Agenda packet — Santa Cruz City Council, August 12, 2025 (part 3 of 5)

17.135

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

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

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

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

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

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

OTHER TERMS APPLICABLE TO OTHER END-USERS

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

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

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

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

Allison Transmission, Inc.

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

Page 2 of 2 ends

17.136
Warranty Begins:

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

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

Fire and Rescue Apparatus
Coverage:

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

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

The date of delivery to the first retail purchaser.

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

THIS LIMITED WARRANTY MAY NOT BE ASSIGNED OR OTHERWISE

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

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

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

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

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

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

Conditions and
Exclusions:

See Also
Paragraphs
2 thru 4

4. EXCLUSION OF CONSEQUENTIAL AND INCIDENTAL DAMAGES.

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

INCIDENTAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES WHATSOEVER,

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

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

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

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

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

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

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

ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,

INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, ANY

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

Fire and Rescue Apparatus
Coverage:

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

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

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

17.146
Note: Any Surety Bond, if a part of the sale of the vehicle as to which this limited warranty is provided, applies only to this Pierce Basic One Year Limited Warranty for such vehicle, and not to other warranties made by Pierce in a separate document (if any) or to the warranties (if any) made by any manufacturer (other than Pierce) of any part, component, attachment or accessory that is incorporated into or attached to the vehicle. 2/8/2010 WA0057

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

OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,

INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, ANY

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

THIS LIMITED WARRANTY MAY NOT BE ASSIGNED OR OTHERWISE

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

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

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

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

Conditions and
Exclusions:

Fire and Rescue Apparatus
Coverage:

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

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

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

4. EXCLUSION OF CONSEQUENTIAL AND INCIDENTAL DAMAGES.

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

INCIDENTAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES WHATSOEVER,

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

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

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

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

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

3. BUYER'S EXCLUSIVE REMEDY.

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

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

OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,

INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, ANY

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

THIS LIMITED WARRANTY MAY NOT BE ASSIGNED OR OTHERWISE

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

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

Conditions and
Exclusions:

Fire and Rescue Apparatus
Coverage:

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

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

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

4. EXCLUSION OF CONSEQUENTIAL AND INCIDENTAL DAMAGES.

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

INCIDENTAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES WHATSOEVER,

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

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

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

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

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

3. BUYER'S EXCLUSIVE REMEDY.

17.148
JROGHQVWDWHĆUHFRP

DEALER SUPPLIED

PRODUCTS SERVICES
Exhibit “D”
5 AND
/OR

17.149
1 DEALER SUPPLIED EQUIPMENT and/or SERVICES
The following items and/or services will be provided by Golden State Fire Apparatus Inc. (GSFA) prior to final delivery:

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

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

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

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

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

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

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

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

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

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

17.150
2 be responsible for all costs associated with this cancellation, which may include not only the original ticket cost but also any change or cancellation fees imposed by the airline and/ or travel agency. Flight reservations are also non-transferable.

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

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

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

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

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

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

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

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

17.151
3 DELIVERY TO AUTHORIZED SERVICE FACILITY
GSFA will, at their expense, deliver the apparatus (including any applicable equipment, spare parts, and supplies) to their Northern California facility in Sacramento for a dealer preparation inspection.

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

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

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

17.152
4 It is the responsibility of the Customer to have any outstanding balance due, paid in full to GSFA, prior to or at the time that the Product is complete and ready to deliver. If payment is late or delivery is delayed pending payment, a daily finance charge of $150.00 and a daily storage fee of $50.00 may apply until such payment is received.

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

END OF EXHIBIT “D”

17.153
Engine Lease Purchase Proposal w/ 100% Prepay Discounts

17.154
Pierce Financial Solutions
Pierce and PNC Equipment Finance partner to
provide a tax-exempt municipal leasing program for
Pierce apparatus

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

17.155
Lease Payment Protection
Lease payments made prior to delivery have two layers of protection:

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

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

17.156
Lease Purchase Options w/ Prepay Discounts
Pierce Apparatus: (1) Enforcer Pumper Date 3 Yr Lease Purchase 5 Yr Lease Purchase 7 Yr Lease Purchase 10 Yr Lease Purchase Cost: $1,111,402.00 July 2025 Order/Lease Start Order/Lease Start Order/Lease Start Order/Lease Start 100% Prepayment Discount: -$127,877.00 July 2026 $391,910.11 $244,238.96 $182,917.24 $137,798.33 State Sales Tax (@ 9.75%): $95,893.69 July 2027 $391,910.11 $244,238.96 $182,917.24 $137,798.33 California Tire Fee: $10.50 July 2028 $391,910.11 $244,238.96 $182,917.24 $137,798.33 Performance Bond: $2,403.00 July 2029 $244,238.96 $182,917.24 $137,798.33 Amount Financed: $1,081,832.19 July 2030 $244,238.96 $182,917.24 $137,798.33 Cost Excluding Prepayment Discounts: $1,222,463.20 July 2031 $182,917.24 $137,798.33 July 2032 $182,917.24 $137,798.33
*Rates as of May 5 , 2025 and are fixed at closing July 2033 $137,798.33 July 2034 $137,798.33
* Effective rates are the rates based on the price of the apparatus July 2035 $137,798.33 excluding prepayment discounts. It's what the rate needs to fall Total Payments $1,175,730.33 $1,221,194.80 $1,280,420.68 $1,377,983.30 to at the ime of delivery to obtain the lease payment available Rates 4.28% 4.18% 4.40% 4.66% today with the 100% prepayment discount. Effective Rates -1.92% -0.03% 1.17% 2.24%

17.157
Program
Contacts
Tom Whitmer
Director, Customer Finance
[email protected]
920.267.1256
Matthew Titel
Manager, Customer Finance
[email protected]
920.810.9343
Kim Simon
Vice President – Account Executive
[email protected]
614.670.3994

17.158
RESOLUTION NO. NS-_________

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CRUZ

APPROVING A LEASE-PURCHASE AGREEMENT WITH PNC EQUIPMENT FINANCE IN AN AMOUNT NOT TO EXCEED $1,221,194.80 TO FINANCE

THE PURCHASE OF A PIERCE ENFORCER PUMPER FIRE ENGINE
WHEREAS, the City Council of the Santa Cruz approves the purchase of a Pierce Enforcer Pumper Fire Engine (“Apparatus”) to enhance public safety and in accordance with NFPA 1911 apparatus replacement standards;
WHEREAS, the City Council determines that the execution of a Lease-Purchase Agreement (“Lease”) with PNC Equipment Finance to prepay for the purchase and finance the Apparatus for the City for a principal amount of $1,081,832.19 with a 4.18% interest rate over five (5) years commencing in fiscal year 2027, for a total cost of $1,221,194.80, is appropriate and in the best interests of the City; and NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Santa Cruz as follows:

1. The foregoing recitals are true and correct.

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

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

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

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

PASSED AND ADOPTED this ____ day of _______, 2025 by the following vote:

AYES:

NOES:

ABSENT:

DISQUALIFIED:

APPROVED:

Fred Keeley, Mayor

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ATTEST:

Bonnie Bush, City Clerk Administrator

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C03
Master Lease-Purchase Agreement
Between
«LesseeName»and
PNC Bank, National Association
Document Index
❑ Master Lease-Purchase Agreement – Sign and provide title on the last page ❑ Lease Schedule with Schedule A-1 – Sign and title
❑ Vehicle Schedule Addendum – Sign and title
❑ Resolution – The resolution must reflect the title(s) of the individual(s) who have authorization to sign the documents.
❑ Incumbency Certificate – List your authorized signor(s) and title(s); have secretary or appropriate trustee attest to the information and signature(s) provided by signing and printing his/her name, title and date. The person who validates the signatures should notsign the lease documents.

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

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

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

LESSEE: «LesseeName»

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

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

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

4. RENT PAYMENTS.

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

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

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

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

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

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

5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS.

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

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

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

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

6. TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS.

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

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

7. NO WARRANTY BY LESSOR. The Equipmentis sold “ASIS”. LESSEE ACKNOWLEDGES THAT LESSOR DID NOT MANUFACTURE THE EQUIPMENT. LESSOR DOES NOT REPRESENT THE

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

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

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

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

8. TITLE; SECURITY INTEREST.

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

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

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

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

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

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

12. LIENS, SUBLEASES AND TAXES.

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

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

13. RISK OF LOSS.

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

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

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

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

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

14. INSURANCE.

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

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

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

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

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

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

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

18. ASSIGNMENT.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

26. USA PATRIOT ACT NOTICE.

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

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

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

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

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

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

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

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

17.170
«LesseeName»
(“Lessee”)
By:

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

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

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

Master Lease-Purchase Agreement dated «AccrualDate»

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

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

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

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

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

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

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

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

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

Title: Title:

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E28
Schedule A-1

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

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

17.173

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

Title: Title:

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E28

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

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

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

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

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

Title: Title:

17.175
E24

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

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

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

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

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

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

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

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

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

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

17.176

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

ADOPTED AND APPROVED on this ________________, 20___.

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

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

17.177
E24

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

17.178
E34

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

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

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

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

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

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

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

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

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

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

Very truly yours,
Attorney

17.179
I01

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

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

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

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

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

Lessee has attached a signed letter describing self -insurance.

LESSEE: «LesseeName»
By: _________________________________ Title: ___________________________________

17.180
I01

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

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

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

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

The original should be mailed to the same at:

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

Cincinnati, OH 45203

17.181

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

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

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

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

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

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

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

Lessee Down Payment: $«Downpymt»
Trade In:

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

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

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

Outside Delivery Date: «OutsideDelDate»

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

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

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

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

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

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

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

Title: Title:

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

Title: Title:

17.183
Exhibit A

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

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

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

ACCEPTANCE DATE:

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

17.184
City Council

AGENDA REPORT
DATE: 07/24/2025
AGENDA OF: 08/12/2025
DEPARTMENT: Fire
SUBJECT: Resolution Amending the FY26 Budget to Appropriate Funds into a Project for the UCSC Fire Station Remodel (FD)
Location: District 5
RECOMMENDATION: Motion to:
1) Adopt a resolution to amend the FY26 budget by appropriating $98,846.59 received from the University of California Santa Cruz (UCSC) into the Fire Department’s facilities improvement project to support the remodel at the UCSC Fire Station; and 2) Approve the CEQA determination contained in this agenda report, including the application of the following exemptions in the event that the proposed remodel project is deemed a CEQA “project”: 14 CCR §15301 (Existing Facilities); 14 CCR §15302 (Replacement or Reconstruction); and 14 CCR §15061(b)(3) (Common Sense Exemption).

BACKGROUND: In 2014, the City of Santa Cruz (City) entered into a lease and service agreement with the University of California Santa Cruz (UCSC) to provide dedicated fire protection and emergency response services to the campus. As part of this agreement, the City assumed responsibility for staffing and operating the UCSC Fire Station located at 701 Chinquapin Road. Since then, the Santa Cruz Fire Department (SCFD) has maintained a presence at the station with a fire crew and apparatus serving both the university and the surrounding area. However, the fire station, originally constructed in 1975, has only received minor upgrades since its inception.

Over time, the physical condition of the station, particularly in the kitchen and shared living quarters, has declined significantly, raising concerns about the health, safety, and overall habitability for the firefighters assigned to the site. A facilities evaluation completed by AP Triton in 2025 rated the UCSC Fire Station as “Poor,” prompting a series of discussions between the City and UCSC to address deferred maintenance and capital renewal needs. These discussions led to the development of a focused project scope aimed at renovating the common kitchen areas used by fire personnel during their shifts.

To formally support this effort, the City and UCSC executed a Work Agreement in June 2025, outlining the proposed remodel and the transfer of funds from UCSC’s Fire Station Capital

18.1 Reserve to the City. This capital reserve, funded by UCSC at an annual rate of $10,000 as stipulated in the original 2014 lease, has accumulated sufficient funds to cover the anticipated cost of the improvements. On July 2, 2025, the City submitted an invoice to UCSC for $98,846.59 to reimburse the work outlined in the agreement. The scope of the project includes the installation of new countertops, cabinetry, appliances, flooring, lighting, and a sliding glass door, along with paint and ventilation upgrades to address long-standing habitability concerns.

DISCUSSION: Staff is requesting that Council approve a budget adjustment to appropriate the revenues received from UCSC to project number m212501 (UCSC FS#4 Remodel). It specifies the budgeted expenditures for SCFD to directly utilize on the project, as detailed in the Work Agreement. The purpose of resolution is to formally appropriate the $98,846.59, which has been transferred from UCSC into the SCFD’s FY26 operating budget to support the remodel project (Budget Adjustment).

These funds do not come from the City’s General Fund and are not expected to impact ongoing operations. The use of UCSC’s Fire Station Capital Reserve account ensures that project costs will be fully reimbursed by the UCSC and are tied directly to the specific facility mentioned in the lease agreement.

The City will manage the remodel in accordance with the terms of the Work Agreement, which includes UCSC’s planning and design review processes, as well as compliance with California Building Codes and UCSC’s 2023 Campus Design Standards. All improvements will be limited to the existing interior of the building and are intended to modernize the station to meet minimum health and building standards.

This action will authorize the budget adjustment, allowing SCFD to spend the transferred funds for their intended capital purpose.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: The proposed City Council action is not a “Project” under CEQA because it will not “cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.” (Pub Resources Code § 21065.) And, even if the remodel project discussed in this report is deemed a “project” under CEQA, the following exemptions would apply:
• 14 CCR § 15301: Class 1 categorical exemption for “repair, maintenance, . . . or minor alteration of existing public . . . structures, facilities, . . .involving negligible or no expansion of existing or former use.”
• 14 CCR § 15302: Class 2 categorical exemption for “replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced.”
• 14 CCR § 15061(b)(3): The “common sense exemption” applies because “it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.”

18.2 HEALTH IN ALL POLICIES (HiAP): The proposed project directly supports the City’s Health in All Policies (HiAP) pillars by addressing core equity and health objectives for public safety personnel. Firefighters assigned to the UCSC Fire Station are required to live onsite for extended shifts and rely on the station’s kitchen and living quarters for their basic needs. The existing facilities have deteriorated, which impacts both safety and well-being.

The proposed improvements will remove hazardous conditions such as mold and pest exposure, modernize outdated and failing appliances, and enhance air quality and ventilation. By upgrading the station to meet current building and health standards, the City is not only fulfilling its obligation to provide a safe working environment, but also advancing its HiAP goals of promoting wellness, equity, and sustainability. The project ensures that all employees, regardless of assignment location, have access to the same baseline standard of workplace health and safety.

FISCAL IMPACT:

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

2. This recommendation requires a budget adjustment: Yes

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: There is no fiscal impact on the City’s General Fund. The full cost of the project, $98,846.59, will be reimbursed by UCSC through a transfer from its Fire Station Capital Reserve account. The funds are restricted and intended solely for capital improvements at the UCSC Fire Station, consistent with the lease terms. The recommendation allows for a one-time appropriation into SCFD’s FY26 operating budget for the specific purpose outlined in the Work Agreement. There is no ongoing expenditure commitment resulting from this action.

Prepared By:

Megan Nutt
Principal Management
Analyst
Submitted By:

Rob Oatey
Fire Chief
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. BUDGET ADJUSTMENT.PDF

2. WORK AGREEMENT.PDF

18.3 City of Santa Cruz

BUDGET ADJUSTMENT REQUEST
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To move funds received 7/9/25 from UCSC for Fire Station #4 remodel project to General Fund. Fire Station #4 is UCSC property located on campus. City of Santa Cruz leases Fire Station #4 from UCSC. Revenue was contributed per Addendum 4-C.1 Work agreement approved by UCSC on 6/18/25 and City Manager on 6/20/25. The funds need Council approval and then can be moved back to the project budget.
101-21-31-2202-43310 m212501-127-1048-0 UCSC FS#4 Remodel 98,847 98,847
101-21-31-2202-54104 m212501-100-2020-0 UCSC FS#4 Remodel 98,847 98,847
0 Tim
Shields
Digitally signed
by Tim Shields
Date: 2025.07.24
11:00:30 -07'00'
Robert
Oatey
Digitally signed
by Robert Oatey
Date: 2025.07.24
11:22:30 -07'00'
Raudel
Mendoza
Digitally signed by
Raudel Mendoza
Date: 2025.07.24
12:53:43 -07'00'
Elizabet
h Cabell
Digitally signed by
Elizabeth Cabell
Date: 2025.07.24
15:39:51 -07'00' 18.4
1 ADDENDUM 4-C.1 WORK AGREEMENT-TENANT CONSTRUCTED

ALTERATIONS TO LEASE AGREEMENT DATED

BY AND BETWEEN

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
AND

CITY OF SANTA CRUZ

WORK AGREEMENT
THIS WORK AGREEMENT ("Work Agreement"), in association with the Agreement for Fire Protection and Emergency Response Services between the City of Santa Cruz and The Regents of the University of California (“Services Agreement”) and the Lease of the UCSC Fire Station Agreement between the City of Santa Cruz and The Regents of the University of California (“Lease”), is dated as of the latest date of execution set forth below, and is by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation ("Landlord"), and CITY OF SANTA CRUZ ("Tenant") (referred to collectively as the “Parties”). 1) Project Identifiers:

ADDENDUM 4-C Number: 20200206
Tenant Project Number: m212501
Landlord Project Number: WO72600
Brief Narrative Description of the Alterations:

Premises kitchen and living room remodel. The project includes: installation of new countertops, cabinets, flooring, lighting, appliances and sliding glass door; painting of the kitchen and living room (collectively referred to as the “Alterations”).
2) Definitions. Unless otherwise defined herein, capitalized terms used but not defined in this Work Agreement shall have the meanings designated in that certain Lease Agreement dated July 1, 2014, by and between Landlord and Tenant, as amended (the "Lease").
3) Alterations. Tenant shall perform the Alterations in accordance with the Plans and Specifications, as defined in Section 4 below, and with all Applicable Laws and Regulations. 4) Plans and Specifications, Landlord Review, Costs, and Changes. a) Prior to the commencement of any Alterations, Tenant will present Landlord with a complete set of plans and specificationsfor the Alterations ("Plans and Specifications") for Landlord’s review. Plans and Specifications must adhere to current California Building Code and the Landlord's 2023 Campus Design Standards, whichever is more stringent.
i. Planning Review. For the purpose of planning review, the Plans and Specifications will consist of the following: a narrative description of the Alterations, scaled site and elevation plans, photo simulations of the proposed Alterations, cut sheets and outside plant requirements as necessary.
ii. Design Review. For the purpose of design review, the Plans and Specificationsshall consist of the following: draft construction documents depicting the proposed Alterations; structural calculations for major Alterations, as deemed necessary by Landlord; final stamped and wetsigned 'blue line' construction documents; and other information as requested in Landlord's ''Notice to Proceed with Design" or as requested upon review of information submittal.

