the project and ensure efficient use of public funds. For direct operating costs, staff reviewed the program staff’s average loaded hourly rate at $66.28 and determined it to be less than what the City would typically compensate a contractor for similar services. The majority of the contract costs (over 72%) are allocated for youth service corps fellow wages. As demonstrated in the table below, the hourly salary range for the wages is significantly less than what the City would typically pay a contractor for the same services. The living wage ordinance requirement does not apply because, under municipal code section 5.10.020, participants working under the operations of this training program would be considered trainees which exempts CCES from this ordinance requirement. The program, at the costs specified in the budget, represent an excellent value to the City.

12.25 City Council

AGENDA REPORT
DATE: 06/04/2025
AGENDA OF: 06/24/2025
DEPARTMENT: City Manager
SUBJECT: Approval of Three (3) Professional Service Agreements for Qualified Consulting Firms to Provide On-call Environmental Consulting Services for California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) Compliance and Environmental Permitting Services (CM)
LOCATION: Citywide
RECOMMENDATION: Motion to approve the Professional Service Agreements for Qualified Consulting Firms to provide On-call Environmental Consulting Services for California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) Compliance and Environmental Permitting Services (CM).

BACKGROUND: The City of Santa Cruz (City) utilizes consultants to assist with a wide range of environmental consulting services pertaining to both public and private projects.

Environmental review services include reviewing the City’s public projects, such as, but not limited to, public infrastructure projects, policies, ordinances, zoning updates, long-range plans, and private development projects as they move through the City's planning and permitting processes. The environmental review services also include preparing environmental review documents as may be required, such as, but not limited to, Categorical Exemptions, Initial Studies, Mitigated Negative Declarations, Draft Environmental Impact Reports, and Final Environmental Impact Reports in compliance with CEQA; and Categorical Exclusions, Environmental Assessments, Findings of No Significant Impact, and Environmental Impact Statements in compliance with NEPA. The environmental review services may also involve overseeing sub-consultants, ensuring the studies are in keeping with regulatory standards and best management practices, managing the process to keep each project on schedule, preparing environmental noticing lists and notices, presenting at public meetings or outreach events, maintaining appropriate documentation and record keeping, and providing training to staff and public bodies.

Additional services may involve environmental permitting, tracking, and compliance for select projects. It is expected that environmental permitting would be completed at the conclusion of the CEQA process; however, support during early consultation with permitting agencies may be necessary. The services may also include the timely development of environmental permitting submittals and approvals necessary for project implementation based upon the developed

13.1 environmental permitting strategy. Technical resource support during agency consultations may be required.

Since FY2020, the City has utilized an average of $620,000 annually for environmental review services.

DISCUSSION: Environmental services often require a quick turnaround and, on occasion, City consultants are not available to provide these services in the timeframe needed. To address this, staff elected to conduct a competitive process to hire qualified consulting firms to provide a wide range of environmental services on an “on-call” basis. This would reduce the time and expense associated with project-by-project solicitations for services and mitigate the challenges related to availability. On March 5, 2025, the City released a Request for Proposals (RFP) seeking consulting firms with knowledge and experience to perform CEQA, NEPA, and environmental permitting services on various project types and environments. The proposal submission deadline was April 7, 2025.

The City received proposals from nine (9) consulting firms. A review panel comprised of staff from several departments reviewed and scored the proposals and evaluated their cost reasonableness (i.e., rate sheets), ranking the firms in order under two categories of work: (1) Public Infrastructure and (2) Planning and Private. The procurement manager facilitated the process.

As specified in the RFP, on-call professional service agreements (PSAs) are recommended for award to qualified consulting firms whose proposals scored within the competitive range of 80 to 100 percent based on the evaluation criteria. A tabulation of scores by work category is included in the 2 tables below:

CATEGORY 1: PUBLIC INFRASTRUCTURE SUMMARY SCORING
Consultant Name Total
(100 Points Total Possible)
Dudek 95.00
Harris & Associates 91.81
Kimley-Horn 91.44
Panorama Environmental, Inc. 79.75
WSP USA Inc 78.46
Aspen Environmental 78.31
GHD Inc. 78.25
UltraSystems Environmental Inc. 70.25
Wildan Engineering 66.81

13.2 CATEGORY 2: PLANNING & PRIVATE DEVELOPMENT SUMMARY SCORING Consultant Name Total
(100 Points Total Possible)
Dudek 95.00
Harris & Associates 90.88
WSP USA Inc 90.75
Kimley-Horn 89.54
Panorama Environmental, Inc. 79.69
GHD Inc. 79.19
Aspen Environmental 78.44
UltraSystems Environmental Inc. 73.94
Wildan Engineering 64.88
Upon City Council approval, the City will execute PSAs with Dudek and Harris and Associates for category 1 projects, and Dudek, Harris and WSP USA, Inc. for category 2 projects. KimleyHorn was not able to meet the City’s terms during contract negotiations and thus are not recommended for award of a PSA.

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): HiAP is a collaborative approach to improving the community well-being of the City’s residents by prioritizing public health, sustainability and equity into decision-making across sectors and policy areas. 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 so that they have holistic information upon which to make decisions. The approval of the PSAs and subsequent work to be undertaken ensures that environmental considerations are properly addressed at various stages of the project life cycle, supporting sustainability and resilience.

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: Each qualified consultant’s PSA includes a not-to-exceed fee amount equivalent to the City’s annual historical expenditure for these types of services at $620,000 per year over three (3) years of the PSA term, i.e., $4 million. Selected consulting firms are pre-qualified and ranked in order by score. Once a specific project has been identified, staff will determine the availability of the top-rated firm in the work category under which the project falls. If available, the City will request a quote from the top-rated firm for the scope of services to complete the project and will open a purchase order for that amount, using the rates contained in their original proposal. If the top rated firm is not available, City staff will request a quote from the next highest rated firm and will proceed accordingly until able to negotiate a purchase order.

13.3 Prepared By:

Tiffany Wise-West, P.E.

Sustainability and Resiliency
Officer
Submitted By:

Michelle Templeton
Assistant City Manager
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. DUDEK PROFESSIONAL SERVICES AGREEMENT.PDF

2. HARRIS PROFESSIONAL SERVICES AGREEMENT.PDF

3. WSP PROFESSIONAL SERVICES AGREEMENT.PDF

13.4 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 1
Professional Services Agreement With
DUDEK
For ON-CALL ENVIRONMENTAL CONSULTING SERVICES FOR CALIFORNIA ENVIRONMENTAL

QUALITY ACT (CEQA) AND NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE

AND PERMITTING
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) for professional services is made by and between the City of Santa Cruz (“City”) and Dudek (“Consultant”) (each is referred to individually as a “Party” and collectively, as the “Parties”) as of ____________, 20__ (the “Effective Date”).

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

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

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

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

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

Consultant shall meet with Michelle Templeton, Assistant City Manager, hereinafter called "Director", or other designated and authorized City personnel, and/ or third parties as necessary, on all matters connected with carrying out Consultant’s services described in Exhibit A. Such meetings shall be held at the request of either Party.

Consultant shall obtain City’s review and acceptance of completed work monthly, or at other intervals as may be mutually agreed upon during the term of this Agreement. Review or acceptance of Consultant’s work by City or its designee shall not relieve Consultant from responsibility for errors and omissions in Consultant’s work.

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

Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.5 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 2
The Director may authorize a City staff person to serve as their representative with respect to this Agreement.

Consultant’s work shall be reviewed at such intervals as may be mutually agreed upon between the Parties. The City will be the sole judge of acceptable work, provided that such approval will not be unreasonably withheld or delayed. If the work is not acceptable, City will inform Consultant of the changes or revisions necessary to secure acceptance.

SECTION 4: FEES AND PAYMENT
For services actually performed, the City will compensate Consultant at the rates set forth in the Fee Schedule detailed in Exhibit B and in accordance with the terms set forth therein. Payment for Consultant's services in carrying out the entire Scope of Work shall be made within the budget limit, or limits shown, upon Exhibit B Consultant agrees that the payments to Consultant specified in this Section 4 will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Such payments shall be considered the full compensation for all personnel, materials, supplies, and equipment used by Consultant in the Scope of Work. Where conflicts regarding compensation may occur, the provisions of this section shall apply.

Variations from the budget for each task which are justified by statements indicating personnel time expended and submittal of a revised budget are only allowed with prior City approval; however, in no event shall the total fee charged for the Scope of Work set forth in Exhibit A exceed the budget of $620,000 per year without advance written City authorization in the form of an amendment or change order.

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

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

SECTION 5: TRAVEL REIMBURSEMENT POLICY
The City shall not be responsible for any travel, meal, or lodging reimbursements to Consultant and/or Consultant’s employees unless otherwise specified in a City executed purchase order that is incorporated into the Scope of Work, per Exhibit A.

If there is a City executed purchase order in which the City agrees to reimburse Consultant and Consultant’s employee(s) for authorized travel expenses, then the City executed purchase order must specify the category(ies) of reimbursements available: Meals, Ground Transportation, Airfare, and/or Lodging. In that event, the rules below Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.6 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 3
for the specific category of reimbursement, the general rules, and the City’s Travel Reimbursement Policy apply for reimbursement under only that City executed purchase. It is expected that all travel expenses incurred by Consultant while conducting activities on behalf of the City will be at reasonable rates and that Consultant and Consultant’s employee(s) will exercise prudence in incurring these expenses. ☐ Meals: Meals are reimbursed at the current GSA Meals & Incidental per diem rate by county (www.gsa.gov/travel). The City does not reimburse for actual costs for meals. Reimbursement is based solely on per diem rates. Do not submit meal receipts.
• Travel before 8:00am qualifies for breakfast reimbursement. • Travel between 8:00am – 1:30pm qualifies for lunch reimbursement. • Travel between 1:30pm – 7:00pm (or later) qualifies for dinner reimbursement. • Days between hotel stays and days starting before 8am and ending after 7pm, qualify for the full GSA Meals & Incidental per diem rate.
☐ Ground Transportation: Ground transportation is reimbursable when it is for travel between the Consultant’s place of business, an airport, or Santa Cruz hotel, as applicable, to the City work location.

