Seaside City Council
October 3, 2024

18. CONFLICT OF INTEREST
Contractor shall at all times avoid conflicts of interest, or the appearance of conflicts of interest, in the performance of this Contract.

Contractor covenants that neither he/she nor any officer or principal of their firm have any interest in, or shall acquire any interest, directly nor indirectly, which will conflict in any manner or degree with the performance of their services hereunder. Contractor further covenants that in the performance of this Agreement, no person having such interest shall be employed by them as an Packet Page 274
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officer, employee, agent, or sub-contractor. Contractor further covenants that Contractor has not contracted with nor is performing any services, directly or indirectly, with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City or the study area and further covenants and agrees that Contractor and/or its sub-contractors shall provide no service or enter into any agreement or agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City or the study area prior to the completion of the work under this Agreement.

If City determines Contractor comes within the definition of Contractor under the Political Reform Act (Government Code §87100 et seq.) Contractor shall complete and file and shall require any other person doing work under this Agreement to complete and file a "Statement of Economic Interest" with City disclosing Contractor’s and/or such other person’s financial interests.

19. NO WAIVER OF BREACH/TIME
The waiver by City of any breach of any term or promise contained in this Agreement shall not be deemed to be a waiver of such term or provision or any subsequent breach of the same or any other term or promise contained in this Agreement. Time is of the essence in carrying out the duties hereunder.

20. CONFIDENTIAL INFORMATION/RELEASE OF INFORMATION
(a) All information gained by Contractor in performance of this Agreement shall be considered confidential and shall not be released by Contractor without City's prior written authorization. Contractor, its officers, employees, agents, or sub-contractors, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena. (b) Contractor shall promptly notify City should Contractor, its officers, employees, agents, or sub-contractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any person or party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Contractor and/or be present at any deposition, hearing, or similar proceeding. Contractor agrees to cooperate fully with City and to provide the opportunity to review any response to discovery requests provided by Contractor. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

21. NOTICES
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Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice:

To City:
__City of Seaside__________
__440 Harcourt Ave________
__Seaside, CA 93955_______
Attention: City Clerk
CC: City Attorney
To Contractor: US Digital Designs by Honeywell
Andrew Blate
Vice President & General Manager
Americas Fire | Honeywell International
Address: 715 Peachtree St NE
Atlanta, GA 30308

22. THIRD PARTY BENEFICIARIES
Nothing contained in this Agreement shall be construed to create, and the parties do not intend to create, any rights in third parties.

23. ASSIGNMENT
Contractor shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Subject to the foregoing, all terms of the Agreement will be binding upon, enforceable by and inure to the benefit of the parties and their successors and assigns.

24. GOVERNING LAW
City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in Monterey County, or the federal district court with jurisdiction over the City.

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Contractor agrees not to commence or prosecute any dispute arising out of or in connection with this Agreement other than in the aforementioned courts and irrevocably consents to the exclusive personal jurisdiction and venue of the aforementioned courts.

25. ATTORNEY’S FEES AND COURT VENUE
Should either party to this Agreement bring legal action against the other (formal judicial proceeding, mediation or arbitration) the party prevailing in such action shall be entitled to a reasonable attorney's fee which shall be fixed by the judge, mediator or arbitrator hearing the case, and such fee shall be included in the judgment together with all costs.

26. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Contractor warrants and represents that he/she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of its obligations hereunder.

27. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.

28. AGREEMENT CONTAINS ALL UNDERSTANDINGS: AMENDMENT
(a) This document represents the entire and integrated Agreement between City and Contractor, and supersedes all prior negotiations, representations and agreements, either written or oral.
(b) Any modification or amendment to this Agreement must be in writing. (c) Neither City nor Contractor shall be deemed to have waived any obligation of the other, or to have agreed to any modification to this Agreement unless it is in writing, and signed by the party giving the waiver.

29. SEVERABILITY
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If any term of this Agreement is held invalid by a court of competent jurisdiction or arbitrator the remainder of this Agreement shall remain in effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

CITY OF SEASIDE CONTRACTOR
By: By:

Craig Malin, Interim City Manager US Digital Designs by Honeywell Andrew Blate
Vice President & General Manager
Date: Date:

Attachments: Exhibit A Scope of Work
Exhibit B Contractor Proposal
Exhibit C Insurance Requirements
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Exhibit A

EXHIBIT A

SCOPE OF WORK
US Digital Design by Honeywell has developed a state of the art fire station emergency alert system as specified in Exhibit B (Quote) and (US Digital Fire Station Alert Floor Plans).

Project Timeline:
• Contract: October 2024
• System Procurement: October 2024
• Installation and Testing: November 4 – 30, 2024
• System Training and Support: November / December 2024 See attached Fire Station Alert Floor Plan Exhibit A
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Exhibit C

EXHIBIT C

INSURANCE
Prior to the beginning of and throughout the duration of the Work, CONTRACTOR and its subcontractors shall maintain insurance in conformance with the requirements set forth below. CONTRACTOR will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth herein, CONTRACTOR agrees to amend, supplement or endorse the existing coverage to do so.

CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to CONTRACTOR or its subcontractors in excess of the limits and coverage identified in this Agreement and which is applicable to a given loss, claim or demand, will be equally available to AGENCY.

A. CONTRACTOR shall provide the following types and amounts of insurance:

Without limiting CONTRACTOR’s indemnification of AGENCY, and prior to commencement of Work, CONTRACTOR shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to AGENCY.

General liability insurance. CONTRACTOR shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage, and a $2,000,000 completed operations aggregate. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Automobile liability insurance. CONTRACTOR shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the CONTRACTOR arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

Umbrella or excess liability insurance. [Optional depending on limits required] CONTRACTOR shall obtain and maintain an umbrella or excess liability insurance that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general Packet Page 280
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liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
• A drop-down feature requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason;
• Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall “follow form” to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies.

Workers’ compensation insurance. CONTRACTOR shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000) for CONTRACTOR’s employees in accordance with the laws of the State of California, Section 3700 of the Labor Code. In addition, CONTRACTOR shall require each subcontractor to similarly maintain Workers’ Compensation Insurance and Employer’s Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor’s employees.

CONTRACTOR shall submit to AGENCY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of AGENCY, its officers, agents, employees and volunteers.

Pollution liability insurance. Environmental Impairment Liability Insurance shall be written on a CONTRACTOR’s Pollution Liability form or other form acceptable to AGENCY providing coverage for liability arising out of sudden, accidental and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 dollars per claim and in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the project site to the final disposal location, including nonowned disposal sites.

Builder’s risk insurance. Upon commencement of construction and with approval of AGENCY, CONTRACTOR shall obtain and maintain builder’s risk insurance for the entire duration of the Project until only the AGENCY has an insurable interest. The Builder’s Risk coverage shall include the coverages as specified below.

The named insureds shall be CONTRACTOR and AGENCY, including its officers, officials, employees, and agents. All Subcontractors (excluding those solely responsible for design Work) of any tier and suppliers shall be included as additional insureds as their interests may appear. CONTRACTOR shall not be required to maintain property insurance for Packet Page 281
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any portion of the Project following transfer of control thereof to AGENCY. The policy shall contain a provision that all proceeds from the builder’s risk policy shall be made payable to the AGENCY. The AGENCY will act as a fiduciary for all other interests in the Project.

Policy shall be provided for replacement value on an "all risk" basis for the completed value of the project. There shall be no coinsurance penalty or provisional limit provision in any such policy. Policy must include: (1) coverage for any ensuing loss from faulty workmanship, Nonconforming Work, omission or deficiency in design or specifications; (2) coverage against machinery accidents and operational testing; (3) coverage for removal of debris, and insuring the buildings, structures, machinery, equipment, materials, facilities, fixtures and all other properties constituting a part of the Project; (4) Ordinance or law coverage for contingent rebuilding, demolition, and increased costs of construction; (5) transit coverage (unless insured by the supplier or receiving contractor), with sub-limits sufficient to insure the full replacement value of any key equipment item; (6) Ocean marine cargo coverage insuring any Project materials or supplies, if applicable; (7) coverage with sub-limits sufficient to insure the full replacement value of any property or equipment stored either on or off the Site or any staging area. Such insurance shall be on a form acceptable to Agency to ensure adequacy of terms and sublimits and shall be submitted to the Agency prior to commencement of construction.

Other provisions or requirements
Proof of insurance. CONTRACTOR shall provide certificates of insurance to AGENCY as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by AGENCY’s risk manager prior to commencement of performance. Current certification of insurance shall be kept on file with AGENCY at all times during the term of this contract. AGENCY reserves the right to require complete, certified copies of all required insurance policies, at any time.

Duration of coverage. CONTRACTOR shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by CONTRACTOR, his agents, representatives, employees or subcontractors.

CONTRACTOR must maintain general liability and umbrella or excess liability insurance for as long as there is a statutory exposure to completed operations claims. AGENCY and its officers, officials, employees, and agents shall continue as additional insureds under such policies.

Primary/noncontributing. Coverage provided by CONTRACTOR shall be primary and any insurance or self-insurance procured or maintained by AGENCY shall not be required Packet Page 282
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to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of AGENCY before the AGENCY’s own insurance or self-insurance shall be called upon to protect it as a named insured.

Products/completed operations coverage. Products/completed operations coverage shall extend a minimum of three (3) years after project completion. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using subcontractors, the Policy must include work performed “by or on behalf” of the insured. Policy shall contain no language that would invalidate or remove the insurer’s duty to defend or indemnify for claims or suits expressly excluded from coverage. Policy shall specifically provide for a duty to defend on the part of the insurer. The AGENCY, its officials, officers, agents, and employees, shall be included as additional insureds under the Products and Completed Operations coverage.

Agency’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these requirements or is canceled and not replaced, AGENCY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by AGENCY will be promptly reimbursed by CONTRACTOR or AGENCY will withhold amounts sufficient to pay premium from CONTRACTOR payments. In the alternative, AGENCY may cancel this Agreement.

Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the AGENCY’s risk manager.

Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against AGENCY, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow CONTRACTOR or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CONTRACTOR hereby waives its own right of recovery against AGENCY, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

Enforcement of contract provisions (non estoppel). CONTRACTOR acknowledges and agrees that any actual or alleged failure on the part of the AGENCY to inform Packet Page 283
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CONTRACTOR of non-compliance with any requirement imposes no additional obligations on the AGENCY nor does it waive any rights hereunder.

Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the CONTRACTOR maintains higher limits than the minimums shown above, the AGENCY requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the AGENCY.

Notice of cancellation. CONTRACTOR agrees to oblige its insurance agent or broker and insurers to provide to AGENCY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

Additional insured status. General liability policies shall provide or be endorsed to provide that AGENCY and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to AGENCY and approved of in writing.

Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONTRACTOR’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass through clause. CONTRACTOR agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by CONTRACTOR, provide the same minimum insurance coverage and endorsements required of CONTRACTOR. CONTRACTOR agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section.

CONTRACTOR agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to AGENCY for review.

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Agency’s right to revise requirements. The AGENCY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONTRACTOR a ninety (90) day advance written notice of such change.

If such change results in substantial additional cost to the CONTRACTOR, the AGENCY and CONTRACTOR may renegotiate CONTRACTOR’s compensation.

Self-insured retentions. Any self-insured retentions must be declared to and approved by AGENCY. AGENCY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by AGENCY.

Timely notice of claims. CONTRACTOR shall give AGENCY prompt and timely notice of claims made or suits instituted that arise out of or result from CONTRACTOR’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

Additional insurance. CONTRACTOR shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work.

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USDD.CA_SEAS.FS01.FSA.NEW.DWG
design by

A B C D
4 3
2 1
4 2
1 A B C D
3 project
building
filename
date
us digital designs
www.stationalerting.com

T H I S D O C U M E N T CONTAINS CONFIDENTIAL A N D P R O P R I E T A R Y

INFORMATION WHICH IS

THE EXCLUSIVE PROPERTY OF US DIGITAL DESIGNS,
I N C . R E P R O D U C T I O N , DISTRIBUTION OR USE BY OTHERS, IN WHOLE OR IN

PART, IS NOT PERMITTED WITHOUT THE WRITTEN
AUTHORIZATION FROM US DI GIT AL D ESI GNS, I NC.

PoE = G2 ATX Power-over-Ethernet (PoE) ports 1...8 and G2 Expansion Module ports 1...12 A.n = G2 ATX Amplifier 1...4 EA.n = G2 External Amplifier 1...n CH.n = G2 Message Remote 2 Channel 1 or 2 3/19/2024 - 10:47AM

SYMBOL DESCRIPTION
G2 I/O REMOTE

PUSH BUTTON - RED
G2 STROBE LIGHT

SPEAKER, WEATHER-PROOF SPEAKER, FLUSH MOUNT SPEAKER, METAL BOX G2 LED SPEAKER, FLUSH MOUNT G2 LED SPEAKER, METAL BOX

OEM TRANSFORMER
G2 HDTV REMOTE G2 COLOR

INDICATOR REMOTE
OEM FLAT PANEL MONITOR, XX", WITH MOUNT
G2 MESSAGE SIGN
(STANDARD 24")

VOLUME CONTROL
(CUSTOMER SUPPLIED)
G2 ROOM REMOTE 2

ARTICULATING ARM

MOUNT - LONG

ADAPTER PLATE DOUBLE

PUSH BUTTON - BLACK
G2 OMNIALERT STROBE SPEAKER
G2 MESSAGE SIGN
(MINI 12")
G2 MESSAGE SIGN
(EXTENDED 36")

ADAPTER PLATE
SINGLE
G2 MESSAGE REMOTE 2
G2 ATX

STATION CONTROLLER
G2 EXPANSION MODULE G2-UNINTERRUPTIBLE

POWER SUPPLY OEM AMPLIFIER

SYMBOL DESCRIPTION
TVR
PB
BLACK
PB
RED
CIR
STR
ATX
I/O
T
UPS
AMP
MR2
EXP
RR2
S
S
S
ADS
GSE
MSML
GSS
GSM
VC
S
S
ADP
MSML
S
LAR
G2 LOCAL AREA REMOTE

FPD MOUNT
FPM - XX"
address
E
N

D - U S E R - A P P R O V
A
L
I N
S

T A L L E R - R E V
I
E
W

END-USER APPROVES STATION
DESIGN FOR PURPOSES OF OBTAINING QUOTE.

INSTALLER CONFIRMS DESIGN
ALIGNS WITH SITE CONDITIONS. (SPEAKER MOUNTING TYPE, ATX LOCATION ETC.)

SIGNATURE REQUIRED
G2 VIDEO DOOR

STATION
VDS
SEASIDE FIRE DEPARTMENT, CAFIRE STATION 1
1635 BROADWAY AVE, SEASIDE, CA 93955
JA
INSTALLER NOTES:

1. INSTALLER TO COORDINATE CONNECTION BETWEEN ATX STATION CONTROLLER’S LINE-LEVEL AUDIO OUTPUT AND (EXISTING) OWNER-FURBISHED HOUSE AUDIO SYSTEM (AMP). (IF APPLICABLE)

2. INSTALLER TO PROVIDE 1 CAT6 AND 18/4 CABLES FROM ATX CONTROLLER TO CUSTOMER EXISTING STATION RADIO AND NETWORK SYSTEM FOR BACKUP.

3. INSTALLER TO COORDINATE CONNECTION BETWEEN EXISTING STATION LIGHTING CONTROL SYSTEM AND RELAY OUTPUT FROM ATX STATION CONTROLLER OR I/O REMOTE WITH OWNER. (IF APPLICABLE)

4. INSTALLER TO VERIFY WALL AND CEILING TYPE TO DETERMINE NEED FOR FLUSH OR SURFACE MOUNT INSTALLATION OF EQUIPMENT SPECIFIED.

5. GAS SHUT OFF EQUIPMENT NOT PROVIDED BY USDD. (IF APPLICABLE)

6. VOLUME CONTROL PROVIDED BY OWNER. (IF APPLICABLE)

7. INSTALLER TO VERIFY AND CONSIDER LOCATION(S) OF NETWORK AND RADIO CONNECTIONS NOTES:

1. SEE ARCHITECTURAL SPECIFICATIONS FOR ALL ROUGH-IN AND INSTALLATION DETAILS.

2. US DIGITAL DESIGNS DOES NOT SUPPLY BACK BOXES, CONDUITS, OR MOUNTING FASTENERS.

3. PHOENIX G2 SYSTEM IS ABLE TO SIGNAL OWNER-FURBISHED SYSTEMS, (EXHAUST, LIGHT, GAS SHUT OFF, ETC.) BUT USDD DOES NOT SUPPLY THESE SYSTEMS AND CANNOT WARRANT OR SUPPORT ANY OF THEIR PERFORMANCE BEYOND THE TRANSMISSION OF RELAY SIGNAL TO THEM.

4. US DIGITAL DESIGNS FIRE STATION ALERTING PLANS ARE DIAGRAMMATIC AND FOR QUOTING PURPOSES ONLY. DRAWING MAY NOT BE TO SCALE.

S
EXP
UPS
ATX
CIR
UPS

CIR CIR
TVR

FIRST FLOOR PLAN
S

CIR STR
TVR
PB
RED
PB
BLACK
ADP

MSML GSS GSS
ADP

MSML GSS GSS
LAR
MR2
S
MR2
S

US DIGITAL DESIGNS
Count Name
1 G2 ATX STATION CONTROLLER
5 G2 COLOR INDICATOR REMOTE
1 G2 EXPANSION UNIT (G2-EXP-12)
6 G2 HDTV REMOTE
17 G2 LED SPEAKER (G2-LVL-HC-70)
1 G2 LED SPEAKER-BOX
2 G2 MESSAGE REMOTE 2
7 G2 MESSAGE SIGN STANDARD (MS-G2-S)
2 G2 MS ADAPTOR PLATE DOUBLE (AP-D)
2 G2 OMNISTROBE SPEAKER
1 G2 STROBE LIGHT
2 G2 UPS (G2-UPS)
2 LOCAL AREA REMOTE (LAR-RR2)
2 MS-MNT-ART-L
2 PUSH BUTTON (BLACK)
2 PUSH BUTTON (RED)
1 ROOM REMOTE 2 (RR-2)
10 SPEAKER FLUSH MOUNT
3 SPEAKER WEATHER-PROOF
PoE PoE

TO ATX SWITCH ONLY

TO ATX SWITCH ONLY
PoE
PoE

DOORBELL

EMERGENCY ALERT
PoE
A.4
SPEAKER LIGHT CHANNEL ZONE 4
A.1 TAP @ 2W
SEE ENLARGED PLAN ON SHEET 2
PoE S
S
S S
S
S
S
PoE
TO MR2 A
(BY ATX) TO MR2 B
(BY ATX)
PoE
PoE
A.4

US DIGITAL DESIGNS
Count Name
15 G2 PoE PORT REQUIRED
A
B
A.3
S

EXHIBIT - A
Packet Page 286
USDD.CA_SEAS.FS01.FSA.NEW.DWG
design by

A B C D
4 3
2 1
4 2
1 A B C D
3 project
building
filename
date
us digital designs
www.stationalerting.com

T H I S D O C U M E N T CONTAINS CONFIDENTIAL A N D P R O P R I E T A R Y

INFORMATION WHICH IS

THE EXCLUSIVE PROPERTY OF US DIGITAL DESIGNS,
I N C . R E P RO D U C T IO N , DISTRIBUTION OR USE BY OTHERS, IN WHOLE OR IN

PART, IS NOT PERMITTED WITHOUT THE WRITTEN
AUTHORIZATION FROM US DIGITAL D ESIGNS, I NC.