Tenant shall provide additional copies of the Plans and Specifications as requested by Landlord.

Tenant shall only disclose the Plans and Specificationsto third parties when the disclosure is required to complete the Alterations, or when required by applicable law.

Docusign Envelope ID: BC3D5B27-10DE-4DF8-AC69-4A2F5F2BE6BC

18.5 b) Tenant shall reimburse Landlord, in an amount not to exceed $11,000 and in the manner further specified below in this subsection (b), for Landlord's actual internal and external (i.e. out of pocket) costs and expensesincurred in connection with reviewing the feasibility ofthe proposed Alterations project (collectively, the "Alterations Review Fee"), specifically including, but not limited to, the costs of Landlord'sstafftime spent on engineering review of the Plans and Specifications, and review of the potential environmental impacts ofthe proposed Alterations plus actual costs and expenses incurred in connection with construction support, project management, testing and inspections. Upon execution ofthis Work Agreement, Tenant shall pay to Landlord the amount of two thousand dollars ($2,000) from the Tenant’s Capital Reserve Funds (as defined in Section 9 below) as a deposit to be applied to the Alterations Review Fee.

If such deposit is consumed in the course of the Landlord's review, management, and inspection, Tenant shall remit additional funds as a deposit from the Tenant’s Capital Reserve Funds, however the total Alterations Review Fee shall not exceed $11,000. Within thirty (30) days of the Notice of Completion sent to theTenant by theLandlord for the completed Alterations project construction, Landlord shall return the unused portion ofthe deposit described in this section, if any, to Tenant. c) Landlord shall provide Tenant with written notice of its approval or disapproval of the Plans and Specifications.
i. Landlord shall provide Tenant with a Notice to Proceed with Design within thirty (30) days after receipt of complete "Planning Review" Plans and Specifications from Tenant pursuant to Section 4.a.i.
ii. Landlord shall provide Tenant with a Notice to Proceed with Construction within thirty (30) days after receipt of complete "Design Review" Plans and Specifications from Tenant pursuant to Section 4.a.ii.
iii. If Landlord disapproves the Plans and Specifications, Landlord shall notify Tenant thereof within the thirty (30) day period of any matters asto which the Plans and Specificationsfail to conform to Landlord's construction requirements or otherwise fail to meet with Landlord's approval. Tenant shall then revise the Plans and Specifications as notified to meet Landlord's requirements, and shall re-submit to Landlord for further review once revised.
iv. The design review will undergo one (1) review at 90% plans and specifications. d) Prior to Tenant's commencement of the Alterations, Landlord and Tenant shall hold a pre-construction meeting to discuss access to UCSC campus and the Premises, keys, parking, scheduling, inspections, et cetera.
e) Tenant's performance of the Alterations shall commence upon receipt of a Notice to Proceed, pursuant to the requirements of Section 4.c and Section 4.d of this Work Agreement. f) During Tenant's performance of the Alterations, the UCSC Physical Planning Development and Operations (PPDO) building department will conduct building inspections (with prior notice to Tenant to the extent reasonably feasible) and Tenant and Landlord's Representatives (as defined below) shall confer periodically regarding the progress of the Alterations work. Either of the Tenant or Landlord's Representatives may request changes, modifications or alterations to the approved Plans and Specifications by written change order delivered to the other party’s representative, but no such change shall be made without the written approval of both parties hereto. Tenant shall approve or deny each Landlord-requested change order within five (5) business days, by written notice to Landlord's designated representative, Blanca Cassidy, or such other person substituted for Landlord’s representative. Landlord shall approve or deny any Tenant requested change order within five (5) business days, by written notice to Tenant’s designated representative, Ryan Reber (hereinafter “Tenant’s Representative”), or his or her designee. The Tenant’s written notice of approval of the change to the Plans and Specifications will include a cost estimate for the change. The cost outlined in the approval of the change order will be deemed approved by the Landlord unless the Landlord objects within three (3) business days of the written notice to Landlord.

Any change orders requested by Landlord to comply with the California Building Standards Code, Title 24 of the California Code of Regulations, cannot be denied by Tenant. g) If Landlord requests that Tenant clarify or refine the Plans and Specifications, then Tenant's Representative shall meet with Landlord for the purpose of clarifying or refining the Plans and Specifications within two (2) business days after Tenant's receipt of Landlord's request therefore. No such clarification or refinement shall be deemed to be a change order.

Docusign Envelope ID: BC3D5B27-10DE-4DF8-AC69-4A2F5F2BE6BC

18.6 h) If Landlord determines that the Plans and Specifications must be changed as a result of omissions or errors in the Plans and Specifications, then Tenant shall, at Tenant's cost, prepare and submit to Landlord revised Plans and Specifications correcting any such omission or error. Landlord shall approve or disapprove such revised Plans and Specificationswithin five (5) business days after receipt. i) Landlord shall not be responsible for any delays in the time for completion of construction. 5) Quality of Work. All Alterations performed hereunder shall be done in a good and workmanlike manner. All materials and equipment installed in Tenant's performance of the Alterations shall be new unless otherwise specified in the Plans and Specifications.
6) Accordance with Plans and Specifications. All Alterations performed hereunder shall be performed in accordance with the Plans and Specifications, as approved by Landlord, and Tenant shall be responsible for ensuring the completed work adheres to the Plans and Specificationsregardless of any approval of deficient work by Landlord. Should any deficiencies from the Plans and Specifications be discovered in the Alterations subsequent to its completion by Tenant, Tenant shall promptly commence to correct such deficiencies upon discovery by Tenant or after receiving written notice from Landlord. 7) Accordance with Conditions of Approval. All Alterations performed hereunder shall be performed in accordance with general conditions and other conditions of approval communicated to Tenant by Landlord in the Notice to Proceed with Construction outlined in Section 4(c). These conditions shall be provided in writing, and may be communicated by email.
8) Landlord's Access during Alterations. W i t h p r i o r n o t i c e t o T e n a n t ( t o t h e e x t e n t r e a s o n a b l y f e a s i b l e , ) Landlord shall have access to the Premises during the construction of the Alterations for activities and purposes related to the inspection of construction of the Alterations. 9) Capital Reserve Account and Funds. Within thirty days of full execution of this Work Agreement, all funds held by Landlord as of the date hereof in the Capital Reserve (as defined in Section 9.1 of the Lease), will be returned to the Tenant. Once returned to Tenant, the Tenant may use these funds from the Capital Reserve (referred to hereinafter as the “Tenant’s Capital Reserve Funds”) for the Alterations expenses. For any costs of the Alterations that exceed the Tenant’s Capital Reserve Funds (the “Excess Costs”), the Landlord agrees to provide a rent credit (which includes any Tenant monetary obligations under the Lease) up to the total amount of the actual Excess Costs. Tenant’s rent credit may be applied to any rent payment due under the Lease on or after July 1 2025, including rent payments already made by Tenant before the Tenant’s Capital Reserve Funds are depleted. If Tenant seeks to have its rent credit apply retroactively to a rent payment Tenant already made on or after July 1, 2025 before the Capital Reserve Funds were depleted, Landlord shall provide a check refund to Tenant in the amount already paid. If Tenant has not used its whole rent credit before the current Lease expires, such rent credit shall apply to any subsequent lease agreement for the premises until it is wholly used. The Tenant will be responsible for all costs and expenses of the Alterations and all payments to contractors, subcontractors, and other parties associated with the Alterations. During the period of Tenant’s relocation of operations to Station 3 through the Alteration’s construction phase, Section 4.2.2(d)(i) and 4.2.2(D)(ii)(d) of the Service Agreement shall not apply. 10) Final Project Documents. Upon completion of the Alterations, Tenant shall provide Landlord with a complete set of Final Project Documents, which shall include the following: i) structural calculations if the Plans and Specifications changed as a result of a change order per Section 4(e) or a request for clarification or refinement per Section 4(f); ii) final construction documents showing the work as-built; and iii) revised Exhibits to the Lease including but not limited to Description of the Premises. The Parties hereby agree that the revised Exhibits required by this Section 10(iii) may be incorporated into the Work Agreement without amendment. Any further Alterations pursuant to the Lease are contingent upon Tenant complying with the requirements of this paragraph for past Alterations to the satisfaction of Landlord.
11) Final Inspection and Project Approval Checklist: Upon Tenant's notice to Landlord that construction is complete, Landlord will schedule a final construction inspection. Upon receipt of Landlord's Final Project Documents per paragraph 10, Landlord will complete a project approval checklist and submit a signed copy to Tenant along with a Notice of Completion.

Docusign Envelope ID: BC3D5B27-10DE-4DF8-AC69-4A2F5F2BE6BC

18.7 12) Notices. All notices required or permitted hereunder shall be in writing and shall be delivered as follows:
a) If to Landlord:

Blanca Cassidy
[email protected]
Attn: Blanca Cassidy
With a copy to:

Melody Litt
[email protected]

Attn: Melody Litt _
b) If to Tenant:

Josh Coleman; [email protected]
Megan Nutt; [email protected]
Robert Oatey; [email protected]
Cassie Bronson; [email protected]
Ryan Reber; [email protected]
13) Landlord may post such notices of non-responsibility as it reasonably deems appropriate in the Premises during the performance of the Alterations work provided for herein. 14) Severability. The unenforceability, invalidity or illegality of any provision(s) of this Work Agreement shall not render the other provisions unenforceable, invalid or illegal. 15) 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 obligations under this Work Agreement. Each party hereto 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 Work Agreement. 16) Complete Agreement. This Work Agreement is the full and complete integration of the Parties’ agreement with respect to the matters addressed herein, and this Work Agreement supersedes any previous written or oral agreements between the parties hereto with respect to the matters addressed herein. Unless otherwise stated, to the extent there is any conflict between this Work Agreement and any other agreement (written or oral), the terms of this Work Agreement shall control.
17) Governing Law. This Work Agreement shall be governed by and interpreted in accordance with California law. 18) Amendments. This Work Agreement may not be amended in any respect except by way of a written instrument which expressly references and identifies this particular Work Agreement, which expressly states that its purpose is to amend this Work Agreement, and which is duly executed by the Landlord and the Tenant. 19) Counterparts. The parties hereto may execute this Work 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. 20) Warranty of Authority. The signatories of this Work Agreement warrant and represent that each is authorized to Docusign Envelope ID: BC3D5B27-10DE-4DF8-AC69-4A2F5F2BE6BC

18.8 execute this Work Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors, and assigns to comply with the provisions of this Work Agreement. 21) Kitchen Substitute. Landlord and Tenant will meet, confer, and arrange for a kitchen substitute for Tenant’s staff to use during construction, while the subject kitchen is unusable. A kitchen substitute could include, but is not limited to: Tenant parking a kitchen trailer near the subject property, Tenant receiving sufficient dining hall passes at a nearby dining hall on the UCSC campus, and/or Tenant using a kitchen facility on the UCSC campus. The details of the kitchen substitute will be agreed to and memorialized in an amendment to the Lease signed by both the Parties, or in another written agreement between the Parties. If the Parties do not agree on a kitchen substitute, Tenant reserves the right to relocate to another fire station in the City of Santa Cruz, in its sole discretion. In the event of a relocation, the 8 minute exception report (as provided in Section 4.2.2(D)(i) of the Services Agreement) will be suspended until the Alterations project is complete.

IN WITNESS WHEREOF, the Parties have executed this Work Agreement as of the latest date of execution below.

LANDLORD:

THE REGENTS OF THE
TENANT:

CITY OF SANTA CRUZ

UNIVERSITY OF CALIFORNIA
By: _ By:

Name: Name:

Title: Title:

Date: Date:

Docusign Envelope ID: BC3D5B27-10DE-4DF8-AC69-4A2F5F2BE6BC Nikki Vamosi
6/18/2025
Executive Director of RECS
Matt Huffaker
6/20/2025
City Manager

18.9 City Council

AGENDA REPORT
DATE: 07/10/2025
AGENDA OF: 08/12/2025
DEPARTMENT: Finance
SUBJECT: Liability Claims Filed Against the City of Santa Cruz (FN) RECOMMENDATION: Motion to reject the liability claims of 1) Braden Coolidge, 2) Frank Iadiano, and 3) William Scott Buerger, and to return as late claim of 4) Alexander R. Reyes, based on staff recommendation.

BACKGROUND: N/A.

DISCUSSION: Claims to be rejected:

1. Claimant: Braden Coolidge
Date of occurrence: 6/9/2025
Date of claim: 6/16/2025
Amount of claim: $37.30
Claimant seeks reimbursement for personal belongings (pants) that were allegedly damaged when he sat on wet paint.

Self-Represented

2. Claimant: Frank Iadiano
Date of occurrence: 5/5/2025
Date of claim: 6/23/2025
Amount of claim: $ 4,486.00
Claimant seeks reimbursement for damages to his boat that were allegedly caused by dust from a nearby construction project.

Self-Represented

3. Claimant: William Scott Buerger
Date of occurrence: 6/16/2025
Date of claim: 7/7/2025
Amount of claim: $ 2,365.00

19.1 Claimant seeks reimbursement for towing fees when his vehicle was towed allegedly without sufficient notice.

Self-Represented
II. Claim to be returned as late:

4. Claimant: Alexander R. Reyes
Date of occurrence: 12/24/2024
Date of claim: 6/27/2025
Amount of claim: $ 100,000.00
Claimant seeks compensation for damages allegedly resulting from Police action.

Self-Represented
CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: N/A.

HEALTH IN ALL POLICIES (HiAP): N/A.

FISCAL IMPACT:

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

2. This recommendation requires a budget adjustment: No

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

Prepared By:

Ross Brandon
Risk & Safety Manager
Submitted By:

Elizabeth Cabell
Finance Director
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

None.

19.2 City Council

AGENDA REPORT
DATE: 07/15/2025
AGENDA OF: 08/12/2025
DEPARTMENT: Parks and Recreation
SUBJECT: Santa Cruz Wharf Ad Hoc Subcommittee Final Report and Recommendations (PR)
LOCATION: District 4
RECOMMENDATION: Motion to:
1) Direct staff to complete the City’s Extreme Weather Protocol, engage regional partners, and provide training to City staff on procedures; and develop a draft policy regarding Wharf business support following closures;
2) Direct staff to develop a comprehensive accounting methodology for Wharf and beach area expenditures and revenues in line with State reporting requirements and City budgeting and strategic planning; and
3) Direct staff to develop a Wharf business and operations plan that a) prioritizes operational efficiencies and cost reductions; b) enhances revenues; c) establishes clear strategies for investment in the Wharf structure and buildings; d) maintain market lease rates for businesses; and e) establishes clear roles and responsibilities for City staff related to Wharf operations and maintenance.

BACKGROUND: On December 23, 2024, approximately 180 feet of the end of the Santa Cruz Wharf (Wharf) collapsed into the ocean following a historic wave and swell event. The collapsed section was approximately 180 ft. in length on the southernmost end of the Wharf and included one of three public restroom facilities on the Wharf. The former Dolphin restaurant was removed from the southernmost end of the Wharf prior to the beginning of the construction repairs. The area that collapsed in December 2024 had been damaged in the Winter 2023-24 storms and was under construction for repairs at the time of the collapse. Following the partial collapse of the end of the Wharf, the City responded swiftly to assess the structural integrity of the Wharf, coordinate with federal, state, and local partners, cleanup debris from the collapse, and initiate recovery planning for the future. The City reopened the Wharf to the public on January 4.

In February 2025, the City Council formed an ad hoc subcommittee to work with City staff on a near-term proposal to address the damaged end of the Wharf. The subcommittee developed a project charter (Ad Hoc Subcommittee Project Charter.pdf) to guide its work starting with a

20.1 mission statement to “review data and options and make recommendations to the full City Council in the following areas: 1) The near and long term structural and public access plans for the end of the Wharf and including the Wharf Master Plan; 2) Budget and resource needs to successfully operate the Wharf into the future; and 3) Policy and operational changes to optimize public safety and vitality of the Wharf.”
The sub-committee membership included Vice Mayor Kalantari-Johnson, Councilmember Newsome, and Councilmember Golder. The sub-committee met multiple times between March and June 2025 with City staff from Parks & Recreation, Economic Development and Housing, Fire Department, Public Works, and the City Manager’s Office.

Following the December 2024 partial collapse of the Wharf, the ad hoc sub-committee reviewed five (5) alternatives to address the remaining damaged end of the Wharf in the near-term. The sub-committee considered several factors including near-term costs and financial viability, structural integrity and resiliency, consistency with the Wharf Master Plan, and options that would allow for future visioning and potential reconstruction of the collapsed end of the Wharf.

After thorough review and discussion, the ad hoc sub-committee recommended Alternative #5, which will restore the damaged end of the Wharf to bent 171 (Wharf End Repair Alternates.pdf, pg. 5). Alternative #5 will allow for one sea lion viewing hole to be reconstructed in the nearterm. This alternative also allows for future visioning toward Wharf Master Plan implementation or opportunities to rebuild the end of the Wharf to its pre-collapse condition, if desired by the community and City Council. Ultimately, the choice of whether and how to rebuild forward from Alternative #5 will be driven by community desire and the availability of future funding.

The Alternative #5 project plans and specifications will be reviewed by City Council in August 2025. The project is expected to commence in Fall 2025 and be completed by Spring 2026.

Future planning for the Wharf structure is guided by the adopted Wharf Master Plan. The Plan, which was approved by City Council in January 2024, includes design concepts, structural reinforcement, public access and recreation enhancements, and enhanced opportunities for economic resilience. The Plan considers the future effects of climate change, including stronger storms, coastal erosion, and up to 68 inches of sea level rise to which the Plan responds with strategies for the long-term sustainability of the structure. The full Wharf Master Plan and Engineering Report is available on the City’s website. Planned improvements on the Wharf will strengthen the relationship to the Bay and its scenic and environmental qualities. In response to the immediate need for restoration of the damaged end of the Wharf, the City Council ad hoc sub-committee reviewed several alternatives and considered how each fit into implementation of the Wharf Master Plan. Specifically, how the near-term repairs may influence or restrict longterm options and opportunities for the end of the Wharf.