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

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

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

Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.7 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 4
• Receipts are required for reimbursement.

General Rule

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

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

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

4. Tips and gratuities will not be reimbursed.

5. Alcoholic beverage purchases will not be reimbursed.

6. Consultants will exercise prudence in incurring reimbursable expenses.

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

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

SECTION 7: TERM AND SCHEDULE
The term of this Agreement shall be for three years duration from execution date with possibility of renewal, and commence on the effective date of this Agreement and terminate three years from the effective date of this Agreement.

At the option of the City, this Agreement may be renewed every three years under the same contractual terms and conditions by letter agreement.

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

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

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

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

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

Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.8 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 5
SECTION 8: TERMINATION
The City may terminate the Agreement for any reason by providing written notice to Consultant not less than 10 calendar days prior to an effective termination date.

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

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

Consultant must provide a written notice of termination to the City not less than 60 calendar days of the effective termination date.

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

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

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

In the event this Agreement involves the performance of design professional services by Consultant, Consultant’s officers, employees, agents, or subcontractors, Consultant’s costs to defend Indemnitees shall not exceed the Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.9 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 6
Consultant’s proportionate percentage of fault per Civil Code §2782.8. This section shall survive the termination or expiration of this Agreement.

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

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

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

Such authority is retained solely by the City Manager, Director, or their designee. Unless expressly authorized by the City Manager or Director, Consultant’s compensation shall be limited to that set forth in Exhibit B, Fee Schedule.

SECTION 14: MISCELLANEOUS PROVISIONS

1. Project Manager/Key Staff. Director reserves the right to evaluate and confer with Consultant regarding the project manager or other key staff assigned by Consultant to perform the work under this Agreement. Consultant shall replace the project manager or key staff upon Director’s request due to Director’s concern about their performance.

Otherwise, no change in assignment by the Consultant may occur without prior written approval of the City.

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

3. Independent Contractor. In the performance of this Agreement, it is expressly understood that Consultant, including each of Consultant’s employees, agents, subcontractors or others under Consultant’s supervision or control, is an independent contractor solely responsible for its own acts and omissions, and shall not be considered an employee of the City for any purpose. Consultant agrees to indemnify, defend and hold harmless the City, its officials, officers, Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.10 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 7
employees, and agents against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.

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

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

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

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

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

7. Conflicts of Interest. Consultant agrees to comply with conflict of interest lawsin performing the work and services under this Agreement. Consultant covenants (on behalf of Consultant and Consultant’s employees, agents, representatives, and subcontractors) that there is no direct or indirect interest, financial or otherwise, which would conflict in any manner or degree with the performance of services required under this Agreement. Consultant acknowledges and agrees to comply with applicable provisions of conflict of interest law and regulations, including the CA Political Reform Act, (Gov’t. Code §§1090, 87100), Levine Act (Gov’t. Code §84308), and the City’s conflict of interest code. Consultant will immediately advise City if Consultant learns of a conflicting financial interest of Consultant during the term of this Agreement.

8. City Property. The work, or any portion, of Consultant in performing this Agreement shall become the property of City. The Consultant may be permitted to retain copies of such work for information and reference in connection only with the provision of services for the City. All materials and work product, whether finished or unfinished, shall be delivered to City upon completion of contract services or termination of this Agreement for any reason.

Consultant acknowledges and agrees that the work product shall be considered a work made for hire within the meaning of the patent and copyright laws of the United States; and Consultant agrees that all copyrights which arise from creation of project-related documents and materials pursuant to this Agreement shall be vested in the City and Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.11 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 8
Consultant waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. Any work product related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein.

Consultant’s final deliverables shall comply with Section 508 (29 U.S.C. Section 794d) accessibility requirements, as applicable. Notwithstanding any other provision of this Agreement to the contrary, Consultant shall retain the rights in any pre-existing standard drawing details, designs, specifications, databases, computer software, proprietary information, documents, templates, and any other property owned by Consultant on the date of this Agreement or developed outside of this Agreement.

9. Intellectual Property and Indemnity.
a. Consultant represents to City that, to the best of Consultant’s knowledge, any Intellectual Property (including but not limited to: patent, patent application, trade secret, copyright and any applications or right to apply for registration, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right) in connection with any services and/or products related to this Agreement does not violate or infringe upon any Intellectual Property rights of any other person or entity. b. To the fullest extent permitted by law, Consultant agrees to indemnify, defend, and hold harmless City, its officials, officers, employees, and agents, from any and all claims, demands, actions, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) arising out of a claim of infringement, actual or alleged, direct or contributory, of any Intellectual Property rights in any way related to Consultant’s performance under this Agreement or to the City’s authorized intended or actual use of Consultant’s product or service under this Agreement. This provision shall survive termination or expiration of this Agreement. c. If any product or service becomes, or in the Consultant’s opinion is likely to become, the subject of a claim of infringement, the Consultant shall, at its sole expense: (i) provide the City the right to continue using the product or service; or (ii) replace or modify the product or service so that it becomes non-infringing; or (iii) if none of the foregoing alternatives are possible even after Consultant’s commercially reasonable efforts, in addition to other available legal remedies, City will have the right to return the product or service and receive a full or partial refund of an amount equal to the value of the returned product or service, less the unpaid portion of the purchase price and any other amounts, which may be due to the Consultant. City shall have the right to retrieve its data and proprietary information at no charge prior to any return of the product or termination of service.

10. Confidentiality.
a. Consultant shall not acquire any ownership interest in data and information (“City Data”) received by Consultant from City, which shall remain the property of the City. Certain information may be considered confidential (“Confidential Information”). Confidential Information shall mean all information or proprietary materials (in every form and media) not generally known to the public and which has been or is hereafter disclosed or made available directly or indirectly to Consultant through any means of communication, either verbally or in writing even if it has not been designated in writing as “Confidential” to Consultant in connection with this Agreement. Unless otherwise required by law, Consultant shall not, without City’s written permission, use or disclose City Data and/or Confidential Information other than in the performance of the obligations under this Agreement. As between Consultant and City, all City Confidential Information shall remain the property of the City. Consultant shall not acquire ownership interest in the City’s Confidential Information. b. Consultant shall be responsible for ensuring and maintaining the security and confidentiality of City Data and Confidential Information, protect against any anticipated threats or hazards to the security or integrity of City Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.12 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 9
Data and Confidential Information, protect against unauthorized access to or use of City Data and Confidential Information that could result in substantial harm or inconvenience to City or any end users; and ensure the proper return and/or disposal of City Data and Confidential Information upon termination of this Agreement with notice to the City.
c. Consultant shall take appropriate action to address any incident of unauthorized access to City Data and Confidential Information, including addressing and/or remedying the issue that resulted in such unauthorized access, notifying City as soon as possible of any incident of unauthorized access to City Data and Confidential Information, or any other breach in Consultant’s security that materially affects City or end users; and be responsible for ensuring compliance by its officers, employees, agents, and subcontractors with the confidentiality provisions hereof. Should confidential and/or legally protected City Data be divulged to unauthorized third parties, Consultant shall comply with all applicable federal and state laws and regulations, including but not limited to California Civil Code sections 1798.29 and 1798.82 at Consultant’s sole expense.

Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations.
d. Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including attorneys’ fee and costs) arising out of, or in connection with, the unauthorized use, access, and/or disclosure of City Data and/or Confidential Information by Consultant and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of the City. This provision shall survive the termination or expiration of this Agreement.

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

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

Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.13 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 10

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

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

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

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

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

Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.14 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 11
f. Any failure of Consultant and/or its subconsultant to comply with the above requirements relating to a public work project shall constitute a breach of this Agreement that excuses the City’s performance of this Agreement at the City’s sole and absolute option and shall be at the sole risk of Consultant. Consultant on behalf of itself and any subconsultant, agree to indemnify, defend and hold harmless the City and its officials, officers, employees, and agents from and against any and all claims, liabilities, losses, costs, expenses, attorney’s fees, damages, expenses, fines, financial consequences, interest, and penalties, of any kind or nature, arising from or relating to any failure (or alleged failure) of the Consultant and any subconsultant to pay prevailing wages or to otherwise comply with the requirements of prevailing wage law relating to a public work.
g. Consultant acknowledges that it and/or any subconsultant may not engage in the performance of any contract for public work unless currently registered with the DIR and qualified to perform public work pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

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

18. Dispute Resolution. The Parties agree to attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested.

Promptly upon such notification, the Parties shall meet at a mutually agreeable time and place in order to exchange relevant information and perspective, and to attempt to resolve the dispute. In the event that no resolution is achieved, and if, but only if, the parties mutually agree, then prior to pursuing formal legal action, the parties shall make a good faith effort to resolve the dispute by non-binding mediation or negotiations between representatives with decision-making power, who, to the extent possible, shall not have had substantive involvement in the matters of the dispute. To the extent that the dispute involves or relates to a public works project, the Parties agree to attempt to resolve the dispute by complying with the claims process as set forth in Public Contract Code sections 9204(e), 20104-20104.6, but without waiving the requirements of the California Tort Claims Act, Gov’t Code section 800 et seq. unless otherwise agreed to by the Parties.

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

20. Complete Agreement. This Agreement, along with any attachments, is the full and complete integration of the Parties’ agreement with respect to the matters addressed herein, and that this Agreement supersedes any previous Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.15 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 12
written or oral agreements between the Parties with respect to the matters addressed herein. Unless otherwise stated, to the extent there is any conflict between this Agreement and any other agreement (written or oral), the terms of this Agreement shall control.