PoE = G2 ATX Power-over-Ethernet (PoE) ports 1...8 and G2 Expansion Module ports 1...12 A.n = G2 ATX Amplifier 1...4 EA.n = G2 External Amplifier 1...n CH.n = G2 Message Remote 2 Channel 1 or 2 3/19/2024 - 10:47AM

SYMBOL DESCRIPTION
G2 I/O REMOTE

PUSH BUTTON - RED
G2 STROBE LIGHT

SPEAKER, WEATHER-PROOF SPEAKER, FLUSH MOUNT SPEAKER, METAL BOX G2 LED SPEAKER, FLUSH MOUNT G2 LED SPEAKER, METAL BOX

OEM TRANSFORMER
G2 HDTV REMOTE G2 COLOR

INDICATOR REMOTE
OEM FLAT PANEL MONITOR, XX", WITH MOUNT
G2 MESSAGE SIGN
(STANDARD 24")

VOLUME CONTROL
(CUSTOMER SUPPLIED)
G2 ROOM REMOTE 2

ARTICULATING ARM

MOUNT - LONG

ADAPTER PLATE DOUBLE

PUSH BUTTON - BLACK
G2 OMNIALERT STROBE SPEAKER
G2 MESSAGE SIGN
(MINI 12")
G2 MESSAGE SIGN
(EXTENDED 36")

ADAPTER PLATE
SINGLE
G2 MESSAGE REMOTE 2
G2 ATX

STATION CONTROLLER
G2 EXPANSION MODULE G2-UNINTERRUPTIBLE

POWER SUPPLY OEM AMPLIFIER

SYMBOL DESCRIPTION
TVR
PB
BLACK
PB
RED
CIR
STR
ATX
I/O
T
UPS
AMP
MR2
EXP
RR2
S
S
S
ADS
GSE
MSML
GSS
GSM
VC
S
S
ADP
MSML
S
LAR
G2 LOCAL AREA REMOTE

FPD MOUNT
FPM - XX"
address
E
N

D - U S E R - A P P R O V
A
L
I N
S

T A L L E R - R E V
I
E
W

END-USER APPROVES STATION
DESIGN FOR PURPOSES OF OBTAINING QUOTE.

INSTALLER CONFIRMS DESIGN
ALIGNS WITH SITE CONDITIONS. (SPEAKER MOUNTING TYPE, ATX LOCATION ETC.)

SIGNATURE REQUIRED
G2 VIDEO DOOR

STATION
VDS
SEASIDE FIRE DEPARTMENT, CAFIRE STATION 1
1635 BROADWAY AVE, SEASIDE, CA 93955
JA
INSTALLER NOTES:

1. INSTALLER TO COORDINATE CONNECTION BETWEEN ATX STATION CONTROLLER’S LINE-LEVEL AUDIO OUTPUT AND (EXISTING) OWNER-FURBISHED HOUSE AUDIO SYSTEM (AMP). (IF APPLICABLE)

2. INSTALLER TO PROVIDE 1 CAT6 AND 18/4 CABLES FROM ATX CONTROLLER TO CUSTOMER EXISTING STATION RADIO AND NETWORK SYSTEM FOR BACKUP.

3. INSTALLER TO COORDINATE CONNECTION BETWEEN EXISTING STATION LIGHTING CONTROL SYSTEM AND RELAY OUTPUT FROM ATX STATION CONTROLLER OR I/O REMOTE WITH OWNER. (IF APPLICABLE)

4. INSTALLER TO VERIFY WALL AND CEILING TYPE TO DETERMINE NEED FOR FLUSH OR SURFACE MOUNT INSTALLATION OF EQUIPMENT SPECIFIED.

5. GAS SHUT OFF EQUIPMENT NOT PROVIDED BY USDD. (IF APPLICABLE)

6. VOLUME CONTROL PROVIDED BY OWNER. (IF APPLICABLE)

7. INSTALLER TO VERIFY AND CONSIDER LOCATION(S) OF NETWORK AND RADIO CONNECTIONS NOTES:

1. SEE ARCHITECTURAL SPECIFICATIONS FOR ALL ROUGH-IN AND INSTALLATION DETAILS.

2. US DIGITAL DESIGNS DOES NOT SUPPLY BACK BOXES, CONDUITS, OR MOUNTING FASTENERS.

3. PHOENIX G2 SYSTEM IS ABLE TO SIGNAL OWNER-FURBISHED SYSTEMS, (EXHAUST, LIGHT, GAS SHUT OFF, ETC.) BUT USDD DOES NOT SUPPLY THESE SYSTEMS AND CANNOT WARRANT OR SUPPORT ANY OF THEIR PERFORMANCE BEYOND THE TRANSMISSION OF RELAY SIGNAL TO THEM.

4. US DIGITAL DESIGNS FIRE STATION ALERTING PLANS ARE DIAGRAMMATIC AND FOR QUOTING PURPOSES ONLY. DRAWING MAY NOT BE TO SCALE.

SECOND FLOOR PLAN
RR2

GSS GSS
TVR
CIR

ENLARGED FIRST FLOOR PLAN
GSS
S

WOMEN'S
TVR
TVR
TVR
PB
RED
PB
BLACK
LAR
S
S
S
S
S
S
S
S
S
S
S
S
S
S

TO ATX SWITCH ONLY S

TO ATX SWITCH ONLY

TO ATX SWITCH ONLY

TO ATX SWITCH ONLY
A.4
A.2
A.1
PoE
PoE
PoE
PoE
PoE
S
S

ALERT DOORBELL
S
S
PoE
S
Packet Page 287
Quotation to: EXHIBIT "B"
City of Seaside, California
Seaside Fire Department
Project:

G2 Fire Station Alerting System
One (1) Station System - Fire Station #1
Proposal number:

CA_SEAS007
Revision #
4 Pricing protected pursuant to the Master Price Agreement entered into between League of Oregon Cities (LOC) and USDD, and made available to members of the National Purchasing Partners, LLC, dba Public Safety GPO, dba Law Enforcement GPO, and dba NPPgov - Contract #PS20350. More information is available at: https://nppgov.com/contract/us-digital-designs.

Seaside Fire Department is Member # M-5697114
Quote Date:
20-Sep-2024
Quote Expires:
19-Dec-2024
INSTALLATION BY:

Tech Electric
Bob McCabe / [email protected]
By:

Paul Gyore (ja)
Project Manager
US Digital Designs, Inc.
1835 E Sixth St #27
Tempe, AZ 85281
(602) 828-0287 mobile
[email protected]
[This Proposal is subject to corrections due to Errors or Omissions] PROPRIETARY and CONFIDENTIAL TITLE Page 1 of 11
Packet Page 288

US DIGITAL DESIGNS QUOTE
1835 E. Sixth St. Suite #27
Tempe, Arizona 85281
877-551-8733 tel 480-290-7892 fax DATE: 9/20/2024
Expires: 12/19/2024
Quote SUBMITTED TO:

City of Seaside, California
Seaside Fire Department

REF PROPOSAL
Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT SL1 Ea USDD 1 G2 VOICEALERT - Single Station License. VA $ 1,102.50 $ 992.25 $ 992.25 SL2 Ea/Yr USDD 24 G2 MOBILE FSAS APP - Single Device License. Up to 24 Licenses-Per-ATX G2-APP-DLI $ 124.50 $ 112.05 No Charge Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT SC1 Kit USDD 1
G2 ATX STATION CONTROLLER -
Power/Signal/Control up to 8 peripheral Remote
Options. 4 Unique Amps/Zones available.

ATX $ 23,272.50 $ 20,945.25 $ 20,945.25
SC2 Kit USDD 1
G2 EXPANSION KIT - Allows ability to
Power/Signal/Control up to 12 more peripheral
Remote options per EXP.

EXP $ 7,838.00 $ 7,054.20 $ 7,054.20
SC4a Ea TBD 2 ATX UPS, Standard UPS-STD $ 988.00 $ 889.20 $ 1,778.40 SC4b Ea TBD 2 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 75.00 $ 67.50 $ 135.00 FSC2 Kit USDD 2
G2 Local Alerting Remote Kit (also includes
Surface Mount Box) RR2-LAR $ 2,358.25 $ 2,122.43 $ 4,244.85 Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT SP3a Ea USDD 6
G2 HDTV REMOTE Module (TV & Electrical Outlet
by Others; C.E.C. control subject to TV ability) TVR $ 1,121.50 $ 1,009.35 $ 6,056.10 SP5 Ea USDD 2 Push Button, Standard (Black) PB-B $ 126.50 $ 113.85 $ 227.70 SP6 Ea USDD 2 Push Button, Emergency (Red) PB-R $ 126.50 $ 113.85 $ 227.70 SP7 Ea USDD 5 G2 MESSAGE REMOTE 2 Module MR2 $ 1,525.00 $ 1,372.50 $ 6,862.50 SP8a Ea USDD 2
G2 MESSAGE SIGN (Digital LED) MINI
GammaSign / 12" Active Screen Width / Turn Out
Timing ONLY
MS-G-M $ 1,006.50 $ 905.85 $ 1,811.70
SP8b Ea USDD 4
G2 MESSAGE SIGN (Digital LED) STANDARD
GammaSign / 24" Active Screen Width MS-G-S $ 1,260.00 $ 1,134.00 $ 4,536.00 SP9b Ea USDD 2
MS-G Adapter Plate, DOUBLE, VESA 100, joins (2) MSG -S(or-E) to any standard mount with VESA 100 hole patterns (mount not included)
MS-AP-D $ 75.00 $ 67.50 $ 135.00
SP9d Ea TBD 2 MS Mount - Articulating, Long reach MS-MNT-ART-L $ 390.00 $ 351.00 $ 702.00 SP10a Ea USDD 2 G2 ROOM REMOTE 2 Module RR2 $ 2,167.00 $ 1,950.30 $ 3,900.60 SP11a Ea USDD 18 G2 SPEAKER - LED Illuminated - FLUSH Mount, 70v SPK-LED-FM $ 374.00 $ 336.60 $ 6,058.80
CA_SEAS007 v4 STATION-LEVEL
STATION 01
Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.CA_SEAS.FS01.FSA.NEW.2024.04.05

STATION SYSTEM LICENSES

STATION SYSTEM CONTROLLER

STATION SYSTEM PERIPHERAL COMPONENTS
PROPRIETARY and CONFIDENTIAL STATION 01 SYSTEM Page 2 of 11 Packet Page 289
SP12a Ea USDD 2
G2 SPEAKER - OmniAlertStrobe -
Omnidirectional Alerting Speaker, optimized for
high Vocal Intelligibility in large open indoor areas
and with High-Intensity LED Strobe Light Arrays
- includes Cable Hanging Kit (requires MR2 for
power/signal/control)
SPK-OAS $ 1,050.00 $ 945.00 $ 1,890.00
SP13a Ea USDD 9 SPEAKER - STANDARD, FLUSH Mount, 70v SPK-STD-FM $ 121.00 $ 108.90 $ 980.10 SP14 Ea USDD 3
SPEAKER - APP BAY/OUTDOOR - Weatherized,
Surface Mount, 70v SPK-W-SM $ 373.75 $ 336.38 $ 1,009.13 SP15 Ea USDD 1 G2 Strobe Light / Red LED STR $ 661.50 $ 595.35 $ 595.35 Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT SS1 Ea USDD 1
Station Installation (Tech Electric - currently G2
Trained & Certified) ST-INST $ 63,633.56 $ 57,270.20 $ 57,270.20 SS3 Ea USDD 1 Station Configuration & Start-Up ST-SU $ 2,338.09 $ 2,104.28 $ 2,104.28 SS4 Ea USDD 1 Station Project Management ST-PM $ 1,169.04 $ 1,052.14 $ 1,052.14 SS5 Ea USDD 1 Station Engineering / Design Services ST-ES $ 428.65 $ 385.78 $ 385.78 SS6 Ea USDD 1 Station Documentation ST-DM $ 54.56 $ 49.10 $ 49.10 Item Unit Mfr Qty Description Part No. US List Unit QUOTE UNIT QUOTE EXT SW1 YR USDD 1.0
[STANDARD] 1st YEAR WARRANTY &
SUPPORT FOR THIS STATION SYSTEM (or
component): Telephone / Remote Access Support
(8:00 AM - 5:00 PM MST)
RS-1YR-STD $ 7,793.63 $ 7,014.26 No Charge
$ 131,004.13
$ 1,682.00
$ -
$ 6,488.19
$ 139,174.32
Estimated 9.25 Sales Tax:

Shipping:

STATION 01 System:

STATION SUBTOTAL:

STATION SYSTEM WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT Warranty & Support:

STATION SYSTEM SERVICES
PROPRIETARY and CONFIDENTIAL STATION 01 SYSTEM Page 3 of 11 Packet Page 290
13 - All communications pathway infrastructure (network, radio, etc.) by others unless specifically detailed in this proposal.

Warranty & Support Notes:

Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support.

Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement.

USDD cannot warrant nor support any system configuration that deviates from this specific proposal's documented station system design file number. USDD cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations.

For FSAaaS Program: The cost of service and support beyond initial warranty period is included in the FSASaaS Program for a total of 5 years. The service and support includes Mobile Smart Phone Alerting App and Mapping Services. Please see the FSASaaS Subscription Agreement for more information concerning the service and support provided by USDD. USDD cannot warrant nor support any system not using USDD-approved UPS Battery Backup.

USDD cannnot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations.

Station System Installation Notes:
15 - Any misuse, unauthorized modification, improper installation, excessive shock, attempted repair, accident, or improper or negligent use, storage, transportation, or handling by any party other than USDD shall render this limited warranty null, void and of no further effect 14 - USDD cannot warrant nor support any owner-furbished (3rd-Party) system or component we are required to integrate with. USDD cannot warrant nor support any system or component it has not proofed engineering for and has not specifically authorized for use within public safety environments. 01 - Unless specifically detailed in this proposal, no installation by USDD or it's subcontractors is assumed or provided. 03 - USDD can source, qualify, train and certify Local Licensed Regional Subcontrators where needed. 02 - Because these are mission-critical systems, USDD can only warrant and support systems installed by G2 Trained and Certified Contractors. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD. 12 - All electrical power, including (but not limited to) raceway,conduit, backboxes, service panels, high-voltage wiring and fixtures by others. 11 - If applicable, Gas Control Shutoff Valve Addendum (to USDD and installation contractor) must be signed prior to installation. 05 - Unless specifically detailed in this proposal, installation to be performed during normal working hours. 09 - USDD FSAS Equipment to be made available by owner to Installation Contractor prior to on-site arrival. 06 - Unless specifically detailed in this proposal, no permit fees or material charges have been included. 07 - Unless specifically detailed in this proposal, no removal or remediation has been assumed or included. 10 - Structural backing for system devices and other millwork (not specifically detailed) by others. 08 - Unless specifically detailed in this proposal, no bonds of any type (performance, bid) have been assumed,included or budgeted for in this proposal.

PROPRIETARY and CONFIDENTIAL STATION 01 SYSTEM Page 4 of 11 Packet Page 291

US DIGITAL DESIGNS QUOTE
1835 E. Sixth St. Suite #27
Tempe, Arizona 85281
877-551-8733 tel 480-290-7892 fax DATE: 9/20/2024
Expires: 12/19/2024
Quote SUBMITTED TO:

City of Seaside, California
Seaside Fire Department

REF PROPOSAL
139,174.32
132,686.13
-
6,488.19
Notes:
$ 139,174.32
(TBD By Customer) Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement
US Digital Designs System Total:

One (1) Station Systes currently included in this proposal, with installation by Tech Electric also included into a unified turnkey project proposal.

Section Totals

STATION-LEVEL SUBTOTAL
CA_SEAS007 v4

SECTION TOTALS
[UNLESS OTHERWISE NOTED, ALL PRICES ARE $US]
STATION 01 9.25% Tax.:

STATION 01 SYSTEM: Includes:

STATION 01 WARRANTY & SUPPORT:

PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 5 of 11 Packet Page 292

TERMS AND CONDITIONS OF USDD PRODUCT SALES
These U.S. Digital Designs, Inc. terms and conditions of sale (“Terms and Conditions”) are effective Sep 20, 2024 (the “Terms and Conditions Effective Date”), and supersede all prior versions covering the sale of products and related services (collectively, “Products”, as defined more specifically below) by U.S. Digital Designs, Inc. (“USDD”). References to “Customer”, “you”, or “your” all pertain to the purchaser of Products. These Terms and Conditions, together with any separate agreement you may have with USDD that specifically references these Terms and Conditions (collectively, the “Agreement”) set forth the entire agreement between the parties relating to your purchase of USDD Products. The Agreement may only be modified by an authorized representative of each party in a signed writing.

ORDERS. Orders (including any revised and follow-on orders) (each, an “Order”) for USDD Products are non-cancelable, except as expressly set forth herein, and will be governed by the terms of the Agreement. All Orders are subject to acceptance by USDD and shall include the following information: purchase order number; customer’s legal name and billing address; Customer’s shipping address; and a list of the Products and quantities for each different type of Product Customer wishes to order. USDD’s acknowledgment of its receipt of an Order shall not constitute acceptance of such Order. An Order is deemed to be accepted upon the earlier of (i) USDD’s written acceptance or (ii) shipment of the Products specified in the Order.

Any conflicting, additional, and/or different terms or conditions on Customer’s Order or any other similar instrument are deemed to be material alterations and are rejected and not binding upon USDD. USDD’s acceptance of Customer’s Order is expressly conditioned upon Customer’s assent to the terms and conditions contained herein in their entirety. Customer’s acceptance of delivery from USDD constitutes Customer’s acceptance of these terms and conditions in their entirety.

REMITTANCES. All invoices shall be due and payable upon receipt in United States currency, free of exchange or any other charges, or as otherwise agreed in writing by USDD.

QUOTE PRICING. This proposal expires 90 days after its date. Prices are subject to correction for error. Prices, terms, conditions, and Product or Service specifications are subject to change without notice. Pricing is subject to immediate change upon announcement of Product discontinuance.

PAYMENT.

4.1. Invoicing & Payment. USDD reserves the right to invoice Customer monthly for all materials delivered. Invoices are due thirty (30) days from the date of the invoice, unless prepayment is required in the quote. If the Customer becomes overdue in any progress payment, USDD shall be entitled to suspend further shipments, shall be entitled to interest at the annual rate of 18%, or the maximum amount allowed by law, and shall also be entitled to avail itself of any other legal or equitable remedies. Customer agrees that it will pay and/or reimburse USDD for any and all reasonable attorneys’ fees and costs which are incurred by USDD in the collection of amounts due and payable hereunder.

4.2. Payment Disputes. Any disputes must be provided to USDD as soon as possible and must be accompanied by detailed supporting information. Disputes as to invoices are deemed waived fifteen (15) days following the invoice date. In the event that any portion of an invoice is undisputed, such undisputed amount must be paid by no later than the invoice due date.

4.3. No Set Off. Neither Customer nor any related entities (or representatives or agents thereof) shall attempt to set off or recoup any invoiced amounts or any portion thereof against other amounts that are due or may become due from USDD, its parent, affiliates, subsidiaries or other legal entities, business divisions, or units.

4.4. Credit Card Payments. All USDD quotes are developed for the Customer with the understanding the eventualany purchase of the Products listed thereon willwould be facilitated usingsubject to USDD’s standard Purchase Order and Invoice process. If Ccustomer would rather seek to use a Credit Card for purchase, then said order would be subject to a 4% credit card surcharge.

SURCHARGES.

5.1. In addition to any Product repricing under Section 8.2, USDD may, from time-to-time and in its sole discretion, issue surcharges on new and existing Orders in order to mitigate and/or recover increased operating costs arising out of or related to, without limitation: (a) foreign currency exchange variation, (b) increased cost of third-party content, labor and materials, (c) impact of government tariffs or other actions, and (d) any conditions that increase USDD’s costs, including without limitation increased labor, freight, material or supply costs, or increased costs due to inflation (collectively, “Surcharges”). Such Surcharges will not be considered a “price increase” as contemplated hereunder and will be effective upon notice to Customer. For avoidance of doubt, Orders placed prior to the Terms and Conditions Effective Date which have not been delivered, including those on backlog or which requested delivery more than twelve (12) months from the date of Order, are subject to Surcharges.

PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 6 of 11 Packet Page 293

5.2. USDD will invoice Customer, and Buyer agrees to pay for any Surcharges pursuant to the standard payment terms in these Terms and Conditions. If a dispute arises with respect to Surcharges and that dispute remains open for more than fifteen (15) days, USDD may, in its sole discretion, withhold performance or future shipments, or combine any other rights and remedies under this Agreement or permitted by law, until the dispute is resolved. The terms of this Section shall prevail in the event of inconsistency with any other terms in these Terms and Conditions.

Any Surcharges, as well as the timing, effectiveness, and method of determination thereof, will be separate from and in addition to any changes to pricing that are affected by any other provisions in these Terms and Conditions.

CANCELLATION AND SUSPENSION. Any Order resulting from this proposal is subject to cancellation or instructions to suspend work by the Customer only upon agreement to pay USDD for all work in progress, all inventoried or ordered project parts and materials, and all other costs incurred by USDD related to the Order.

TAXES. USDD’s pricing excludes all taxes (including but not limited to sales, use, excise, value-added, and other similar taxes), tariffs and duties (including, but not limited to, amounts imposed upon the Product(s) or bill of material thereof under any Trade Act, including, but not limited to, the Trade Expansion Act, section 232 and the Trade Act of 1974, section 301) and charges (collectively “Taxes”). All Taxes of any kind levied by any federal, state, municipal or other governmental authority, which tax USDD is required to collect or pay with respect to the production, sale, or delivery of products sold to Customer, shall be the responsibility of and be invoiced to Customer, unless, at the time of Order placement, Customer furnishes USDD with a valid exemption certificate or other documentation sufficient to verify exemption from Taxes, including, but not limited to, a direct pay permit. Customer agrees to pay all such Taxes and further agrees to reimburse USDD for any such payments made by USDD.

SHIPPING/DELIVERY/RISK OF LOSS.

8.1. Delivery Liability. Delivery and shipment dates for Products are estimates only. Deliveries may be made in partial shipments. USDD and its affiliated entities are not liable, either directly or indirectly, for delays of carriers or delays in connection with any Force Majeure Event (as defined in Section 17 below), and the estimated delivery date shall be extended accordingly.

8.2. Future Delivery and Repricing. USDD will schedule delivery in accordance with its standard lead times unless the Order states a later delivery date or the parties otherwise agree in writing. USDD will accept Orders with a future ship date of up to eighteen (18) months from the date of the entry of the Order. Customer agrees that in the event an Order is scheduled to be delivered more than six (6) months from the date of the entry of the Order, USDD may, in its sole determination and at each six (6) month anniversary of the date of the entry of the Order, adjust the pricing of the Order to conform to the then-current prices of the USDD Products included in the Order. USDD will include any repricing in its final invoice related to the Order.

8.3. Storage Fees. If delivery takes place more than six (6) months from the date of the entry of the Order, Customer agrees to pay USDD a storage fee (the “Storage Fee”), as set forth in the quote, for each month after six (6) months from the date of the entry of the Order Customer has not taken delivery of the Products in the Order. USDD will separately invoice any storage fees owed under this Section at the end of each month for which the storage fees are owed.

8.4. Title & Risk of Loss. Unless otherwise specifically detailed in this quote, delivery terms for Products (excluding software and services) are (i)

EX Works (EXW Incoterms 2020) USDD’s point of shipment (“USDD Dock”) for all shipments (except that USDD is responsible for obtaining any export license), and (ii) F.O.B. USDD Dock for all domestic shipments. For shipments from a USDD Dock to a Buyer location within the same country, the import/export provisions of the INCOTERMS do not apply. USDD shall be responsible for obtaining insurance on each shipment to Customer for the full value of the shipment. Shipment shall be to a single point of delivery.

LIMITED WARRANTY. CUSTOMER’S EXCLUSIVE REMEDIES AND USDD’S SOLE LIABILITY AS TO ANY WARRANTY CLAIM ON ANY PRODUCT SOLD IN CONNECTION WITH THIS QUOTE IS AS SET FORTH IN THIS SECTION. SUCH REMEDIES ARE IN LIEU OF ANY

OTHER LIABILITY OR OBLIGATION OF USDD, INCLUDING WITHOUT LIMITATION ANY LIABILITY OR OBLIGATION FOR DAMAGE, LOSS,

OR INJURY (WHETHER DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL) ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE PRODUCTS. CREDIT, REPAIR OR REPLACEMENT (AT USDD’S OPTION) IS THE SOLE REMEDY PROVIDED HEREUNDER. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON USDD UNLESS SET FORTH IN WRITING AND SIGNED BY A USDD AUTHORIZED REPRESENTATIVE.

9.1. Product Warranty Terms. Subject to the terms, conditions and limitations contained herein, and unless USDD has otherwise provided an alternative written warranty (in which case the terms of such warranty will control), USDD warrants and guarantees its products will be free from defects in workmanship and materials (collectively, “Defects”) for 12 months from the date of shipment to Customer (“Warranty Period”). This limited warranty does not cover defects caused by normal wear and tear or maintenance.

PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 7 of 11 Packet Page 294

9.2. Product Defects. If a Defect with a Product arises and a valid claim is made within the Warranty Period, Customer shall initiate the RMA process as described below. Upon approval, USDD, at its option, will either (1) repair the Product defect at no charge, using new parts or parts equivalent to new in performance and reliability or (2) exchange the Product with a Product that is new or equivalent to new in performance and reliability and is at least functionally equivalent to the original Product. Any replacement Product or part, including a user-installable part that has been installed in accordance with instructions provided by USDD, shall remain under warranty during the Warranty Period or for ninety (90) days from the date of repair, whichever is longer. When a Product or part is exchanged, any replacement item becomes the Customer’s property and the replaced item becomes the property of USDD. Parts provided by USDD in fulfillment of its warranty obligation must be used in the same USDD Fire Station Alerting System for which the warranty claim is made.

9.3. Procedure for Warranty Claims.

9.3.1. Prior to making a Warranty claim, Customer is encouraged to review USDD’s online help resources. Thereafter, to make a valid claim hereunder, Customer must contact USDD technical support and describe the problem or defect with specificity. The first such contact must occur during the Warranty Period. USDD’s technical support contact information can be found on USDD’s web site at http://stationalerting.com/home/about-usdd/contact-usdd/. Customer must use its best efforts to assist in diagnosing defects, follow USDD’s technical instructions, and fully cooperate in the diagnostic process. Failure to do so shall relieve USDD of any further obligation hereunder.

9.3.2. Customer shall be responsible for appropriately packing and shipping Products, to USDD for repair, and shall bear all risks and costs associated withof, shipping any Product to USDD for repairthe same. USDD shall be responsible for, and bear all risks and costs of, returning any Product to Customer after repair or replacement, but Customer will be responsible for paying any customs or import duties payable upon receipt of any repaired or replacement Products. A replacement Product will be returned to Customer configured as it was when the Product was originally purchased, subject to applicable updates.

9.4. Return Material Authorization Process. If a Customer makes a warranty claim for a Product during the Warranty Period, the Customer shall provide USDD with the Product model and serial number and failure information to initiate the RMA process. Upon USDD’s issuance of the RMA, USDD will send the replacement Product, shipped postage paid ground shipping, to the address provided by Customer. RMA requests approved between 12:00 a.m. and 2:00 p.m. Mountain Standard Time are shipped on the same business day. After 2:00 p.m. Mountain Standard Time, the replacement Product is shipped on the next business day. All RMA requests are processed on the business day on which the request was received, excluding holidays. Included with the shipped package will be return shipment instructions and a pre-paid return shipping label for the Product that the Customer is returning. The original Product must be returned in the shipping box provided by USDD. No goods will be accepted for exchange or return without a pre-approved RMA number or which have not been properly packaged in USDD’s shipping box to ensure that goods are not damaged due to improper packing and the shipping process. The original Product must be shipped back within 10 days of receiving the replacement. Failure to return the original Product, or failure to return in an appropriate manner, will cause Customer to incur a replacement charge equal to full market value of the replacement Product.

9.5. No Fault Found. USDD reserves the right to charge 50% of the standard repair price if the returned Product is found to have no defect covered by the Warranty. Customer understands that this fee is intended to discourage return of Products prior to proper troubleshooting or return because the product is “old.” Product returns will not be allowed if, upon examination of the returned Product, it is determined that the Product was subjected to accident, misuse, neglect, alteration, improper installation, unauthorized repair, improper testing, or poor packaging upon return. In such event, USDD shall invoice Customer for the full market value of the replacement Product.

9.6. WARRANTY EXCLUSIONS & DISCLAIMERS.

9.6.1. USDD does not warrant that the operation of its Products or any related peripherals will be uninterrupted or error-free. USDD further does not warrant nor support any system configuration that deviates from this specific quote’s documented station system design file number.

9.6.2. USDD does not warrant or support any system not installed by G2 Trained & Certified Installation technician (installer). If Customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the Products unless USDD has had a chance to review documented engineering assumptions and approve system integrity, performance, and reliability expectations.

9.6.3. USDD is not responsible for damage arising from Customer’s failure to follow instructions relating to the use of the Products. This Warranty does not apply to any Products, including the hardware or software, not used for its intended purpose.

9.6.4. USDD cannot warrant nor support any system not using USDD-approved Uninteruptable Power Supply Battery Backup. This Warranty does not apply to monitors or televisions manufactured by third parties. Repair or replacement of such components shall be subject exclusively to the manufacturer’s warranty, if any. Recovery and reinstallation of hardware and user data (including passwords) are not covered under this Warranty.

PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 8 of 11 Packet Page 295

9.6.5. This Warranty does not apply: (a) to consumable parts, such as batteries, unless damage has occurred due to a defect in materials or workmanship; (b) to cosmetic damage, including but not limited to scratches, dents and broken plastic on ports; (c) to damage caused by use with non-USDD products; (d) to damage caused by accident, abuse, misuse, flood, lightning, fire, earthquake or other external causes; (e) to damage caused by operating the Product outside the permitted or intended uses described by USDD; (f) to damage or failure caused by installation or service (including upgrades and expansions) performed by anyone who is not a representative of USDD or a USDD authorized installer or service provider; (g) to a Product or part that has been modified to alter functionality or capability without the written permission of USDD; (h) to Software (as defined below); (i) to any other damage caused by an event or action outside of USDD’s control, including, without limitation, Customer’s failure to apply required or recommended updatres or patches to any Software or Product; or (h) if any serial number has been removed or defaced.

LIMITATIONS OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, THE LIMITED WARRANTY IN SECTION 9 OF THESE TERMS AND

CONDITIONS AND ANY OTHER REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS OR IMPLIED. AS PERMITTED BY APPLICABLE

LAW, USDD SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION,

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS. If USDD cannot lawfully disclaim statutory or implied warranties, then to the extent permitted by law, all such warranties shall be limited in duration to the duration of this express Warranty and to repair or replacement service as determined by USDD in its sole discretion.

No reseller, agent, or employee is authorized to make any modification, extension, or addition to this Warranty. If any term is held to be illegal or unenforceable, the legality or enforceability of the remaining terms shall not be affected or impaired.

EXCEPT AS PROVIDED IN THE LIMITED WARRANTY IN SECTION 9 OF THESE TERMS AND CONDITIONS, AND TO THE EXTENT

PERMITTED BY LAW, USDD IS NOT RESPONSIBLE FOR DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES

RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION, OR UNDER ANY OTHER LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF USE; LOSS OF REVENUE; LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF GOODWILL; LOSS OF REPUTATION; AND LOSS OF, DAMAGE TO OR CORRUPTION OF DATA. USDD IS NOT RESPONSIBLE FOR ANY

INDIRECT LOSS OR DAMAGE HOWSOEVER CAUSED, INCLUDING THE REPLACEMENT OF EQUIPMENT AND PROPERTY, ANY COSTS

OF RECOVERING PROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA STORED OR USED WITH USDD PRODUCTS, AND ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON THE PRODUCT.

ALL PRODUCT CLAIMS ARE LIMITED TO THOSE EXCLUSIVE REMEDIES SET FORTH IN THE LIMITED WARRANTY IN SECTION 9 OF THESE TERMS AND CONDITIONS. USDD’S AGGREGATE LIABILITY IN CONNECTION WITH THEREWITH SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS PAID BY CUSTOMER TO USDD FOR THE PRODUCTS GIVING RISE TO THE CLAIM.

CUSTOMER SHALL NOT BRING A LEGAL OR EQUITABLE ACTION AGAINST USDD MORE THAN ONE YEAR AFTER THE FIRST EVENT GIVING RISE TO A CAUSE OF ACTION, UNLESS A SHORTER LIMITATIONS PERIOD IS PROVIDED BY APPLICABLE LAW. USDD disclaims any representation that it will be able to repair any Hardware under this Warranty or make a product exchange without risk to or loss of the programs or data stored thereon.

SERVICE AGREEMENT. The Product being purchased hereunder is not subject to any post-Warranty service agreement or maintenance program unless specifically contracted for between USDD and Customer. USDD offers a comprehensive post-Warranty Service Agreement at additional cost. Customer should contact USDD regarding its Service Agreement and costs associated therewith.

SOFTWARE PRODUCTS. All software Products delivered by USDD to Customer or for which USDD provides access, including, without limitation, USDD’s mobile application software and Products with embedded software or firmware (collectively, “Software”) are not sold and are licensed. At all times that Customer is in compliance with the terms of these Terms and Conditions and any other agreement between the parties, Customer shall have a non-exclusive, non-transferable, fully paid license to use the Software, but only in conjunction with the Products provided by USDD and Customer’s fire station alerting system (the “License”). The terms of such Software License may be set forth in a separate software license agreement or end user license agreement provided by USDD with such Software. In no event shall Customer have any right to (or authorize or allow any third party to) distribute, sell, lend, rent, transfer, or convey the Software; grant any sublicense, lease, or other rights in the Software; decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct, identify, or discover any source code, underlying user interface architecture or techniques, or algorithms of the Software by any means; or take any action that would cause the Software or any portion of it to be placed in the public domain. In the event of a conflict between the terms of any Software license terms provided upon download or purchase a purchase and these Terms and Conditions, the relevant Software license terms shall control solely with respect to such Software.

PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 9 of 11 Packet Page 296
INTELLECTUAL PROPERTY: Customer hereby agrees and acknowledges that USDD owns all rights, title, and interest in and to the Intellectual Property (as defined below). Customer agrees to not remove, obscure, or alter USDD’s or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through USDD’s Product (as defined below). Nothing herein shall be deemed to give, transfer, or convey to Customer any rights in the Intellectual Property other than the License, as set forth above. For purposes of this Section,“Intellectual Property" means any and all rights of USDD related to USDD’s Products existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all derivative works, work product, applications, renewals, extensions and restorations thereof, now or hereafter in force and effective worldwide.

REMOTE ACCESS TO THE SYSTEM.

14.1. Remote Access. USDD requires remote network access to the Customer’s Products through Secure Shell (SSH) to perform implementation and support tasks under this Agreement. To enable remote network access, the Customer will provide USDD support personnel VPN or similar remote network access to the Products for USDD support personnel (“Customer Support”) to effectively troubleshoot critical or complex problems and to expedite resolution of such issues. Remote network access is also used to install core software upgrades and customized software. USDD will only access Customer’s Products with the knowledge and consent of Customer. USDD will not access any other systems or data.

14.2. Alternative to Network Access. If the Customer elects not to provide remote network access to the Products, then USDD may not be able to perform some support functions. Customers that elect not to routinely provide network access may temporarily reinstate this access to allow USDD to perform the above services. The following services will not be performed without this access: Product software upgrades; Product software customization; Network troubleshooting assistance including packet capture and network monitoring on USDD devices; Detailed log analysis; Bulk updates to certain Product database tables; Troubleshooting that requires low-level system access or large file transfer.

14.3. Timely Access. Customers much ensure that remote access is available prior to notifying USDD of a support request. In the event that the Customer is unable to provide remote access, USDD will not be required to provide support outside those tasks that do not require remote access, and any corresponding resolution response times will not apply.

14.4. Physical Security Tokens. USDD has multiple software engineers that provide after-hours support and these engineers do not typically take security tokens from the USDD office. If the customer requires the use of physical security tokens, this may delay after hours service.

GOVERNING LAW. This proposal and any contract or agreement resulting therefrom will be governed by and construed according to the laws of the State of Arizona without regard to its conflicts of law principles.

DISPUTE RESOLUTION/ARBITRATION. Before either USDD or Customer initiate any dispute resolution process related to the Agreement, they must schedule a mandatory executive resolution conference to be held within thirty (30) days of receipt of the other party’s written request.

The conference must be attended by at least one executive from each party. At the conference, each party will present its view of the dispute in detail and the executives will enter into good faith negotiations in an attempt to resolve the dispute. If the dispute is not resolved within fifteen (15) days of the end of the conference or if one party refuses to attend the executive resolution conference, then USDD and Customer further agree that any remaining dispute between them arising out of or relating to this Agreement will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, to the extent such rules are not inconsistent with this Section, in the AAA’s Phoenix regional office by a single, neutral arbitrator. Discovery may be conducted either upon mutual consent of the parties or by order of the arbitrator upon good cause being shown. In ruling on motions pertaining to discovery, the arbitrator shall consider that the purpose of arbitration is to provide for the efficient and inexpensive resolution of disputes, and the arbitrator shall limit discovery whenever appropriate to ensure that this purpose is preserved. The arbitrator shall permit dispositive motions and issue a written decision sufficient to explain the essential findings and conclusions and may award damages. Any award rendered by the arbitrator will be final and binding upon USDD and Customer, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. USDD and Customer expressly and irrevocably consent to the jurisdiction of the Maricopa County Superior Court of Arizona for such purpose. In the event a dispute is submitted to arbitration pursuant to this Section, the prevailing party shall be entitled to the payment of its reasonable attorneys’ fees and costs, as determined by the arbitrator. Each of the parties shall keep all disputes and arbitration proceedings strictly confidential, except for disclosures of information required by applicable law or regulation.

PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 10 of 11 Packet Page 297
FORCE MAJEURE. Except for Customer’s duty to pay sums due hereunder, neither party will be liable to the other for any failure to meet its obligations due to any Force Majeure Event. As used herein, a “Force Majeure Event” is one that is beyond the reasonable control of the nonperforming party and may include, but is not limited to: (a) delays or refusals to grant an export license or the suspension or revocation thereof, (b) embargoes, blockages, seizure or freeze of assets, or any other acts of any government that would limit a party’s ability to perform the Contract, (c) fires, earthquakes, floods, tropical storms, hurricanes, tornadoes, severe weather conditions, or any other acts of God, (d) quarantines, pandemics, or regional medical crises, (e) labor strikes, lockouts, or pandemic worker shortages, (f) riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism or war, declared or not (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), and (g) shortages or inability to obtain materials or components. The party unable to fulfill its obligations due to Force Majeure will promptly (i) Notify the other in writing of the reasons for its failure to fulfill its obligations and the effect of such failure; and (ii) Use all reasonable efforts to avoid or remove the cause and perform its obligations.

If a Force Majeure Event results in a delay, then the date of performance will be extended by the period of time that the non-performing party is actually delayed or for any other period as the parties may agree in writing. In the event that a Force Majeure Event is ongoing for a period of time which is sixty (60) days or longer, USDD may provide notice to Customer that it is cancelling its Order.

ACCEPTANCE OF TERMS. This proposal shall become a binding contract between the Customer and USDD when accepted in writing by the Customer. Without limiting the foregoing, issuance by Customer of a purchase order to USDD for any of the goods or services herein described shall constitute acceptance. Any such acceptance shall be with the mutual understanding that these Terms and Conditions of this proposal are a part thereof with the same effect as though signed by both parties named herein and shall prevail over any inconsistent provision of said order.

No waiver, alteration, or modification of these terms and conditions shall be binding unless in writing and signed by an authorized representative of USDD.