The ad hoc subcommittee reviewed a Wharf Master Plan outreach and implementation project timeline from staff. City staff initiated public outreach meetings in Spring 2025 to engage the community around priorities for the Wharf Master Plan and specifically the focus for the City’s existing $8 million grant through the California Coastal Commission. The public outreach efforts will continue into Summer 2025, and the grant funding will be implemented through 2027.

DISCUSSION: The initial focus of the ad hoc subcommittee’s work was on the near-term repair of the end of the Wharf and the subsequent implementation of the Wharf Master Plan

20.2 through the City’s existing grant funding. The latter portion of the subcommittee’s work focused on the complex operations and maintenance of the Wharf, which is the basis for the final report to the City Council. These focus areas were acknowledged under the Project Charter and subcommittee’s mission statement to make recommendations to the full City Council regarding “2) Budget and resource needs to successfully operate the Wharf into the future; and 3) Policy and operational changes to optimize public safety and vitality of the Wharf.” Recommendation #1
A critical component to this work is the City’s newly drafted Extreme Weather Protocol, which developed triggers and thresholds and guides decision making and actions prior to and during storm events that may impact coastal areas in Santa Cruz. The first recommendation from the subcommittee is to complete this draft document, engage regional partners in its process and function, and train City staff appropriately in its use. Secondarily, the subcommittee recommends that City staff develop a draft policy for City Council review that includes how and when financial support may be provided to Wharf businesses following temporary closures.

Recommendation #2
The second recommendation of the subcommittee is to direct staff to develop a comprehensive accounting methodology for Wharf and beach area expenditures and revenues in line with State reporting requirements and City budgeting and strategic planning. The subcommittee received information on the City’s accounting, revenues, and expenditures associated with the Wharf as reported in the City’s Fund 104, which is a general fund but distinct from the City’s primary general fund (Fund 101). Fund 104 accounts for the revenues and expenditures for the Fire Department's Marine Safety Program, the Parks & Recreation Department's Wharf Operations, Wharf tenant lease payments, and the Public Works Department's Wharf Gate Operations. The City is a trustee of state lands that includes the Wharf and beach areas up to Natural Bridges State Park and is required by State Resources Code 6306 to submit an annual report to the Tidelands Commission providing a record of revenues received from the trust lands and all expenditures of those revenues.

Over the past several years, revenues accounted for in Fund 104 which include Wharf tenant lease payments and Wharf parking gate fees have remained relatively flat while costs have increased. The cost increases are largely driven by labor costs that include Wharf, beach and marine safety programs. In fiscal year (FY) 2025, Fund 104 will be subsidized by Fund 101 by approximately $2.5 million. Fund 104 includes beach as well as wharf expenditures and should be set up to distinguish some of the true costs of operating and maintaining the Wharf versus the costs associated with managing beaches, parking, and marine safety. This clarification would be advantageous for State reporting and for City budgeting and strategic planning.

Within the Parks & Recreation Department’s Wharf Operations (one of three activities tracked in fund 104), expenditures are divided between beach operations and Wharf operations. The Parks & Recreation Department’s estimate of the City’s cost to maintain the Wharf exclusively in FY 2025 was $1.9 million. The annual cost to maintain beaches exclusively in FY 2025 was estimated to be approximately $1.1 million.

Marine Safety, which is a critical aspect of City services and public safety, and Parking Operations are tracked as separate activities in fund 104 and do not directly contribute to

20.3 maintenance and operations of the Wharf. Future capital investments into Parking Operations and/or Marine Safety could certainly be added and considered as part of Wharf costs, however they remain distinct from Wharf operations and maintenance costs.

Fund 104 does not include revenues derived from beaches, Beach St. parking, sales tax associated with Wharf businesses, or other taxes derived directly or indirectly (i.e. hotel tax, admissions tax) from the beach area. Fund 104 also does not include costs associated with managing the City-owned leased properties, subsidies for refuse collection and other indirect costs. The full revenues and costs of the Wharf will be estimated as part of the comprehensive accounting methodology and the data will have these, among other, limitations.

Importantly, how the Wharf revenues and expenditures are accounted for is critical to inform decision making for the future. Thus, the ad hoc subcommittee’s recommendation to the City Council is to direct staff to further assess and refine Wharf accounting and financial planning.

Recommendation #3
The third recommendation from the ad hoc subcommittee is to direct staff to develop a Wharf business and operations plan that 1) prioritizes operational efficiencies and cost reductions; 2) enhances revenues; 3) establishes clear strategies for investment in the Wharf structure, infrastructure, pavement, and buildings; 4) maintains market lease rates for businesses with considerations for wharf specific conditions; and 5) establishes clear roles and responsibilities for City staff related to Wharf operations and maintenance.

Revenue enhancements for the Wharf are critical for the long-term viability of Wharf operations, maintenance, and capital investment in the structure. There are numerous strategies and options for revenue growth on the Wharf including but not limited to the following:
• Increase parking rates/fees
• Increase visitation to the Wharf through beautification, infrastructure enhancement including new public amenities and targeted marketing
• Sustained reinvestment in Wharf infrastructure and implementation of the Wharf Master Plan which includes a long-term vision for Wharf sustainability and economic resiliency • Optimize lease rates and continue to modernize agreements as older leases are renewed or retired
• Add new vending opportunities on the Wharf
Cost reductions and controls for the Wharf are critical for the long-term viability of Wharf operations, maintenance, and capital investment in the structure. Coupled with increases to revenues, cost reductions and controls are part of a comprehensive strategy for the long-term viability and sustainability of the Wharf. There are numerous strategies and options for cost controls on the Wharf including but not limited to the following:
• Modernize parking operations to reduce costs
• Prohibit large trucks on the Wharf which rapidly degrade infrastructure • Alternative maintenance models
The subcommittee recommends that staff further explore these options for revenue enhancements and cost controls for the long-term financial and operational sustainability of the Wharf.

20.4 Understanding the true Wharf-specific costs and revenues (recommendation #2) will be the first step toward strategic budget decisions and planning for the future. To the extent that the Wharf can generate positive revenue year-over-year or at least minimize any necessary subsidy from the General Fund, more funding could be set aside for capital investment program (CIP) needs. A 2014 report by Moffat & Nichol Engineering provides findings on the structure of the Wharf and recommendations for critical improvements. The 2025 Moffat & Nichol structural assessment will also provide key recommendations for maintenance and capital improvements. Additionally, the City’s Wharf Master Plan provides a vision for the future of the Wharf. Currently, little to no General Fund CIP is going toward Wharf structural improvements or investments. City staff have leveraged State grants to implement portions of the Wharf Master Plan, however these grants are for “new” additions to the Wharf and not necessarily for core maintenance needs.

Thus, the City’s interest and ability to invest in the Wharf structure and resilience is incumbent upon having CIP investment in this core City asset and attraction. That is made viable by a strong business financial and operational plan which generates greater revenue, reduces costs, and ultimately provides resources that can be invested back into the Wharf.

Finally, defining roles and responsibilities among City departments related to Wharf operations, maintenance, and long-term strategy is critical. For the sustainability and success of the Wharf in the future, participation and involvement across City departments will need to be prioritized to adequately maintain the roadway and parking areas, water lines and sprinkler systems, sanitary sewer and refuse infrastructure and long-term economic vitality of the Wharf and its businesses.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: The proposed Council action is not a “project” under CEQA because it will not cause “a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.” (Public Resources Code § 21065.)
HEALTH IN ALL POLICIES (HiAP): The Santa Cruz Wharf is the longest timber Wharf in the western hemisphere and is a historic asset in the City of Santa Cruz. The Wharf is overseen and managed by the Parks and Recreation Department in close coordination with Public Works, Fire, and Economic Development and Housing. Together, the City not only maintains the Wharf but also activates it through numerous annual events and activities ranging from Woodies on the Wharf to the Tuesday Night Live summer concert series and much more. Beyond these events, the Wharf provides unique public access to experience the Monterey Bay National Marine Sanctuary and is home to roughly twenty (20) local businesses. The Parks and Recreation Department’s mission is to “provide quality public spaces and experiences that build a healthy community, foster equity, and better the environment.” Through the implementation of this mission, the Parks and Recreation Department seeks to advance the core pillars of HiAP – health, equity, and sustainability. The work of the Ad Hoc Wharf Recovery Subcommittee will ensure that the Wharf remains vibrant well into the future and able to serve the community through both the Parks and Recreation Department mission and pillars of Health in All Policies.

Restoration of damaged sections of the Wharf will help avert public health and safety risks.

FISCAL IMPACT:

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

2. This recommendation requires a budget adjustment: No

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

20.5 Prepared and Submitted By:

Tony Elliot
Parks & Recreation Director
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. WHARF END REPAIR ALTERNATES.PDF

2. AD HOC SUBCOMMITTEE PROJECT CHARTER.PDF

20.6 2185 N. California Blvd., Suite 500
Walnut Creek, CA 94596

SANTA CRUZ WHARF - END
JOB NO. 7416/11 27 FEBRUARY 2025
20' 0' 20' 40'
1"=20'
160
165
167
170
ALT 1 - REBUILD EXISTING

REBUILD END TO ORIGINAL
APPROXIMATELY 15,200 SF
80' 190'
183
BENT NO., TYP
Alt. 1
Rough Order of Magnitude Cost
High: $11,000,000
Low: $ 8,500,000
Notes:

1. ROM costs are early estimates,
without much detail, occurring
early in the project life cycle.

Actual costs can vary +/- 50%.

2. Costs shown are based upon
the 2023 Capitola Wharf
Widening project bid results,
escalated to 2025 including
recent import tariffs.

20.7 2185 N. California Blvd., Suite 500
Walnut Creek, CA 94596

SANTA CRUZ WHARF - END
JOB NO. 7416/11 27 FEBRUARY 2025
20' 0' 20' 40'
1"=20'
160
165
167
170
ALT 2 - CUTOFF AT BENT 169

CUTOFF BEYOND
BENT 169
OPTION: REMOVE

DECKING AND LEAVE

PILES AND CAPS AS

INTERPRETIVE

ELEMENT

PEDESTRIAN AREA
END OF
WHARF
BENT NO., TYP
Alt. 2
Rough Order of Magnitude Cost
High: $310,000
Low: $240,000
Notes:

1. ROM costs are early estimates,
without much detail, occurring
early in the project life cycle.

Actual costs can vary +/- 50%.

2. Costs shown are based upon
the 2023 Capitola Wharf
Widening project bid results,
escalated to 2025 including
recent import tariffs.

20.8 2185 N. California Blvd., Suite 500
Walnut Creek, CA 94596

SANTA CRUZ WHARF - END
JOB NO. 7416/11 27 FEBRUARY 2025
20' 0' 20' 40'
1"=20'
160
165
167
170
ALT 3 - CUTOFF AT BENT 167 DEMO 60'
END OF
WHARF
BENT NO., TYP
Alt. 3
Rough Order of Magnitude Cost
High: $840,000
Low: $650,000
Notes:

1. ROM costs are early estimates,
without much detail, occurring
early in the project life cycle.

Actual costs can vary +/- 50%.

2. Costs shown are based upon
the 2023 Capitola Wharf
Widening project bid results,
escalated to 2025 including
recent import tariffs.

20.9 2185 N. California Blvd., Suite 500
Walnut Creek, CA 94596

SANTA CRUZ WHARF - END
JOB NO. 7416/11 27 FEBRUARY 2025
20' 0' 20' 40'
1"=20'
160
165
167
170
ALT 4 - TEE END
55' 80' 60' 45'

BUILD TEE END
5,200 SF
END OF
WHARF
BENT NO., TYP
Alt. 4
Rough Order of Magnitude Cost
High: $4,000,000
Low: $3,100,000
Notes:

1. ROM costs are early estimates,
without much detail, occurring
early in the project life cycle.

Actual costs can vary +/- 50%.

2. Costs shown are based upon
the 2023 Capitola Wharf
Widening project bid results,
escalated to 2025 including
recent import tariffs.

20.10 2185 N. California Blvd., Suite 500
Walnut Creek, CA 94596

SANTA CRUZ WHARF - END
JOB NO. 7416/11 27 FEBRUARY 2025
20' 0' 20' 40'
1"=20'
160
165
167
170
ALT 5 - RESTORE TO BENT 171
REBUILD END TO BENT 171
APPROXIMATELY 1,100 SF
171
END OF
WHARF
BENT NO., TYP
Alt. 5
Rough Order of Magnitude Cost
High: $870,000
Low: $670,000
Notes:

1. ROM costs are early estimates,
without much detail, occurring
early in the project life cycle.

Actual costs can vary +/- 50%.

2. Costs shown are based upon
the 2023 Capitola Wharf
Widening project bid results,
escalated to 2025 including
recent import tariffs.

20.11 Project Charter
Department of Parks & Recreation
Ad Hoc Subcommittee Project Charter.docx Page 1 of 2 7/15/2025 4:20:04 PM Project City Council Ad Hoc Sub-Committee – Santa Cruz Wharf Recovery Created By Tony Elliot Date 02/24/2025
Executive Sponsor Matt Huffaker Project Manager Tony Elliot and Bonnie Lipscomb Mission This mission of the City Council Ad Hoc Sub-Committee for the Santa Cruz Wharf Recovery is to review data and options and make recommendations to the full City Council in the following areas: 1) The near and long term structural and public access plansfor the end of the Wharf and including the Wharf Master Plan; 2) Budget and resource needs to successfully operate the Wharf into the future; and 3) Policy and operational changes to optimize public safety and vitality of the Wharf.

Process Scope - The three-member Ad-Hoc Sub-Committee and assigned staff members will meet twice per month starting in February 2024 for three (3) months (end of April 2025).

Parks and Recreation staff will coordinate meeting dates and times with the subcommittee and staff. After three months, the sub-committee and staff will be prepared with final deliverables to present to the City Council.

Objectives - Provide background to the Sub-Committee on the Wharf Master Plan and key goals to provide context on the public space at end of the Wharf and broader Wharf vision - Provide information and background for the Sub-Committee on the current operations, budget and finances of the Wharf
- Evaluate and make policy recommendations pertaining to Wharf operations, cost recovery, and ongoing investment into operations and structural improvements - Evaluate and make recommendations for the near-term recovery strategy for the end of the Wharf
- Evaluate and make recommendations on priorities for Wharf Master Plan implementation
Deliverables Output(s)
- The full City Council will have tangible strategies and recommended optionsto inform decision-making for the Wharf recovery efforts, implementation of the Wharf Master Plan, and operational needs and functions.

Outcome(s)
- The City will have clear and implementable plans for a successful Wharf recovery following the Dec. 2024 partial collapse.
- City staff will have direction on key priorities and timing pertaining to implementation of the Wharf Master Plan
- City staff will have actionable direction related to any necessary operational changes and appropriate resources to implement
Stakeholders - City Council Ad-Hoc Sub-Committee members (TBD) - City Council
- City Manager, Assistant City Manager
- Moffat & Nichol Engineering – Brad Porter
- Parks and Recreation Department - Tony Elliot, Lindsay Bass, Mike Godsy, Britt Hoberg, Jackie Trumbull, Norm Daly
- Economic Development Department – Bonnie Lipscomb, David McCormick - Public Works Department – Nathan Nguyen, Kevin Crossley - Fire Department – Rob Oatey, Meredith Albert
- Finance Department – Elizabeth Cabell or designee

20.12 Project Charter
Department of Parks & Recreation
Ad Hoc Subcommittee Project Charter.docx Page 2 of 2 7/15/2025 4:20:04 PM Team Members
with Roles and
Responsibilities
- Tony Elliot (staff lead)
- Bonnie Lipscomb, David McCormick
- Nathan Nguyen, Kevin Crossley
- Jackie Trumbull (meeting coordination and scheduling) - City Council Ad-Hoc Sub-Committee members (TBD)
Resources - Existing staff, consultants.
- Meeting rooms and/or virtual meeting platforms
- Administrative support for scheduling, reporting
Assumptions - Most, if not all, attendees will be able to attend meetings and provide valuable input - Staff will report back to the full Council in May 2025 or as soon as possible with information and/or proposals
Risks Risks include:
- Scheduling challenges with sub-committee
- Advocacy versus advisement (e.g. the sub-committee must remain objective) - Broad City financial constraints and pressures
- Lack of direct control of final fiscal year budget submittals Boundaries - Departmental and inter-divisional boundaries exist.

Communications
and Change
Management
- To the extent that policies or operational changes are necessary and recommended by the sub-committee to the full Council, City staff will need to communicate with businesses and other stakeholders to manage expectations for change management. - To the extent additional budget resources are needed, tradeoff decisions may be necessary. This may entail internal communications needs or external expectation setting with public stakeholders
Decision Making
Process
- The sub-committee will hear information and background from staff and will develop recommendations for full City Council consideration.
- Suggestions relating to operations must be assessed and feasible with available resources, otherwise new resources will be required to meet certain standards or goals
Schedule
(High Level)
- Tentative: Every other Friday at 11:00am starting Fri, Feb. 28 - Five (5) meetings total unless extended

20.13 Brittany Inclan
From: Gillian Greensite <[email protected]>
Sent: Monday, August 11, 2025 12:29 PM
To: City Council; Fred Keeley; Shebreh Kalantari-Johnson; Renee Golder; Susie O'Hara; Sonja Brunner; Scott Newsome; Gabriela Trigueiro
Subject: Santa Cruz Wharf Ad Hoc Subcommittee Final Report Dear Mayor, Vice-Mayor and Council members,
Many thanks to the sub-committee and staff for their work to tackle serious Wharf issues that are of interest and concern to the community.

I do however question the accuracy of the following entry on page 2 of the Agenda Report dated 7/15/25:

What public outreach meetings? When were they held? How were they communicated to the public? I am attentive to city issues and have never seen any posted public outreach meetings as described. Perhaps I just missed them.

I would appreciate a response to my questions. That, plus being informed of the next public outreach meeting date.