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

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

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

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

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

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

To CITY:

City Manager’s Office
Tiffany Wise-West
809 Center St. Rm 9/10
Santa Cruz, CA 96060
[email protected]/
831/420-5433
To CONSULTANT:

DUDEK
Stephanie Strelow
725 Front Street, Suite 400
Santa Cruz, CA 95060
[email protected]
831-600-4144
The Parties must provide notice of any changes to the above information in writing at least ten (10) business days before the change is effective.

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

28. Warranty of Authority. The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement. [SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.16 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 13
Note:

Signature Requirements for Business Entity:
a. Corporation – 2 officer signatures required (one from each group, unless person signing holds officer positions in both Group 1 and 2):

Group 1: Chief Executive Officer, Chairman of the Board, President, or Vice President Group 2: Secretary, Assistant Secretary, Chief Financial Officer, Treasurer, Assistant Treasurer b. Partnership - Signature of General Partner, or signature of partner who is authorized to execute documents per the Certificate of Partnership. If authorized partner is a corporation, follow Corporation signature requirement. c. LLC- For a member-managed LLC, signature of any member. For a manager-managed LLC, signature of the manager. If the LLC has corporate officer designations, follow Corporation signature requirement.

See, City’s Signature Requirements for Business Entities for more information.

Approved As To Form:

By: _____________________________ Date: __________________ Office of the City Attorney, Ashley Wheelock

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

CONSULTANT
By: _____________________________ Date: __________________ Printed: ___________________________ Title: __________________ By: _____________________________ Date: __________________ Printed: ___________________________ Title: __________________ June 3, 2025
Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358 President and CEO
June 3, 2025
Joseph Monaco
Helder Guimaraes Chief Financial Officer
June 3, 2025

13.17 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 14
EXHIBIT A: SCOPE OF WORK
For each on-call project, City and Consultant agree that the written Scope of Work will be defined as part of any future City executed purchase order. No work is to begin without the City executed purchase order that will include the requirements for the project, an estimate of the total fee for the project, project schedule, and any additional project information. Each on-call project’s executed purchase order that sets forth the Scope of Work will refer to this Agreement and when signed by the City, will be incorporated into this Agreement as Exhibit A1, Exhibit A2, etc. Scope of Work as part of any future executed purchase order but may include any of the following:

The Consultant may be asked to provide staff and environmental consulting services for City projects on an as-needed basis. The Consultant may be asked to provide a variety of professional services and prepare appropriate environmental documents to comply with CEQA and/or NEPA.  The Consultant may assist in performing environmental review on City projects, such as, but not limited to, policies, ordinances, zoning updates, long-range plans, and capital improvement projects, as well as private development projects undergoing review through the City's planning and permitting processes. Typical environmental factors that will need to be assessed for impacts include but are not limited to:
• Aesthetics
• Air Quality
• Climate Change/Global Warming
• Geology and Soils
• Hydrology and Water Quality
• Noise
• Mineral Resources
• Population and Housing
• Recreation
• Utilities and Service Systems
• Agricultural and Forestry Resources
• Biological Resources
• Cultural Resources
• Hazards and Hazardous Materials
• Land Use and Planning
• Energy
• Wildfire
• Tribal Cultural Resources
• Public Services
• Transportation
• Cumulative Impacts
• Environmental Justice
• Waters of the State, Waters of the US, Riparian Habitat, and Wetlands • State and Federal Endangered and Special Status Species and Their Habitats • Coastal Zone
Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.18 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 15
Services may also involve environmental permitting and compliance for certain projects. The Consultant may evaluate the feasibility, schedule, and requirements of environmental permitting for a specific project. The strategy will critically analyze a project to identify potential issues that may be encountered during environmental permitting. Jurisdictional delineations may be required, and project alternatives may be developed, analyzed, and documented as needed to assist in the permitting feasibility determination. Potential required permits, such as Section 404 Clean Water Act Permitting, Section 401 Clean Water Act Water Quality Certification, California Endangered Species Act Consistency Determination or Incidental Take Permit, Lake and Streambed Alteration Agreement, and Coastal Development Permitting. Compliance with National Environmental Policy Act (NEPA), Section 7 ESA Consultation/Biological Opinions from the USFWS and NMFS, and Section 106 may also be required for issuance of federal permits. It is expected that environmental permitting will be completed at the conclusion of the CEQA process; however, support during early consultation with permitting agencies may be necessary. The services may also include the timely development of environmental permitting submittals and approvals necessary for project implementation based upon the developed Environmental Permitting Strategy. Technical resource support during agency consultations may be required.

The Consultant will have the capacity, expertise, and experience to execute the following tasks:

A.  Assist City staff in managing the environmental processes for City planning and infrastructure projects, including preparation of environmental documents, attendance at public meetings, regular interface with City of Santa Cruz staff and other City consultants, and attendance at regularly scheduled coordination meetings as necessary when work is in progress.

B. Establish sub-consulting teams to conduct the requisite studies for each project as needed.

C. Oversee work deliverables to ensure all studies, documents and record keeping conform to best management practices and regulatory standards.

D.  Communicate and coordinate with specialized environmental consultants and City staff and other City consultants as necessary.

E. Demonstrate the depth and breadth of the firm to provide a full range of environmental consulting services capable of meeting the needs of any City-initiated project.

F. Provide strong emphasis on the management of multiple projects and competing priorities while maintaining quality, meeting schedules, and staying within budget.

G. Provide project noticing lists, notices, and noticing directions to streamline noticing.

H. Sub-consultants may be utilized for various technical reports. The City reserves the right to require the use of approved sub-consultants.

I. Attend public meetings to provide expert testimony on CEQA or related technical questions.

J. Accompany City staff at pre-application or other coordination meetings with regulators is support of environmental permitting applications.

K. Provide CEQA trainings to staff or public bodies.

L.  Comply with State and Federal grant requirements such as invoicing, records-keeping, audits, and other requirements specific to any grant funding sources.

Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.19 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 16
EXHIBIT B: FEE SCHEDULE
The fee shall not exceed $620,000 each year and consultant’s hourly service rates are as follows. For each on-call project, City and Consultant agree that there will be a separate not to exceed amount specified and a budget set for that on-call project which will be defined as part of any future executed purchase order. (If an Adjusted Fully Burdened Rate is listed, that is the rate that shall be charged to the City and will be the base rate for any price increases.)
Personnel Area of
Expertise Position Title
Fully
Burdened
Hourly
Rate
Adjusted
Fully
Burdened
Rate
Stephanie
Strelow

CEQA/NEPA
Lead;
Outreach;
CEQA
Trainings
Project Director/
Environmental $ 334.42 $300
Ann
Sansevero

CEQA/NEPA
Lead;
Outreach;
CEQA
Trainings
Project Director/
Environmental $422.63 $300
Catherine
Wade, PhD

CEQA/NEPA
Lead; Outreach
Senior Specialist
II $222.13
Brian
Grattidge

CEQA/NEPA
Lead;
Outreach;
CEQA
Trainings
Senior Specialist
IV $279.61
Katherine
Waugh

CEQA/NEPA
Lead; Outreach
Senior Specialist
IV $285.43
Christine
Kronenberg

CEQA/NEPA
Lead; Outreach
Project Director/
Environmental $280.55
Corinne
Resha

CEQA/NEPA
Lead; Outreach
Senior Specialist
III $255.68
Daniel
Hoffman

CEQA/NEPA
Lead; Outreach Specialist II $150.63
Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.20 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 17
Personnel Area of
Expertise Position Title
Fully
Burdened
Hourly
Rate
Adjusted
Fully
Burdened
Rate
Laurie
Monarres
Regulatory
Permitting
Lead
Project Director/
Environmental $314.74 $300.00
Angela
Zhang
Regulatory
Permitting
Lead
Specialist II $177.27
Sarah
Richmond,
PG
Coastal
Permitting and
Planning Leads
Senior Specialist
I $252.67
Matthew
Valerio
Coastal
Permitting and
Planning Leads
Project Director/
Environmental $339.24 $300.00
Christine
Pereira
Coastal
Permitting and
Planning Leads
Analyst V $140.67
Carolyn
Groves
Coastal
Permitting and
Planning Leads
Specialist III $160.93
Scott
Eckardt, RPF
Agricultural
and Forestry
Resources;
Wildfire
Senior Specialist
IV $321.36 $300.00
Jared Davis
Agricultural
and Forestry
Resources
Analyst V $128.74
Hayley
Rundle
Agricultural
and Forestry
Resources;
Land Use
Planning,
Population and
Housing,
Public Services
and
Recreation,
Environmental
Justice,
Cumulative
Impacts
Specialist I $140.67
Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.21 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 18
Personnel Area of
Expertise Position Title
Fully
Burdened
Hourly
Rate
Adjusted
Fully
Burdened
Rate
Kaylee
Palmares
Agricultural
and Forestry
Resources;
Land Use
Planning,
Population and
Housing,
Public Services
and
Recreation,
Environmental
Justice,
Cumulative
Impacts
Analyst I $100.60
Joshua
Saunders,
AICP
Aesthetics Senior Specialist
II $217.45
Eden Vitakis Aesthetics Analyst III $138.97
Paul Caligiuri Aesthetics 3D Production
Manager $210.43
Jonathan
Leech, AICP,

INCE, PG
Noise and
Vibrations
Project Director
Engineering $313.84 $300.00
Mark Storm,
INCE Bd.

Cert.