SEVERABILITY. In the event any provision or portion of a provision herein is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions shall not be affected and, in lieu of such provision, a provision as similar in terms as may be legal, valid, and enforceable shall be added hereto.

WAIVER. The failure of either party to insist upon strict performance of any provision of these Terms and Conditions, or to exercise any right provided for herein, shall not be deemed to be a waiver for the future of such provision or right, and no waiver of any provision or right shall affect the right of the waiving party to enforce any provision or right herein.

NO JOINT VENTURE. The parties acknowledge that they are independent entities and nothing contained in these Terms and Conditions shall be construed to constitute either party hereto as the partner, joint venturer, employee, agent, servant, franchisee, or other representative of the other party hereto, and neither party has the right to bind or obligate the other, except as otherwise provided herein. Furthermore, nothing contained in these Terms and Conditions shall be construed to constitute Customer as an exclusive purchaser of the Products in any respect.

THIS QUOTE SUBJECT TO REVIEW FOR ERRORS AND OMISSIONS.

PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 11 of 11 Packet Page 298
Holder Identifier : 7777777707070700077763616065553330763617446315556607453027762407311072650576046331130772405557067455207562451732230552071622335720327700750627313643233207140013572234530077727252025773110777777707000707007 6666666606060600062606466204446200620200406226002206002224240262220062220062422420000622202426204222006220224042260020062200040420422020620220426224200006222224062202402066646062240664440666666606000606006 Certificate No : 570108435642

CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)
09/24/2024
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc.

New York NY Office
One Liberty Plaza
165 Broadway, Suite 3201
New York NY 10006 USA
PHONE
(A/C. No. Ext): E-MAIL ADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122
INSURED INSURER A: XL Insurance America Inc 24554
INSURER B: XL Specialty Insurance Co 37885
INSURER C: Greenwich Insurance Company 22322
INSURER D:

INSURER E:

INSURER F:

FAX
(A/C. No.): 800-363-0105
CONTACT NAME:

Honeywell International Inc.
855 S. Mint
Charlotte NC 28202 USA
COVERAGES CERTIFICATE NUMBER: 570108435642 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requested

POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVDINSR LTRADDL TYPE OF INSURANCE INSD POLICY NUMBER LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR

POLICY LOC
EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE

PRODUCTS - COMP/OP AGG
X
X
XGEN'L AGGREGATE LIMIT APPLIES PER:
$5,000,000
$5,000,000
$50,000
$5,000,000
$5,000,000
Included
C Y Y RGC943763011 04/01/2024 04/01/2025
PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO

OWNED AUTOS ONLY

SCHEDULED
AUTOS

HIRED AUTOS ONLY NON-OWNED AUTOS ONLY
BODILY INJURY ( Per person) PROPERTY DAMAGE
(Per accident) X
BODILY INJURY (Per accident)
$1,000,000 C 04/01/2024 04/01/2025
AOS

Y Y COMBINED SINGLE LIMIT
(Ea accident)
RAC943764211

EXCESS LIAB

X OCCUR CLAIMS-MADE AGGREGATE
EACH OCCURRENCE DED 04/01/2024 $4,000,000

EXCESS AUTO ONLY
UMBRELLA LIAB C RAO943764511 04/01/2025

RETENTION
X
E.L. DISEASE-EA EMPLOYEE
E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $5,000,000 X

OTH- ER
A 04/01/2024 04/01/2025 PER STATUTE AOS
B RWC943540211 04/01/2024 04/01/2025
$5,000,000
Y / N
(Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER N / A

Y N AK, WI WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $5,000,000 RWD943540311
RWE943540411 04/01/2024 04/01/2025 EL Each Accident
AZ, OH, WA EL Disease - Ea Empl $5,000,000
EL Annual Aggregate $5,000,000
B Excess Workers Compensation
SIR applies per policy terms & conditions
$5,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Seaside included as Additional Insured for the General Liability and Automobile Liability policies with respect to Honeywell operations in connection with Honeywell International, Inc. Coverage is Primary and Non-Contributory for the General Liability and Automobile Liability policies. Waiver of Subrogation is granted in favor of City of Seaside for the General Liability, Automobile Liability and Workers' Compensation policies where required by written contract.

CERTIFICATE HOLDER CANCELLATION
City of Seaside AUTHORIZED REPRESENTATIVE 440 Harcourt Avenue Seaside CA 93955 USA
ACORD 25 (2016/03)
©1988-2015 ACORD CORPORATION. All rights reserved
The ACORD name and logo are registered marks of ACO
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

Packet Page 299
AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE
LOC #:

ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE

POLICY NUMBER
AGENCY NAMED INSURED See Certificate Numbe
See Certificate Numbe
570108435642
570108435642
Aon Risk Services Northeast, Inc.
570000054391
ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits.

INSURER

INSURER

INSURER

INSURER

INSURER(S) AFFORDING COVERAGE
Page _ of _
NAIC #
Honeywell International Inc.

TYPE OF INSURANCE

POLICY NUMBER LIMITS OTHER
B RWE943540511 04/01/2024 04/01/2025
Excess WC Limits
are Statutory in

AZ, OH, WA, & NM
Excess WC - NM

ADDL INSD

INSR LTR

SUBR WVD

POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) SIR applies per policy terms & conditions
ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Packet Page 300
ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD
PRODUCER CONTACT NAME: PHONE FAX
(A/C, No, Ext): (A/C, No): E-MAIL ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F : POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE LIMITS (MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB

EXCESS LIAB WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $

PRO- POLICY LOC JECT PRODUCTS - COMP/OP AGG
OTHER: $

COMBINED SINGLE LIMIT
(Ea accident) $
ANY AUTO BODILY INJURY (Per person) $

OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY (Per accident) $

HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY (Per accident) $
$
OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $
DED RETENTION $

PER OTH- STATUTE ER
E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
9/20/2024
(408) 350-5700
31453
Electrical Construction Service, Inc
12845 Clayton Rd
San Jose, CA 95127
29424
A 1,000,000
X X 60521611 1/1/2024 1/1/2025 100,000
5,000
1,000,000
2,000,000
2,000,000
A 1,000,000
X X 60521611 1/1/2024 1/1/2025
A 2,000,000
60521611 1/1/2024 1/1/2025 2,000,000
10,000
B
57WECIO4916 1/1/2024 1/1/2025 1,000,000 Y
1,000,000
1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) If required by a written agreement or a contract, per form CG 2010R 1211 & CA 71 09 01 17, the certificate holder is an Additional insured with respects to general liability and auto liability coverages. Such insurance shall be primary and non-contributory to any other insurance with respect to general and auto liability coverages per forms CG 2010R 1211 and CA 0449 1116. If required by a written agreement or a contract, per forms CG 2010R 1211 & CA 71 09 01 17, waiver of subrogation applies with respects to general liability & auto liability coverages.

Seaside Fire Department
1635 Broadway Avenue
Seaside, CA 93955
ELECCON-01 JKELCH1
Acrisure Partners West Coast Insurance Services, LLC
1950 W Corporate Way #1
Anaheim, CA 92801
Financial Pacific Insurance Company
Hartford Casualty Insurance Company
X
X
X
X
X
X
X
X
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CITY OF SEASIDE

STAFF REPORT
Item No.: 8.O.

TO: City Council
FROM: Craig Malin, Interim City Manager
BY: Sheri Damon, City Attorney
Kirstin van Gend, Administrative Analyst II
DATE: October 3, 2024
SUBJECT: ADOPT A RESOLUTION APPROVING AN AMENDMENT TO THE

PROFESSIONAL SERVICES AGREEMENT WITH GEOSYNTEC
CONSULTANTS, INC. FOR SUPPLEMENTAL SOIL SAMPLING
SERVICES FOR CAMPUS TOWN PHASE 1A FOR AN AMOUNT
NOT TO EXCEED $62,400.00 TO BE PAID FROM FORA

DEMOLITION BONDS

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute an amendment to the professional services agreement with Geosyntec Consultants, Inc. for supplemental soil sampling services for Campus Town Phase 1A for an amount not to exceed $62,400.00.

BACKGROUND
On June 17, 2024, the City Manager signed a contract with Geosyntec Consultants, Inc. (Geosyntec) for Environmental Consultant Services - Phase 1A Preliminary Endangerment Assessment and Phase 1B Document Review for an amount not to exceed $24,800.00. The scope of services and associated budget in the proposal included: environmental consultation, document preparation, and agency coordination services related to the properties near the intersection of Lightfighter Drive and General Jim Moore Boulevard in Seaside.

Geosyntec is an approved consultant on the City's On-Call list approved by City Council on May 16, 2024. They have experience performing environmental investigation, excavation, and reporting work in the Phase 1A Development Area. Over the last few months, it was discovered that the extent of the lead-based-paint impacts on the soil Packet Page 323

Item No. 8.O. Page 2 of 2
was wider than originally anticipated.

Geosyntec submitted a proposal on September 19, 2024, for $62,400.00. The scope of services is for additional soil sampling to delineate the extent of lead impacts previously detected during excavation. This will include soil investigations and reporting, and ongoing DTSC (Department of Toxic Substance Control) communication. Staff reviewed the scope and fee of the proposal, and found it acceptable.

Staff recommends adopting a resolution authorizing an amendment to the professional services agreement with Geosyntec Consultants, Inc. to provide supplemental soil sampling services for Campus Town Phase 1A for a total revised contract amount not to exceed $87,200.00 and written amendments such that the total agreement does not exceed $95,920.00.

A project contingency of 10% of the revised contract total ($87,200.00), or $8,720.00, is requested for unforeseen circumstances.

FISCAL IMPACT
The original professional services agreement is in the amount of $24,800.00, and was approved by the City Manager. The proposed contract amendment with Geosyntec Consultants, Inc. for additional services related to Campus Town Phase 1A is in the amount of $62,400.00. A 10% contingency adds $8,720.00 for a total of $95,920.00 All fees and costs presented by this contract do not impact the General Fund, but instead are paid for by FORA funds - Consultant Account (no. 329-8110-1030).

ATTACHMENTS

1. Resolution

2. Amendment 1

3. Professional Services Agreement
Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
Packet Page 324
Meeting Date: 10/03/24
Item #: X.X.

RESOLUTION NO. 24-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEASIDE

APPROVING AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH GEOSYNTEC CONSULTANTS, INC. FOR SUPPLEMENTAL SOIL
SAMPLING SERVICES FOR CAMPUS TOWN PHASE 1A FOR AN AMOUNT NOT TO EXCEED $62,400.00
WHEREAS, on June 17, 2024, the City Manager approved a professional services agreement with Geosyntec Consultants, Inc. (Geosyntec) for Environmental Consultant Services - Phase 1A Preliminary Endangerment Assessment and Phase 1B Document Review for an amount not to exceed $24,800.00; and WHEREAS, it was discovered that the extent of the lead-based-paint impacts on the soil was wider than originally anticipated; and
WHEREAS, Geosyntec submitted a proposal on September 19, 2024, for the additional soil sampling now required including soil investigations and reporting, and ongoing DTSC (Department of Toxic Substance Control) communication, in the amount of $62,400.00, for a total revised contract amount of $87,200.00; and WHEREAS, Staff reviewed the scope of work and fee in the proposal, and found it acceptable; and
WHEREAS, an amount of $8,720.00 contingency, 10% of the contract value, should be authorized on an as required basis; and
WHEREAS, there are sufficient funds in from the FORA Blight Removal – Consultant account (no. 329-8110-1030) to fund the additional soil sampling services.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Seaside does hereby authorizes the City Manager to execute an amendment to the professional services agreement with Geosyntec Consultants, Inc. for supplemental soil sampling services for Campus Town Phase 1A for an amount not to exceed $62,400.00 and written amendments such that the total agreement does not exceed $95,920.00.

PASSED AND ADOPTED at a Regular meeting of the City Council of the City of Seaside duly held on the 3RD day of October, 2024, by the following vote:

AYES: COUNCIL MEMBERS
NOES: COUNCIL MEMBERS
ABSENT: COUNCIL MEMBERS
ABSTAIN: COUNCIL MEMBERS
Packet Page 325
-2
APPROVED:
_______________________________
Ian N. Oglesby, Mayor
ATTEST:
______________________________
Dominique L. Davis, City Clerk
APPROVED TO FORM:
______________________________
Sheri L. Damon, City Attorney
Packet Page 326
CONTRACT AMENDMENT #1

PROFESSIONAL SERVICES
City of Seaside

Date: September 26, 2024 Change Requested by: _ X_ City __ _ Consultant Contract Date Project Name
June 17, 2024 Environmental Consultant Services – Phase 1A Preliminary Endangerment Assessment and Phase 1B Document Review
To (Consultant): Geosyntec Consultants, 1111 Broadway, 6th Floor, Oakland CA 94607 You are directed to make the following changes to the Contract Documents or amend the following described work not included in the contract documents for this project.

The purpose of this addendum is to provide additional professional services related to the project named above. The contract terms and conditions shall not be modified except for as stated herein.

MODIFY the following text in Section 2, “SERVICES.”
Consultant shall perform the tasks described and set forth in Exhibit A and A-1 attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A and A-1.

MODIFY the following text in Section 5, “PAYMENT.”
(a) The Agency agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B and B-1, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. This amount shall not exceed EIGHTY SEVEN THOUSAND TWO HUNDRED DOLLARS ($87,200.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement.

Original Contract
Amount
Previous CCO Total (Not
including this
Amendment)
This
Amendment
Total
Revised Contract
Amount
$24,800.00 $0.00 $62,400.00 $87,200.00
Original Contract
Time
Original Completion Date
Months to Add
(Including This
Amendment)
Revised Completion
Date
12 Months June 30, 2025 0 June 30, 2025
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CONTRACT AMENDMENT #1

PROFESSIONAL SERVICES
City of Seaside

SUBMITTED BY:

Sheri Damon
City Attorney
Signature Name and Title Date
CITY APPROVAL BY:

Craig Malin
Interim City Manager
Signature Name and Title Date

CONSULTANT
ACCEPTANCE BY:

Randy Brandt
Senior Principal Geologist
Signature Name and Title Date
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1111 Broadway, 6th Floor
Oakland, California 94607
PH 510-836-3034
FAX 510-836-3036
www.geosyntec.com
City of Seaside SSI 4214 Soil update.docx
September 26, 2024
Ms. Sheri Damon
City Attorney, City of Seaside
440 Harcourt Avenue
Seaside, California 93955
Subject: Proposal for Environmental Consulting Services Supplemental Soil Sampling – Building 4214
City of Seaside, Former Fort Ord
Lightfighter Drive & 2nd Avenue
Seaside, California
Dear Ms. Damon,
Geosyntec Consultants, Inc. (Geosyntec) is pleased to submit this proposal to the City of Seaside (Seaside), to provide supplemental soil sampling services at Campus Town Phase 1A near the intersection of Lightfighter Drive and Second Avenue, Seaside, California (Site). Seaside has acquired the Site, known as the Fort Ord Surplus II Areas, from the U. S. Department of Defense that was part of the former Fort Ord Army Base. Seaside established development areas, known as the Parcel 1A and Parcel 1B Development Areas, within the Seaside city limits. Seaside has entered into a development agreement with a master developer to implement a mixed-use development project (Campus Town). The development will include high density residential housing, single family homes, commercial business and retail, and associated public facilities such as parks, open space, and schools.

OBJECTIVE AND SCOPE OF WORK
The objective of Geosyntec’s services will be to collect supplemental soil samples from the area of the former Building 4214 to delineate the extent of lead impacts that were previously detected in the sidewalls of the excavation. The objectives will be met by implementing the scope of services described below.

EXHIBIT A-1
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City of Seaside
September 26, 2024

City of Seaside SSI 4214 Soil update.docx
Task 1 – Supplemental Soil Investigation
To delineate the remaining extent of lead-based-paint impacts to soil in the vicinity of the Building 4214 excavation, Geosyntec proposes to advance an additional 42 borings to 3 to 4 feet below ground surface (bgs). Geosyntec will oversee a licensed drilling subcontractor who will advance the 42 borings via hand auger. Soil cuttings from hand augering will be laid out sequentially on plastic sheeting and visually logged by Geosyntec staff. Soil borings will be backfilled to ground surface with hydrated bentonite chips.

Soil samples will be collected from each boring at depths of 0.5, 2, 3, and 4 feet bgs using a clean trowel and placed in clean jars provided by the laboratory. 1 In total, up to 142 soil samples are
expected to be collected. The jarred samples will be bagged in zip-lock bags and placed in a cooler with wet ice. The samples will be transported to Enthalpy Analytical of Orange, California under standard chain-of-custody protocol for analysis of lead by United States Environmental Protection Agency (USEPA) Method 6010B, and a turn-around-time time of 48 hours will be requested.

During sample collection, Geosyntec proposes to use a portable x-ray fluorescence spectrometer (XRF) to field screen soil samples for lead concentrations. Soil sample analysis and/or collection and analysis will be performed in general accordance with USEPA Method 6200. Remaining soil cuttings will then be drummed and stored on Site for off haul by a licensed waste management company.

Also included in this task are activities to be performed in advance of the field mobilization, such as subcontractor coordination and health and safety preparation. The field work is assumed to span two mobilizations, one day each, with two field staff. The total estimated effort for this task is $37,900.

Task 2 – Supplemental Soil Investigation Report
Following receipt of the analytical results from the laboratory, Geosyntec will perform a review of the data to confirm that they are of suitable quality. Geosyntec will then prepare a letter report summarizing the methods and results of the soil sampling and laboratory analyses, conclusions, and recommendations. The report will be provided to the City of Seaside within approximately seven business days following receipt of the final data set from the laboratory. 1 Only six borings are planned to be sampled to 4 feet bgs.

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City of Seaside
September 26, 2024

City of Seaside SSI 4214 Soil update.docx
Geosyntec has assumed a total of 40 hours for this effort, for a total estimated effort of $8,500.

Task 3 – Ongoing DTSC Interaction and Project Support
To support weekly meetings with Seaside and their consultant Kimley-Horn, planning for Phase 1B, and ongoing project support, Geosyntec proposes a separate task for project team meetings, communications with DTSC, and additional project support.

Geosyntec has assumed a total of 60 hours for this effort, for a total estimated effort of $16,000.

ESTIMATED COST, TERMS, AND CONDITIONS
Geosyntec proposes to conduct these services on a time and materials basis in accordance with the attached rate schedule and terms and conditions of the Professional Services Agreement between Geosyntec and the City of Seaside executed July 3, 2024. The estimated cost for the above scope of services is $62,400, which will not be exceeded without your written approval, is summarized in the following Table:

Task Labor Cost Subcontractors &
Direct Expenses
Total
1: Supplemental Soil Investigations $18,900 $19,000 $37,900 2: Supplemental Soil Investigation Report $8,400 $100 $8,500 3: Ongoing DTSC Interaction and
Communications
$16,000 $0 $16,000
Totals $43,300 $19,100 $62,400
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City of Seaside
September 26, 2024

City of Seaside SSI 4214 Soil update.docx
We appreciate the opportunity to provide these services to you. If this proposal is acceptable to you, please issue a Purchase Order, referencing this Proposal, for our signature. If you have any questions or require additional information regarding this proposal, please contact the undersigned at 209-648-9176 (Molly) or 510-285-2703 (Anju).

Sincerely,
Anju Wicke Molly Small, PG, CEM (CA, NV)
Senior Principal Senior Geologist
Attachments: 2024 Rate Schedule
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HAZMAT INVESTIGATION, WASTE

CHARACTERIZATION & REMEDIATION

FOR CITY OF SEASIDE

GEOSYNTEC CONSULTANTS
2024 U.S. RATE SCHEDULE
Rates are provided on a confidential basis and are client and project specific. These rates are not to be shared publicly.

Unless otherwise agreed, rates will be adjusted annually based on a minimum of the Producer Price Index for Engineering Services.

Rates for field equipment, health and safety equipment, and graphical supplies presented upon request.

Construction management fee presented upon request.