Thank you,
Gillian

20.14 City Council

AGENDA REPORT
DATE: 07/29/2025
AGENDA OF: 08/12/2025
DEPARTMENT: Parks and Recreation
SUBJECT: Santa Cruz Wharf Repairs and Recovery (PR)
LOCATION: District 4
RECOMMENDATION: Motion to:
1) Adopt a resolution approving the plans and specifications for the 2025 Santa Cruz Wharf End Interim Repair Project (c302612);
2) Authorize staff to advertise for bids and award the contract for the 2025 Santa Cruz Wharf End Interim Repair Project. The City Manager is hereby authorized and directed to execute an agreement 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; 3) Adopt a resolution approving the plans and specifications for the 2025 Santa Cruz Wharf Bent 103-104 Repair Project (c302613) and authorizing the City, via an emergency procurement, to execute contracts without formal bids for construction. The resolution further: authorizes staff to award the contract to Power Engineering Construction Company, authorizes and directs the City Manager to execute an agreement in a form approved by the City Attorney, and authorizes the Director of Parks and Recreation to execute change orders within the approved budget; 4) Adopt a resolution amending the FY 2026 budget to appropriate $1,000,000 of funds into the 2025 Santa Cruz Wharf End Interim Repair Project (c302612); 5) Adopt a resolution amending the FY 2026 budget to appropriate $500,000 of funds into the 2025 Santa Cruz Wharf Bent 103-104 Repair Project (c302613); and 6) Adopt the CEQA determination included in this agenda report finding both projects exempt under the following statutory and categorical exemptions: Public Resources Code Section 21080(b)(2) - emergency repairs to public service facilities necessary to maintain service; CEQA Guidelines Section 15301 (Existing Facilities); Section 15302 (Replacement or Reconstruction); and Section 15303 (New Construction or Conversion of Small Structures).

BACKGROUND: On December 23, 2024 approximately 180 feet ranging from Bent 171 to Bent 183 at the southernmost end of the Santa Cruz Wharf (“Wharf”) collapsed into the ocean

21.1 following an unprecedented large wave event. The collapsed section had been previously damaged in the 2023-2024 winter storms and included one of three public restroom facilities on the Wharf. At the time of the collapse, the City and its contractor, Power Engineering Construction Company (“Power Engineering”), were engaged in the 2024 Wharf Repair Project at the site.

As a follow-on to the December 23, 2024 partial collapse and temporary closing of the Wharf, the City engaged the services of Moffat & Nichol, a regional leader in coastal infrastructure engineering and long-time consulting engineer for the Wharf, to perform a series of assessments to determine the structural condition of the Wharf.

The Phase I Assessment was scoped to determine impacts to sections of the Wharf immediately adjacent to the collapsed area and also provided an initial look at the condition of the remaining Wharf from Bents 1 through Bent 167. Based on the Phase I Assessment, the City determined that Bents 1 through 167 were in a condition sufficient to allow the reopening of the Wharf to businesses and visitors on January 4, 2025.

The Phase II Assessment was a more thorough inspection and analysis of Bents 1 through 167 from the deck surface down to the waterline, and identified repairs and enhancements to the piles, caps, stringers and decking necessary to maintain the Wharf in a safe and useable condition. The City subsequently initiated near- and long-term recovery actions and planning for the Wharf which included local, state and federal interagency cooperation with respect to recovery of heavy machinery and wooden debris lost during the collapse from subsurface waters and longshore coastal areas.

In February 2025, the City Council formed the Wharf Ad-hoc Sub-committee (“Sub-committee”) to work with staff in evaluating recovery strategies for the Wharf. The Sub-committee, comprised of Vice Mayor Kalantari-Johnson, Councilmember Newsome, and Councilmember Golder, met with representatives from Parks and Recreation, Public Works, Economic Development, the Fire Department, and the City Manager’s Office to assess near-term options for repair and long-term planning alignment with the Wharf Master Plan.

The City’s long-term vision for the Wharf is guided by the Wharf Master Plan, adopted by Council in January 2024. The Wharf Master Plan provides a framework for structural reinforcement, expanded public access, economic resilience, and climate adaptation including strategies to address coastal erosion, stronger storm events, and projected sea-level rise.

DISCUSSION: 2025 Santa Cruz Wharf End Interim Repair Project: The Sub-committee reviewed five alternatives developed by Moffat & Nichol to address the damaged end of the Wharf. The sub-committee evaluated each option for cost, structural viability, alignment with the Wharf Master Plan, and flexibility for future reconstruction. After careful review, the Subcommittee recommended moving forward with Alternative #5, which restores the Wharf from Bent 167 to Bent 171 as a practical near-term solution while preserving opportunities for future visioning and potential reconstruction beyond that point.

The 2025 Santa Cruz Wharf End Interim Repair Project incorporating Alternative #5 restores Bent 167 to Bent 171 to pre-collapse condition consistent with current engineering protocols and environmental constraints, while maintaining public access and visual interests including the reestablishment of one sea lion viewing hole. Engineering design for the 2025 Santa Cruz Wharf

21.2 End Interim Repair Project has been completed, and permitting is underway in coordination with state and federal permitting agencies. Construction is tentatively scheduled to begin in November 2025 with project completion projected for March 2026. Plans and specifications can be viewed on the Parks and Recreation Department website at Significant Projects | City of Santa Cruz (https://www.cityofsantacruz.com/government/city-departments/parks-recreation/significantprojects). 2025 Santa Cruz Wharf Bent 103-104 Repair Project: The Phase II Structural Assessment identified a separate, critical repair at Bents 103 and 104 involving significant subsidence in the pedestrian walkway adjacent to Gilda’s Restaurant. Wharf staff has been monitoring the situation and subsidence has been increasing quickly, for a total subsidence of 4.5 inches. Due to the tripping risk caused by the subsidence, Wharf staff have cordoned off the area to preserve public safety.

A secondary inspection conducted in late June 2025 by Moffatt & Nichol and City staff confirmed several critical issues: missing piles, damage to stringers and caps, and resulting significant subsidence of the decking and paving atop the stringers. Additionally, the forced sewer main, which is supported under the deck adjacent to the area in question, exhibits a somewhat lesser, but equally concerning, degree of sagging or subsidence.

The Phase II assessment identified these conditions, but the pedestrian walkway's accelerated rate of subsidence is now a significant concern. Although staff currently do not expect Gilda’s Restaurant to close during the repairs to Bents 103 and 104, continued or worsening conditions could lead to damage directly under the building. This would result in greater expense and might necessitate an indeterminate closure of Gilda's while repairs are completed.

Staff have verified that the City has adequate materials - pilings, caps, stringers and decking - on hand to support both projects, resulting in project cost savings. Engineering design for the 2025 Santa Cruz Wharf Bent 103-104 Repair Project has been completed, and permitting is underway in coordination with state and federal permitting agencies. Plans and specifications can be viewed on the Parks and Recreation Department website at Significant Projects | City of Santa Cruz (https://www.cityofsantacruz.com/government/city-departments/parksrecreation/significant-projects). Construction is tentatively scheduled to begin in September 2025 with project completion projected for November 2025 based on the selection of Power Engineering Construction Company as the contractor through an emergency procurement.

An emergency procurement consistent with Santa Cruz Municipal Code § 3.08.160(2) will allow the City to move forward as quickly as possible with the 2025 Santa Cruz Wharf Bent 103-104 Repair Project. Power Engineering has a thorough understanding and familiarity with the unique design and construction of the Wharf, has extensive experience in repairing and strengthening the Wharf, and has confirmed that it is interested and available to support the City as it moves forward with the 2025 Santa Cruz Wharf Bent 103-104 Repair Project.

In the event weather conditions or permitting delays prevent safe construction during the winter months, staff may adjust the timelines for both projects accordingly to prioritize safety and structural integrity.

The estimate for the 2025 Santa Cruz Wharf End Interim Repair Project is $1,000,000.

21.3 The estimate for the 2025 Santa Cruz Wharf Bent 103-104 Repair Project is $500,000.

A budget adjustment for $1,000,000 is attached to appropriate necessary funding for the 2025 Santa Cruz Wharf End Interim Repair Project.

A budget adjustment for $500,000 is attached to appropriate necessary funding for the 2025 Santa Cruz Wharf Bent 103-104 Repair Project.

Staff also recommends adoption of the attached resolutions to give the City the best chance of attaching design immunity to both projects pursuant to Government Code section 830.6, which provides for immunity from liability when “an injury caused by the plan or design of a construction of, or an improvement to, public property where such plan or design has been approved in advance of the construction or improvement by the legislative body of the public entity . . .” (Italics added.)
The recommendation of the Sub-committee and staff is to proceed with both projects as an efficient, coordinated approach to stabilize the Wharf and preserve long-term flexibility. The Staff may return to the City Council in the coming months with additional updates on Wharf Master Plan implementation, long-term planning and outreach, and broader operational policy considerations.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION:

CEQA provides several statutory and “categorical exemptions” which are applicable to categories of projects and activities that the Lead Agency has determined generally do not pose a risk of significant impacts on the environment. The 2025 Santa Cruz Wharf End Interim Repair Project and the 2025 Bent 103-104 Repair Project consists of repairs to the damaged end of the Santa Cruz Municipal Wharf and at Bents 103-104. The projects are exempt from CEQA under Public Resources Code Section 21080, subd. (b)(2) relating to emergency repairs to public service facilities necessary to maintain service. CEQA Guidelines Section 15301, Existing Facilities (Class 1 Exemption); Section 15302, Replacement or Reconstruction (Class 2 Exemption); and Section 15303, New Construction or Conversion of New Structures (Class 3 Exemption). The projects involve the repair, maintenance, and minor alteration of an existing facility and consist of replacement and reconstruction of existing structures where the new ones will be located on the same site with the same purpose and no expansion of use. None of the exceptions to exemptions listed in CEQA Guidelines Section 15300.2 apply.

HEALTH IN ALL POLICIES (HiAP): The Santa Cruz Wharf is the longest timber Wharf in the western hemisphere and is a historic asset in the City of Santa Cruz. The Wharf is overseen and managed by the Parks and Recreation Department in close coordination with Public Works, Fire, and Economic Development and Housing. Together, the City not only maintains the Wharf but also activates it through numerous annual events and activities ranging from Woodies on the Wharf to the Tuesday Night Live summer concert series and much more. Beyond these events, the Wharf provides unique recreation opportunities and public access to experience the Monterey Bay National Marine Sanctuary and is home to roughly 20 local businesses. The Parks and Recreation Department’s mission is to “provide quality public spaces and experiences that build a healthy community, foster equity, and better the environment.” Through the implementation of this mission, the Parks and Recreation Department seeks to advance the core pillars of HiAP – health, equity, and sustainability.

21.4 FISCAL IMPACT:

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

2. This recommendation requires a budget adjustment: Yes

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: Projected total costs associated with the 2025 Santa Cruz Wharf End Interim Repair Project (c302612) are $1,000,000.00. Funding is expected as follows:

CalOES – Dec 2024 Storm (CDAA-2025-03): $750,000.00
Insurance Proceeds: $250,000.00
TOTAL: $1,000,000.00
Projected total costs associated with the 2025 Santa Cruz Wharf Bent 103-104 Repair (c302613) are $500,000.00. Funding is expected as follows:

Redevelopment Contributions: $500,000.00
TOTAL: $500,000.00
Prepared By:

Norm Daly
Parks and Recreation
Development Manager
Submitted By:

Tony Elliot
Parks and Recreation Director
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. RESOLUTION - WHARF END INTERIM REPAIR.DOCX

2. RESOLUTION - WHARF BENT 103-104 REPAIR.DOCX

3. BUDGET ADJUSTMENT - WHARF END INTERIM REPAIR.PDF

4. BUDGET ADJUSTMENT - WHARF BENT 103-104 REPAIR.PDF

21.5 RESOLUTION NO. NS-XX,XXX

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

APPROVING THE PLANS AND SPECIFICATIONS FOR THE
2025 SANTA CRUZ WHARF END INTERIM REPAIR PROJECT
SECTION 1: The City Council finds and declares as follows:

A. Moffat and Nichol has designed and prepared the plans and specifications for the 2025 Santa Cruz Wharf End Interim Repair Project (“the Project”).

B. The City Engineer has approved the completed plans and specifications for the Project.

SECTION 2: The City Council of the City of Santa Cruz does resolve as follows:

A. The City Council approves the plans and specifications for the Project.

B. The design approval set forth in this Resolution occurred before actual work on the Project construction commenced.

C. The approval granted by this Resolution conforms with the City's General Plan.

D. The City Engineer, or designee, is authorized to act on the City's behalf in approving any alterations or modifications of the Project’s design and plans.

E. The approval and authorization granted by this Resolution is intended to avail the City of the immunities set forth in Government Code §830.6.

SECTION 3: The City Clerk is directed to certify the adoption of this Resolution. SECTION 4: This Resolution will become effective immediately upon adoption.

PASSED AND ADOPTED this 12th day of August, 2025, by the following vote:

AYES:

NOES:

ABSENT:

DISQUALIFIED:

APPROVED:

Fred Keeley, Mayor
ATTEST:

Bonnie Bush, City Clerk Administrator

21.6 RESOLUTION NO. NS-XX,XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CRUZ APPROVING THE PLANS AND SPECIFICATIONS FOR THE 2025 SANTA CRUZ WHARF BENT 103-104 REPAIR PROJECT AND AUTHORIZING

THE CITY, VIA AN EMERGENCY PROCUREMENT, TO EXECUTE CONTRACTS

WITHOUT FORMAL BIDS FOR CONSTRUCTION
SECTION 1: The City Council finds and declares as follows:

A. Moffat & Nichol has designed and prepared the plans and specifications for the 2025 Santa Cruz Wharf Bent 103-104 Repair Project (“the Project”). The City Engineer has approved the completed plans and specifications for the Project.

B. Staff has been monitoring the subsidence of the pedestrian walkway adjacent to Gilda’s Restaurant at Bents 103 and 104. Subsidence has been increasing quickly, for a total subsidence of 4.5”. Due to the tripping hazard caused by the subsidence, Wharf staff have cordoned off the area to preserve public safety.

C. Staff met with Moffatt & Nichol on Tuesday, June 17, 2025 to investigate the cause of the subsidence. The inspection revealed missing piles, damage to stringers and caps, and associated effects on the decking and paving atop the stringers. In addition, the forced sewer main which hangs under the deck adjacent to the area in question exhibits a somewhat lesser but no less worrisome degree of sagging or subsidence.

D. These conditions were noted in a Phase II Assessment performed by Moffat & Nichol, and the accelerated pace of subsidence of the pedestrian walkway is cause for concern. Should the conditions continue or worsen, the possibility exists that damage could occur under the footprint of Gilda’s Restaurant leading to more expense including a possible closure of Gilda’s for an indeterminate period while repairs are made.

E. Moffatt & Nichol has opined that the Project should be completed as quickly as possible to maintain the highest degree of public safety. Staff concurs and wishes to move ahead in an expedited manner. A competitive procurement process would slow down and hamper the City’s ability to correct these exigent conditions and promptly address the imminent threat to the Wharf and to public safety that exists at this location.

F. City staff recommends that Power Engineering Construction Company (“Power Engineering”) construct the Project. Power Engineering has 38+ years of experience in complex marine and heavy civil engineering construction projects and specializes in critical underwater infrastructure work, including the rehabilitation of piers and wharves. Power Engineering has confirmed that it is interested and available to execute the Project.

21.7 G. Power Engineering has a thorough understanding and familiarity with the unique design and construction of the Wharf and has extensive experience in repairing and strengthening the Wharf, including: (1) 2022 Wharf Reinforcement Project at the site of the former Miramar Restaurant, consisting of replacement of 25 piles and associated structural elements; (2) 2023 emergency repairs after the 2023 winter storms to halt the subsidence of the Wharf decking on either side of the Dolphin Restaurant caused by the loss of piles in that area; and (3) 2024 Wharf Repair Project consisting of the replacement of 60 piles and associated structural elements.

H. This Resolution is made pursuant to Santa Cruz Municipal Code (SCMC) §

3.08.160(2), which provides that the:
“the city council may pass a resolution authorizing the execution of contracts without formal bids for construction . . . to correct emergency conditions when there exists a threat to public health, welfare, or safety . . . Such resolution shall state the facts constituting the emergency.”
SECTION 2: The City Council of the City of Santa Cruz does resolve as follows:

A. The City Council approves the plans and specifications for the Project. This design approval set forth in this Resolution occurred before actual work on the Project construction commenced. The approval granted by this Resolution conforms with the City's General Plan. The City Engineer, or designee, is authorized to act on the City's behalf in approving any alterations or modifications of the Project’s design and plans.

The approval and authorization granted by this Resolution is intended to avail the City of the immunities set forth in Government Code § 830.6.

B. City staff is authorized to move forward with the Project via an emergency procurement, consistent with SCMC § 3.08.160(2). This emergency procurement is necessary because the Project needs to be completed to “correct emergency conditions” in light of the “threat to public health, welfare, or safety” described in Section 1 of this Resolution. (SCMC § 3.08.160(2).) Staff is authorized to execute contracts for the Project without formal bids for construction, and staff is authorized to award the contract to Power Engineering Construction Company.

C. The City Manager is authorized and directed to execute an agreement in a form approved by the City Attorney, and the Director of Parks and Recreation is authorized to execute change orders within the approved budget.

SECTION 3: The City Clerk is directed to certify the adoption of this Resolution. SECTION 4: This Resolution will become effective immediately upon adoption.

21.8 PASSED AND ADOPTED this 12th day of August, 2025, by the following vote:

AYES:

NOES:

ABSENT:

DISQUALIFIED:

APPROVED:

Fred Keeley, Mayor
ATTEST:

Bonnie Bush, City Clerk Administrator

21.9 City of Santa Cruz

BUDGET ADJUSTMENT REQUEST
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REQUESTED BY DEPARTMENT HEAD

APPROVAL

BUDGET/ACCOUNTING
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FINANCE DIRECTOR

APPROVAL

CITYMANAGER

APPROVAL
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352-(&7
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TOTAL EXPENDITURE

TOTALREVENUE
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2026
07/22/2025 NS-30,XXX
The City Council Wharf Subcommittee reviewed five alternatives developed by Moffat & Nichol to address the damaged end of the Wharf.