Noise and
Vibrations
Project Director/
Environmental $311.83 $300.00
Cole Martin Noise and
Vibrations Specialist V $188.20
Nick Segovia Noise and
Vibrations Analyst V $110.29
Simon
McGuire
Noise and
Vibrations Analyst III $ 96.72
Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.22 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 19
Personnel Area of
Expertise Position Title
Fully
Burdened
Hourly
Rate
Adjusted
Fully
Burdened
Rate
Eric
Schniewind
Utilities and
Service
Systems,
Water Supply
Assessments;
Geology and
Soils,
Hydrology and
Water Quality,
Paleontological
Resources and
Mineral
Resources
Project
Hydrogeologist
IV/
Engineer IV
$219.89
Matt Norcott
Utilities and
Service
Systems,
Water Supply
Assessments
Project
Hydrogeologist
V/
Engineer V
$186.00
Matthew
Morales
Air Quality/
GHG/Climate
Change/Energy
Senior Specialist
III $272.73
Ian McIntire
Air Quality/
GHG/Climate
Change/Energy
Specialist III $157.49
Nicholas
Lorenzen
Air Quality/
GHG/Climate
Change/Energy
Specialist II $150.40
Elena Nuno
Air Quality/
GHG/Climate
Change/Energy
Senior Specialist
IV $286.10
Michael
Williams,
PhD
Geology and
Soils,
Hydrology and
Water Quality,
Paleontological
Resources and
Mineral
Resources
Specialist III $168.98
Sarah Siren,

PG, GISP
Geology and
Soils,
Hydrology and
Water Quality,
Paleontological
Resources and
Specialist III $192.58
Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.23 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 20
Personnel Area of
Expertise Position Title
Fully
Burdened
Hourly
Rate
Adjusted
Fully
Burdened
Rate
Mineral
Resources
Perry Russell,

PG, CEG
Geology and
Soils,
Hydrology and
Water Quality,
Paleontological
Resources and
Mineral
Resources
Project
Hydrogeologist
V/
Engineer V
223.63
Dennis
Pascua
Transportation
Project Director/
Environmental $314.20 $300.00
Arthur Chen
Transportation
Senior Specialist
I $190.34
Amanda
Meroux, EIT
Transportation
Specialist II $155.71
Michael
Huff, RPF
Wildfire Senior Project
Director
Environmental
$462.83 $300.00
Dana LinkHerrera
Wildfire
Specialist IV $179.98
Erin Lucett
Wildfire
Specialist I $144.79
Jeremy Cawn
Wildfire
Specialist IV $192.81
Raoul Rañoa
Graphics and
GIS Creative
Services IV $244.95
Tyler Friesen
Graphics and
GIS GIS Analyst IV $182.95
Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.24 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 21
Personnel Area of
Expertise Position Title
Fully
Burdened
Hourly
Rate
Adjusted
Fully
Burdened
Rate
Rachel
Strobridge
Graphics and
GIS GIS Analyst III $141.91
Sean O’Brien
Biological
Resources Project Director/
Environmental $344.79 $300.00
Mike Henry,
PhD
Biological
Resources Project Director/
Environmental $318.15 $300.00
Matt Ricketts
Biological
Resources Senior Specialist
II $224.06
Dave
Compton
Biological
Resources Senior Specialist
I $192.81
Emily Scricca
Biological
Resources Specialist V $176.74
Laura Burris
Biological
Resources Senior Specialist
III $220.96
Allie Sennett
Biological
Resources Specialist V $154.91
Erin FisherColton
Biological
Resources Specialist II $123.93
Kelsey
Higney
Biological
Resources Specialist I $120.52
Tara
JohnsonKelly
Biological
Resources Analyst III $111.60
Andy Hatch
Biological
Resources Specialist V $200.87
Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.25 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 22
Personnel Area of
Expertise Position Title
Fully
Burdened
Hourly
Rate
Adjusted
Fully
Burdened
Rate
Andrea
Dransfield
Kraus
Biological
Resources Specialist III $146.52
Glenna
McMahon,

PE, CEM
Hazards and
Hazardous
Materials
Principal
Hydrogeologist/
Engineer III
$415.11 $300.00
Nicole
Peacock, PE,

PG, CHG
Hazards and
Hazardous
Materials
Principal
Hyrdrogeologist/
Engineer I
$308.69 $300.00
Audrey
Herschberger,
PE
Hazards and
Hazardous
Materials
Sr.

Hydrogeologist
I/Engineer I
$215.98
Susie Smith,
PG
Hazards and
Hazardous
Materials
Sr.

Hydrogeologist
V/Engineer V
$295.89
Jane Gray
Outreach
Project Director/
Environmental $266.68
Maryse
Suppiger
Outreach
Specialist II $151.84
Ryan Brady,
RPA
Cultural
Resources and
Tribal Cultural
Resources
Senior Specialist
I $261.10
Kathryn
Haley, MA
Cultural
Resources and
Tribal Cultural
Resources
Senior Specialist
I $286.53
Fallin
Steffen, MPS
Cultural
Resources and
Tribal Cultural
Resources
Analyst V $150.67
Sarah
Brewer, MA,
RPA
Cultural
Resources and
Tribal Cultural
Resources
Specialist I $154.41
Angela
Moniz, RPA
Cultural
Resources and
Tribal Cultural
Resources
Analyst III $116.91
Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.26 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 23
Personnel Area of
Expertise Position Title
Fully
Burdened
Hourly
Rate
Adjusted
Fully
Burdened
Rate
Jacob Stone,
PhD, RPA
Cultural
Resources and
Tribal Cultural
Resources
Analyst II $115.07
Julie Royer,
MA
Cultural
Resources and
Tribal Cultural
Resources
Analyst II $126.30
Monte Kim,
PhD
Cultural
Resources and
Tribal Cultural
Resources
Specialist V $261.20
Claire
Flanegin
Cultural
Resources and
Tribal Cultural
Resources
Analyst II $120.49
Angelica
Chiu
Land Use
Planning,
Population and
Housing,
Public Services
and
Recreation,
Environmental
Justice,
Cumulative
Impacts
Specialist II $144.45
Mollie
Brogdon
Land Use
Planning,
Population and
Housing,
Public Services
and
Recreation,
Environmental
Justice,
Cumulative
Impacts
Analyst III $119.22
Jessica Booth
Land Use
Planning,
Population and
Housing,
Public Services
and
Recreation,
Environmental
Justice,
Analyst II
Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.27 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 24
Personnel Area of
Expertise Position Title
Fully
Burdened
Hourly
Rate
Adjusted
Fully
Burdened
Rate
Cumulative
Impacts
Chelsea
Ringenback
Publications
Publications
Specialist IV $177.27
Steve
Taffolla
Publications
Technical Editor
IV $269.95
Amy Seals,
MA
Publications
Technical Editor
IV $191.38
Anne
McDonnell
Publications
Technical Editor
IV $167.91
ODC and Other Terms:

Expert Witness – Court appearances, depositions, and interrogatories as expert witness will be billed at

2.00 times normal rates. Preparation for court appearance and depositions will be at the normal rates.

Material and Outside Services – Subcontractors, rental of special equipment, special reproductions and blueprinting, outside data processing and computer services, etc., are charged at the direct cost with no mark up.

Annual Increases – Unless identified otherwise, these rates will increase in line with the CPI-U for the nearest urban area per the Department of Labor Statistics to where the work is being completed or by 3% annually, whichever is higher.

Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.28 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 25
EXHIBIT C: WORK SCHEDULE
For each on-call project, City and Consultant agree that the Work Schedule will be defined as part of any future executed purchase order.

Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.29 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 26
EXHIBIT D: INSURANCE REQUIREMENTS
Consultant shall procure and maintain insurance against claims for injuries to persons or damages to property and otherwise which may arise from or in connection with the performance of the work under this Agreement and the results of that work by Consultant, its agents, representatives, employees, or subcontractors.

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

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

Coverage will be at least as broad as:
• COMMERCIAL GENERAL LIABILITY (CGL): $1,000,000 PER OCCURRENCE; $2,000,000 AGGREGATE Proof of coverage for $2 Million per occurrence including products and completed operations, property damage, bodily injury, personal and advertising injury will be provided on Insurance Services Office (ISO) Form CG 00 01 covering CGL. If a general aggregate limit applies, either the general aggregate limit will apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit will be at least twice the required occurrence limit.
• PROFESSIONAL LIABILITY (ERRORS AND OMISSIONS): $2,000,000 PER OCCURRENCE OR CLAIM, $2,000,000 AGGREGATE.

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

Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.30 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 27
• AUTOMOBILE LIABILITY:

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

The Worker’s Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor and its employees. (Not required if Contractor provides written verification it has no employees) - If Contractor has no employees, Contractor shall complete and sign a Workers’ Compensation Exemption Declaration and Release of Liability.
• CONTRACTORS’ POLLUTION LIABILITY and/or ASBESTOS POLLUTION LIABILITY (CPL) (if project involves environmental hazards) with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

1. If the services involve lead-based paint or asbestos identification / remediation, the Pollution Liability shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification / remediation, the Pollution Liability shall not contain a mold exclusion and the definition of “Pollution” shall include microbial matter including mold.

2. The Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance, covering hazardous materials to be transported by Contractor pursuant to the Agreement. This coverage may also be provided on the Contractors Pollution Liability policy.

C. OTHER INSURANCE PROVISIONS
The insurance policies are to comply with the following provisions:
• ADDITIONAL INSURED STATUS
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL, CPL, and automobile insurance (if transporting hazardous materials) policies with respect to liability arising out of work or operations performed by or on behalf of Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage will be provided in the form of an endorsement to Contractor’s insurance at least as broad as ISO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10 CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 (if a later edition is used).
o PRIMARY COVERAGE
For any claims related to this Agreement, Contractor’s insurance coverage will be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers will be excess of Contractor’s insurance and will not contribute with it.
• NOTICE OF CANCELLATION
Each insurance policy required above shall state that the coverage shall not be canceled, except with notice to the City.

Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.31 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 28
• WAIVER OF SUBROGATION
Contractor hereby grants to the City a waiver of any right to subrogation, except as otherwise not applicable, which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss, including attorney’s fees under such insurance. Contractor agrees to obtain any endorsement that may be necessary to effectuate this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. • EXCESS LIABILITY/UMBRELLA INSURANCE POLICIES
The excess/liability policies will provide similar coverage as the primary CGL policy with no new exclusions - Excess liability insurance must follow form the terms, conditions, definitions, and exclusions of the underlying CGL insurance. The excess/umbrella policy must also be written on a primary and noncontributory basis for an additional insured, and that it will apply before any other insurance that is available to such additional insured which covers that person or organization as a named insured, and we will not share with that other insurance.