Staff Professional $154
Senior Staff Professional $178
Professional $198
Project Professional $224
Senior Professional $254
Principal $274
Senior Principal $294
Technician I $ 83
Technician II $ 89
Senior Technician I $ 99
Senior Technician II $106
Site Manager I $116
Site Manager II $128
Construction Manager I $142
Construction Manager II $152
Senior Designer $190
Designer $160
Senior Drafter/Senior CADD Operator $145
Drafter/CADD Operator/Artist $130
Project Administrator $ 85
Clerical $ 65
Direct Expenses Cost plus 12%
Subcontract Services Cost plus 12%
Technology/Communications Fee 3% of Professional Fees
Specialized Computer Applications (per hour) $ 15
Personal Automobile (per mile) Current Gov’t Rate
Photocopies (per page) $ .09
EXHIBIT B-1
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CITY OF SEASIDE

STAFF REPORT
Item No.: 8.P.

TO: City Council
FROM: Sheri L. Damon, City Attorney
DATE: October 3, 2024
SUBJECT: ADOPT A RESOLUTION APPROVING AN ACCESS AGREEMENT

FOR THE COURTHOUSE PROJECT

RECOMMENDATION
Adopt a resolution approving the Mutual Access Agreement between the California Judicial Council, City of Seaside and Marina Community Partners, LLC and authorizing the City Manager to execute and implement the agreement.

BACKGROUND
On September 21, 2023, the City Council approved the transfer of approximately 5 acres of property to the Judicial Council of California for the new Courthouse project ("Courthouse Site"). As part of this transfer, the agreement mandated that utilities such as water, sewer, and power be provided for the site.

In May 2024, the City Council authorized the City to contract with MCP/Shea to install the necessary utilities and reimburse them for the proportionate share of courthouse infrastructure, including the undergrounding of power lines along the City’s retained Main Gate property.

Currently, Divarty Road is owned by MCP and has not yet been dedicated as a public right of way. To ensure that the California Department of General Services recognizes access to the Courthouse Site from Divarty Street, a mutual access agreement has been proposed. This agreement grants the Judicial Council access to the property via Divarty Street before its dedication as a public right of way and allows MCP to enter both the Courthouse Site and City-owned property to perform infrastructure-related activities.

The City, as the current owner of the Courthouse Site and other properties that MCP needs access to for infrastructure and Divarty Road improvements, also benefits from this agreement. These infrastructure upgrades, necessary for the Courthouse, will further enhance the City's Main Gate property.

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Item No. 8.P. Page 2 of 2

FISCAL IMPACT
Nuetral to beneficial as the Main Gate property begins development

ATTACHMENTS

1. Resolution

2. Exhibit A - Access Agreement
Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
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RESOLUTION NO. 2024-xx

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEASIDE

AUTHORIZING A MUTUAL ACCESS AGREEMENT BETWEEN THE JUDICIALCOUNCIL, MCP

PARTNERS, AND THE CITY OF SEASIDE
WHEREAS, on or about September 21, 2023, the City Council and the Successor Agency approved an acquisition agreement for the transfer of approximately five acres of land for the construction of a new Courthouse (“Courthouse Site”); and WHEREAS, on or about May 2, 2024, the City Council approved Resolution 24-40 amending the Capital Improvement Program and approving a reimbursement agreement with Marina Community Partners, LLC/Shea Homes (“MCP”) for the installation of infrastructure necessary to serve the Courthouse project; and
WHEREAS, the infrastructure improvements will require MCP to enter upon land currently owned the City of Seaside; and
WHEREAS, MCP in order to install infrastructure improvements for itself and the City will be required to enter upon land which will be owned by the State of California and managed by the Judicial Council; and
WHEREAS, the State of California, Judicial Council will be required to use Divarty Street to ultimately access the 5-acre courthouse site. At this time, Divarty Street is in private ownership by Marina Community Partners LLC (MCP). MCP will ultimately dedicate Divarty as a public right-of-way when MCP files its final map and completes the improvements; and WHEREAS, it is to the benefit of all parties to enter into a mutual access, cooperation and coordination agreement in order to ensure timely construction of infrastructure, transfer of property and implementation of all projects.

NOW, THEREFORE, BE IT RESOLVED that the City of Seaside hereby authorizes the City Manager to execute an Access Agreement between the Judicial Council of California, The City of Seaside and Marina Community Partners LLC in substantially the form as attached as Exhibit A. The City Manager is also authorized to take such other steps in furtherance of and to implement the access agreement, including executing modifications from Exhibit A, as finally reviewed and approved by the City Attorney, in order to facilitate the courthouse project.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Seaside duly held on the 3rd day of October 2024 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:
______________________________
Ian N. Oglesby, Mayor
ATTEST:

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___________________________
Dominique Davis, City Clerk
REVIEWED AS TO FORM:
____________________________
Sheri L. Damon, City Attorney
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New Fort Ord Courthouse Project / Divarty Street
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ACCESS AGREEMENT

BETWEEN THE JUDICIAL COUNCIL OF CALIFORNIA,

THE CITY OF SEASIDE, AND

MARINA COMMUNITY PARTNERS, LLC REGARDING

THE NEW FORT ORD COURTHOUSE PROJECT AND

DIVARTY STREET DEVELOPMENT
This Access Agreement (“Agreement”) is made and entered into as of _________________, 20___ (“Effective Date”), by and between the Judicial Council of California (“Judicial Council”), the City of Seaside (“City”), and Marina Community Partners, LLC (“MCP” or “Shea Homes”). For purposes of this Agreement, the Judicial Council, City, and Shea Homes may be individually referred to as a “Party” and collectively referred to as the “Parties.”

RECITALS
A. The City is owner of certain real property commonly known as the Main Gate site consisting of approximately 50 acres located in the State of California, County of Monterey, City of Seaside at the Northeast corner of Lightfighter Drive and First Avenue, bound to the North by Divarty Street and to the East by Second Avenue, Assessor’s Parcel Number 031-151-013-000 (“Main Gate Property”), as depicted in Exhibit “A,” attached hereto and made a part hereof.

B. A portion of the Main Gate Property includes approximately 5.0 acres approximately located at the Northeast corner of the Main Gate Property (“Courthouse Property”), as depicted in Exhibit “A,” attached hereto and made a part hereof.

C. The Judicial Council intends to acquire from the City, and the City intends to convey to the Judicial Council, fee title interest to the Courthouse Property pursuant to a separate Property Acquisition Agreement between the City and State of California (“State”) on behalf of the Judicial Council (“PAA”).

D. The Judicial Council intends to construct on the Courthouse Property the New Fort Ord Courthouse Project (Court Facility No. 27-J1) (“Courthouse Project”) for occupancy and use by the Superior Court of California, County of Monterey (“Court”).

E. The Judicial Council intends to finance the construction of the Courthouse Project through issuance of State Public Works Board (“SPWB”) lease revenue bonds (“Bonds”), which will in part be secured by site and facility leases between the Judicial Council and SPWB pertaining to the Courthouse Property and the Courthouse Project, respectively (the “Bond Documents”). As a condition to issuing the Bonds, SPWB will require, among other things, that the Judicial Council and SPWB’s quiet enjoyment and Packet Page 377
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beneficial use of the Courthouse Property and the Courthouse Project, respectively, not be materially impaired at any time during the term of the Bond Documents.

F. For purposes of this Agreement and as appropriate based on the context being used, the “Courthouse Property Owner” is the City while the City is the fee title owner of the Courthouse Property and is the Judicial Council upon the City and Judicial Council’s consummation of the City’s conveyance of fee title ownership to the State on behalf of the Judicial Council pursuant to the PAA. Notwithstanding, at all times including following the Judicial Council becoming the Courthouse Property Owner, the Judicial Council has no rights, responsibilities, or liability with respect to the remaining approximate 45-acre portion of the Main Gate Property less the Courthouse Property (“City Property”), which remains with the City unless otherwise agreed to in writing by the Parties.

G. Shea Homes is owner of certain property in the State of California, County of Monterey, within the jurisdictional boundaries of the City of Marina adjacent to the Northern boundary of the City of Seaside that fronts Divarty Street on the North side of the Courthouse Property between First Avenue and Second Avenue, including Divarty Street itself (“MCP Property”), as depicted in Exhibit “A.”
H. Shea Homes is in the process of developing the Dunes on Monterey Bay Project, a 358-acre development within the City of Marina consisting of residential, retail, office, multiple use, and park uses (“Dunes Project”) which extends to and includes the MCP Property.

I. Under the terms of the PAA and outside of this Agreement, the City will be responsible for performing certain on-site, off-site, and other infrastructure improvements located within the Courthouse Property and MCP Property that are needed for the Courthouse Property to be ‘shovel-ready’ for the Courthouse Project’s commencement (“Infrastructure Improvements”) pursuant to a separate Infrastructure Improvements Agreement between the City and Judicial Council (“City-Judicial Council IIA”). The City intends to have Shea Homes perform a series of improvements along Divarty Street, including all or a portion of the Infrastructure Improvements as more fully set forth in and pursuant to a separate Agreement for Reimbursement for Construction of Improvements along Divarty Street and Cooperation in Development along Divarty Street between the City and Shea Homes (“City-Shea Homes Reimbursement Agreement”). Shea Homes is not party to the City-Judicial Council IIA, is not responsible for any obligations under the City-Judicial Council IIA by virtue of entering into this Agreement, and shall not be subject to any claims or liabilities arising from the City-Judicial Council IIA. The Judicial Council is not party to the City-Shea Homes Reimbursement Agreement, is not responsible for any obligations under the City-Shea Homes Reimbursement Agreement by virtue of entering into this Agreement, and shall not be subject to any claims or liabilities arising from the City-Shea Homes Reimbursement Agreement.

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J. As part of the Dunes Project and outside of this Agreement, Shea Homes is responsible for undergrounding certain overhead dry utility lines operated by utility companies including, but not limited to, Pacific Gas & Electric Company, AT&T Corporation, and Comcast Corporation that currently run parallel to Divarty Street between First Avenue and Second Avenue adjacent to the Main Gate Property and MCP Property, the portion of which that runs along the Courthouse Property is included within the Infrastructure Improvements that are the responsibility of the City (the “Undergrounding Improvements”).

K. As part of the Dunes Project, Shea Homes is responsible for certain improvements to the portions of Divarty Street fronting the MCP Property and the City Property, generally consisting of the demolition of existing Divarty Street improvements, grading, construction of storm sewers, installation of domestic water infrastructure, curb construction, gutter and sidewalk construction, and signage and striping (the “Shea Divarty Improvements”). In addition to the Shea Divarty Improvements, Shea Homes will perform sanitary sewer and domestic water improvements along the portions of Divarty Street fronting the MCP Property and the City Property required to serve the Courthouse Project (the “Courthouse Divarty Improvements”).

L. Shea Homes’ performance of the Undergrounding Improvements, Shea Divarty Improvements, and the Courthouse Divarty Improvements is pursuant to the CityShea Homes Reimbursement Agreement.

M. The Undergrounding Improvements, Shea Divarty Improvements, and Courthouse Divarty Improvements are collectively referred to as the “Shea Homes Improvements.”
N. Shea Homes’ development of the Dunes Project will result in (i) Shea Homes’ dedication to the City of Marina, and the City of Marina’s acceptance and (ii) Shea Homes’ dedication to the applicable utilities service providers, and the applicable utilities service providers acceptance, respectively, of certain portions of the MCP Property and improvements thereon constructed by Shea Homes for public-right-of-way and utilities purposes including, but not limited to, Divarty Street along the Northern boundary of the Main Gate Property including that fronting the Courthouse Property and City Property (“Divarty Street Dedication”).

O. As part of the Judicial Council’s performance of the Courthouse Project, the Judicial Council requires temporary rights to access and use certain portions of the MCP Property for construction-related ingress and egress and utilities purposes and Court operations at the Courthouse Property.

P. As part of Shea Homes’ performance of the Shea Homes Improvements, Packet Page 379
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Shea Homes requires temporary rights to access and use certain portions of the Courthouse Property and City Property for construction-related purposes.

Q. The Judicial Council, City, and Shea Homes desire to enter into this Agreement to set forth the Parties’ respective rights, responsibilities, and commitments for the Parties’ respective access to the other Parties’ properties, as further described and pursuant to the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing Recitals and the covenants set forth herein, the Parties hereto mutually agree as follows:

AGREEMENT

1. Incorporation of Recitals. The Parties agree the foregoing Recitals are true and correct, and are hereby incorporated into this Agreement by this reference.

2. Judicial Council Access.

2.1. Judicial Council Right of Entry.

2.1.1. Shea Homes hereby grants to the Judicial Council, State of California, and their employees, agents, representatives, consultants, and contractors (collectively, the “Judicial Council Parties”) the temporary right to enter, access, and use those portions of the MCP Property generally consisting of the entirety of Divarty Street between First Avenue and Second Avenue, as depicted in Exhibit “A,” for purposes of ingress, egress, and construction- and utilities-related activities, subject to the limitations and terms set forth in this Section 2 (Judicial Council Access) of the Agreement (“Judicial Council MCP-Property Right of Entry”). The Judicial Council MCP-Property Right of Entry may be terminated upon the Judicial Council’s material breach of the provisions of this Agreement only as set forth in and pursuant to Section 5 (Termination) of this Agreement.

2.1.2. The City hereby grants to the Judicial Council Parties the irrevocable, temporary right to enter, access, and use those portions of the City Property generally consisting of First Avenue along the West and Lightfighter Drive along the South of the Main Gate Property, as depicted in Exhibit “A,” for purposes of ingress, egress, and construction- and utilities-related activities (“Judicial Council City-Property Right of Entry”).

2.1.3. The Judicial Council MCP-Property Right of Entry and the Judicial Council City-Property Right of Entry are collectively the “Judicial Council Right of Entry.”
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2.2. Term of Judicial Council Right of Entry. The Judicial Council Right of Entry will commence as of the Effective Date of this Agreement. The Judicial Council MCP-Property Right of Entry will expire upon the full and final completion of the Divarty Street Dedication. The Judicial Council City-Property Right of Entry will expire upon the later of either (i) the Judicial Council’s filing of a Notice of Completion for the Courthouse Project in the Official Records of the County of Monterey or (ii) the full and final completion of the Divarty Street Dedication.

2.3. No Judicial Council Encumbrance. The rights provided to the Judicial Council in this Agreement do not convey or grant to the Judicial Council any legal title to or interest of any kind in the MCP Property or City Property, nor do such rights constitute an easement or encumbrance thereagainst. The Judicial Council waives and releases any and all claims to any interest in the MCP Property and City Property except as expressly provided for herein this Agreement, and agrees that, upon termination of this Agreement, the Judicial Council shall have no continuing rights or interests under this Agreement notwithstanding any term or condition intended to survive the termination or expiration of this Agreement.

2.4. Judicial Council Protection of Persons and Property. When utilizing the MCP Property or City Property as part of the Judicial Council Right of Entry, the Judicial Council Parties shall make best efforts to exercise precautions to avoid damage to the MCP Property and City Property and to protect persons and property. In an emergency affecting the safety of life, MCP Property, City Property, Courthouse Property, Courthouse Project, or adjoining property, then the Judicial Council, without needing to first obtain any special instruction or authorization from Shea Homes and the City, is permitted to act at its reasonable discretion to prevent such threatened loss or injury.

2.5. Performance of Courthouse Project. In its exercise of the Judicial Council Right of Entry, the Judicial Council shall cause the Courthouse Project to be constructed by well-trained, adequately supervised, licensed, and bonded workers in a good and workmanlike manner, free from design, material, and workmanship defects. The Judicial Council shall further cause the Courthouse Project to be performed in compliance with all applicable laws and regulations. The Judicial Council shall furnish all tools, equipment, apparatus, facilities, transportation, labor, and material necessary to perform the Courthouse Project at the Judicial Council’s sole cost and expense. Shea Homes shall have no obligation or responsibility to perform the Courthouse Project, or assist with performance of the Courthouse Project.

2.6. Judicial Council Interference; Cooperation.

2.6.1. When utilizing the MCP Property or City Property as part of the Judicial Council Right of Entry prior to the Divarty Street Dedication, the Judicial Council shall use commercially reasonable efforts (i) to limit as much interference and Packet Page 381
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disruption as reasonably possible to Shea Homes’ performance of the Shea Homes Improvements and the City's performance of the Infrastructure Improvements, (ii) to not unreasonably obstruct access to the MCP Property or City Property or materially interfere with the Shea Homes and the City’s use and enjoyment thereof, respectively, and (iii) to not create an undue safety risk at the MCP Property or City Property.

2.6.2. The Judicial Council shall reasonably cooperate with and provide advance notice as early as possible, but no less than forty-five (45) days, to Shea Homes and the City of any planned use of the MCP Property or City Property that may cause interference or interruption of Shea Homes and the City’s use of the MCP Property and City Property, respectively, including of Shea Homes’ performance of the Shea Homes Improvements and the City’s performance of the Infrastructure Improvements.

Notwithstanding, the Parties agree to and shall reasonably cooperate in good faith to effectuate each Party’s needs and use of MCP Property, City Property, and Courthouse Property.

2.6.3. As part of the Parties’ cooperation and coordination to effectuate this Agreement, during the term of the Judicial Council Right of Entry, the Judicial Council shall provide updates via email on the Courthouse Project’s status generally and as it may pertain to the Judicial Council Right of Entry (“Judicial Council Project Updates”). The Judicial Council Project Updates will commence upon the Judicial Council entering into the contract with the contractor for the Courthouse Project, which is anticipated to occur in approximately July 2025, and will continue in reasonable, regular intervals of at least not more often than thirty (30) days and not less often than one hundred twenty (120) days in the Judicial Council’s reasonable discretion as to the applicability of pertinent updates or upon reasonable request from Shea Homes or the City.

Failure by the Judicial Council to provide the Judicial Council Project Updates shall entitle Shea Homes the right to reasonably refuse the Judicial Council entry onto the MCP Property until the applicable Judicial Council Project Update is provided and the Parties are able to coordinate access accordingly pursuant to the terms of this Agreement.

2.7. Judicial Council Damage. The Judicial Council shall promptly repair, at the Judicial Council’s sole cost and expense, any damage to the MCP Property or City Property where and to the extent caused by or directly attributable to the Judicial Council Parties’ exercise of the Judicial Council Right of Entry granted herein this Agreement including, without limitation, any damage to MCP Property or City Property caused by the negligence of the Judicial Council Parties. The Judicial Council shall notify Shea Homes and the City, as applicable, as soon as practical in the event that the Judicial Council Parties cause damage to the MCP Property or City Property or exceed the rights afforded to the Judicial Council under this Agreement. The Judicial Council shall reasonably cooperate in good faith with Shea Homes and the City, as applicable, to investigate and determine the scope of any damage and repair any such damage promptly in accordance with the provisions of this Agreement. If any damage to the MCP Property or City Property is not Packet Page 382
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repaired by the Judicial Council within forty-five (45) days of identification of the damage, or if said damage cannot reasonably be repaired within forty-five (45) days and the Judicial Council does not diligently commence the needed repairs within forty-five (45) days, Shea Homes or the City shall have the right to repair said damage to MCP Property or City Property, respectively, and the Judicial Council shall be responsible for the cost and expense of said repair.

2.8. Compliance with University Villages Specific Plan and Mitigation Monitoring Program. During any exercise of the Judicial Council MCP-Property Right of Entry, the Judicial Council shall comply with the following mitigation measures of the University Villages Specific Plan and the Mitigation Monitoring Program included as part of the May 2005 University Villages Specific Plan Final Environmental Impact Report, State Clearinghouse Number 2004091167, which are specifically identified in Exhibit “B1” to this Agreement and hereby deemed incorporated into this Agreement:

2.8.1. Mitigation Measure AQ 1.1, Bullet 4, 5, and 8 (not Bullets 1-3 or 6-7);

2.8.2. Mitigation Measure AQ 4.4; and

2.8.3. Mitigation Measure AQ 5.1, Bullet 5 (not Bullets 1-4).

2.9. Judicial Council Insurance.

2.9.1. The Parties acknowledge and accept that the Judicial Council does not maintain commercial insurance coverage for property, general liability, or motor vehicle claims, but instead addresses claims through a litigation management program authorized by Government Code section 912.7 and undertaken pursuant to rules 10.201 and 10.202 of the California Rules of Court.