The subcommittee evaluated each option for cost, structural viability, alignment with the Wharf Master Plan, and flexibility for future reconstruction. After careful review, the Subcommittee recommended moving forward with Alternative #5, which restores the Wharf from Bent 167 to Bent 171 as a practical near-term solution while preserving opportunities for future visioning and potential reconstruction beyond that point. The full Council approved this direction at their April 22, 2025 Regular meeting. This BA will resource a newly established Capital Improvement program (CIP) project to enable staff to implement this Council direction. 311-30-41-9220-43227 c302612-250-2270-0164 2025 SC Wharf End Interim Repair Project (CalOES) 750,000 311-30-41-9220-46923 c302612-493-5025-0 2025 SC Wharf End Interim Repair Project (Insurance Proceeds) 250,000 1,000,000
311-30-41-9220-57303 c302612-100-2020-0 2025 SC Wharf End Interim Repair Project (Wharf Facilities) 1,000,000 1,000,000
0 Lindsay
Bass
Digitally signed
by Lindsay Bass
Date: 2025.07.22
15:23:02 -07'00'
Anthony Elliot
Digitally signed
by Anthony Elliot
Date: 2025.07.22
17:02:34 -07'00'
Digitally signed
by Emily Burton
Date: 2025.07.24
'08:10:51 -07'00 21.10
City of Santa Cruz

BUDGET ADJUSTMENT REQUEST
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25EXPENDITURE ACCOUNT TITLE
NET: $

REQUESTED BY DEPARTMENT HEAD

APPROVAL

BUDGET/ACCOUNTING
5(9,(:('

FINANCE DIRECTOR

APPROVAL

CITYMANAGER

APPROVAL
5HVR

352-(&7
352-(&7
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$02817
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TOTAL EXPENDITURE

TOTALREVENUE
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Clear Form
2026
07/22/2025 NS-30,XXX
The Phase II Wharf Structural Assessment identified a separate, critical repair at Bents 103 and 104 involving significant subsidence in the pedestrian walkway adjacent to Gilda’s Restaurant. Wharf staff has been monitoring the situation and within the last three weeks the subsidence has increased by approximately 1.5- 2.0 inches for a total subsidence of 4.5 inches.

A secondary inspection conducted in late June 2025 by Moffatt & Nichol and City staff confirmed several critical issues: missing piles, damage to stringers and caps, and resulting significant subsidence of the decking and paving atop the stringers. The sewer main for all Wharf businesses is impacted by the subsidence.

Engineering design for the 2025 Santa Cruz Wharf Bent 103-104 Repair Project has been completed, and permitting is underway in coordination with state and federal permitting agencies. 311-30-41-9220-43353 c302613-509-5099-0 2025 SC Wharf Bent 103-104 Emergency Repair 500,000 (Redevelopment contributions)
500,000
311-30-41-9220-57303 c302613-100-2020-0 2025 SC Wharf Bent 103-104 Emergency Repair (Wharf Facilities) 500,000 311-51-80-9990-57390 c512501-100-2020-0 Wharf Rehabilitation Projects (Other infrastructure) -500,000 0 500,000
Lindsay
Bass
Digitally signed
by Lindsay Bass
Date: 2025.07.22
15:20:48 -07'00'
Anthony Elliot
Digitally signed
by Anthony Elliot
Date: 2025.07.22
17:02:56 -07'00'
Digitally signed
by Emily Burton
Date: 2025.07.24
'08:09:34 -07'00
Elizabet
h Cabell
Digitally signed by
Elizabeth Cabell
Date: 2025.07.24
09:40:13 -07'00' 21.11
City Council

AGENDA REPORT
DATE: 07/22/2025
AGENDA OF: 08/12/2025
DEPARTMENT: Parks and Recreation
SUBJECT: Placement of a Memorial Marker in Honor of Umpire Jay Luich at DeLaveaga Park (PR)
LOCATION: District 1
RECOMMENDATION: Motion to approve the installation of a memorial marker to be located at lower DeLaveaga Park in honor of Jay Luich, a longtime recreation sports referee and umpire.

BACKGROUND: Members of the community have requested the placement of a memorial marker at lower DeLaveaga Park to commemorate and honor the lifelong contributions of Jay Luich, a dedicated umpire and referee who served the City’s recreational sports community for over 40 years.

At their June 9, 2025, meeting, the Parks and Recreation Commission, in a (4-0 vote, with three noted absences), recommended approval of this proposal, recognizing Jay Luich’s outstanding service, firm sportsmanship, and the enduring positive impact he has made on generations of community athletes and residents.

The memorial marker would be placed in a prominent location near the baseball and softball fields, where Jay spent countless hours officiating games that brought the community together.

DISCUSSION: Jay Luich began his career as a referee and umpire in the City’s recreational leagues over four decades ago. Throughout this time, he became a familiar and respected presence at local ball fields and recreation centers throughout the City. His commitment extended well beyond officiating; Jay served as a mentor to new umpires, supported youth athletics, and fostered an environment of fairness and mutual respect.

Jay’s influence was felt not only in his expert application of the rules, but also in his calm demeanor and respectful conduct from players of all ages and skill levels. His ability to bridge differences and maintain high standards was integral to the positive culture of local recreational sports.

Jay Luich’s steady presence on the field became a touchstone for sportsmanship and community spirit. Players, team managers, and community members alike recall his ability to defuse tense moments with calm authority.

22.1 By dedicating a memorial marker at lower DeLaveaga Park, the City will not only honor Jay Luich’s legacy but also reinforce the values of fairness, respect, and community involvement.

This marker will serve as an enduring reminder of one individual’s positive influence through decades of quiet leadership and service.

Per Council Policy 7.3, the Director of Parks and Recreation shall receive an application, in the form of a written request, with justification to aid in consideration of the proposal.

Additionally, the following criteria apply:
“A. Permanent statues, monuments, plaques, or other memorials may be erected, placed or installed on City property to honor:
(1) Persons or groups that have a long-standing association with the facility or community.
(2) Persons or groups for which a facility has been named. (3) A historical event of significance to the facility or community. (4) A person, family, or organization which has contributed significantly to the facility or community.
(5) A person or group which has achieved significant recognition historically on the city, state, national or international level; or
(6) A person or group which has made a significant contribution to the City by:
a. Enhancing the quality of life and well-being of the City b. Contributing to the historical or cultural preservation of the City c. Contributing toward the acquisition, development or conveyance of land or building d. Making exemplary or meritorious contributions to the City B. Any person for whom a memorial is erected or installed must have been deceased for at least one (1) year and have been a resident of the City of Santa Cruz.” (Council Policy 7.3.) Mr. Luich’s career exemplifies commitment, integrity, and service. Recognizing him with a memorial marker is a fitting tribute to a remarkable individual whose positive influence will be felt for years to come. Approval of this recommendation will celebrate Jay’s lifelong dedication and inspire future generations to uphold his legacy of community involvement and sportsmanship.

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

HEALTH IN ALL POLICIES (HiAP): Consideration of this item for Health in all Policies (HiAP) lies under the pillar of equitable outcomes to improve the social and physical well-being of the community through the nexus of sports and play. Access to affordable outdoor play and the dedication of public servants has a positive effect on well-being. The dedication of a memorial marker to a member of the community spent countless hours in service to play exemplifies access to healthy activities.

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

22.2 FISCAL IMPACT DESCRIPTION: The Parks and Recreation Department proposes covering the cost of the memorial marker and installation through donations in support of the program. No additional funding allocation is anticipated.

Prepared By:

Tremain Hedden-Jones
Superintendent of Recreation
Submitted By:

Tony Elliot
Director of Parks and
Recreation
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. PROPOSED LOCATION.PDF

2. COMMUNITY LETTER OF SUPPORT.PDF

3. COUNCIL POLICY 7.3.PDF

22.3 Proposed
Location
Jay Luich Memorial Marker

22.4 Jay Luich Memorial Marker

22.5 22.6

22.7 22.8

22.9 COUNCIL POLICY 7.3
POLICY TITLE: MEMORIALS ON CITY PROPERTY
POLICY STATEMENT:

The purpose of this article is to establish guidelines and procedures to be used when statues, monuments, plaques, or other memorials are erected or installed on City property in remembrance of a person or persons or historical event.

A. Permanent statues, monuments, plaques, or other memorials may be erected, placed or installed on City property to honor:
(1) Persons or groups that have a long standing association with the facility or community;
(2) Persons or groups for which a facility has been named; (3) A historical event of significance to the facility or community; (4) A person, family, or organization which has contributed significantly to the facility or community;
(5) A person or group which has achieved significant recognition historically on the city, state, national or international level; or (6) A person or group which has made a significant contribution to the City by:
a. Enhancing the quality of life and well-being of the City b. Contributing to the historical or cultural preservation of the City c. Contributing toward the acquisition, development or conveyance of land or building
d. Making exemplary or meritorious contributions to the City B. Any person for whom a memorial is erected or installed must have been deceased at least one (1) year, and have been a resident of the City Santa Cruz.

PROCEDURE:

Each application will be considered on a case-by-case basis. Applicant(s) shall submit a written request to the corresponding Department Director, with justification to aid in considering the proposal. The proposal shall be placed on the appropriate Advisory Body agenda (if required), allowing appropriate time for review by the Advisory Body, and to publicize and receive input from the public at the Advisory Body meeting. The Advisory Body’s recommendation will be forwarded to the City Council for final determination.

AUTHORIZATION:

Motion: October 28, 2008

22.10 Brittany Inclan
From: Ben Lackey <[email protected]>
Sent: Thursday, August 7, 2025 7:42 PM
To: City Council
Subject: Fwd: Jay Luich Memorial Marker - City Council Item #22 - 8/12 City council members,
Give the man his plaque.

Ben Lackey
Sent from my iPhone
Begin forwarded message:

From: Nicholas Tanza <[email protected]>
Date: August 7, 2025 at 5:18:53 PM MST
Subject: Jay Luich Memorial Marker - City Council Item #22 - 8/12

Hi Softball Players,
City Council will be hearing a proposal on Tuesday (August 12) to create a memorial marker at DeLaveaga Park for Jay Luich (longtime softball umpire) who passed away last September.

Attached is the item from the council packet. For transparency’s sake the full agenda packet can be viewed here.

The item is on the consent agenda, but the public is able to make comment on the item. My best guess is public comment for consent items will happen around 3:00 – 3:15pm.

There are two options to show support for the item. One, is to show up in person and provide a quick statement about the importance of this item. Two, is to email [email protected] with a brief statement of support.

Please let me know if there are any questions.

Nick Tanza
Recreation Coordinator
City of Santa Cruz | Parks and Recreation | Sports and Beaches 323 Church Street, Santa Cruz, CA 95060
Direct: 831-420-5267
Email: [email protected]
Web: cityofsantacruz.com

22.11 m

m
m
V

22.12 Brittany Inclan
From: Thomas Albrecht <[email protected]>
Sent: Monday, August 11, 2025 1:04 PM
To: City Council
Subject: Jay Luich Memorial Marker
Hi City Council,
I'm in support of a memorial marker for Jay Luich at DeLaveaga park. Jay was a character and will be missed. Adding a memorial marker at DeLa for Jay feels like the right thing to do because of his years of involvement with the league.

Thanks for the consideration.

Thomas Albrecht
--
[email protected]
(831) 332-2269
CSLB #994169

22.13 City Council

AGENDA REPORT
DATE: 07/22/2025
AGENDA OF: 08/12/2025
DEPARTMENT: Parks and Recreation
SUBJECT: Dissolution of Sister City Status with Puerto La Cruz, Venezuela (PR) LOCATION: Citywide
RECOMMENDATION: Resolution to 1) officially dissolve the formal sister city relationship between Puerto La Cruz, Venezuela and Santa Cruz, California; 2) rescind Resolution No. NS8246 that authorized the original relationship; and 3) designate the relationship with Puerto La Cruz as "Emeritus."
BACKGROUND: Since its formal inception in early 1966, the sister city relationship between Santa Cruz, CA and Puerto la Cruz, Venezuela has fostered mutual understanding, cultural exchange, and a spirit of international friendship. Over the years, the partnership has enabled several educational exchanges, community projects, and public celebrations honoring the shared commitment of both cities to global citizenship.

Nonetheless, the changing political and social environment in Venezuela over the past decade has presented substantial challenges. Increasing governmental restrictions, economic instability, and limitations on communication have significantly hindered both routine and special collaborative efforts. Despite the best intentions of both Santa Cruz and Puerto la Cruz, these circumstances have made it increasingly difficult to sustain a productive and active sister city relationship.

In April of 2022, City Council approved a revised Friendship and Sister City Adoption Policy (Policy), which outlined statuses for sister city relationships that lose activity and interests over time.

The Sister Cities Committee (Committee), at its regular meeting on May 13, 2024, discussed the status of the current relationship with its counterparts in Puerto La Cruz, Venezuela. The Committee recalled the establishment of the Puerto La Cruz relationship in 1966 (Resolution No.

NS-8246) and recognized the importance of the past relationship to the City, as it is the oldest sister city to Santa Cruz. However, the Committee noted the lapse in communication between authorities and citizens of Puerto La Cruz for the last several years.

DISCUSSION: The Committee has convened multiple times throughout the past year to discuss the viability and sustainability of the partnership with Puerto la Cruz. Members of the committee

23.1 unanimously recognized the enduring value of the relationship and expressed deep appreciation for the positive impact it has had on participants from both cities. Committee members cited past exchanges, long-standing friendships, and the cultural enrichment that resulted from decades of cooperation.

However, the Committee also acknowledged that persistent political and logistical barriers have led to a decline in joint activities and meaningful communication. Efforts at revitalizing the relationship have not succeeded due to factors beyond the control of either city.

After thoughtful deliberation, the Committee recommends to the City Council that Santa Cruz dissolve the formal sister city relationship with Puerto la Cruz and grant it emeritus status. This status would honor the historic connection and create opportunities for future re-engagement, should circumstances allow.

Puerto La Cruz, Venezuela
The city of Puerto la Cruz, Venezuela is a manufacturing city that borders a large national park.

There are several tourist attractions, such as an established fishing marina and curated daily excursions to regional parks surrounding the area. Puerto La Cruz is also developing infrastructure at an incredible pace to include shopping and commercial districts as international banks station their reginal headquarters in the city.

As of May 13, 2024, the US State Department has listed a Level 4 Travel Advisory (do not travel) for Puerto La Cruz. Additionally, the State Department has characterized diplomatic relations as, “the United States established diplomatic relations with Venezuela in 1835. While the U.S.-Venezuelan bilateral relationship has been strained in recent years, the United States maintains a strong and respectful relationship with the Venezuelan people. The United States supports an inclusive dialogue process and the restoration of democracy in Venezuela through inclusive and competitive elections, and a return to economic stability and security. The United States welcomed the October 2023 signing of an electoral roadmap agreement between the Unitary Platform and representatives of Nicolás Maduro that commits both parties to carrying out fair and competitive elections in the second half of 2024. This is a concrete step toward the resolution of Venezuela’s political, economic, and humanitarian crisis” (US Department of State, 2024).

Inactive Status
For at least the past seven (7) years, the Puerto La Cruz Committee, a subcommittee of the Santa Cruz Sister Cities Committee, has not had significant contact with their counterparts in Venezuela. This period of inactivity with Puerto La Cruz led to the full Committee to designate the relationship between both cities as being “inactive.” Per the bylaws and Policy, a courtesy notification was provided to City Council via email from Parks and Recreation Director Tony Elliot.

It should be noted that inactive status can also be determined if there are other extenuating circumstances that make it advisable or necessary to remove immediate ties to the city in question.

Pursuant to the Policy, the next status that an inactive sister city would move into before full dissolution would be that of emeritus status. Sister cities for which there have not been any significant interaction for a total of five (5) years, or which have been in inactive status for at

23.2 least two (2) years, or if there are other extenuating circumstances that make emeritus status advisable, can be considered for formal emeritus status. At its May 13, 2024, meeting, the Committee voted to recommend that the City Council formally change the status of the relationship with Puerto La Cruz from inactive to emeritus in a 6-0 vote with one (1) absence.

Correspondence
Per protocol, the Committee, in coordination with Mayor Keeley’s office, drafted and sent an official letter to the Mayor of Puerto la Cruz dated March 10, 2025 (Puerto La Cruz Letter 03112025). The letter expressed gratitude for the years of friendship and collaboration, explained the reasons for the proposed dissolution, and conveyed Santa Cruz’s sincere hope for renewed partnership in the future, respecting the legacy of mutual goodwill. Additionally, the letter conveyed the conclusion of the sister city relationship. To date, the City has not received an official or unofficial response to the mayoral letter.

Reflection on the Relationship
Both Santa Cruz and Puerto la Cruz have benefited immensely from their decades-long alliance.

The relationship has been defined by warmth, respect, and a shared sense of purpose, serving as a bridge between communities and enriching the lives of countless residents. While recent political developments in Venezuela have created obstacles to continued active cooperation, the spirit of international friendship remains undiminished.

Recognizing the valuable legacy of partnership and the realities of the current political landscape, staff and committee members affirm their hope that conditions may someday permit renewal of active engagement. In the meantime, granting Puerto la Cruz emeritus status ensures that the connection between the two cities is honored and remembered.

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

HEALTH IN ALL POLICIES (HiAP): The Sister Cities Committee and program support the City’s Health in All Policies framework by focusing on building equitable relationships with residents across the globe. These person-to-person connections foster mutual respect and can set the foundation for positive change in improving quality of life through cultural exchange.

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:

Tremain Hedden-Jones
Superintendent of Recreation
Submitted By:

Tony Elliot
Director of Parks &
Recreation
Approved By:

Matt Huffaker
City Manager

23.3 ATTACHMENTS:

1. RESOLUTION.DOC

2. FRIENDSHIP AND SISTER CITY ADOPTION POLICY.PDF

3. RESOLUTION NO. NS-8246.PDF

4. PUERTO LA CRUZ LETTER (ENGLISH).PDF

5. PUERTO LA CRUZ LETTER (SPANISH).PDF

23.4 RESOLUTION NO. NS-30,XXX

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

THE PAST SISTER CITY RELATIONSHIP WITH PUERTO LA CRUZ, VENEZUELA, CELEBRATING THE POSITIVE FRIENDSHIP FOR NEARLY 60 YEARS, OFFICIALLY

ENDING THE RELATIONSHIP BY PLACING THE STATUS INTO EMERITUS, AND RESCINDING RESOLUTION NO. NS-8246
WHEREAS, the City of Santa Cruz and the City of Puerto La Cruz, Venezuela, established a sister city relationship in 1966, fostering mutual understanding, cultural exchange, and friendship between our communities; and
WHEREAS, over the past 60 years, this relationship has resulted in numerous positive exchanges, including cultural, educational, and economic collaborations that have enriched the lives of citizens in both cities; and
WHEREAS, the City of Santa Cruz deeply values the bonds of friendship and cooperation that have been built with the City of Puerto La Cruz and acknowledges the significant contributions made by individuals and organizations in both cities to sustain this relationship; and WHEREAS, the City Council of Santa Cruz recognizes that the time has come to transition the status of this sister city relationship to emeritus, reflecting the enduring legacy of our partnership while acknowledging the evolving priorities and resources of our community.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Cruz as follows:

Section 1. The City of Santa Cruz expresses its heartfelt gratitude to the citizens, officials, and organizations of Puerto La Cruz for their friendship, collaboration, and contributions over the past six decades.