The policy regarding Limits of Insurance regarding Aggregates must provide that the aggregate limits if applicable shall apply in the same manner as the aggregate limits shown in the Schedule of the Underlying Insurance.
• SELF-INSURED RETENTIONS
Self-insured retentions must be declared to and approved by the City. City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses.

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

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

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

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

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

Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.32 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 29
D. SUBCONTRACTORS
The Contractor shall include all Subcontractors as additional insured under the policies or shall furnish separate certificates and endorsements for each Subcontractor. Contractor shall require and verify that all Subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from Subcontractors.

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

Docusign Envelope ID: 96D7A4B7-B7CD-4CC8-B32A-0186799D1358

13.33 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 1
Professional Services Agreement With

HARRIS & ASSOCIATES
For ON-CALL ENVIRONMENTAL CONSULTING SERVICES FOR CALIFORNIA ENVIRONMENTAL

QUALITY ACT (CEQA) AND NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE

AND PERMITTING
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) for professional services is made by and between the City of Santa Cruz (“City”) and HARRIS & ASSOCIATES, INC. (“Consultant”) (each is referred to individually as a “Party” and collectively, as the “Parties”) as of June __, 2025 (the “Effective Date”).

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

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

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

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

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

Consultant shall meet with Michelle Templeton, Assistant City Manager, hereinafter called "Director", or other designated and authorized City personnel, and/ or third parties as necessary, on all matters connected with carrying out Consultant’s services described in Exhibit A. Such meetings shall be held at the request of either Party.

Consultant shall obtain City’s review and acceptance of completed work monthly, or at other intervals as may be mutually agreed upon during the term of this Agreement. Review or acceptance of Consultant’s work by City or its designee shall not relieve Consultant from responsibility for errors and omissions in Consultant’s work.

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

13.34 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 2
The Director may authorize a City staff person to serve as their representative with respect to this Agreement.

Consultant’s work shall be reviewed at such intervals as may be mutually agreed upon between the Parties. The City will be the sole judge of acceptable work, provided that such approval will not be unreasonably withheld or delayed. If the work is not acceptable, City will inform Consultant of the changes or revisions necessary to secure acceptance.

SECTION 4: FEES AND PAYMENT
For services actually performed, the City will compensate Consultant at the rates set forth in the Fee Schedule detailed in Exhibit B and in accordance with the terms set forth therein. Payment for Consultant's services in carrying out the entire Scope of Work shall be made within the budget limit, or limits shown, upon Exhibit B Consultant agrees that the payments to Consultant specified in this Section 4 will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Such payments shall be considered the full compensation for all personnel, materials, supplies, and equipment used by Consultant in the Scope of Work. Where conflicts regarding compensation may occur, the provisions of this section shall apply.

Variations from the budget for each task which are justified by statements indicating personnel time expended and submittal of a revised budget are only allowed with prior City approval; however, in no event shall the total fee charged for the Scope of Work set forth in Exhibit A exceed the budget of $620,000 per year without advance written City authorization in the form of an amendment or change order.

Invoices shall detail the time worked by each class of employee on each task and the expenses incurred for which billing is made. Invoices shall indicate the percentage completion of each work task as identified in the Scope of Work in Exhibit A and the overall percentage of completion of the total required services. Unless otherwise specified in the fee schedule, payments shall be made monthly by the City within 30 days based on itemized invoices from the Consultant which list the actual costs and expenses. If available, all payments by the City will be made by Electronic Funds Transfer (EFT). Consultant will provide the City with is bank ABA number, account number, and designation of the account to which such EFT shall be made. Consultant will be responsible for notifying the City when Consultant's EFT information changes.

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

SECTION 5: TRAVEL REIMBURSEMENT POLICY
The City shall not be responsible for any travel, meal, or lodging reimbursements to Consultant and/or Consultant’s employees unless otherwise specified in a City executed purchase order that is incorporated into the Scope of Work, per Exhibit A.

13.35 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 3
If there is a City executed purchase order in which the City agrees to reimburse Consultant and Consultant’s employee(s) for authorized travel expenses, then the City executed purchase order must specify the category(ies) of reimbursements available: Meals, Ground Transportation, Airfare, and/or Lodging. In that event, the rules below for the specific category of reimbursement, the general rules, and the City’s Travel Reimbursement Policy apply for reimbursement under only that City executed purchase. It is expected that all travel expenses incurred by Consultant while conducting activities on behalf of the City will be at reasonable rates and that Consultant and Consultant’s employee(s) will exercise prudence in incurring these expenses. ☐ Meals: Meals are reimbursed at the current GSA Meals & Incidental per diem rate by county (www.gsa.gov/travel). The City does not reimburse for actual costs for meals. Reimbursement is based solely on per diem rates. Do not submit meal receipts.
• Travel before 8:00am qualifies for breakfast reimbursement. • Travel between 8:00am – 1:30pm qualifies for lunch reimbursement. • Travel between 1:30pm – 7:00pm (or later) qualifies for dinner reimbursement. • Days between hotel stays and days starting before 8am and ending after 7pm, qualify for the full GSA Meals & Incidental per diem rate.
☐ Ground Transportation: Ground transportation is reimbursable when it is for travel between the Consultant’s place of business, an airport, or Santa Cruz hotel, as applicable, to the City work location.

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

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

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

13.36 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 4
☐ Lodging: Lodging is reimbursable when the Consultant must work on site for two or more consecutive days and the Consultant’s place of business or personal residence, is more than 60 miles away from Santa Cruz. • Lodging is reimbursed up to the current GSA rate by county (www.gsa.gov/travel). • Costs for hotel rooms above this rate are the responsibility of the traveler. • Receipts are required for reimbursement.

General Rule

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

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

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

4. Tips and gratuities will not be reimbursed.

5. Alcoholic beverage purchases will not be reimbursed.

6. Consultants will exercise prudence in incurring reimbursable expenses.

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

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

SECTION 7: TERM AND SCHEDULE
The term of this Agreement shall be for three years duration from execution date with possibility of renewal, and commence on the effective date of this Agreement and terminate three years from the effective date of this Agreement.

At the option of the City, this Agreement may be renewed every three years under the same contractual terms and conditions by letter agreement.

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

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

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

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

13.37 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 5
Consultant acknowledges that it is necessary for Consultant to complete its work on or before the completion date set forth in Exhibit C in order to allow the City to achieve its objectives for entering into this Agreement. The Parties therefore agree that time is of the essence in the performance of this Agreement.

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

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

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

Consultant must provide a written notice of termination to the City not less than 60 calendar days of the effective termination date.

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

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

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

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

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

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

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

Such authority is retained solely by the City Manager, Director, or their designee. Unless expressly authorized by the City Manager or Director, Consultant’s compensation shall be limited to that set forth in Exhibit B, Fee Schedule.

SECTION 14: MISCELLANEOUS PROVISIONS

1. Project Manager/Key Staff. Director reserves the right to evaluate and confer with Consultant regarding the project manager or other key staff assigned by Consultant to perform the work under this Agreement. Consultant shall replace the project manager or key staff upon Director’s request due to Director’s concern about their performance.

Otherwise, no change in assignment by the Consultant may occur without prior written approval of the City.

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

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

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

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

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

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

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

7. Conflicts of Interest. Consultant agrees to comply with conflict of interest lawsin performing the work and services under this Agreement. Consultant covenants (on behalf of Consultant and Consultant’s employees, agents, representatives, and subcontractors) that there is no direct or indirect interest, financial or otherwise, which would conflict in any manner or degree with the performance of services required under this Agreement. Consultant acknowledges and agrees to comply with applicable provisions of conflict of interest law and regulations, including the CA Political Reform Act, (Gov’t. Code §§1090, 87100), Levine Act (Gov’t. Code §84308), and the City’s conflict of interest code. Consultant will immediately advise City if Consultant learns of a conflicting financial interest of Consultant during the term of this Agreement.

8. City Property. The work, or any portion, of Consultant in performing this Agreement shall become the property of City. The Consultant may be permitted to retain copies of such work for information and reference in connection only with the provision of services for the City. All materials and work product, whether finished or unfinished,

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shall be delivered to City upon completion of contract services or termination of this Agreement for any reason.

Consultant acknowledges and agrees that the work product shall be considered a work made for hire within the meaning of the patent and copyright laws of the United States; and Consultant agrees that all copyrights which arise from creation of project-related documents and materials pursuant to this Agreement shall be vested in the City and Consultant waives and relinquishes all claims to copyright or other intellectual property rights in favor of City. Any work product related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein.

Consultant’s final deliverables shall comply with Section 508 (29 U.S.C. Section 794d) accessibility requirements, as applicable. Notwithstanding any other provision of this Agreement to the contrary, Consultant shall retain the rights in any pre-existing standard drawing details, designs, specifications, databases, computer software, proprietary information, documents, templates, and any other property owned by Consultant on the date of this Agreement or developed outside of this Agreement.

9. Intellectual Property and Indemnity.
a. Consultant represents to City that, to the best of Consultant’s knowledge, any Intellectual Property (including but not limited to: patent, patent application, trade secret, copyright and any applications or right to apply for registration, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right) in connection with any services and/or products related to this Agreement does not violate or infringe upon any Intellectual Property rights of any other person or entity. b. To the fullest extent permitted by law, Consultant agrees to indemnify, defend, and hold harmless City, its officials, officers, employees, and agents, from claims, demands, actions, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) arising out of a claim of infringement, actual or alleged, direct or contributory, of any Intellectual Property rights in any way related to Consultant’s performance under this Agreement or to the City’s authorized intended or actual use of Consultant’s product or service under this Agreement. This provision shall survive termination or expiration of this Agreement. c. If any product or service becomes, or in the Consultant’s opinion is likely to become, the subject of a claim of infringement, the Consultant shall, at its sole expense: (i) provide the City the right to continue using the product or service; or (ii) replace or modify the product or service so that it becomes non-infringing; or (iii) if none of the foregoing alternatives are possible even after Consultant’s commercially reasonable efforts, in addition to other available legal remedies, City will have the right to return the product or service and receive a full or partial refund of an amount equal to the value of the returned product or service, less the unpaid portion of the purchase price and any other amounts, which may be due to the Consultant. City shall have the right to retrieve its data and proprietary information at no charge prior to any return of the product or termination of service.