2.9.2. Notwithstanding the foregoing, the Judicial Council shall require all contractors, consultants, and other third parties exercising the Judicial Council Right of Entry (“Judicial Council Contractors”) to procure and maintain the following policies of insurance: (i) commercial general liability insurance coverage with a minimum limit of liability of $1,000,000 per occurrence and a $2,000,000 aggregate; (ii) automobile liability insurance coverage for all owned, non-owned, and hired automobiles in the amount of $1,000,000; (iii) workers’ compensation insurance as required by law; (iv) employers’ liability coverage with limits not less than $1,000,000 per person per accident.

The Judicial Council Contractors’ insurance policies covering work performed while the Judicial Council Contractors exercise the Judicial Council Right of Entry under this Agreement shall name as additional insureds the City of Seaside; Shea Homes; and their Packet Page 383
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respective officers, agents, and employees.

2.10. Judicial Council Restoration and Clean Up. The Judicial Council shall ensure that the portions of the MCP Property and City Property that are accessed as part of the Judicial Council Right of Entry are in a safe and orderly condition during and after the Judicial Council’s use thereof during the term of the Judicial Council Right of Entry, and that the portions of the MCP Property and City Property that the Judicial Council Parties access are left and maintained in a reasonably clean condition. Upon expiration of the term of the Judicial Council Right of Entry, the Judicial Council shall remove all debris associated with the Judicial Council Right of Entry, and, at Shea Homes’ or the City’s request, shall reasonably restore the surface to a reasonable condition prior to the commencement of the Judicial Council Right of Entry as mutually agreed upon by the Parties.

3. Shea Homes Access.

3.1. Shea Homes Right of Entry.

3.1.1. The Courthouse Property Owner, as applicable, hereby grants to Shea Homes and its employees, agents, representatives, consultants, and contractors (collectively, the “Shea Homes Parties”) the temporary right to enter, access, and use those portions of the Courthouse Property generally consisting of sixty feet (60’) from the property line along Divarty Street, as depicted in Exhibit “A,” for purposes of ingress, egress, and construction- and utilities-related activities (“Shea Homes CourthouseProperty Right of Entry”).

3.1.2. The City hereby grants to the Shea Homes Parties the temporary right to enter, access, and use those portions of the City Property generally consisting of First Avenue along the West and Light Fighter Drive along the South of the Main Gate Property, as depicted in Exhibit “A,” for purposes of ingress, egress, and construction- and utilities-related activities (“Shea Homes City-Property Right of Entry”).

3.1.3. The Shea Homes Courthouse-Property Right of Entry and the Shea Homes City-Property Right of Entry are collectively the “Shea Homes Right of Entry.”

3.1.4. The Shea Homes Right of Entry is in addition to and does not otherwise impact other rights of access granted or agreed to by the City under the CityShea Homes Reimbursement Agreement or otherwise.

3.2. Term of Shea Homes Right of Entry. The Shea Homes Right of Entry Packet Page 384
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will commence as of the Effective Date of this Agreement.

3.2.1. The Shea Homes Courthouse-Property Right of Entry will expire upon the earlier of either:

3.2.1.1. The completion of the Shea Homes Improvements; or

3.2.1.2. Termination of the Shea Homes Courthouse-Property Right of Entry effective following the Judicial Council providing one hundred eighty (180) days’ prior written notice to Shea Homes of the Judicial Council’s need to utilize the Courthouse Property for purposes of the Courthouse Project, in accordance with the Bond Documents, or otherwise; provided, however, that, upon the earlier of December 1, 2028, or the Bond Documents’ effectiveness and the Judicial Councils notice of such effectiveness to Shea Homes, the Judicial Council may terminate the Shea Homes Courthouse-Property Right of Entry for convenience upon fifty (50) days’ prior written notice.

3.2.2. The Shea Homes City-Property Right of Entry will expire upon the completion of the Shea Homes Improvements.

3.3. No Shea Homes Encumbrance. The rights provided to Shea Homes in this Agreement do not convey or grant to Shea Homes any legal title to or interest of any kind in the Courthouse Property or City Property, nor do such rights constitute an easement or encumbrance thereagainst. Shea Homes waives and releases any and all claims to any interest in the Courthouse Property and City Property except as expressly provided for herein this Agreement (or in any other binding agreement among the Parties), and agrees that, upon termination of this Agreement, Shea Homes shall have no continuing rights or interests under this Agreement notwithstanding any term or condition intended to survive the termination or expiration of this Agreement.

3.4. Shea Homes Protection of Persons and Property. When utilizing the Courthouse Property or City Property as part of the Shea Homes Right of Entry, the Shea Homes Parties shall exercise reasonable precautions to avoid damage to the Courthouse Property and City Property and to protect persons and property. In an emergency affecting the safety of life, Courthouse Property, City Property, MCP Property, Shea Homes Improvements, Infrastructure Improvements, or adjoining property, then Shea Homes, without needing to first obtain any special instruction or authorization from the Judicial Council and City, is permitted to act at its reasonable discretion to prevent such threatened loss or injury.

3.5. Shea Homes Performance of Improvements. In its exercise of the Shea Homes Right of Entry, Shea Homes shall cause the Shea Homes Improvements to be constructed by well-trained, adequately supervised, licensed, and bonded workers in a good Packet Page 385
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and workmanlike manner, free from design, material, and workmanship defects. Shea Homes shall further cause the Shea Homes Improvements to be performed in compliance with all applicable laws and regulations. Shea Homes shall furnish all tools, equipment, apparatus, facilities, transportation, labor, and material necessary to perform the Shea Homes Improvements in accordance with the City-Shea Homes Reimbursement Agreement as applicable.

3.6. Compliance with Courthouse Project MMRP. Upon the Judicial Council becoming the Courthouse Property Owner and to the extent applicable, as part of any exercise of the Shea Homes Courthouse-Property Right of Entry including, without limitation, Shea Homes’ performance of the Shea Homes Improvements, Shea Homes shall comply with the following mitigation measures of the Courthouse Project’s Mitigation Monitoring and Reporting Program included as Appendix A to the August 2023 Final Environmental Impact Report for the New Ford Ord Courthouse, State Clearinghouse Number 2022070304 (“Courthouse Project MMRP”), which are specifically identified in Exhibit “B-2” to this Agreement and hereby deemed incorporated into this Agreement.

3.6.1. Mitigation Measures 4.3-1(a) – (f);

3.6.2. Mitigation Measure 4.4-2;

3.6.3. Mitigation Measure 4.4-3;

3.6.4. Mitigation Measure 4.6-2;

3.6.5. Mitigation Measure 4.8-1;

3.6.6. Mitigation Measure 4.10-1; and

3.6.7. Mitigation Measure 4.10-2.

Any required efforts or costs of Shea Homes for said compliance with the Courthouse Project MMRP shall not be borne by Shea Homes, and shall be allocated as agreed upon by Shea Homes and the City under the City-Shea Homes Reimbursement Agreement or otherwise outside of this Agreement. In the absence of any such agreements, no costs shall be borne by Shea Homes.

3.7. Shea Homes Interference; Cooperation.

3.7.1. When utilizing the Courthouse Property or City Property as part of the Shea Homes Right of Entry, Shea Homes shall use commercially-reasonable efforts (i) to limit as much interference and disruption as reasonably possible to the Judicial Council’s performance of the Courthouse Project, (ii) to not unreasonably obstruct access Packet Page 386
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to the Courthouse Property or City Property or materially interfere with the Judicial Council and City’s use and enjoyment thereof, respectively, and (iii) to not create an undue safety risk at the Courthouse Property or City Property.

3.7.2. Shea Homes shall reasonably cooperate with and provide advance notice as early as possible, but no less than forty-five (45) days, to the Judicial Council and City of any planned use of the Courthouse Property or City Property that may cause interference or interruption of the Judicial Council and City’s use of the Courthouse Property and City Property, respectively, including of the Judicial Council’s performance of the Courthouse Project. Notwithstanding, the Parties agree to and shall reasonably cooperate in good faith to effectuate each Party’s needs and use of MCP Property, City Property, and Courthouse Property.

3.7.3. As part of the Parties’ cooperation and coordination to effectuate this Agreement, during the term of the Shea Homes Right of Entry, Shea Homes shall provide updates via email on the Dunes Project and Shea Homes Improvements’ status generally and as it may pertain to the Shea Homes Right of Entry (“Shea Homes Project Updates”). The Shea Homes Project Updates will commence upon the earlier of either Shea Homes’ receipt of approval of the Dunes Project’s improvement plans or January 1, 2025, and will continue in reasonable, regular intervals of at least not more often than thirty (30) days and not less often than one hundred twenty (120) days in Shea Homes’ reasonable discretion as to the applicability of pertinent updates or upon reasonable request from the City or the Judicial Council. Failure by Shea Homes to provide the Shea Homes Project Updates shall entitle the then-current Courthouse Property Owner with respect to the Courthouse Property and the City with respect to the City Property the right to reasonably refuse Shea Homes entry onto the Courthouse Property and/or City Property, as applicable, until the applicable Shea Homes Project Update is provided and the appropriate Parties are able to coordinate access accordingly pursuant to the terms of this Agreement.

3.8. Shea Homes Damage. Shea Homes shall promptly repair, at the Shea Homes’ sole cost and expense, any damage to the Courthouse Property or City Property where and to the extent caused by or directly attributable to Shea Homes’ performance of the Shea Homes Improvements, or its exercise of the Shea Homes Right of Entry granted herein this Agreement. Shea Homes shall notify the Judicial Council and City, as applicable, as soon as practical in the event that the Shea Homes Parties cause damage to the Courthouse Property or City Property or exceed the rights afforded to the Judicial Council under this Agreement. Shea Homes shall reasonably cooperate in good faith with the Judicial Council and City, as applicable, to investigate and determine the scope of any damage and repair any such damage in accordance with the provisions of this Agreement.

3.9. Shea Homes Insurance. Shea Homes shall, at its sole cost and expense, procure and maintain the following policies of insurance: (i) commercial general Packet Page 387
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liability insurance coverage with a minimum limit of liability of $1,000,000 per occurrence and a $2,000,000 aggregate; (ii) automobile liability insurance coverage for all owned, non-owned, and hired automobiles in the amount of $1,000,000; (iii) workers’ compensation insurance as required by law; (iv) employers’ liability coverage with limits not less than $1,000,000 per person per accident; and (v) builder’s risk or installation insurance that covers the work of the Shea Homes Improvements for direct physical loss or damage while in the course of transportation, erection, installation, or completion with limits of liability equal to the final completed value of the Shea Homes Improvements and the Infrastructure Improvements. Shea Homes’ insurance policies covering work performed while Shea Homes’ exercises the Shea Homes Right of Entry under this Agreement shall name as additional insureds the City of Seaside; the Judicial Council of California; the State of California; and the Superior Court of California, County of Monterey; and their respective officers, agents, and employees.

3.10. Shea Homes Restoration and Clean Up. Shea Homes shall ensure that the Courthouse Property and City Property are in a safe and orderly condition during and after the Shea Homes’ performance of the Shea Homes Improvements, and that the portions of the Courthouse Property and City Property that Shea Homes accesses are left and maintained in a reasonably clean condition. Upon completion of the Shea Homes Improvements, Shea Homes shall remove all debris of the work therefrom, and shall reasonably restore the surface to a reasonable condition prior to the commencement of the Shea Homes Improvements as mutually agreed upon by the Parties.

3.11. Bond Subordination. This Agreement and the Shea Homes Courthouse Property Right of Entry in all respects are subordinate and subject to the terms of the Bonds and the Bond Documents (including but not limited to, reletting rights) and any subsequent indenture or amended or restated site lease, facility lease, and facility sublease entered into to facilitate a refunding of the Bonds. To the extent the Bonds are refunded, the foregoing subordination shall be self-executing and effective automatically without the requirement that any further agreement or confirmation be executed or delivered by the Parties; provided, however, that upon written request from SPWB in connection with any SPWB financing, the Parties shall execute such further writings as may be reasonably required to separately document any such subordination.

4. Mutual Indemnification.

4.1. The Judicial Council agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless the City of Seaside and its respective agencies, districts, departments, directors, elected and appointed officials, agents, employees, contractors, and representatives (collectively, the “City Parties”), and the Shea Homes Parties, in both individual and official capacities, against all suits, claims, damages, losses, and expenses, including but not limited to attorney’s fees, caused by, arising out of, or resulting from the Judicial Council’s rights and obligations under this Agreement, the use Packet Page 388
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of MCP Property and City Property, or acts or omissions related to the Judicial Council’s exercise of the Judicial Council Right of Entry, except to the extent caused by the negligence or willful misconduct of the City Parties and/or the Shea Parties.

4.2. Shea Homes agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless the Judicial Council of California; the State of California; the Superior Court of California, County of Monterey; and their respective officers, judicial officers, agents, contractors, representatives, and employees, in both individual and official capacities (collectively, the “State Parties”); and the City Parties, against all suits, claims, damages, losses, and expenses, including but not limited to attorney’s fees, caused by, arising out of, or resulting from Shea Homes’ rights and obligations under this Agreement, the use of Courthouse Property or the City Property, or acts or omissions related to Shea Homes’ exercise of the Shea Homes Right of Entry, except to the extent caused by the gross negligence or willful misconduct of the State Parties and/or City Parties.

4.3. The City agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless the State Parties and the Shea Homes Parties, against all suits, claims, damages, losses, and expenses, including but not limited to attorney’s fees, caused by, arising out of, or resulting from the City’s rights and obligations under this Agreement or acts or omissions, except to the extent caused by the negligence or willful misconduct of the State Parties and/or Shea Homes Parties.

4.4. The Parties’ defense and indemnification obligations hereunder shall survive the expiration or any earlier termination of this Agreement until all claims involving any of the indemnified matters are either concluded or fully, finally, and absolutely barred by the applicable statutes of limitations. The indemnity obligations set forth herein are not intended to displace and shall not be construed to impair any rights or remedies that the Parties may have under separate agreements.

5. Termination. A Party may only terminate some or all of the rights it grants under this Agreement for cause if there is a material breach that is not cured by the breaching Party as set forth herein. The non-breaching Party must provide to the breaching Party written notice of the alleged default in reasonably sufficient detail upon receipt of which the breaching Party shall have thirty (30) days to cure the material breach or, if the material breach cannot be so cured within thirty (30) days, to commence a cure and diligently pursue it to completion within a reasonable time. If the material breach is not cured within the applicable cure period, then the non-breaching Party shall have the right to terminate this Agreement upon thirty (30) days’ written notice, notwithstanding any terms intended to survive the termination of this Agreement.

6. Dispute Resolution. Unless otherwise mutually agreed to by the Parties, in the event of a dispute between any or all of the Parties relating to performance of the Packet Page 389
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Parties’ obligations under this Agreement, the Parties will, before exercising any other right or remedy for resolution of the dispute, meet and confer in good faith to attempt to resolve the dispute through unassisted negotiation. Each of the Parties shall be represented in any such negotiation session by a representative(s) who is familiar with the facts of the dispute, and who has authority to negotiate on behalf of and to effectively recommend resolution to the Party that they represent. In the event the subject dispute cannot be resolved following the Parties’ reasonable efforts to meet and confer, the Parties may request that the dispute be submitted to mediation upon written notice to be scheduled as soon as reasonably practicable. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party requesting mediation shall request the Presiding Judge of the Superior Court of Monterey County to appoint a mediator. The costs of mediation shall be borne by the participating Parties equally. If mediation does not resolve the dispute, the Parties agree that the matter may be litigated in a court of law, and not subject to any arbitration requirement.

7. General Provisions.

7.1. Entire Agreement. This Agreement contains the entire and complete agreement of the Parties with respect to the specific subject matter of this Agreement, and supersedes any and all other previous or concurrent understandings, arrangements, or agreements, oral or written relating to the subject matter of this Agreement, notwithstanding and except for the PAA, the City-Judicial Council IIA, and the City-Shea Homes Reimbursement Agreement. No promises, representations, warranties, or inducements of any kind exist between any of the Parties to this Agreement except as expressly set forth in this Agreement or in any separate written agreement between the Parties.

7.2. Amendment. No addition to or modification of the terms of this Agreement shall be valid unless made in a written amendment to this Agreement, which is formally approved and signed by each of the Parties to this Agreement.

7.3. Further Assurances. The Parties agree to cooperate reasonably and in good faith with one another to implement the terms and provisions set forth in this Agreement and to consummate the transactions contemplated herein. The Parties shall execute any further agreements and perform any additional acts that may be reasonably necessary to carry out the purposes and intent of this Agreement.

7.4. Notice. Any notices required or permitted to be given under the terms of this Agreement must be in writing and may be: (i) personally delivered; (ii) mailed by depositing such notice in the United States mail, first class postage prepaid; or (iii) sent by reputable overnight delivery service, addressed as follows or to such other place as each Party hereto may designate by subsequent written notice to the other Party:

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If to the Judicial Council: Judicial Council of California Facilities Services
Attn: Senior Project Manager
455 Golden Gate Avenue, 8th Floor
San Francisco, CA 94102
Voice: 805-249-0911
Email: [email protected]
With a copy to: Judicial Council of California
Facilities Services
Attention: Manager, Real Estate
2860 Gateway Oaks Drive, 4th Floor
Sacramento, CA 95833
Voice: 916-263-7999
In addition, all notices by Shea Homes or the City relating to termination of this Agreement or an alleged breach or default by the Judicial Council or Court of this Agreement must also be sent to:

Judicial Council of California
Branch Accounting & Procurement
Attention: Manager, Contracts
455 Golden Gate Avenue
San Francisco, CA 94102
Voice: 415-865-7989
If to the City: City of Seaside
Attn: City Attorney
440 Harcourt Avenue
Seaside, CA 93955
Voice: 831-899-6890
E-Mail: [email protected]
If to Shea Homes: Shea Homes
Marina Community Partners LLC
Attn: Don Hofer and Jack Gao
4309 Hacienda Drive, Suite 180
Pleasanton, CA 94588
Email:[email protected]
[email protected]
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With a copy to: Hanson Bridgett LLP
Attn: Sean Marciniak
1676 No. California Blvd., Suite 620
Walnut Creek, CA 94596
Email: [email protected]

7.5. Waiver. No waiver of any term or provision of this Agreement shall be effective unless set forth in writing and signed by the Party giving the waiver. No failure or delay on the part of any Party hereto in the exercise of any right, power, or privilege granted by this Agreement shall operate as a waiver of such right, power, or privilege, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or future exercise thereof. A waiver given on any one occasion shall not operate as a continuing waiver of the same provision or as a waiver of any other provision set forth in this Agreement.

7.6. Construction. This Agreement will not be construed against any Party as the principal draftsperson.

7.7. Non-Assignability. Neither Party may assign this Agreement to any third party without the prior, written consent of the other Parties, which shall not be unreasonably withheld, conditioned, or delayed.

7.8. Governing Law; Venue. This Agreement, and the Parties’ performance under this Agreement, will be exclusively governed by the laws of the State of California without regard to its conflict of law provisions. Any legal action related to the interpretation or performance of the Agreement shall be filed in the Superior Court for the State of California.

7.9. Severability. If any term, provision, covenant, or restriction in this Agreement is determined to be invalid, void, unenforceable, or otherwise inconsistent with applicable law, the remainder of the terms, provisions, covenants, and restrictions of this Agreement will remain in full force and effect and will in no way be affected, impaired, or invalidated. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants, and restrictions set forth in this Agreement without including any of such terms, provisions, covenants, or restrictions that may be hereafter declared invalid, void, or unenforceable.