Section 2. The City of Santa Cruz officially ends the active sister city relationship with the City of Puerto La Cruz by rescinding Resolution NS-8246 and places the status into emeritus, honoring the historical significance and lasting impact of our partnership.

Section 3. The City of Santa Cruz commits to maintaining the spirit of international friendship and cultural exchange with its other sister cities, which has been the hallmark of our sister city relationship with Puerto La Cruz.

23.5 PASSED AND ADOPTED this 12th day of August, 2025, by the following vote:

AYES:

NOES:

ABSENT:

DISQUALIFIED:

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

23.6 A Policy of the Sister Cities Committee of the City of Santa Cruz 1 Friendship and Sister City Adoption Policy
Sharing experiences and knowledge between the City of Santa Cruz and its Friendship and Sister Cities is a source of mutual enrichment. Successful Friendship and Sister City relationships promote peace and understanding by fostering mutual respect and cooperation between individuals and communities. They enhance the quality of life for citizens of both cities.

The intent of this document is to define the circumstances, criteria, and processes to nominate and adopt Friendship Cities and recommend to the Santa Cruz City Council the adoption of Sister Cities.

Additionally, a process to reconsider existing relationships is outlined.

Mission and Purpose
The City of Santa Cruz desires to establish relationships with towns and localities abroad to provide opportunities to build friendships, learn about other cultures, and foster international understanding. To this end, the City of Santa Cruz has established the Santa Cruz Sister Cities Committee (“Committee”), a volunteer group of ordinary citizens who, with the support of local elected officials and local organizations, form long-term relationships with people and organizations in cities abroad. Through people-to- people relationships, the Committee pursues activities and exchanges in thematic areas that are important to both communities, including municipal, business, trade, educational, and cultural exchanges.

I. Defining Friendship and Sister Cities
A. A Friendship City is a designated relationship, where both cities have the opportunity to explore the potential for becoming Sister Cities. Both cities enter into anagreement to develop and strengthen relationships through a variety of activities, including but not limited to:
• Youth programs/exchanges
• Visitor exchanges
• Cultural and business exchanges
• School affiliations/pen pals (adult & children)
• Humanitarian projects
B. A Sister City relationship is a broad-based, long-term partnership between two communities in two countries. This relationship is officially recognized after the mayor or highest elected official or (or if elections do not take place, the highest appointed official) from both communities sign an agreement. A city can have multiple Sister Cities, with community involvement by volunteers, civic organizations, nonprofits, municipal governments, the private sector, and others. Exchange possibilities are as described above for Friendship Cities.

II. Friendship and Sister City Selection Criteria & Process A. Selection Criteria:

Friendship and Sister Cities should ideally meet three sets of criteria:
• Criteria related to structural similarities associated with compatibility; • Pre-existing or easily developed constituencies; and
• Geographic balance. 23.7
A Policy of the Sister Cities Committee of the City of Santa Cruz Friendship and Sister City Adoption Policy

Page 2 of 8 ends

These criteria are described below.

1. Structural Similarities:

Potential Friendship and Sister Cities should ideally share certain structural commonalities with the City of Santa Cruz to better ensure compatibility and hence the circumstances needed for a long-lived and thriving relationship.

These structural criteria include:
• Population size
• Key industries
• Geographic characteristics
• Institutions of higher learning
• Similar values, such as tolerance and respect for the environment • Similar goals for their Sister Cities program
For the City of Santa Cruz, a comparable city would be a university town of about 60,000 people located near the ocean or other large body of water with a municipal wharf or working harbor and served principally by tourism, technology, and agricultural industries.

While successful relationships are based, in part, on shared experiences that derive from structural similarities, the City of Santa Cruz should not insist on an exact match. In evaluating structural criteria, the Committee should look for cities that share most, or all, of the above criteria.

2. Existing or easily developed constituencies:

The City of Santa Cruz should enter into Friendship and Sister City relationships only with cities for which community support exists or can readily be developed.

Support can take many forms. For example:
• Expatriate and ethnic ties
• Art and cultural relationships and exchanges
• Educational linkages, including alumni ties
• Service organization activities
• Economic and business relationships
• Youth organization activities
In choosing a Friendship or Sister City, the Committee should take cognizance of the number, variety, and depth of relationships between the City of Santa Cruz and that city that already exist and the level of community support in both cities for the relationship. The more existing ties, the stronger the relationship will likely prove to be and the greater the likelihood that relationship will successfully transition to, or be, a Sister City. In the absence of a preexisting base, the potential to develop a broad base of community support can and should be considered. However, given that the Santa Cruz Sister Cities Committee is a volunteer organization, the Committee should give preference to cities which already have local constituencies and community support in both cities. The Committee should avoid entering into Friendship or Sister City relationships with cities where it will be difficult to develop support among the community and the burden of such support will fall primarily on the Committee members.

23.8 A Policy of the Sister Cities Committee of the City of Santa Cruz Friendship and Sister City Adoption Policy

Page 3 of 8 ends

3. Geographic Balance:

The Committee should seek geographic balance for its Friendship Cities. Ideally, selected cities should be spread out across the globe rather than clustered in one geographic region. Currently, the City of Santa Cruz has Sister and Friendship Cities dispersed as follows:

I. North/Central America:
• Jinotepe, Nicaragua
II. South America:
• Puerto la Cruz, Venezuela
III. Europe:
• Sestri Levante, Italy
• Alushta, Crimean Peninsula
• Biarritz, France
IV. Africa:
• None currently
V. Oceania
• None currently
VI. Asia:
• Shingu, Japan
Future Friendship and Sister Cities would ideally be located in South America, Africa, and/or Oceania for geographic balance and a truly global network.

B. Process for Adding a Friendship City:

The Santa Cruz Sister Cities Committee will frequently be faced with requests to establish Sister City relationships with cities abroad. As a rule, the Committee should seek to preserve quality over quantity. Committee members’ time and energy are limited, and should be focused on preserving, deepening, and expanding already existing Sister City and Friendship City relationships. However, excellent matches will come along, and the Committee should be prepared to identify them. The following process will help the Committee do so.

1. Upon receiving a request to establish a Friendship or Sister City relationship, the Committee shall seek a volunteer champion from the Committee membership to actively shepherd the request through the Committee’s process.

The champion will be a volunteer position only—neither the Chair nor the Committee can name a champion who has not volunteered. If such a volunteer is not identified from the Committee membership, the Friendship or Sister City request will not proceed. The Parks and Recreation staff liaison cannot fulfill this responsibility.

2. Requests for establishing Friendship or Sister City relationships may originate from other cities, members of the public, or Committee members.

3. When possible, Santa Cruz and the candidate Friendship/Sister City should exchange delegations or have other social or community exchanges prior to a formal designation in order to explore and determine all initial exchange possibilities.

23.9 A Policy of the Sister Cities Committee of the City of Santa Cruz Friendship and Sister City Adoption Policy

Page 4 of 8 ends

4. Prior to adoption as a Friendship City, the champion will prepare a written report for the Committee to include:
a. A profile of the city under consideration that details the structural characteristics of the city (population size, geographic location, presence of universities, key industries). Moreover, the profile should also detail the languages spoken in the area, give a brief introduction to the structure of the local government, provide a short history of the area, and describe any logistical challenges to travelling to and from the city under consideration.
b. A profile of the existing or likely constituencies for the Friendship City candidate in Santa Cruz.
c. A profile of the existing or likely constituencies in the city under consideration.
d. A description of potential focus areas for activities and exchanges with the Friendship City candidate, including a delineation of those potential activities and exchanges. This section of the report should describe how entering into a Friendship City relationship will benefit both cities. e. Once the report is complete, the champion will request the staff liaison and/or Committee Chair to put the report’s delivery on the next Committee agenda and formally notify the City Council of this proposal. f. At a subsequent Committee meeting, the Committee will vote on whether or not to adopt the candidate city as a Friendship City; provided, that, if the City Council objects to such designation within 45 days of notification, the city will not become a Friendship City.

C. Capacity

1. Ceiling:

There can be a maximum of two (2) Friendship Cities at a time.

2. Length of Friendship City Status:

The default is that Friendship City status runs for a two-year term.

3. Possibility of Extending or Shortening Term:

The Committee at its option may extend the Friendship City status for an additional year or may decide to consider a transition to Sister City status before the completion of a Friendship City term.

4. Informal Relationship:

It is intended that Friendship City status be informal and need not be reported to Sister Cities International.

23.10 A Policy of the Sister Cities Committee of the City of Santa Cruz Friendship and Sister City Adoption Policy

Page 5 of 8 ends

III. Sister City Selection Criteria & Process Selection Criteria Before the conclusion of the Friendship City term, the city may be advanced to candidacy for Sister City status based on the totality of community and Committee support for such advancement and the interest expressed by the Friendship City in becoming a Sister City. It is expected but not required that a city will be a Friendship City prior to adoption as a Sister City and that, in addition to the criteria detailed in Section II, to become a Sister City a city will meet the following additional criterion:

1. At least one bilateral exchange of delegations has occurred after Friendship City status had been granted. That is, a delegation from the friendship city will have visited Santa Cruz, and a delegation from Santa Cruz will have visited the Friendship City, or at least two virtual “visits” or exchanges will have occurred.

2. One or more participating Committee members will have done the following:
a. Presented to the full Committee before a delegation departs or a virtual meeting occurs an outline of what they hope to learn and accomplish from the delegation or exchange.
b. Solicited questions from Committee members to be investigated during the delegation or exchange.
c. Reported their findings to the Committee and made
recommendations.

A. Process:

Based on the above criterion the Committee may consider recommending a city to the City Council for Sister City status. While the city is being considered for Sister City status, its Friendship City status will be automatically renewed until the process is completed.

The process for granting Sister City status is as follows:

1. Prior to the end of any Friendship City term, the chair of the subcommittee for the Friendship City seeking Sister City status will prepare a report, and deliver the report to the staff liaison and/or Committee Chair for provision to the Committee, that informs the members of the Santa Cruz Sister Cities Committee of the current scope of the relationship and its potential for growth. The report will contain at a minimum the following information:
a. A profile of the city under consideration that details the structural characteristics of the city (population size, geographic location, presence of universities, key industries). Moreover, the profile should also detail the languages spoken in the area, give a brief introduction to the structure of thelocal government, provide a short history of the area, and describe any logistical challenges to travelling to and from the city under consideration.
b. A detailed profile of the existing constituencies for the sister city candidate inSanta Cruz. A profile of likely future constituencies should also be provided ifthe subcommittee intends to involve more segments of the community in the relationship.

23.11 A Policy of the Sister Cities Committee of the City of Santa Cruz Friendship and Sister City Adoption Policy

Page 6 of 8 ends

c. A detailed profile of the existing constituencies for making Santa Cruz a sister city in the city under consideration. A profile of likely future constituencies should also be provided if the subcommittee knows of it counterpart’s plans to expand the relationship to other communities in the candidate city or if the subcommittee has plans to reach out to other community groups in the candidate city.
d. A description of the activities and exchanges that have occurred already involving the sister city candidate. This section should not only include a description of the inbound and outbound delegations, but also descriptionsof other activities and exchanges in which the two cities have engaged.
e. A description of the activities and exchanges that are anticipated for the next five years. With regard to exchanges, the five-year plan should provide a realistic description of their type, frequency, and method. f. A description of how a permanent relationship will be of mutual benefit. g. A recommendation for or against Sister City status.

1. At the same time the report is delivered, the chair of the subcommittee will request the staff liaison and/or Committee Chair to put the status of the city on the next Committee agenda.

2. The Committee will hear and discuss the report at the next Committee meeting if possible and may either vote on whether to recommend to the City Council to advance the city to Sister City status, may request further information or may determine to hold such vote at a subsequent Committee meeting.

3. If not previously voted on, at a subsequent committee meeting, the Committee will vote on whether to recommend to the City Council to advance that city to Sister City status.

4. In the event the Committee votes to recommend to the City Council to advance a city to Sister City status, the Committee Chair or subcommittee chair (or other designated Committee member) will notify the City Council of such vote and will be responsible for working with the City Council to advance the candidacy of the city. If the City Council votes in favor of making the City a Sister City, the subcommittee chair (or other designated Committee member) will be responsible for (i) putting in place a formal agreement between the City of Santa Cruz and the Sister City which must be signed by the mayor or other highest elected official (or if no election, the highest appointed official) of both cities and (ii) forwarding such agreement to Sister Cities International.

5. In the event the Committee or the City Council votes not to advance a city to Sister City status, then any Friendship City status will expire at the end of the original term (or earlier if so voted by the Committee) and the city no longer will be a Friendship City. If such Friendship City status has been reported to Sister Cities International, the Chair or subcommittee chair shall notify Sister Cities

23.12 A Policy of the Sister Cities Committee of the City of Santa Cruz Friendship and Sister City Adoption Policy

Page 7 of 8 ends

International of the termination of the Friendship City status.

IV. Active, Inactive, and Emeritus Sister Cities
A. The activity level of our relationships will vary:

While active relationships with all Sister Cities would be ideal, the reality is that some relationships will become dormant. To deal with this situation, the Santa Cruz Sister Cities Committee needs a mechanism for distinguishing between active and inactive relationships. Sister Cities International has such a mechanism: inactive sister cities can be formally transitioned to an emeritus status or Sister City status can be terminated.

B. “Inactive” Status.

For our Committee’s purposes, an intermediate step between active and emeritus is added: “Inactive” status. This step would be an informal inactive status which Sister Cities International would not be informed about. It would be for our Committee’s use only. In practice, the Committee should deem those Sister Cities for which there have been no or very limited interactions for 3 years to be Inactive. The Committee may also deem a city to be Inactive if there are other extenuating circumstances that make Inactive status advisable or necessary. All cities that are deemed Inactive can be managed by one Committee member who will report on the status of the relationship at least once per year or more frequently if significant interactions are restarted or the extenuating circumstances no longer apply. Once made Inactive, a city can return to active status, but until then, they will be less of an administrative burden on the Committee.

C. Website.

In distinguishing between active and Inactive Sister Cities, the Committee’s online presence (City website, Facebook page) can list the active relationships as our Sister Cities and include a section mentioning our Inactive Sister Cities. By doing so, the Committee can identify its active relationships while also ensuring that Inactive cities remain visible to the community for those who might be inspired to help us restore these dormant relationships. The website also may, but is not required to, list cities that are in Friendship City or Emeritus status.

D. Emeritus Status.

Sister Cities for which there have not been any significant interaction for a total of five years, or which have been in Inactive status for at least two years, or if there are other extenuating circumstances that make Emeritus status advisable, can be considered for formal emeritus status. The Committee periodically should evaluate whether to recommend to the City Council to place any Sister City which meets such criteria into Emeritus status.

1. In the event the Committee votes to recommend to the City Council to place a Sister City into Emeritus status, the Committee Chair or subcommittee chair (or other designated Committee member) will notify the City Council of such vote and will be responsible for working with the City Council to place such Sister City into Emeritus status, including obtaining a letter from the mayor or highest elected official of Santa Cruz to the Sister City indicating that Santa Cruz considers the relationship dormant and wishes to change its status to Emeritus. In such case, a copy of such letter will be sent to Sister Cities International to inform of this change in status.

23.13 A Policy of the Sister Cities Committee of the City of Santa Cruz Friendship and Sister City Adoption Policy

Page 8 of 8 ends

2. In the event the Committee or City Council votes not to place such Sister City into Emeritus status, the Sister City will continue to be a Sister City.

E. Re-Evaluation of Emeritus Status.

While a Sister City is in Emeritus status, the Committee periodically may evaluate whether that Sister City should remain in Emeritus status or alternatively should be removed from Emeritus status because either (1) the Committee votes to revive the Sister City relationship or (2) the Committee votes to terminate the Sister Cities status entirely.

1. In the event the Committee votes either to revive or terminate the relationship, the Committee will designate a Committee member to work with the City Council either to revive such relationship or to terminate it respectively, including obtaining a letter from the mayor or highest elected official of Santa Cruz to the Sister City indicating that Santa Cruz wishes to end the emeritus relationship and either revive the Sister City relationship or terminate it respectively. In either event, the Chair or subcommittee chair shall notify Sister Cities International of the revival or termination (if required to so notify) of the Emeritus Sister City status.

2. In the event the Committee or City Council votes not to change a city’s Emeritus status, the city will continue to be an Emeritus Sister City.

Last revised by City Council:

April 26, 2022
March 22, 2016
ATTEST:

X
Tremain Hedden-Jones
Secretary to the Committee

23.14 ABSENT: Councilmen: None
ATTEST
APPROVED,///klimpir /
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MA
42-
RESOLUTION NO. NS- 8246

RESOLUTION OF THE COUNCIL OF THE CITY OF SANTA CRUZ,

STATE OF CALIFORNIA, EXTENDING AN INVITATION TO THE
CITY OF PUERTA LA CRUZ, VENZUELA TO BECOME A SISTERCITY IN THE PEOPLE-TO-PEOPLE PROGRAM AND INVITING THE PEOPLE OF PUERTA LA CRUZ TO PARTICIPATE IN SAID PROGRAM.

WHEREAS, the "People-to-People Program" was established by the President of the United States at the White House in 1956 to establish greater friendship and understanding between the peoples of the United States and other nations through the medium of direct personal contact, and
WHEREAS,to implement this program Santa Cruz and other cities in the United States have been requested by the American Municipal Association to affiliate with a city abroad of similar characteristics and mutual interest, and,
WHEREAS, Santa Cruz through its Council does recognize and endorse this program with the hope that it will lead to a lasting friendship between the people of Santa Cruz and Puerta La Cruz.

NOW, THEREFORE, BE IT RESOLVED by the Santa Cruz City Council as follows:

Section 1. That this Council on behalf of the people of Santa Cruz hereby extends an invitation to the Government and people of the City of Puerta La Cruz, to participate with Santa Cruz as its Sister-City in the "People-to-People Program" for the purpose of creating goodwill and understanding between the people of our two great nations.