10. Confidentiality.
a. Consultant shall not acquire any ownership interest in data and information (“City Data”) received by Consultant from City, which shall remain the property of the City. Certain information may be considered confidential (“Confidential Information”). Confidential Information shall mean all information or proprietary materials (in every form and media) not generally known to the public and which has been or is hereafter disclosed or made available directly or indirectly to Consultant through any means of communication, either verbally or in writing even if it has not been designated in writing as “Confidential” to Consultant in connection with this Agreement. Unless otherwise required by law, Consultant shall not, without City’s written permission, use or disclose City Data and/or Confidential Information other than in the performance of the obligations

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

Consultant shall not charge City for any expenses associated with Consultant’s compliance with these obligations.
d. Consultant shall defend, indemnify and hold harmless City, its officials, officers, employees and agents against any claim, liability, loss, injury or damage (including reasonable attorneys’ fee and costs) arising out of, or in connection with, the unauthorized use, access, and/or disclosure of City Data and/or Confidential Information by Consultant and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of the City, its officials, officers, employees or agents. This provision shall survive the termination or expiration of this Agreement.

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

12. California Public Records Act. City is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Consultant’s proprietary information is contained in documents or information submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information “Confidential and Proprietary,” and identify the specific lines containing the information. In the event of a request for such information, City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief, or other appropriate remedy from a court of law in Santa Cruz County before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability. Consultant

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further agrees that it shall defend, indemnify and hold City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and reasonable attorney’s fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant.

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

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

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

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

16. Prevailing Wages for Public Work. To the extent that the work or services to be performed under this Agreement may be considered a “public work” (construction, alteration, demolition, or repair work) pursuant and subject to Labor Code section 1720 et seq., Consultant (and any subconsultant performing the work or services) shall conform to any and all prevailing wage requirements applicable to such work/and or services under this Agreement. Consultant (and any subconsultant) shall adhere to the prevailing wage determinations made by the Director of Industrial Relations (DIR) pursuant to California Labor Code Part 7, Chapter 1, Article 2, applicable to the work, if any. All workers employed in the execution of a public works contract (as such term is defined California Labor Code section 1720 et seq. and section 1782(d)(1)) must be paid not less than the specified prevailing wage rates for the type of work performed. (CA Labor Code sections 1720, 1774 and 1782.) To the extent applicable to the scope of work and services under this Agreement, Consultant agrees to be bound by the state prevailing wage requirements, including, but not limited to, the following:
a. If a worker is paid less than the applicable prevailing wage rate owed for a calendar day (or any portion thereof), Consultant shall pay the worker the difference between the prevailing wage rate and the amount actually paid for each calendar day (or portion thereof) for which the worker(s) was paid less than the prevailing wage rate, as specified in Labor Code section 1775; b. Consultant shall maintain and make available payroll and worker records in accordance with Labor Code sections 1776 and 1812;
c. If Consultant employs (and/or is legally required to employ) apprentices in performing the work and/or services under this Agreement, Consultant shall ensure compliance with Labor Code section 1777.5;

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d. Consultant is aware of the limitations imposed on overtime work by Labor Code sections 1810 et seq. and shall be responsible for any penalties levied in accordance with Labor Code section 1813 for failing to pay required overtime wages;
e. Consultant shall post a copy of the applicable wage rates at each jobsite at a location readily available to its workers.
f. Any failure of Consultant and/or its subconsultant to comply with the above requirements relating to a public work project shall constitute a breach of this Agreement that excuses the City’s performance of this Agreement at the City’s sole and absolute option and shall be at the sole risk of Consultant. Consultant on behalf of itself and any subconsultant, agree to indemnify, defend and hold harmless the City and its officials, officers, employees, and agents from and against claims, liabilities, losses, costs, expenses, reasonable attorney’s fees, damages, expenses, fines, financial consequences, interest, and penalties, of any kind or nature, arising from or relating to any failure (or alleged failure) of the Consultant and any subconsultant to pay prevailing wages or to otherwise comply with the requirements of prevailing wage law relating to a public work.
g. Consultant acknowledges that it and/or any subconsultant may not engage in the performance of any contract for public work unless currently registered with the DIR and qualified to perform public work pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

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

18. Dispute Resolution. The Parties agree to attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested.

Promptly upon such notification, the Parties shall meet at a mutually agreeable time and place in order to exchange relevant information and perspective, and to attempt to resolve the dispute. In the event that no resolution is achieved, and if, but only if, the parties mutually agree, then prior to pursuing formal legal action, the parties shall make a good faith effort to resolve the dispute by non-binding mediation or negotiations between representatives with decision-making power, who, to the extent possible, shall not have had substantive involvement in the matters of the dispute. The costs of mediation shall be shared equally by the Parties. To the extent that the dispute involves or relates to a public works project, the Parties agree to attempt to resolve the dispute by complying with the claims process as set forth in Public Contract Code sections 9204(e), 20104- 20104.6, but without waiving the requirements of the California Tort Claims Act, Gov’t Code section 800 et seq. unless otherwise agreed to by the Parties.

19. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, a strike, lockout or other labor difficulty, or other peril, which is beyond the reasonable control of the affected party and without the negligence of the respective Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or

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

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

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

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

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

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

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

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

To CITY:

City Manager’s Office
Tiffany Wise-West
809 Center St. Rm 9/10
Santa Cruz, CA 96060
[email protected]/
831/420-5433
To CONSULTANT:

HARRIS & ASSOCIATES
Kate Elliot
60 W. Alisal Street, Suite 200
Salinas, CA 93901
[email protected]
831/419.6800
The Parties must provide notice of any changes to the above information in writing at least ten (10) business days before the change is effective.

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

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

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Note:

Signature Requirements for Business Entity:
a. Corporation – 2 officer signatures required (one from each group, unless person signing holds officer positions in both Group 1 and 2):

Group 1: Chief Executive Officer, Chairman of the Board, President, or Vice President Group 2: Secretary, Assistant Secretary, Chief Financial Officer, Treasurer, Assistant Treasurer b. Partnership - Signature of General Partner, or signature of partner who is authorized to execute documents per the Certificate of Partnership. If authorized partner is a corporation, follow Corporation signature requirement. c. LLC- For a member-managed LLC, signature of any member. For a manager-managed LLC, signature of the manager. If the LLC has corporate officer designations, follow Corporation signature requirement.

See, City’s Signature Requirements for Business Entities for more information.

Approved As To Form:

By: _____________________________ Date: __________________ Office of the City Attorney

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

CONSULTANT
By: _____________________________ Date: __________________ Printed: ___________________________ Title: __________________ By: _____________________________ Date: __________________ Printed: ___________________________ Title: __________________ , Ashley Wheelock
June 4, 2025
6/5/2025
Chief Financial Officer
6/5/2025
Preston Hatch Senior Vice President
Preston Hatch

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EXHIBIT A: SCOPE OF WORK
For each on-call project, City and Consultant agree that the written Scope of Work will be defined as part of any future City executed purchase order. No work is to begin without the City executed purchase order that will include the requirements for the project, an estimate of the total fee for the project, project schedule, and any additional project information. Each on-call project’s executed purchase order that sets forth the Scope of Work will refer to this Agreement and when signed by the City, will be incorporated into this Agreement as Exhibit A1, Exhibit A2, etc. Scope of Work as part of any future executed purchase order but may include any of the following:

The Consultant may be asked to provide staff and environmental consulting services for City projects on an as-needed basis. The Consultant may be asked to provide a variety of professional services and prepare appropriate environmental documents to comply with CEQA and/or NEPA.  The Consultant may assist in performing environmental review on City projects, such as, but not limited to, policies, ordinances, zoning updates, long-range plans, and capital improvement projects, as well as private development projects undergoing review through the City's planning and permitting processes. Typical environmental factors that will need to be assessed for impacts include but are not limited to:
• Aesthetics
• Air Quality
• Climate Change/Global Warming
• Geology and Soils
• Hydrology and Water Quality
• Noise
• Mineral Resources
• Population and Housing
• Recreation
• Utilities and Service Systems
• Agricultural and Forestry Resources
• Biological Resources
• Cultural Resources
• Hazards and Hazardous Materials
• Land Use and Planning
• Energy
• Wildfire
• Tribal Cultural Resources
• Public Services
• Transportation
• Cumulative Impacts
• Environmental Justice
• Waters of the State, Waters of the US, Riparian Habitat, and Wetlands • State and Federal Endangered and Special Status Species and Their Habitats • Coastal Zone

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SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 16
Services may also involve environmental permitting and compliance for certain projects. The Consultant may evaluate the feasibility, schedule, and requirements of environmental permitting for a specific project. The strategy will critically analyze a project to identify potential issues that may be encountered during environmental permitting. Jurisdictional delineations may be required, and project alternatives may be developed, analyzed, and documented as needed to assist in the permitting feasibility determination. Potential required permits, such as Section 404 Clean Water Act Permitting, Section 401 Clean Water Act Water Quality Certification, California Endangered Species Act Consistency Determination or Incidental Take Permit, Lake and Streambed Alteration Agreement, and Coastal Development Permitting. Compliance with National Environmental Policy Act (NEPA), Section 7 ESA Consultation/Biological Opinions from the USFWS and NMFS, and Section 106 may also be required for issuance of federal permits. It is expected that environmental permitting will be completed at the conclusion of the CEQA process; however, support during early consultation with permitting agencies may be necessary. The services may also include the timely development of environmental permitting submittals and approvals necessary for project implementation based upon the developed Environmental Permitting Strategy. Technical resource support during agency consultations may be required.