7.10. Independent Contractors. The relationship of the Parties to each other hereunder will be that of independent contractors, and nothing herein shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between or among any of the State Parties, City Parties or Shea Homes Parties.

7.11. Authority. The Judicial Council, City, and Shea Homes each certifies Packet Page 392
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that it is duly authorized and empowered to execute, enter into, and perform its obligations set forth in this Agreement, and each further certifies that the individual signing this Agreement on its behalf has been duly authorized to execute this Agreement on behalf of the Party and may legally bind the Party to the terms and conditions of this Agreement.

7.12. Counterparts and Electronic Signatures. This Agreement may be executed in counterparts (including PDF copies), each of which shall be deemed an original as against the Party signing such counterpart and which together shall constitute one and the same instrument. The Parties agree that the signature pages of this Agreement may be executed, scanned, and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement, with such scanned and electronic signatures having the same legal effect as original signatures. [SIGNATURES ON FOLLOWING PAGE(S)]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the dates written below.

APPROVED AS TO FORM:

Judicial Council of California,
Legal Services
By: _______________________
Name: Jeremy P. Ehrlich
Title: Attorney
Date:

JUDICIAL COUNCIL OF CALIFORNIA
By: ______________________________
Name: Steven Saddler
Title: Manager, Contracts
Date: ______________________________
APPROVED AS TO FORM:

Office of the City Attorney
By: _______________________
Name: Sheri Damon
Title: Attorney
Date:

CITY OF SEASIDE
By: ______________________________
Name: Insert Name
Title: City Manager
Date: ______________________________

MARINA COMMUNITY PARTNERS,
LLC
By: ______________________________
Name: Don Hofer
Title: Vice President
Date: ______________________________
Commented [JE1]: Seaside: Please complete.

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EXHIBIT “A”

DEPICTION OF

MAIN GATE PROPERTY, MCP PROPERTY,

COURTHOUSE PROPERTY, AND CITY PROPERTY
AND

JUDICIAL COUNCIL RIGHT OF ENTRY AND

SHEA HOMES RIGHT OF ENTRY
[See enclosed.]
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Packet Page 396
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EXHIBIT “B-1”

RELEVANT PROVISIONS OF

UNIVERSITY VILLAGES SPECIFIC PLAN AND THE MITIGATION

MONITORING PROGRAM INCLUDED AS PART OF
THE MAY 2005 UNIVERSITY VILLAGES SPECIFIC PLAN

FINAL ENVIRONMENTAL IMPACT REPORT,
STATE CLEARINGHOUSE NUMBER 2004091167
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EXHIBIT “B-2”

RELEVANT PROVISIONS OF
COURTHOUSE PROJECT’S MITIGATION MONITORING AND

REPORTING PROGRAM INCLUDED AS APPENDIX A TO
THE AUGUST 2023 FINAL ENVIRONMENTAL IMPACT REPORT FOR

THE NEW FORD ORD COURTHOUSE,
STATE CLEARINGHOUSE NUMBER 2022070304
Packet Page 398

CITY OF SEASIDE

STAFF REPORT
Item No.: 8.Q.

TO: City Council
FROM: Craig Malin, Interim City Manager
BY: Jose Bazua, Economic Development Director
DATE: October 3, 2024
SUBJECT: ADOPT A RESOLUTION TO ACCEPT AND APPROVE THE TAXING

AGREEMENT FOR TAXING ENTITY COMPENSATION FOR THE

LONG RANGE PROPERTY MANAGEMENT PLAN FROM THE

SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY OF

THE CITY OF SEASIDE

RECOMMENDATION
Adopt a resolution to accept and approve the Taxing Agreement for taxing entity compensation from the Successor Agency of the Redevelopment Agency of the City of Seaside.

BACKGROUND
In 2012, properties once belonging to the Redevelopment Agency of the City of Seaside transferred to the Successor Agency to Redevelopment Agency of the City of Seaside (Health and Safety Code section 34175(b)).

The Successor Agency prepared a Long-Range Property Management Plan (“LRPMP”) addressing the disposition of the real property assets of the Former Agency (Health and Safety Code section 34191.3). Following the LRPMP, the properties were later transferred to the Community Redevelopment Property Trust Fund of the Successor Agency. The properties include:
• General Jim Moore Boulevard and Eucalyptus (Former First Tee Site) [No. 13] (APN: 031-151-059)
• Lightfighter Drive between First and Second Avenues (Main Gate Site) (APN 031- 151-013) [No. 14]
• First Avenue and Lightfighter Drive (Commercial/Recreation Parcel) [No. 15], Packet Page 399

Item No. 8.Q. Page 2 of 2
referred to as “Fire Station Property” (APN: 031-151-012) • Surplus II Planning Area [No. 16] (APNs: 031-151-029, 031-151-031, 031-151- 032, 031-151-039, 031-151-040, 031-261-003, 031-261-004) Pursuant to the LRPMP, these properties transferred to the City of Seaside which will in turn sell (or retain) the properties for future development. The net unrestricted proceeds of the sale of these properties from the Successor Agency to the City of Seaside will be subject to the Master Tax Agreement under consideration.

Under previous law, these proceeds were to be divided equally between the Successor Agency and the Fort Ord Reuse Authority (“FORA”). However, state law dissolved FORA and provided for a change in the distribution formula for the net unrestricted proceeds (Health and Safety Code section 33492.71). Further modifying the distribution was the passage of Assembly Bill 1486, the Surplus Land Act, in 2019 (Government Code section 54220 et seq.)
Pursuant to AB 1484, upon the sale of the property by the Successor Agency, the Agency is required to pay enforceable obligations or distribute any net unrestricted proceeds from the sale or lease to each taxing entity in an amount proportionate to its share of property tax revenue. The calculation of net unrestrictive proceeds shall take into account the transaction costs incurred by the Successor Agency in marketing the property and processing the sale.

FISCAL IMPACT
The Agreement does not affect the tax basis for the properties once they are developed. The Agreement only covers the one-time sale of the properties from the City to future developers. Approval of the Master Taxing Agreement would allocate

21.0579% of revenues to the City of Seaside.

ATTACHMENTS

1. Resolution

2. Master Taxing Agreement
Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
Packet Page 400
RESOLUTION NO. 24-XX

A RESOLUTION OF THE CITY OF SEASIDE AND THE SUCCESSOR AGENCY

TO THE REDEVELOPMENT AGENCY OF THE CITY OF SEASIDE

ACCEPTING AND APPROVING THE TAXING AGREEMENT FOR TAXING

ENTITY COMPENSATION FROM THE SUCCESSOR AGENCY OF THE

REDEVELOPMENT AGENCY OF THE CITY OF SEASIDE
WHEREAS, on February 1, 2012, pursuant to California Health and Safety Code (“HSC”) Section 34175(b) and the California Supreme Court’s decision in Matosantos, the properties of the Former Agency transferred to the control of the Successor Agency by operation of law; and
WHEREAS, pursuant to HSC Section 34191.5, the Successor Agency prepared a Long-Range Property Management Plan (“LRPMP”) addressing the disposition of the real property assets of the Former Agency; and
WHEREAS, on May 11, 2015, the LRPMP was approved by Resolution No. 14-03 of the Oversight Board and by letter dated May 29, 2015, the State Department of Finance approved the LRPMP, as revised. Accordingly, the properties identified in the LRPMP, including the properties described below, were transferred to the Community Redevelopment Property Trust Fund of the Successor Agency; and WHEREAS, the following properties identified in the LRPMP as properties to be transferred by City for future development are subject to this Agreement:
 General Jim Moore Boulevard and Eucalyptus (Former First Tee Site) [No. 13] (APN: 031-151-059)
 Lightfighter Drive between First and Second Avenues (Main Gate Site) [No. 14] (APN: 031-151-013)
 First Avenue and Lightfighter Drive (Commercial/Recreation Parcel) [No. 15], referred to below as the “Fire Station Property” (APN: 031-151-012)  Surplus II Planning Area [No. 16](APNs: 031-151-029, 031-151-031, 031- 151-032, 031-151-039, 031-151-040, 031-261-003, 031-261-004); and WHEREAS, on June 30, 2020, FORA was dissolved and on December 31, 2020, the underlying statutory scheme to split revenues was rescinded. As a result of the dissolution of FORA and elimination of the land sale revenue sharing requirements formerly applicable to FORA and the City and its Successor Agency, there will be a potential increase in the net unrestricted proceeds available to Taxing Entities from the sale of Fort Ord related Future Development Properties; and Packet Page 401
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Seaside accepts and approves the Taxing Agreement for Taxing Entity Compensation from the Successor Agency of the Redevelopment Agency of the City of Seaside.

PASSED AND ADOPTED at the regular City Council meeting of the City of Seaside duly held on the 3
rd day of October 2024, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

APPROVED:
_______________________________
Ian N. Oglesby, Mayor
ATTEST:
______________________________
Dominique L. Davis, City Clerk
Packet Page 402
<permit type> APPLICATION NO. ##-##-##
These permits are hereby accepted upon the express terms and conditions hereof, and shall have no force or effect unless and until agreed to, in writing, by the applicant and property owner(s).

The undersigned hereby acknowledge the approved terms and conditions and agree to fully conform to, and comply with, said terms and conditions within the time frames approved by the City of Seaside Planning Commission.
______________________________________ __________________ Applicant's Signature Date
_____________________________________ __________________ Property Owner's Signature (if different from above) Date Packet Page 403
-1-

AGREEMENT FOR TAXING ENTITY

COMPENSATION
This AGREEMENT FOR TAXING ENTITY COMPENSATION (this “Agreement”, which is a so-called “compensation agreement under Health and Safety Code Section 34180(f)), dated for reference purposes as of _, 2024, is entered into by and among the City of Seaside (“City”) and the following public agencies (the City and the public agencies are each a “Taxing Entity” or “Party”, and collectively the “Taxing Entities” or “Parties”):

County of Monterey, on behalf of
its County General Fund and its County Library Fund
Monterey County Water Resources Agency
Monterey County Water Resources Agency, Zone 11
Monterey Peninsula Water Management District
Monterey Peninsula Regional Park District
Monterey County Mosquito District
Moss Landing Harbor District
Seaside County Sanitation District
Monterey County Office of Education
Monterey Peninsula Unified School District
Monterey Peninsula Community College District
Educational Revenue Augmentation Fund (“ERAF”)
RECITALS:

A. Pursuant to Assembly Bill (“AB”) X1 26 (enacted in June 2011), as modified by the California Supreme Court’s decision in California Redevelopment Association, et al. v.

Ana Matosantos, et al., 53 Cal.4th 231(2011) (“Matosantos”), the Redevelopment Agency of the City of Seaside (“Former Agency”) was dissolved as of February 1, 2012, the Successor Agency to the Redevelopment Agency of the City of Seaside (“Successor Agency”) was established, and an oversight board to the Successor Agency was established, which was subsequently replaced by a countywide oversight board (each, an “Oversight Board”).

B. On February 1, 2012, pursuant to California Health and Safety Code (“HSC”) Section 34175(b) and the California Supreme Court’s decision in Matosantos, the properties of the Former Agency transferred to the control of the Successor Agency by operation of law.

C. Pursuant to HSC Section 34191.5, the Successor Agency prepared a LongRange Property Management Plan (“LRPMP”) addressing the disposition of the real property assets of the Former Agency. As provided Health and Safety Code section 34191.3, the LRPMP governs and supersedes all other provisions of the Dissolution Act (AB X1 26, as modified and amended) relating to the disposition of the real property assets of the Former Agency.

D. On May 11, 2015, the LRPMP was approved by Resolution No. 14-03 of the Oversight Board and by letter dated May 29, 2015, the State Department of Finance approved the LRPMP, as revised. Accordingly, the properties identified in the LRPMP, including the Packet Page 404
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Future Development Properties described below, were transferred to the Community Redevelopment Property Trust Fund of the Successor Agency.

E. The following properties (individually, a “Future Development Property” and collectively, the “Future Development Properties”) identified in the LRPMP as properties to be transferred by City for future development are subject to this Agreement:
 General Jim Moore Boulevard and Eucalyptus (Former First Tee Site) [No. 13]  Lightfighter Drive between First and Second Avenues (The Projects at Main Gate Site APN 031-151-013) [No. 14]
 First Avenue and Lightfighter Drive (Commercial/Recreation Parcel) [No. 15], referred to below as the “Fire Station Property”
 Surplus II Planning Area [No. 16]
F. The LRPMP provides, among other things, that the Successor Agency will transfer the Future Development Properties to the City of Seaside for future development, subject to entering into this Agreement with the Taxing Entities for the distribution of the net unrestricted proceeds received from the sale of such properties.

G. The LRPMP (see page 50) further provides that all land sales revenues received by the Fort Ord Reuse Authority (“FORA”), on the one hand, and the City or Successor Agency on the other, are to be divided equally between FORA and the City or Successor Agency. This division was also set forth in state law and codified in implementation agreements between FORA and the City/Successor Agency.

H. On June 30, 2020, FORA was dissolved and on December 31, 2020, the underlying statutory scheme to split revenues was rescinded. As a result of the dissolution of FORA and elimination of the land sale revenue sharing requirements formerly applicable to FORA and the City and its Successor Agency, there will be a potential increase in the net unrestricted proceeds available to Taxing Entities from the sale of Fort Ord related Future Development Properties.

I. Pursuant to Health and Safety Code section 33492.71(c)(1)(D), upon dissolution of the FORA, “the amount allocated pursuant to this section shall continue to be paid to the accounts of the authority insofar as needed to pay principal and interest or other amounts on debt that was incurred by the authority. Funds that would be allocated pursuant to this section that exceed the amounts necessary to pay debt service on authority debt shall be divided as follows: 54 percent shall be allocated to the city or county redevelopment agency that establishes the project area; 38 percent shall be allocated to the county; and 8 percent shall be allocated to other affected taxing entities.” J. In 2019, following the State Department of Finance’s approval of the LRPMP, the State Legislature enacted Assembly Bill 1486, which expanded the scope of the State Surplus Land Act (Gov. Code Sections 54220 et seq.) (“Surplus Land Act”) to require compliance with certain procedures before a City, Successor Agency or other local agency may dispose of land not needed for the local agency’s use. The Surplus Land Act amendments apply to, among other properties, former redevelopment agency lands conveyed by successor Packet Page 405
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agencies to cities for future development. The new Surplus Land Act procedural requirements, which were not contemplated by the LRPMP, require formal findings by a local agency’s legislative body declaring land as surplus or exempt surplus, the transmittal of notices of availability to designated housing sponsors and public agencies with jurisdiction over land designated as surplus, and good faith negotiations if entities express interest in purchasing and developing the surplus land, including for affordable housing purposes.

K. Subject to compliance with requirements of State law, including the Surplus Land Act as amended, the Net Unrestricted Proceeds (as defined herein) from the sale of the above- referenced Future Development Properties (other than the Monterey County Courthouse Site and Fire Station Property discussed below) will be distributed to all of the affected Taxing Entities on a pro rata basis in proportion to each Taxing Entity’s respective share of the property tax base at the time of a sale of the applicable Future Development Property. As set forth in the LRPMP, the calculation of the Net Unrestricted Proceeds will take into account the transaction costs incurred by the City in marketing the Future Development Property, and processing the sale or lease, as well as the costs incurred by the City in carrying, maintaining, preparing and improving each such property for development, including but not limited to, building demolition or contaminated soils removal.

L. An approximately 5-acre portion of the Future Development Property designated as Projects at Main Gate [No. 14] and depicted in Exhibit A attached hereto (“Monterey County Courthouse Site”) has been approved for transfer to the State of California for use as a future Monterey County courthouse. While the transfer of the Monterey County Courthouse Site to the State is a “no cost conveyance”, the State’s development of that site will increase the residual land value of the remainder of the Projects at Main Gate [No. 14] property and therefore the no cost conveyance to the State will be of benefit to the Taxing Entities.

M. The Future Development Property designated as First Avenue and Lightfighter Drive (Commercial/Recreation Parcel) [No. 15] and described in Exhibit B attached hereto (“Fire Station Property”) has been identified as a potential site for a second City of Seaside fire station to support the overall development of Fort Ord lands located within the boundaries of the City. In lieu of transferring the Fire Station Property to one or more third parties for future development, the City desires to retain the Fire Station Property for its own use and development, subject to payment of appropriate compensation to the Taxing Entities as set forth herein.

N. The Parties desire to enter into this Agreement to, among other things, (i) approve the “no cost conveyance” and transfer of the Monterey County Courthouse Site to the State of California, (ii) set forth the terms under which City may retain the Fire Station Property for its own use and development, and (iii) set forth the terms under which the Net Unrestricted Proceeds from the sale of the remaining Future Development Properties will be distributed to all Taxing Entities on a pro rata basis in proportion to each entity’s respective share of the property tax base.

NOW THEREFORE, in consideration of the covenants provided herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Packet Page 406
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the Parties hereby agree as follows:

AGREEMENTS:

Section 1. Recitals; Purpose. The above recitals are true and correct and are a substantive part of this Agreement. The purpose of this Agreement is to address the allocation of certain prospective net unrestricted proceeds among the Taxing Entities that share in the property tax base for property located within the redevelopment project areas previously administered by the Former Agency.

Section 2. Future Development Properties Conveyed to City. Pursuant to HSC Section 34191.5(c)(2), the Successor Agency has conveyed, and the City has accepted, all of the interest in and to the Future Development Properties.

Section 3. Portion of Parcel No. 14 to be Conveyed at No Cost to State of California.

The Parties acknowledge and agree that development of a courthouse at the Monterey County Courthouse Site will increase the residual land value of the remainder of the Projects at Main Gate [No. 14] property and, therefore, the City’s “no cost conveyance” of the Monterey County Courthouse Site to the State is of benefit to the Taxing Entities.

Section 4. Parcel No. 15 to be Retained by City. In consideration of the City’s distribution to the Taxing Entities through the Auditor Controller of the sum of $0, (“Fire Station Property Payment”), which amount the Parties agree represents the current fair market value of the Fire Station Property, the Successor Agency shall convey, and the City shall accept, for its own use and development, all of the right, title and interest in and to the Fire Station Property.

The Fire Station Property Payment will be distributed to all of the Taxing Entities on a pro rata basis in proportion to each entity’s respective share of the property tax base as of the Effective Date. City shall pay the Fire Station Property Payment to the County Auditor Controller within thirty (30) days following the Effective Date. For avoidance of doubt, upon County Auditor Controller’s receipt of the Fire Station Property Payment, City shall have no further obligation to market the Fire Station Property for sale or lease to third parties and, in the event City ever sells or leases the Fire Station Property to one or more third parties for other uses in the future, all proceeds of such sale or lease may be retained by City, and the other Taxing Entities shall not be entitled to any portion of such proceeds.

Section 5. Sale Procedures and Proceeds. The Parties acknowledge that the City is obligated to convey the Future Development Properties for development consistent with the City of Seaside General Plan and the applicable Redevelopment Plan as adopted by the Former Agency (collectively, the “Plans”). Within a time frame determined by the City to yield a financially feasible and marketable development, and in accordance with the restrictions set forth herein, including compliance with the Surplus Land Act, the City shall use diligent good faith efforts to select a developer for each Future Development Property (other than the portion of Parcel No. 14 comprising the Monterey County Courthouse Site and the Parcel No. 15 Fire Station Property addressed in Sections 3 and 4 above), and to dispose of each such Future Development Property in accordance with a purchase and sale agreement or disposition and development agreement that enables development of each such property in accordance with the Packet Page 407
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Plans.