Section 2. Mayor Norman A. Walters is hereby authorized to act as official representative of Santa Cruz to carry out this program.

Section 3. That copies of this resolution are to be sent to the Mayor and City Council of the City of Puerta La Cruz, the American Municipal Association, the United States Department of State and the Embassy of Venzuela.

PASSED AND ADOPTED this 12th day of April, 1966, by the following vote:

AYES: Councilmen- Lezin, Leask, Hackbatth, Goodrich, Werner, Fleming; Mayor Walters
Councilmen- None
NOES:

23.15 23.16
...___A �----
____
,,,_..._
�
CITY OF �

SANTACRUZ

MAYOR AND CITY COUNCIL
809 Center Street, Room 10, Santa Cruz, CA 95060 • (831) 420-5020 • Fax: (831) 420-501 I • [email protected] 10 de Marzo, 2025
Honorable Alcalde Magglio Ordóñez
Municipalidad de Juan Antonio Sotillo
Ciudad de Puerto La Cruz
Anzoategui 6023, Venezuela
Estimado Alcalde Ordóñez:

Espero que esta carta te encuentre bien. Me dirijo a usted en nombre de la ciudad de Santa Cruz, California, para expresar nuestra más sincera gratitud por la duradera relación de ciudades hermanas que ha existido entre nuestras dos comunidades desde 1966.

Durante las últimas décadas, el vínculo entre Santa Cruz y Puerto La Cruz ha sido un testimonio del poder de la amistad y la cooperación internacional. Nuestras ciudades han compartido numerosos intercambios culturales, programas educativos y proyectos comunitarios que han enriquecido la vida de nuestros residentes y han fomentado una comprensión y apreciación más profundas de las culturas de los demás.

Es con una mezcla de tristeza y gratitud que anunciamos la conclusión de nuestra relación de ciudades hermanas, a partir de marzo de 2025. Esta decisión no se ha tomado a la ligera, y refleja la evolución de las prioridades y circunstancias de nuestras comunidades. Sin embargo, los recuerdos y las conexiones que hemos construido permanecerán atesorados en nuestros corazones.

Extendemos nuestro más sincero agradecimiento a la gente de Puerto La Cruz por su calidez, hospitalidad y amistad a lo largo de los años. El legado de nuestra asociación seguirá inspirando a las generaciones futuras a buscar la paz, el entendimiento y la colaboración más allá de las fronteras.

Gracias una vez más por los muchos años de cariño y cooperación. Deseamos que Puerto La Cruz continúe prosperando y teniendo éxito en todos sus proyectos futuros.

Con un cordial saludo,
Fred Keeley
Mayor

23.17 Brittany Inclan
From: Garrett <[email protected]>
Sent: Thursday, August 7, 2025 5:25 PM
To: City Council
Subject: 8.12.25 Consent Agenda #23 Sister City in Venezuela

8.12.25 Consent Agenda #23 Sister City in Venezuela
Dear Council,
There is no way "Emeritus" is a fitting designation for any city in Venezuela.

From Google: " Venezuela began its shift towards socialism in 1999 when Hugo Chávez was elected president and initiated his "Bolivarian Revolution," which included implementing socialist policies and reforms. This transformation continued under his successor, Nicolás Maduro, leading to a more authoritarian regime and further socialist measures." In reality, Venezuela was one of the richest countries in South America, and Socialism by such brutal authoritarian regimes turned it into such a retched failed state the country has faced severe economic decline, hyperinflation, and widespread poverty causing many to flee, unfortunately here.

Emeritus -

1. 1. Retired but retaining an honorary title corresponding to that held immediately before retirement.
"a professor emeritus."

2. 2. Honorably discharged from the performance of public duty on account of age, infirmity, or long and faithful services; -- said of an officer of a college or pastor of a church.

3. 3. Retired, but retaining an honorific version of previous title; especially used with professor.

The American Heritage® Dictionary of the English Language, 5th Edition
In reality, NONE OF THESE DEFINITIONS APPLY.

Just DUMP Venezuelan cities as sister cities1. What are you - Socialists? Garrett Philipp - Santa Cruz

23.18 23.19
City Council

AGENDA REPORT
DATE: 07/23/2025
AGENDA OF: 08/12/2025
DEPARTMENT: Public Works
SUBJECT: Purchase of Three Refuse Trucks (PW)
LOCATION: Citywide
RECOMMENDATION: Motion to authorize the purchase of one CNG Side loader vehicle and one Roll-off vehicle from TEC of California (Oakland, CA) in the amount of $885,000.00, and purchase one Split Rear Loader vehicle from Dobbs Peterbilt (Sacramento, CA) in the amount of $625,000.00
BACKGROUND: The Public Works Department Resource Recovery Division has a vehicle replacement schedule built into the current refuse rates. This fiscal year, one roll-off refuse collection vehicle, one split rear loader collection vehicle, and one side loader vehicle are scheduled for replacement. All three vehicles exceed the recommended replacement criteria and are programmed for exchange. The roll-off vehicle services commercial accounts and the side loader and split rear loaders service residential areas in the City of Santa Cruz (City).

DISCUSSION: The Refuse Fund schedules a seven-year replacement cycle for collection vehicles. At the seven-year mark, these vehicles have collected approximately 15,000 commercial roll-box boxes and the side loader and split rear loader have collected approximately 7 million residential carts. Factoring in the extreme service demands placed on these vehicles, fleet records indicate that after seven years the maintenance costs begin to outpace the value of the vehicle. Coupled with the steep drop in trade-in value, seven years is the optimum replacement schedule for collection vehicles.

The Resource Recovery Division and Fleet Maintenance are working to replace the refuse fleet vehicles with one Mack Granite roll-off vehicle, one CNG Labrie Automizer with HD right-hand arm body with a Mack MP7-325 HP chassis and one Autocar chassis with Heil Rear Split Loader 60/40 split. These configurations share several components with our current vehicle configurations so Fleet Maintenance will be familiar with maintaining and repairing these vehicles.

While the Public Works Department strives to meet Climate Action Goals and is actively updating our fleet vehicles, electric options have not been fully developed for either type of refuse collection vehicle. The combination of an electric chassis coupled with a split commodity recycling rear loader or CNG side loader, as utilized on residential routes, is still not

24.1 manufactured due to the combined weight and the high mileage needed for these trucks run on a regular basis. The Resource Recovery Division currently has two electric trucks, seven CNG refuse vehicles, and the bulk of the fleet currently uses renewable diesel, which reduces vehicle emissions; NOx, particulates, CO, and hydrocarbon emissions are significantly reduced and now rival the emissions of alternative fuels. The City continues to reduce emissions while alternative fuel vehicles are developed for specialty styles of vehicles.

Section 3.08.170 of the Santa Cruz Municipal Code allows the City to buy from cooperative purchasing agreements when it is in the best interest of the City. The City is one of over 50,000 member agencies of Sourcewell, Sourcewell Contract Numbers: #032824-MAK and #032824- ATC. Sourcewell conducts national competitive solicitations for common products and is able to obtain greater discounts than the City could obtain on its own. Mack and Autocar are listed in Sourcewell and TEC of California, Oakland and Dobbs Peterbilt, Sacramento both are both authorized dealers of their respective brands. Staff requests that City Council authorize the purchase of these refuse trucks from TEC of California and Dobbs Peterbilt in the amount of $1,510,000.00.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: The proposed Council action is not a “project” under CEQA. (Public Resource Code § 21065.) HEALTH IN ALL POLICIES (HiAP): This program promotes the following Health in All Policies Conditions: The collection of refuse, recycling and food scraps contributes to the Healthy Environments pillar of Health in All Policies Conditions. It addresses the CORE Community Indicators of “Concern for the environment” and “Environmental stewardship” by protecting public health.

FISCAL IMPACT:

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

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: The purchase price of one roll-off, one CNG side loader, and one split rear loader totals $1,510,000. Funds for the purchase of these refuse collection vehicles are included in the approved FY 2026 operating budget in the Refuse Fund. There is no impact to the General Fund.

Prepared By:

Manuel Ortiz
Superintendent of Collections
Submitted By:

Nathan Nguyen, P.E.

Director of Public Works
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. SOURCEWELL CONTRACT NUMBERS #032824-MAK.PDF

2. SOURCEWELL CONTRACT NUMBERS #032824-ATC.PDF

24.2 032824-MAK
Rev. 3/2022 1
Solicitation Number: RFP #032824

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Mack Trucks, Inc., 7900 National Service Road, Greensboro, NC 27409 (Supplier).

Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Class 4-8 Chassis and Cabs with Related Equipment, Accessories, and Services from which Supplier was awarded a contract.

Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

EXPIRATION DATE AND EXTENSION. This Contract expires July 9, 2028, unless it is cancelled sooner pursuant to Article 22. This Contract allows up to three additional one-year extensions upon the request of Sourcewell and written agreement by Supplier. Sourcewell retains the right to consider additional extensions beyond seven years as required under exceptional circumstances.

B. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES

24.3 032824-MAK
Rev. 3/2022 2
A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

All Equipment and Products provided under this Contract must be new and the current model.

Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

24.4 032824-MAK
Rev. 3/2022 3
A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.

B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid taxexemption certification(s). When ordering, a Participating Entity must indicate if it is a taxexempt entity.

C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS
Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.

At a minimum, the request must:
x Identify the applicable Sourcewell contract number;

24.5 032824-MAK
Rev. 3/2022 4
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at governmentowned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

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subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.

Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum, the terms of which will be negotiated directly between the Participating Entity and the Supplier or its authorized dealers, distributors, or resellers, as applicable. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as ecommerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE

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A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:

x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, performance issues, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).

The Report must contain the following fields:
x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address;
x Participating Entity City;
x Participating Entity State/Province;
x Participating Entity Zip/Postal Code;
x Participating Entity Contact Name;
x Participating Entity Contact Email Address;
x Participating Entity Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Supplier.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted

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price to offset the Administrative Fee.

The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Contract are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.

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D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.

E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. INDEMNITY AND HOLD HARMLESS

Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

12. GOVERNMENT DATA PRACTICES
Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, maintained, or disseminated by the Supplier under this Contract.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY

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b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.
a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.

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14. GOVERNING LAW, JURISDICTION, AND VENUE
The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.

15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY
If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

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The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:
x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE

A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for products liability-completed operations $2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms

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no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Supplier will maintain coverage for all claims the Supplier may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Supplier’s professional services required under this Contract.

Minimum Limits:
$2,000,000 per claim or event
$2,000,000 – annual aggregate

6. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

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Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.

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Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

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the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions.

C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

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Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and

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records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.

N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.

O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.

P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.

Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.

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R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.

Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.

S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.

T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.

22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell Mack Trucks, Inc.

By: __________________________ By: __________________________ Jeremy Schwartz Jonathan Randall
Title: Chief Procurement Officer Title: President Mack Trucks North America Date: ________________________ Date: ________________________

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Bid Number: RFP 032824 Vendor Name: Mack Trucks, Inc.

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Bid Number: RFP 032824 Vendor Name: Mack Trucks, Inc.

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Bid Number: RFP 032824 Vendor Name: Mack Trucks, Inc.

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Bid Number: RFP 032824 Vendor Name: Mack Trucks, Inc.

24.35 032824-ATC
Rev. 3/2022 1
Solicitation Number: RFP #032824

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Autocar Truck, LLC/Autocar Industries LLC, 4680 Pinson Valley Parkway, Birmingham, AL 35215 (Supplier).

Sourcewell issued a public solicitation for Class 4-8 Chassis and Cabs with Related Equipment, Accessories, and Services from which Supplier was awarded a contract.

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

2. EQUIPMENT, PRODUCTS, OR SERVICES

24.36 032824-ATC
Rev. 3/2022 2
A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

All Equipment and Products provided under this Contract must be new and the current model.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal.

24.37 032824-ATC
Rev. 3/2022 3
A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected, if the damage cannot be reasonably repaired by the Supplier or its dealer. If the damage is not readily apparent at the time of delivery, or if the damage cannot be reasonably repaired by the Supplier or its dealer, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.

In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will then have a cure period of 45 calendar days to remedy the cause of nonconformity and resubmit the nonconforming Equipment or Products to Participating Entity for further inspection. Supplier shall keep Participating Entity informed on projected time frames for the full remedy if it will be longer than the 45 calendar days. If at the end of such further inspection the Equipment or Products still do not conform to the required standards, Participating Entity may conditionally accept the Equipment or Products by noting such items of nonconformity in writing to Supplier and negotiate for a reduction in the purchase price consistent with the degree of noted nonconformity. In the event of such cure period, Participating Entity shall cooperate in providing reasonable access to the Vehicles, data and technical assistance (if available) as required to develop and schedule repairs and related testing of modifications or repairs, if necessary, to assist Supplier in its correction of the defects or deficiencies in the Equipment or Products. Supplier will schedule repairs to minimize disruption, loss and inconvenience to Participating Entity, or if required, Supplier shall, at its expense, arrange for delivery of the Equipment or Products to Supplier's plant or authorized service center for repair or modification.

Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.

C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

24.38 032824-ATC
Rev. 3/2022 4
Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS
Supplier may request Equipment, Product, or Service changes, additions, or deletions up until the Equipment or Products are placed into Supplier’s production schedule. After the Equipment or Products are placed into Supplier’s production schedule, the Participating Entity cannot change, reduce, suspend, or, subject to Section 6.D., cancel delivery of the Equipment or Products without Supplier’s written consent. All timely requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must:
x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

24.39 032824-ATC
Rev. 3/2022 5
Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.

Supplier’s acceptable forms of payment are included in its attached Proposal, or maybe finalized by the Supplier, Supplier’s authorized dealer, and Participating Entity upon finalization of the purchase. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

24.40 032824-ATC
Rev. 3/2022 6
agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:

x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

The Report must contain the following fields:
x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address;

24.41 032824-ATC
Rev. 3/2022 7
x Participating Entity City;
x Participating Entity State/Province;
x Participating Entity Zip/Postal Code;
x Participating Entity Contact Name;
x Participating Entity Contact Email Address;
x Participating Entity Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Supplier.

Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

24.42 032824-ATC
Rev. 3/2022 8

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.

D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.

11. INDEMNITY AND HOLD HARMLESS

24.43 032824-ATC
Rev. 3/2022 9

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier.
b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

24.44 032824-ATC
Rev. 3/2022 10
B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.

17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

24.45 032824-ATC
Rev. 3/2022 11

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:
x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

24.46 032824-ATC
Rev. 3/2022 12
CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

Minimum Limits:
$2,000,000 per claim or event
$2,000,000 – annual aggregate

Minimum limits:

24.47 032824-ATC
Rev. 3/2022 13
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.

19. COMPLIANCE

24.48 032824-ATC
Rev. 3/2022 14
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

24.49 032824-ATC
Rev. 3/2022 15
Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by nonfederal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions.

24.50 032824-ATC
Rev. 3/2022 16
D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

24.51 032824-ATC
Rev. 3/2022 17
H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.

M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.

24.52 032824-ATC
Rev. 3/2022 18
O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.

R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.

Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.

T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.

24.53 032824-ATC
Rev. 3/2022 19
Sourcewell Autocar Truck, LLC/Autocar Industries LLC
By: __________________________ By: __________________________ Jeremy Schwartz Hilton Diamond
Title: Chief Procurement Officer Title: CFO
Date: ________________________ Date: ________________________

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24.66 City Council

AGENDA REPORT
DATE: 07/23/2025
AGENDA OF: 08/12/2025
DEPARTMENT: Public Works
SUBJECT: Bethany Culvert Storm Damage Repair – Notice of Completion (c402407) (PW)
LOCATION: Districts 3 and 6
RECOMMENDATION: Motion to accept the work of Granite Construction (Watsonville, CA) as completed and authorize the filing of the Notice of Completion for the Bethany Culvert Storm Damage Repair (c402407), authorize the Public Works Director to sign the Notice of Completion as the Owner’s Authorized Agent.

BACKGROUND: West Cliff Drive between Columbia Road and David Way was severely damaged by large swells during the January 2023 storms, causing portions of the roadway and path to fail, along with impacts to public access points, utility infrastructure, and the surrounding neighborhood. After completing an initial condition assessment and structural evaluation, the Bethany Culvert segment was deemed unsafe to vehicle traffic and was closed. An alternatives analysis was prepared and replacement of the road with minor adjustments to alignment and height was deemed the most cost-effective solution that would also meet the criteria for federal emergency funding.

The proposed work involved demolition of the existing culvert and headwalls, stabilization and fill of a sea cave, installation of two new culverts, elevation of the road surface 12-inches to reduce the potential for wave overtopping events, new concrete guardrails that meet current height standards and further protect against wave overtopping, restoration of paving and sidewalk, reconnection of drainage inlets, and removal of rip rap in select locations.

DISCUSSION: The Bethany Culvert storm damage repairs are now complete. Staff have inspected the work and found it to be completed in accordance with the City and State specifications. The project was delivered on time and under-budget through close collaboration between staff, the design consultants and Granite Construction. The repairs will ensure this segment of West Cliff is resilient and able to withstand future coastal erosion and extreme weather conditions.

25.1 CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: The Bethany Culvert storm damage repairs are already complete and were statutorily exempt from environmental review under CEQA Section 15269, Emergency Projects. (14 CCR § 15269.) HEALTH IN ALL POLICIES (HiAP): This project advances the City’s HiAP objectives by addressing key pillars of public health, equity, and sustainability:

Public Health: This work mitigates climate-related hazards that threaten physical safety and infrastructure by providing temporary erosion control in the damaged area of the West Cliff Multi-Use Path. It also ensures continued access to outdoor recreational amenities that support physical and mental health.

Equity: The project preserves coastal access for all community members, including historically underrepresented and underserved populations who rely on public recreational infrastructure for free or low-cost health and leisure opportunities.

Sustainability: Reopening and making safe the West Cliff Multi-Use Path promotes lowemission transportation modes such as biking and walking by maintaining safe and accessible routes.

The project reflects the City’s commitment to embedding HiAP principles in infrastructure planning and implementation, fostering resilient systems that improve community well-being.

FISCAL IMPACT:

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

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: The final construction cost, including contingency, is $7,959,586.22. The Federal Highway Administration has approved funding for this project at a cost share of 88.75%. Matching funds from State RSTPX and LPP have been secured to cover the City’s local match; no additional General Funds are required. There is no impact on the General Fund.

Prepared By:

Miguel Lizarraga
Associate Professional
Engineer
Submitted By:

Nathan Nguyen, P.E.