The Consultant will have the capacity, expertise, and experience to execute the following tasks:

A. Assist City staff in managing the environmental processes for City planning and infrastructure projects, including preparation of environmental documents, attendance at public meetings, regular interface with City of Santa Cruz staff and other City consultants, and attendance at regularly scheduled coordination meetings as necessary when work is in progress.

B. Establish sub-consulting teams to conduct the requisite studies for each project as needed.

C. Oversee work deliverables to ensure all studies, documents and record keeping conform to best management practices and regulatory standards.

D. Communicate and coordinate with specialized environmental consultants and City staff and other City consultants as necessary.

E. Demonstrate the depth and breadth of the firm to provide a full range of environmental consulting services capable of meeting the needs of any City-initiated project.

F. Provide strong emphasis on the management of multiple projects and competing priorities while maintaining quality, meeting schedules, and staying within budget.

G. Provide project noticing lists, notices, and noticing directions to streamline noticing.

H. Sub-consultants may be utilized for various technical reports. The City reserves the right to require the use of approved sub-consultants.

I. Attend public meetings to provide expert testimony on CEQA or related technical questions.

J. Accompany City staff at pre-application or other coordination meetings with regulators is support of environmental permitting applications.

K. Provide CEQA trainings to staff or public bodies.

L. Comply with State and Federal grant requirements such as invoicing, records-keeping, audits, and other requirements specific to any grant funding sources.

13.49 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 17
EXHIBIT B: FEE SCHEDULE
The fee shall not exceed $620,000 each year and consultant’s hourly service rates are as follows. For each on-call project, City and Consultant agree that there will be a separate not to exceed amount specified and a budget set for that on-call project which will be defined as part of any future executed purchase order.

Proposed
Personnel Area of Expertise Position Title Fully Burdened Hourly Rate Kate Elliott CEQA, NEPA, Project
Management
Contract Manager/ Project
Director $ 321.00
Darin Neufeld Planning, CEQA, Sustainability Project Director $ 315.78 William (Bill)
Halligan, Esq. CEQA, Legal Defensibility Project Director $ 437.58 Shahira Ashkar CEQA, NEPA, Project
Management, Cultural Resources Project Manager $ 261.65 Elizabeth Kim CEQA, NEPA, Project
Management Project Manager $ 257.10
Kelsey Hawkins CEQA, NEPA, Project
Management, Air Quality, GHG,
Ni
Project Manager $ 185.50
Esther Daigneault CEQA, NEPA CEQA/ NEPA Analyst $ 174.74 Darin Neufeld CEQA, NEPA, Project
Management, Planning,
S i bili
Project Director $ 315.78
Grace Bologna CEQA, NEPA CEQA/ NEPA Analyst $ 99.49
Mia Claridy CEQA, NEPA CEQA/ NEPA Analyst $ 134.73
Sharon Toland Air Quality, GHG, Noise Air Quality, GHG, Noise Specialist $ 212.71
Emily Mastrelli Biological Resources Principal Biologist $ 269.56 Will Lawton Biological Resources Biologist $ 144.05
Katie Deodat Biological Resources and
Regulatory Permitting
Biologist & Permitting
Specialist $ 154.29
Donna Beddow Archaeological Resources Archaeologist $ 213.51 Hitta Mosesman Housing Specialist, Project
Management
General Plan/ Housing
Specialist $ 393.34
Randy Deodat GIS/ Mapping GIS Analyst $ 172.18
Matthew
Dornbach GIS/ Mapping GIS Analyst $ 97.02

13.50 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 18
Lindsey Messner Technical Editing and
Publications Technical Editor $ 177.11
Leona Vander
Molen
Technical Editing and
Publications Technical Editor $ 120.04
Shannon Bane Environmental Compliance Environmental
Compliance $ 256.08
David Mack CEQA, Planning, Project
Management Project Manager $ 246.03
Jessica Shull Planning Planner $ 153.97
Mason DuBois Biological Resources Biologist $ 128.04
Judith Romero Biological Resources Biologist $ 118.44
Janelle Firoozi CEQA, NEPA, Project Mgmt Project Manager $ 246.25 When applicable, the following charges will be added to projects:
• Production
o Black & white printing $0.02/page (8.5x11) and $0.03/page (11x17) o Color printing will be $0.06/page (8.5x11) and $0.08/page (11x17) • Data-Gathering Tools
o Harris Drone, GPS Unit, Noise Meter – $100/day or add $10/hour to billing rate, whichever is lower.
• All subconsultant charges are subject to a 10% markup • Other Direct Costs will be charged at cost
SUBCONTRACTOR: ALBION ENVIRONMENTAL, INC.

Proposed Personnel Area of Expertise Position Title Fully Burdened
H l R Sarah Nicchitta Precolonial Archaeology Principal 5C 168.86 Sarah Peelo Historic Archaeology Principal 5C 168.86
Jennifer Farquhar Precolonial Archaeology Principal 3C 148.22 Cristie Boone Precolonial Archaeology Principal 2D 142.11 Sandra Menzel Wildlife Biology Senior Biologist 4D 129.74 Andrew Bradshaw Wildlife Biology Senior Biologist 4D 129.74 James Sarmento Anthropology Senior Anthropologist 5B 125.61 Reilly Murphy Precolonial Archaeology Senior Archaeologist 8A 153.35 Chelsea Blackmore Precolonial /Historic
Archaeology Senior Archaeologist 7D 150.34
Leann Taagepera Built Environment
Resources Senior Archaeologist 7D 150.34
Douglas Ross Historic Archaeology Senior Archaeologist 7B 146.18 Cris Lowgren Precolonial Archaeology Senior Archaeologist 4A 117.37

13.51 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 19
Proposed Personnel Area of Expertise Position Title Fully Burdened
H l R Nicole Matthews Precolonial Archaeology Senior Archaeologist 3A 111.19 Brittney Biasi Precolonial Archaeology Archaeologist 7D 113.23 Matthew Manigault Precolonial Archaeology Archaeologist 7D 113.23 Timothy Polkinghorne Precolonial Archaeology Archaeologist 7D 113.23 Andrew Nicchitta Precolonial Archaeology Archaeologist 7D 113.23 Avila Bright Precolonial Archaeology Archaeologist 6C 102.99 MacKennah Polkinghorne Precolonial Archaeology Archaeologist 6B 100.91 Claire Allen Precolonial Archaeology Archaeologist 4D 88.58 Alana Smith Precolonial Archaeology Archaeological Technician 7D 88.58 Brandon Brown Precolonial Archaeology Archaeological Technician 7D 88.58 Kimberly Gordon Precolonial Archaeology Archaeological Technician 7D 88.58 Laura Garcia Precolonial Archaeology Archaeological Technician 7C 86.46 Diana Lozada Precolonial Archaeology Archaeological Technician 7C 86.46 Richy Strobel Precolonial Archaeology Archaeological Technician 7C 86.46 Elliot Waters Precolonial Archaeology Archaeological Technician 7C 86.46 Jack Hannah Precolonial Archaeology Archaeological Technician 6D 80.34 Christina Hornbaker Precolonial Archaeology Archaeological Technician 6D 80.34 Stella D'Oro GIS GIS/Graphics 9A 127.70
Genevieve Headland Administration Administrative 10B 126.39 SUBCONTRACTOR: ECOSYSTEMS WEST
Proposed
Personnel Area of Expertise Position Title Fully Burdened Hourly Rate Erin
McGinty
Wildlife, Endangered Species,
Permitting
Senior Wildlife Biologist,
Project Manager $ 180.00
Justin
Davilla Plant Ecology, Wetland Scientist Senior Ecologist, Wetland Scientist, Project Manager $ 180.00

13.52 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 20
SUBCONTRACTOR: KIMLEY-HORN
Proposed
Personnel Area of Expertise Position Title Fully Burdened Hourly Rate Ha Dao Highway Operations, Simulation
(Vissim and SimTraffic)
Transportation/Civil Engineer
II $311.78
Shahrzad
Rahgozar
TIS, Safety Analysis, GIS Transportation/Civil Analyst
II $210.14
Colin
Ogilvie
Street Improvement Plans,
Operations Analysis, grant
preparations
Transportation/
Civil Engineer I 247.15
Ali
Mustafa
TIS, General Plans, Specific
Plans, Traffic Management Plans,
Safety Analysis
Transportation/
Civil Engineer II $304.54
Frederik
Venter
Pedestrian/Bicycle Planning,
VMT, traffic calming, TDM Sr. Transportation/
Civil Engineer $471.28
Julio
Camacho
TIS, GIS Transportation/Civil Analyst
II $198.72
Rashmi
Ukwaththel
iyanage
TIS, GIS Transportation/Civil Analyst
II $161.55
Other Direct Costs: Outside Printing/Reproduction, Delivery Services/USPS, Misc. Field Equipment/Supplies, and Travel Expenses will be billed at actual cost. Applicable mileage will be billed at the Federal Rate.

Subconsultants will be billed per the contract.

SUBCONSULTANT: PACIFIC CREST ENGINEERING.

Proposed Personnel Area of Expertise Position Title Fully Burdened Hourly Rate
Matt Maciel, PE, GE
Geotechnical
Engineer President/ Principal
Geotechnical Engineer $ 288.75
Erik Zinn, PG, CEG
Engineering
Geologist Principal Geologist $ 194.35
Jim Walker, PE
Chemical &
Environmental
Engineer
Vice President/ Principal
Chemical Engineer $ 288.75

13.53 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 21
EXHIBIT C: WORK SCHEDULE
For each on-call project, City and Consultant agree that the Work Schedule will be defined as part of any future executed purchase order.

13.54 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 22
EXHIBIT D: INSURANCE REQUIREMENTS
Consultant shall procure and maintain insurance against claims for injuries to persons or damages to property and otherwise which may arise from or in connection with the performance of the work under this Agreement and the results of that work by Consultant, its agents, representatives, employees, or subcontractors.

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

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

Coverage will be at least as broad as:
• COMMERCIAL GENERAL LIABILITY (CGL): $1,000,000 PER OCCURRENCE; $2,000,000 AGGREGATE Proof of coverage for $2 Million per occurrence including products and completed operations, property damage, bodily injury, personal and advertising injury will be provided on Insurance Services Office (ISO) Form CG 00 01 covering CGL. If a general aggregate limit applies, either the general aggregate limit will apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit will be at least twice the required occurrence limit.
• PROFESSIONAL LIABILITY (ERRORS AND OMISSIONS): $2,000,000 PER OCCURRENCE OR CLAIM, $2,000,000 AGGREGATE.

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

13.55 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 23
• AUTOMOBILE LIABILITY:

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

The Worker’s Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. (Not required if Consultant provides written verification it has no employees) - If Consultant has no employees, Consultant shall complete and sign a Workers’ Compensation Exemption Declaration and Release of Liability.
• CONSULTANTS’POLLUTION LIABILITY and/or ASBESTOS POLLUTION LIABILITY (CPL) (if project involves environmental hazards) with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

1. If the services involve lead-based paint or asbestos identification / remediation, the Pollution Liability shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification / remediation, the Pollution Liability shall not contain a mold exclusion and the definition of “Pollution” shall include microbial matter including mold.

2. The Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance, covering hazardous materials to be transported by Consultant pursuant to the Agreement. This coverage may also be provided on the Consultants Pollution Liability policy.

C. OTHER INSURANCE PROVISIONS
The insurance policies are to comply with the following provisions:
• ADDITIONAL INSURED STATUS
The City, its officers, officials, employees, and authorized volunteers are to be covered as additional insureds on the CGL, CPL, and automobile insurance (if transporting hazardous materials) policies with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage will be provided in the form of an endorsement to Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10 CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 (if a later edition is used).
o PRIMARY COVERAGE
For any claims related to this Agreement, Consultant’s and all subcontractors’ General Liability insurance coverage insurance coverage will be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers will be excess of Consultant’s insurance and will not contribute with it.
• NOTICE OF CANCELLATION
Each insurance policy required above shall state that the coverage shall not be canceled, except with 30- day notice to the City.

13.56 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 24
• WAIVER OF SUBROGATION
Consultant hereby grants to the City a waiver of any right to subrogation, except as otherwise not applicable, which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss, including attorney’s fees under such insurance. Consultant agrees to obtain any endorsement that may be necessary to effectuate this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. • EXCESS LIABILITY/UMBRELLA INSURANCE POLICIES
The excess/liability policies will provide similar coverage as the primary CGL policy with no new exclusions - Excess liability insurance must follow form the terms, conditions, definitions, and exclusions of the underlying CGL insurance. The excess/umbrella policy must also be written on a primary and noncontributory basis for an additional insured, and that it will apply before any other insurance that is available to such additional insured which covers that person or organization as a named insured, and we will not share with that other insurance.

The policy regarding Limits of Insurance regarding Aggregates must provide that the aggregate limits if applicable shall apply in the same manner as the aggregate limits shown in the Schedule of the Underlying Insurance.
• SELF-INSURED RETENTIONS
Self-insured retentions must be declared to and approved by the City. City may require Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses.

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

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

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

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

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

13.57 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 25
D. SUBCONTRACTORS
Consultant shall include their Subcontractor(s) as additional insured(s) under the policies or shall furnish separate certificates and endorsements for each Subcontractor. Consultant shall require and verify that all Subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City, its officers, officials, employees, agents, and authorized volunteers are named as additional insureds on insurance required from its contractor(s) and subcontractor(s).

E. SPECIAL RISKS/CIRCUMSTANCES
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Consultant. If such change results in additional cost to the Consultant, the City and Consultant will negotiate the additional cost.

13.58 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 1
Professional Services Agreement With
WSP USA INC.

For ON-CALL ENVIRONMENTAL CONSULTING SERVICES FOR CALIFORNIA ENVIRONMENTAL

QUALITY ACT (CEQA) AND NATIONAL ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE

AND PERMITTING
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) for professional services is made by and between the City of Santa Cruz (“City”) and WSP USA INC. (“Consultant”) (each is referred to individually as a “Party” and collectively, as the “Parties”) as of ____________, 20__ (the “Effective Date”).

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

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

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

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

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

Consultant shall meet with Michelle Templeton, Assistant City Manager, hereinafter called "Director", or other designated and authorized City personnel, and/ or third parties as necessary, on all matters connected with carrying out Consultant’s services described in Exhibit A. Such meetings shall be held at the request of either Party.

Consultant shall obtain City’s review and acceptance of completed work monthly, or at other intervals as may be mutually agreed upon during the term of this Agreement. Review or acceptance of Consultant’s work by City or its designee shall not relieve Consultant from responsibility for errors and omissions in Consultant’s work.

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

13.59 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 2
The Director may authorize a City staff person to serve as their representative with respect to this Agreement.

Consultant’s work shall be reviewed at such intervals as may be mutually agreed upon between the Parties. The City will be the sole judge of acceptable work, provided that such approval will not be unreasonably withheld or delayed. If the work is not acceptable, City will inform Consultant of the changes or revisions necessary to secure acceptance.

SECTION 4: FEES AND PAYMENT
For services actually performed, the City will compensate Consultant at the rates set forth in the Fee Schedule detailed in Exhibit B and in accordance with the terms set forth therein. Payment for Consultant's services in carrying out the entire Scope of Work shall be made within the budget limit, or limits shown, upon Exhibit B Consultant agrees that the payments to Consultant specified in this Section 4 will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Such payments shall be considered the full compensation for all personnel, materials, supplies, and equipment used by Consultant in the Scope of Work. Where conflicts regarding compensation may occur, the provisions of this section shall apply.

Variations from the budget for each task which are justified by statements indicating personnel time expended and submittal of a revised budget are only allowed with prior City approval; however, in no event shall the total fee charged for the Scope of Work set forth in Exhibit A exceed the budget of $620,000 per year without advance written City authorization in the form of an amendment or change order.

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

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

SECTION 5: TRAVEL REIMBURSEMENT POLICY
The City shall not be responsible for any travel, meal, or lodging reimbursements to Consultant and/or Consultant’s employees unless otherwise specified in a City executed purchase order that is incorporated into the Scope of Work, per Exhibit A.

If there is a City executed purchase order in which the City agrees to reimburse Consultant and Consultant’s employee(s) for authorized travel expenses, then the City executed purchase order must specify the category(ies) of reimbursements available: Meals, Ground Transportation, Airfare, and/or Lodging. In that event, the rules below

13.60 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 3
for the specific category of reimbursement, the general rules, and the City’s Travel Reimbursement Policy apply for reimbursement under only that City executed purchase. It is expected that all travel expenses incurred by Consultant while conducting activities on behalf of the City will be at reasonable rates and that Consultant and Consultant’s employee(s) will exercise prudence in incurring these expenses. ☐ Meals: Meals are reimbursed at the current GSA Meals & Incidental per diem rate by county (www.gsa.gov/travel). The City does not reimburse for actual costs for meals. Reimbursement is based solely on per diem rates. Do not submit meal receipts.
• Travel before 8:00am qualifies for breakfast reimbursement. • Travel between 8:00am – 1:30pm qualifies for lunch reimbursement. • Travel between 1:30pm – 7:00pm (or later) qualifies for dinner reimbursement. • Days between hotel stays and days starting before 8am and ending after 7pm, qualify for the full GSA Meals & Incidental per diem rate.
☐ Ground Transportation: Ground transportation is reimbursable when it is for travel between the Consultant’s place of business, an airport, or Santa Cruz hotel, as applicable, to the City work location.

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

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

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

13.61 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 4
• Receipts are required for reimbursement.

General Rule

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

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

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

4. Tips and gratuities will not be reimbursed.

5. Alcoholic beverage purchases will not be reimbursed.

6. Consultants will exercise prudence in incurring reimbursable expenses.

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

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

SECTION 7: TERM AND SCHEDULE
The term of this Agreement shall be for three years duration from execution date with possibility of renewal, and commence on the effective date of this Agreement and terminate three years from the effective date of this Agreement.

At the option of the City, this Agreement may be renewed every three years under the same contractual terms and conditions by letter agreement.

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

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

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

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

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

13.62 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 5
SECTION 8: TERMINATION
The City may terminate the Agreement for any reason by providing written notice to Consultant not less than 10 calendar days prior to an effective termination date.

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

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

Consultant must provide a written notice of termination to the City not less than 60 calendar days of the effective termination date.

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

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

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

In the event this Agreement involves the performance of design professional services by Consultant, Consultant’s officers, employees, agents, or subcontractors, Consultant’s costs to defend Indemnitees shall not exceed the

13.63 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 6
Consultant’s proportionate percentage of fault per Civil Code §2782.8. This section shall survive the termination or expiration of this Agreement.

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

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

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

Such authority is retained solely by the City Manager, Director, or their designee. Unless expressly authorized by the City Manager or Director, Consultant’s compensation shall be limited to that set forth in Exhibit B, Fee Schedule.

SECTION 14: MISCELLANEOUS PROVISIONS

1. Project Manager/Key Staff. Director reserves the right to evaluate and confer with Consultant regarding the project manager or other key staff assigned by Consultant to perform the work under this Agreement. Consultant shall replace the project manager or key staff upon Director’s request due to Director’s concern about their performance.

Otherwise, no change in assignment by the Consultant may occur without prior written approval of the City.

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

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

13.64 City of Santa CruzProfessional Services Agreement for ON-CALL ENVIRONMENTAL CONSULTING

SERVICES FOR CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) AND NATIONAL

ENVIRONMENTAL POLICY ACT (NEPA) COMPLIANCE AND PERMITTING June 2025 (Form Rev.03/25 ) Page 7
employees, and agents against any claim or liability, including attorneys’ fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.

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

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

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

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

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