Director of Public Works
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. NOTICE OF COMPLETION.DOCX

25.2 Notice of Completion (Revised Oct 2021)
(Space above for Recorder’s use only)
This instrument is being recorded for the benefit of the City of Santa Cruz.

No recording fee is required pursuant to Government Code § 27383.

NOTICE OF COMPLETION
(CA Civil Code Sections 8102 and 9204)
NOTICE IS HEREBY GIVEN THAT:

The undersigned is an authorized representative of the owner of the interest or estate stated below.

1. The Owner’s Name and Address. The Project owner is the City of Santa Cruz, a municipal corporation (the “City”). The City’s mailing address is 809 Center Street, Santa Cruz, California 95060. The City of Santa Cruz has the following interest in the subject Property described below: City Property

2. Project Title and Number. The full name of the work of improvement/public works project (the “Project”) which is the subject of this Notice of Completion is: Bethany Culvert Storm Damage Repair (c402407)

3. Nature of Work Performed on the Property or Materials Furnished for the City. The Project consisted of work described as: Installation of new culvert headwalls. Elevation of the road surface to reduce the potential for wave overtopping events. New concrete guardrails that will meet current height standards and further protect against waive overtopping. Restoration of paving, sidewalk and reconnection of drainage inlets.

4. The general site location description or address (the “Property”) of the public improvement is located at: 1004 W Cliff Drive

5. Name and Address of Contractor. The Contractor on the Project is: Granite Construction Inc. 585 W Beach Street, Watsonville, CA 95076

6. Construction Lender. The name and address of the construction lender, if any, is: N/A

7. Date of Completion. The Project on the Property was completed on: June 26, 2025

8. The filing of this Notice of Completion was authorized by the Santa Cruz City Council Minute Order on Tuesday, August 12, 2025
DATE: ___________________
Nathan Nguyen
Director of Public Works, City of Santa Cruz
RECORDED AT THE REQUEST OF:

City of Santa Cruz, Public Works
Attn: Miguel Lizarraga
WHEN RECORDED MAIL TO:

City Clerk’s Department
809 Center Street, Room 9
Santa Cruz, CA 95060

25.3 Notice of Completion (Revised Oct 2021)

VERIFICATION FOR THE CITY OF SANTA CRUZ
I have read the foregoing Notice of Completion and know the contents thereof, and I certify that the same is true of my own knowledge, except as to those matters which are therein stated upon my information or belief, and as to those matters I believe it to be true. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed on August 12, 2025, at Santa Cruz, CA
Nathan Nguyen
Director of Public Works, City of Santa Cruz

25.4 City Council

AGENDA REPORT
DATE: 07/23/2025
AGENDA OF: 08/12/2025
DEPARTMENT: Public Works
SUBJECT: Traffic Calming Pilot Program (c402404): Award Contract (PW) LOCATION: Districts 1, 2, and 6
RECOMMENDATION: Motion to:
1) Award a contract to WGJ Enterprises, Inc. (Azusa, CA) in the amount of $176,646.80 for the Traffic Calming Pilot Program project. The City Manager is hereby authorized and directed to execute an agreement in a form approved by the City Attorney. The Public Works Director is authorized to execute change orders within the approved project budget; and 2) Acknowledge the project is exempt from CEQA under Section 15301(c), Existing Facilities.

BACKGROUND: At its September 12, 2023, meeting, City Council (Council) adopted a resolution approving the Traffic Calming Toolkit. In January 2024, staff issued a citywide “Call for Projects” for neighbors to nominate their street to be evaluated for the traffic calming program.

At the close of the Call for Projects, staff received 334 applications. Staff then evaluated every application using the matrix in the adopted Traffic Calming Toolkit. Three locations were identified through that process as scoring high and being deliverable within the parameters of the toolkit: Seabright Avenue, Poplar Avenue, and Western Drive. Staff developed plans that addressed the primary areas of concern for each location.

Council adopted Resolution No. NS-30,472 approving the plans and specifications on April 22, 2025 pursuant to Government Code Section 830.6 and authorized staff to award the informal contract.

Staff solicited construction bids from qualified contractors through the Opengov website. The engineer’s estimate to complete the three sites was $98,000. On June, 25, 2025, the City received two construction bids. The apparent lowest responsive and responsible bidder was WGJ Enterprises, Inc. with a bid amount of $176,646.80, including 10% contingency.

DISCUSSION: Because the low bid exceeds the informal bid amount, Council action is required to award the contract. Additionally, Council adopted the fiscal year 2026 budget with an

26.1 additional $130,000 dedicated to the Traffic Calming program, bringing the total budget to $205,000. With the additional funding appropriated in fiscal year 2026, the award of the contract could move forward with Council approval as the value has increased to over $100,000.

Construction will be scheduled for late summer 2025 and is expected to be completed by the end of the calendar year.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: This project was determined to be exempt from CEQA under Section 15301(c), Existing Facilities at the April 22, 2025 council meeting.

HEALTH IN ALL POLICIES (HiAP): This project promotes the following Health in All Policies Conditions:

Health and Wellness: by assisting with slowing speeds of cars in neighborhoods, this project increased the health and wellness of the Santa Cruz community by reducing the likelihood of injuries from collisions and improving health by supporting active transportation.

FISCAL IMPACT:

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

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: There is $205,000 budgeted for project number c402404 and is funded by the Transportation Development Act (TDA) Fund ($75,000) and General Fund ($130,000). The new traffic calming features are consistent with typical roadway maintenance efforts.

Prepared By:

Dan Estranero
Associate Professional
Engineer
Submitted By:

Nathan Nguyen, P.E.

Director of Public Works
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

None.

26.2 City Council

AGENDA REPORT
DATE: 07/23/2025
AGENDA OF: 08/12/2025
DEPARTMENT: Public Works
SUBJECT: 800 West Cliff Drive Temporary Erosion Control and Path Reopening (c402515) – Notice of Completion (PW)
LOCATION: Districts 3 and 6
RECOMMENDATION: Motion to:
1) Ratify contract for emergency response and stabilization measures in the amount of $107,678 with Granite Construction (Watsonville, CA); and
2) Accept the work of Granite Construction as completed and authorize the filing of the Notice of Completion for the 800 West Cliff Drive Temporary Erosion Control and Path Reopening (c402515) and authorize the Public Works Director to sign the Notice of Completion as the Owner’s Authorized Agent.

BACKGROUND: In December 2023 and early January 2024, a high wave and storm event eroded a section of the recreational path at approximately 800 West Cliff Drive and opposite Light House Field State Park. Damages from high waves statewide resulted in a State Disaster Declaration (CDAA 2024-01). Through the State disaster declaration and because West Cliff Drive is a Federal-Aid Route, the City of Santa Cruz (City) can access emergency repair funding from the Federal Highway Administration (FHWA). To date, the City has been approved for over $20M in FHWA funding to repair other parts of West Cliff Drive.

The proposed work involved removing debris, loose dirt, broken asphalt, and damaged fence material. Temporary erosion control measures and security fencing were installed on the bluff face to stop further erosion and keep the public safe. The West Cliff Path was widened into the adjacent planting strip to allow bikes and pedestrians to continue using this facility.

At its October 22, 2024 meeting, City Council appropriated funds in the amount of $2,000,000 to the 800 West Cliff Road Realignment Project (c402515), with approximately 88% of project funding reimbursement from the Federal Highway Administration Permanent Repair Program and the remaining 12% City match from Fund 221 – Gas Tax for consulting services for 800 West Cliff Drive. However, emergency opening work, like the temporary erosion control and path reopening work completed, is 100% reimbursable through the Federal Highway Administration Permanent Repair Program.

27.1 DISCUSSION: The temporary erosion control and path reopening are now complete. Staff have inspected the work and found it to be completed in accordance with the City and State specifications.

A permanent repair project has been initiated. As described in the West Cliff 5-year Roadmap, approximately 400 feet of road will be realigned inland. The project is currently in the design, environmental and right-of-way phase. Construction is expected to occur in 2027.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: The emergency repair work has already been performed and was statutorily exempt from environmental review under CEQA Guidelines Section 15269, Emergency Projects. (14 CCR § 15269.)
HEALTH IN ALL POLICIES (HiAP): This project advances the City’s HiAP objectives by addressing key pillars of public health, equity, and sustainability:

Sustainability: Reopening and making safe the West Cliff Multi-Use Path promotes lowemission transportation modes such as biking and walking by maintaining safe and accessible routes.

The project reflects the City’s commitment to embedding HiAP principles in infrastructure planning and implementation, fostering resilient systems that improve community well-being.

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: Funds are available in the project (c402515). This erosion control and path restoration work is 100% funded through reimbursement from the Federal Highway Administration Permanent Repair Program. There is no impact on the General Fund.

Prepared By:

Kevin Crossley
Assistant Director/City
Engineer
Submitted By:

Nathan Nguyen, P.E.

Director of Public Works
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. NOTICE OF COMPLETION.DOCX

27.2 Notice of Completion (Revised Oct 2021)
(Space above for Recorder’s use only)
This instrument is being recorded for the benefit of the City of Santa Cruz.

No recording fee is required pursuant to Government Code § 27383.

NOTICE OF COMPLETION
(CA Civil Code Sections 8102 and 9204)
NOTICE IS HEREBY GIVEN THAT:

The undersigned is an authorized representative of the owner of the interest or estate stated below.

2. Project Title and Number. The full name of the work of improvement/public works project (the “Project”) which is the subject of this Notice of Completion is: 800 West Cliff Drive Temporary Erosion Control and Path Reopening (c402515)

3. Nature of Work Performed on the Property or Materials Furnished for the City. The Project consisted of work described as: removal of debris, loose dirt, broken asphalt, and damaged fence material.

Temporary erosion control measures and security fencing were installed on the bluff face to stop further cliff erosion and keep the public safe. The West Cliff Path was widened into the adjacent planting strip to allow bikes and pedestrians to continue using this facility.

4. The general site location description or address (the “Property”) of the public improvement is located at: West Cliff - 800 Block

5. Name and Address of Contractor. The Contractor on the Project is: Granite Construction Inc. 585 W Beach Street, Watsonville, CA 95076

6. Construction Lender. The name and address of the construction lender, if any, is: N/A

7. Date of Completion. The Project on the Property was completed on: April 29, 2025

8. The filing of this Notice of Completion was authorized by the Santa Cruz City Council Minute Order on Tuesday, June 24, 2025
DATE: ___________________
Nathan Nguyen
Director of Public Works, City of Santa Cruz
RECORDED AT THE REQUEST OF:

City of Santa Cruz, Public Works
Attn: Miguel Lizarraga
WHEN RECORDED MAIL TO:

City Clerk’s Department
809 Center Street, Room 9
Santa Cruz, CA 95060

27.3 Notice of Completion (Revised Oct 2021)

Executed on May 27, 2025, at Santa Cruz, CA
Nathan Nguyen
Director of Public Works, City of Santa Cruz

27.4 City Council

AGENDA REPORT
DATE: 07/23/2025
AGENDA OF: 08/12/2025
DEPARTMENT: Public Works
SUBJECT: Award Contract for Wastewater Treatment Facility Biosolids End-Use Services (PW)
LOCATION: Citywide
RECOMMENDATION: Motion to award a three-year contract for Wastewater Treatment Facility biosolids end-use services from Synagro WWT Inc. (Baltimore, MD) in the amount of $895,000 for the first year of the agreement, 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 budget.

BACKGROUND: The Wastewater Treatment Facility (WWTF) is a regional facility with a treatment process that separates liquids from solids. Further solids treatment reduces odors, destroys pathogens and produces a nutrient rich stable semi-solid product that can be composted, land applied or landfilled. Biosolids are regulated under Environmental Protection Agency guidelines. The WWTF generates on average approximately 9,000 tons of biosolids per year.

Biosolids transportation and end use services were provided by Denali under a contract awarded in 2010, renewed in 2015 and extended under annual contract renewal letters through FY 2025.

In September 2024, Denali was purchased by Synagro WWT Inc, who completed the annual contract. Also in 2024, Monterey One Water issued an RFP for biosolids end use services and received proposals from two qualified firms: Holloway and Synagro.

DISCUSSION: For FY 2026, City staff solicited proposals from the two pre-qualified firms.

The City goal, first stated in the 2010 RFP, was to utilize acceptable beneficial end-uses for the biosolids that mitigate climate change through compost carbon sequestration. Both firms Holloway and Synagro submitted proposals, which were evaluated and ranked based on price and biosolids end use. The proposal terms are as follows:

Holloway (landfill): $87.00/ton
Synagro WWT Inc (compost and land application): $94.27/ton The Holloway price proposal is 8% less than Synagro but does not align with the State diversion requirements and City goals of beneficial reuse for biosolids. Under the California Integrated Waste Management Act (AB 939), state law requires all cities and counties to divert at least 50%

28.1 of their solid waste from landfills, baseline year of 1989. This diversion target applies to the total waste generated within each jurisdiction and must be met through strategies such as source reduction, recycling, and composting. The California Department of Resources Recycling and Recovery (CalRecycle) is responsible for monitoring compliance and providing support to local governments in achieving these goals.

The three-year contract provides for an annual price adjustment on July 1 of each year based on the non-seasonally adjusted consumer price index established by the United States Department of Commerce Bureau of Labor Statistics, for the San Francisco Bay Area with the CPI in effect as of June 30, 2025, as the base index. The contract also provides for a monthly fuel surcharge adjustment to reflect any increased change in diesel fuel prices above the base price of $5.00 per gallon based on the on-highway diesel price in California as published by the U.S. Department of Energy’s Energy Information Administration.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: This is not a project under CEQA.

HEALTH IN ALL POLICIES (HiAP): This project aligns with the City's HIAP goals of public health and sustainability. The WWTF safeguards public and environmental health by treating wastewater for ocean discharge in compliance with all regulatory standards and promotes sustainability by providing a source of recycled water to augment local community drinking water supply.

FISCAL IMPACT:

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

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: Yes FISCAL IMPACT DESCRIPTION: Funds are available from the Wastewater Fund (Fund 721) FY 2026 operating budget for this purchase. The Santa Cruz County Sanitation District will pay 8/17 of this cost based on wastewater treatment facility capacity dedicated to the SCCSD.

There is no impact to the General Fund.

Prepared By:

Anne Hogan
Wastewater System Manager
Submitted By:

Nathan Nguyen, P.E.

Public Works Director
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. PROFESSIONAL SERVICES AGREEMENT FOR BIOSOLIDS END-USE SERVICES.PDF

28.2 City of Santa Cruz Professional Services Agreement for Biosolids Hauling and Disposal Services June 2025 (Form Rev.03/25 ) Page 1
Professional Services Agreement With
SYNAGRO-WWT INC.

For BIOSOLIDS HAULING AND DISPOSAL SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) for professional services is made by and between the City of Santa Cruz (“City”) and Synagro-WWT 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 Nathan Nguyen Director of the Public Works Department, 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.

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

28.3 City of Santa Cruz Professional Services Agreement for Biosolids Hauling and Disposal Services June 2025 (Form Rev.03/25 ) Page 2
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 $900,000 without advance written City authorization in the form of an amendment or change order.

Invoices shall include expenses incurred for which billing is made. Invoicesshall include certified weight slips and final destination for each load charged on the invoice. 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 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.

28.4 City of Santa Cruz Professional Services Agreement for Biosolids Hauling and Disposal Services June 2025 (Form Rev.03/25 ) Page 3
SECTION 7: TERM AND SCHEDULE
The term of this Agreement shall be for three years and commence on the effective date of this Agreement and terminate 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 for up to five additional one-year terms.

Consultant shall begin the Scope of Work as specified in a written authorization (e.g., Notice to Proceed or Purchase Order) 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 30 calendar days prior to an effective termination date.

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

Consultant may terminate this Agreement for cause if the City fails to cure a material default in performance 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 30 calendar days of the effective termination date.

Consultant may terminate this Agreement without cause, on 30 days written notice if the price of performance under this contract rise unexpectedly do to the effects of: (i) a change in Federal, State, or local law or ordinance, or the interpretation thereof; (ii) orders or judgments of any Federal, State or local court, administrative agency or governmental body; and/or (iii) change in permit conditions or requirements. In order for this paragraph to apply, the Consultant such effects must not have been known at the outset of this Agreement (or of the renewal) and must attempt to renegotiate additional compensation with the City prior to termination. Consultant shall promptly provide notice of the need, if any, for additional compensation or for renegotiation of terms in order to mitigate the effects of the changed circumstances stated in this paragraph.

28.5 City of Santa Cruz Professional Services Agreement for Biosolids Hauling and Disposal Services June 2025 (Form Rev.03/25 ) Page 4
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 Consultant’s proportionate percentage of fault per Civil Code §2782.8. This section shall survive the termination or expiration of this Agreement.

Except for the Consultant’s Indemnity Obligations herein, and except where caused by the gross negligence or willful misconduct of Consultant, it’s officers, employees, agents, or anyone on Consultant’s behalf, neither party shall be liable for consequential or punitive damages on any claims arising out of the performance or nonperformance of obligations under this Agreement. During the term of the Contract, Contractor shall not be liable for damages during any calendar year in excess of the fees paid to Contractor during such calendar year; provided, however, that insurance proceeds shall not apply to this limitation of liability (deductibles paid shall apply); and provided, further, that such limitation shall not apply to (i) Contractor’s indemnification obligations related to third party claims; (ii) any liability related to an environmental condition to the extent caused by Contractor; or (3) .damages caused by the gross negligence or willful misconduct of Consultant, it’s officers, employees, agents, or anyone on Consultant’s behalf.

28.6 City of Santa Cruz Professional Services Agreement for Biosolids Hauling and Disposal Services June 2025 (Form Rev.03/25 ) Page 5
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 to this Agreement that an employee, agent or others under Consultant’s supervision or control was misclassified.

28.7 City of Santa Cruz Professional Services Agreement for Biosolids Hauling and Disposal Services June 2025 (Form Rev.03/25 ) Page 6
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 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,

28.8 City of Santa Cruz Professional Services Agreement for Biosolids Hauling and Disposal Services June 2025 (Form Rev.03/25 ) Page 7
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 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

28.9 City of Santa Cruz Professional Services Agreement for Biosolids Hauling and Disposal Services June 2025 (Form Rev.03/25 ) Page 8
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.

Santa Cruz City CouncilAugust 12, 2025

Santa Cruz City Council
August 12, 2025