Section 6. Compensation. Consistent with the LRPMP, City will remit the Net Unrestricted Proceeds (defined below), if any, generated from the sale of each Future Development Property (other than the portion of Parcel No. 14 comprising the Monterey County Courthouse Site and the Parcel No. 15 Fire Station Property addressed in Sections 3 and 4 above) to the County Auditor-Controller for distribution to the Taxing Entities in accordance with each Taxing Entity’s respective share of the property tax base at the time of disposition of such property. For purposes of this Agreement “Net Unrestricted Proceeds” shall mean the proceeds of sale received by the City from the sale of each Future Development Property (other than the portion of Parcel No. 14 comprising the Monterey County Courthouse Site and the Parcel No. 15 Fire Station Property addressed in Sections 3 and 4 above) less: (i) costs and expenses incurred by City in connection with the management and disposition of such property, including, without limitation, costs incurred for property management, maintenance, building demolition, hazardous materials remediation, insurance, marketing, appraisals, brokers’ fees, escrow and survey charges, closing costs, title insurance, attorneys’ and consultants’ fees, and other reasonable costs incurred, including reasonable compensation for City staff performing functions associated with the management, maintenance and disposition of the Future Development Properties, and (ii) any proceeds of sale that are restricted by virtue of the source of funds (e.g. grant funds or the proceeds of bonds) that were used for the original acquisition of one or more of the Future Development Properties.

The City will remit the Net Unrestricted Proceeds within ten (10) business days of the City’s receipt thereof to the County Auditor-Controller for remittance by the Auditor-Controller. The Auditor-Controller will distribute the net proceeds to the taxing agencies when received and is required to report the information to the State Department. The Taxing Entities and their respective percentage shares of the base property tax as of January 1, 2024, are listed in Exhibit C attached hereto and incorporated herein.

Section 7. Effective Date. The effective date of this Agreement will be the date that all of the Parties have executed this Agreement.

Section 8. Authorization. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective Party. In addition:
(a) The County of Monterey (“County”) warrants that in addition to entering into this Agreement by and on behalf of the County, the County has the legal power, right, and authority to enter into this Agreement on behalf of, and to bind, the County General Fund (Fund No. 19000) and the County Library Fund (Fund No. 19500); (b) The Monterey County Office of Education (“MCOE”) warrants that in addition to entering into this Agreement by and on behalf of MCOE, the MCOE has the legal power, right, and authority to enter into this Agreement on behalf of, and to bind, the Educational Revenue Augmentation Fund (“ERAF”) (Fund No. 01700); and Packet Page 408
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(c) The Monterey County Water Resources Agency (“MCWRA”) warrants that in addition to entering into this Agreement by and on behalf of MCWRA, MCWRA has the legal power, right, and authority to enter into this Agreement on behalf of, and to bind, the Monterey County Water Resources Agency, Zone 11 (Fund No. 3800).

Section 9. No Personal Liability. No official, agent, or employee of any Party shall be individually or personally liable for any amount which may become due under this Agreement or on any obligations under the terms of this Agreement.

Section 10. Assignment. This Agreement shall not be assignable by any Party without the prior written consent of the other Parties.

Section 11. Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same Agreement.

The Parties agree that signatures on this Agreement, including those transmitted electronically by email or facsimile, shall be sufficient to bind the Parties.

Section 12. Further Assurances. The Parties agree to take all appropriate steps and execute any documents which may reasonably be necessary or convenient to implement the intent of this Agreement.

Section 13. Notices. All notices and other communications shall be given or made in writing by certified mail, postage prepaid, return receipt requested, or by nationally recognized overnight messenger service. Notices shall be considered given upon (i) one business day following timely deposit with a nationally recognized overnight courier service, charges prepaid, or (ii) five business days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested. Notices shall be addressed as specified on the signature pages of this Agreement, provided that if a Party gives notice of a change of name or address, notices to such Party shall thereafter be given as specified in that notice.

Section 14. Severability. If one or more of the covenants or agreements provided in this Agreement should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement.

Section 15. Construction. The Parties agree that each Party and its counsel have reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments or exhibits thereto. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties.

Section 16. No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the Parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement.

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Section 17. Governing Law. This Agreement is made in the State of California under the Constitution and laws of the State of California, and is to be so construed.

Section 18. Amendments. This Agreement may be amended from time to time by written instrument executed by all of the Parties, provided, however, if an amendment only affects a particular Taxing Entity or Taxing Entities, this Agreement may be amended by written instrument executed by the City and the particular Taxing Entity or Taxing Entities affected by the amendment.
[Signatures begin on next page]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

City of Seaside
By:

Print Name:

Title:

Attest by:

City Clerk
Approved as to form:

Address for Notices:

City of Seaside
440 Harcourt Avenue
Seaside, CA 93995
Attn: City Manager
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The undersigned authorized signature hereby executes this Agreement on behalf of the County of Monterey, and its County General Fund and its County General Library Fund.

By:

Print Name:

Title:

Attest by:

Approved as to form:

County Counsel
Address for Notices:

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The undersigned authorized signature hereby executes this Agreement on behalf of the Monterey County Water Resources Agency and Monterey County Water Resources Agency, Zone 11.

By:

Print Name:

Title:

Attest by:

Approved as to form:

Address for Notices:

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Monterey Peninsula Water Management District
By:

Print Name:

Title:

Attest by:

Approved as to form:

Address for Notices:

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Monterey Peninsula Regional Park District
By:

Print Name:

Title:

Attest by:

Approved as to form:

Address for Notices:

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Monterey County Mosquito District
By:

Print Name:

Title:

Attest by:

Approved as to form:

Address for Notices:

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Moss Landing Harbor District
By:

Print Name:

Title:

Attest by:

Approved as to form:

Address for Notices:

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Seaside County Sanitation District
By:

Print Name:

Title:

Attest by:

Approved as to form:

Address for Notices:

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The undersigned authorized signature hereby executes this Agreement on behalf of the Monterey County Office of Education and ERAF.

By:

Print Name:

Title:

Attest by:

Approved as to form:

Address for Notices:

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Monterey Peninsula Unified School District
By:

Print Name:

Title:

Attest by:

Approved as to form:

Address for Notices:

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Monterey Peninsula Community College District
By:

Print Name:

Title:

Attest by:

Approved as to form:

Address for Notices:

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EXHIBIT A
Diagram Depicting Monterey County Courthouse Site
APN: 031-151-013-000
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EXHIBIT A
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EXHIBIT A
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EXHIBIT A
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EXHIBIT C
Taxing Entities and Their Existing Percentage Shares* (as of January 1, 2024) Code Name
Percentage of
Revenues
19000 County General Fund 0.135367
19500 County Library 0.015929
21000 City of Seaside 0.210579
37000 Monterey County Water Resources Agency 0.000883
38000 Monterey County Water Resources Agency, Zone 11 0.000137 43500 Monterey Peninsula Water Management District 0.004929 44600 Monterey Peninsula Regional Park District 0.003197 47300 Monterey County Mosquito District 0.004814
47400 Moss Landing Harbor District 0.000000
48000 Seaside County Sanitation District 0.015160
25300 Monterey County Office of Education 0.024666
27400 Monterey Peninsula Unified School District 0.405155 27800 Monterey Peninsula Community College District 0.043754 01700 ERAF 0.135430

1.000000
* The distribution/allocation will be based on the Taxing Entities proportionate share of the base property tax in the year the property is sold, which is subject to change from what is listed in Exhibit C as of January 1, 2024.

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CITY OF SEASIDE

STAFF REPORT
Item No.: 8.R.

TO: City Council
FROM: Craig Malin, Interim City Manager
BY: Jessica Riley, Assistant Finance Director
DATE: October 3, 2024
SUBJECT: ADOPT A RESOLUTION APPROVING A LEASE/PURCHASE

FINANCING AGREEMENT WITH PNC BANK, NATIONAL

ASSOCIATION TO LEASE/PURCHASE A FIRE ENGINE IN THE
AMOUNT OF $1,032,072.23

RECOMMENDATION
Adopt a resolution approving a lease/purchase financing agreement with PNC Nank National Association to lease/purchase 1 Pierce Enforcer 500 GPM Type 1 engine, as approved in the 2024-2025 Adopted Budget, and authorizing the City Manager to sign the agreement.

BACKGROUND
In the 2024-2025 Adopted Budget, funds were allocated for the lease/purchase of a fire engine. The engine in question is a Pierce Enforcer 500 GPM Type 1 engine. On August 15, 2024, the City Council approved a resolution authorizing the purchase of this engine from Golden State Fire Apparatus.

The attached Master Lease/Purchase Agreement outlines the terms of the financing.

The engine will be paid for over a 10-year period at an interest rate of 5.67%. The annual debt service payment will be $95,822.25, beginning in fiscal year 2025-2026. A down payment of $300,000 is required at the start of the lease.

FISCAL IMPACT
The down payment of $300,000 was budgeted for fiscal year 2024-2025 in account 343-8910-9551 and future debt service payments will be budgeted in the respective fiscal year the payment is required.

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Item No. 8.R. Page 2 of 2

ATTACHMENTS

1. Resolution Lease Agreement

2. Master Lease-Purchase Agreement
Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
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RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEASIDE

AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE PURCHASE FINANCING FOR A FIRE ENGINE IN THE AMOUNT OF $1,032,072.23 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; and
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.; and 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.; and
WHEREAS, PNC Bank, National Association (“Lessor”) shall act as Lessor under said Leases; and
NOW, THEREFORE BE IT RESOLVED, Be It Ordained by the Governing Body of the Municipality:

Section 1. DEFINITIONS
Municipality/Lessee: City of Seaside
State in which Municipality is located: California
Section 2. Either one of the City Manager OR Finance Director (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 Meeting Date: 10/4/2024
Item X.X
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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 3. 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 4. 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 5. 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 6. 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.

Section 7. This resolution shall take effect immediately upon its adoption and approval.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Seaside duly held on the 4th day of October 2024, by the following vote:

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AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

APPROVED:
________________________________
Ian N. Oglesby, Mayor
ATTEST:
________________________________
Dominique L. Davis, City Clerk
APPROVED TO FORM:
________________________________
Sheri L. Damon, City Attorney
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C03
Master Lease-Purchase Agreement
Between
City of Seaside 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. The signature of Secretary/Clerk of Municipality is required. Note – the Resolution should be dated prior to the date of the documents.  Certificate of Incumbency – List your authorized signor(s) and title(s); have Secretary/Clerk or appropriate trustee attest to the information and signature(s) provided by signing and printing his/her name, title and date. The resolution must reflect the title(s) of the individual(s) who have authorization to sign the documents. The person who validates the signatures should not sign the lease documents.
 Opinion of Counsel Letter – Enclosed is a template. Please ask your attorney to prepare on his/her letterhead and include all the items in the template. An inked signature is required.  Four-Party Agreement – Sign and title.
 Delivery & Acceptance Certificate – At point of delivery, sign/date and return to [email protected].
 Insurance Request Form – Fill in your insurer’s information and sign/title. Prior to delivery, please obtain a certificate of insurance and forward to [email protected].  IRS FORM 8038-G – Sign, date, and title
 Invoice for advance payment – please send your check in the amount of $300,000.00, made payable to PNC Bank, National Association.
 Information Request - Billing requirements and contact information.  Titled Vehicle Guidelines – The terms of your contract specify that the Lessor 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.

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E05
MASTER LEASE – PURCHASE AGREEMENT
Dated as of October 18, 2024
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: City of Seaside

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

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

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

4. RENT PAYMENTS.

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).

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

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.

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.

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

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, Packet Page 433
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.

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.

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.

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

7. NO WARRANTY BY LESSOR. THE EQUIPMENT IS SOLD “AS IS”. LESSEE ACKNOWLEDGES THAT LESSOR DID NOT MANUFACTURE THE EQUIPMENT. LESSOR DOES NOT

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

EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OR AS TO THE EQUIPMENT’S VALUE, DESIGN, CONDITION, USE, CAPACITY OR DURABILITY. LESSEE AGREES THAT REGARDLESS OF CAUSE,

LESSOR IS NOT RESPONSIBLE FOR, AND LESSEE WILL NOT MAKE ANY CLAIM AGAINST

LESSOR FOR, ANY DAMAGES, 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 Packet Page 434
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.

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.

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.

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.

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.

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 Packet Page 435
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.

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. 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.

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.

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.

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.

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, 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 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 Packet Page 436
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) (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 30 days after Lessor notifies Lessee of such determination, the amount which, with respect to Rent Payments previously paid and taking 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, Packet Page 437
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.

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.

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.

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.

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

19. EVENTS OF DEFAULT. For each Lease, “Event of Default” means the occurrence of any one or more of the following events as they may relate to such Lease: (a) Lessee fails to make any Rent Payment (or any other payment) as it becomes due in accordance with the terms of the Lease, and any such failure continues for ten 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 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 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.

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 Packet Page 438
in effect when the default occurs together with interest on such amounts at the highest lawful rate from the date of Lessor’s demand for such payment.
(b) Lessor may require Lessee to promptly return all Equipment to Lessor in the manner set forth in Section 21 (and Lessee agrees that it shall so return the Equipment), or Lessor may, at its option, enter upon the premises where any Equipment is located and repossess such Equipment without demand or notice, without any court order or other process of law and without liability for any damage occasioned by such repossession;
(c) Lessor may sell, lease or otherwise dispose of any Equipment, in whole or in part, in one or more public or private transactions, and if Lessor so disposes of any Equipment, then Lessor shall retain the entire proceeds of such disposition free of any claims of Lessee, provided, that the net proceeds of any such disposition shall be applied to amounts payable by Lessee under clause (a) above of this Section only to the extent that such net proceeds exceed the applicable Termination Value set forth in the applicable Schedule A-1;
(d) Lessor may terminate, cancel or rescind any Lease as to any and all Equipment; (e) Lessor may exercise any other right, remedy or privilege which may be available to Lessor under applicable law or, by appropriate court action at law or in equity, Lessor may enforce any of Lessee’s obligations under any Lease; and/or
(f) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-pocket costs and expenses incurred by Lessor as a result (directly or indirectly) of the Event of Default and/or of Lessor’s actions under this section, including, without limitation, any attorney fees and expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning or disposition of any Equipment.

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

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

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

23. NOTICES. All notices to be given under any Lease shall be made in writing and either personally delivered or mailed by certified mail to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notices shall be deemed to have been received five 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 30 days of their Packet Page 439
completion in each fiscal year of Lessee during any Lease Term, Lessee will deliver to Lessor upon Lessor’s request the publicly available annual financial information of Lessee. To the extent permitted by law, Lessee shall indemnify, hold harmless and, if Lessor requests, defend Lessor and its shareholders, affiliates, employees, dealers and agents against all Claims directly or indirectly arising out of or connected with (a) the manufacture, installation, use, lease, possession or delivery of the Equipment, (b) any defects in the Equipment, any wrongful act or omission of Lessee, or its employees and agents, or (c) any claims of alleged breach by Lessee of this Master Lease or any related document. “Claims” means all losses, liabilities, damages, penalties, expenses (including attorney’s fees and costs), claims, actions and suits, whether in contract, tort or otherwise. Lessee hereby appoints Lessor its true and lawful attorney-in-fact (with full power of substitution) to prepare any instrument, certificate of title or financing statement covering the Equipment or otherwise protecting Lessor’s interest in the Equipment, to sign Lessee’s name with the same force and effect as if signed by Lessee, and to file same at the proper location(s); and make claims for, receive payment of, and execute and endorse all documents, checks or drafts for loss, theft, damage or destruction to the Equipment under any insurance.

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

As used herein: “Anti-Terrorism Laws” means any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented or replaced from time to time; “Compliance Authority” means each and all of the (a) U.S.

Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S.

Commerce Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange Commission; “Covered Entity” means Lessee, its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the foregoing, and all brokers or other agents of Lessee acting in any capacity in connection with this Master Lease or any Lease; “Reportable Compliance Event” means that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate crime to any AntiTerrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Law; “Sanctioned Country” means a country subject to a sanctions program maintained by any Compliance Authority; and “Sanctioned Person” means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.

26. USA PATRIOT ACT NOTICE. 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.

Packet Page 440

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. EPA 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 Heavy-Duty 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.

City of Seaside
(“Lessee”)
By:

Title:
440 Harcourt Avenue
Seaside, CA 93955
PNC Bank, National Association
(“Lessor”)
By:

Title
995 Dalton Ave.

Cincinnati, OH 45203
Packet Page 441

E28
LEASE SCHEDULE NO. 1198960-1
Dated as of October 18, 2024
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 October 18, 2024

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

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

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

4. ACCEPTANCE OF EQUIPMENT. AS BETWEEN LESSEE AND LESSOR, LESSEE AGREES THAT (A) LESSEE HAS RECEIVED AND INSPECTED ALL EQUIPMENT; (B) ALL EQUIPMENT IS IN GOOD WORKING ORDER AND COMPLIES WITH ALL PURCHASE ORDERS, CONTRACTS AND SPECIFICATIONS; (C) LESSEE ACCEPTS ALL EQUIPMENT FOR PURPOSES OF THE LEASE “AS-IS, WHERE IS”; AND (D) LESSEE WAIVES ANY RIGHT TO REVOKE SUCH ACCEPTANCE.

5. BANK QUALIFIED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX-EXEMPT 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).

City of Seaside
(“Lessee”)
PNC Bank, National Association
(“Lessor”)
By: By:

Title: Title:

Packet Page 442

E28
Schedule A-1

1. EQUIPMENT LOCATION & DESCRIPTION:

City of Seaside
1635 Broadway
Seaside, CA 93955
Monterey County
New Pierce Enforcer PUC Pumper
VIN #TBD

2. LEASE PAYMENT SCHEDULE.
(a) Accrual Date: October 18, 2024
(b) Amount Financed:
i. Equipment Purchase Price $1,082,873.50
ii. Purchase Price Deduction $0.00
Prepay Discounts $137,984.00
Trade In $0.00
Sales Tax $87,182.73
iii. Total Amount Financed (Cash Sale Price minus
Purchase Price Deductions) $1,032,072.23
(c) Payment Schedule:

Rent Payment
Number
Rent Payment
Date
Rent Payment
Amount
Interest
Portion Principal Portion Termination
Value
1 10/18/2024 300,000.00 0.00 300,000.00 no call
2 10/18/2025 95,822.25 38,214.17 57,608.08 no call
3 10/18/2026 95,822.25 35,207.03 60,615.22 no call
4 10/18/2027 95,822.25 32,042.91 63,779.34 566,571.68
5 10/18/2028 95,822.25 28,713.63 67,108.62 497,449.80
6 10/18/2029 95,822.25 25,210.56 70,611.69 424,719.76
7 10/18/2030 95,822.25 21,524.63 74,297.62 348,193.21
8 10/18/2031 95,822.25 17,646.30 78,175.95 267,671.98
9 10/18/2032 95,822.25 13,565.51 82,256.74 182,947.54
10 10/18/2033 95,822.25 9,271.71 86,550.54 93,800.48
11 10/18/2034 95,822.25 4,753.82 91,068.43 1.00
Packet Page 443

City of Seaside PNC Bank, National Association
(“Lessee”) (“Lessor”)
By: By:

Title: Title:

Packet Page 444
E28

VEHICLE SCHEDULE ADDENDUM
Dated as of October 18, 2024
Lease Schedule No. 1198960-1 Dated October 18, 2024
Lessee: City of Seaside
Reference is made to the above Lease Schedule (“Schedule”) to the Master Lease-Purchase Agreement identified in the Lease Schedule (“Master Lease”) by and between PNC Bank, National Association (“Lessor”) and the above Lessee (“Lessee”). This Addendum amends and modifies the terms and conditions of the Schedule and is hereby made a part of the Schedule. Unless otherwise defined herein, capitalized terms defined in the Master Lease shall have the same meaning when used herein.

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

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

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

IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced above.

City of Seaside PNC Bank, National Association
(“Lessee”) (“Lessor”)
By: By:

Title: Title:

Packet Page 445
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEASIDE

APPROVING AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE

PURCHASE FINANCING FOR A FIRE ENGINE IN THE AMOUNT OF
1,032,072.23
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.; and
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.; and 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.; and
WHEREAS, PNC Bank, National Association (“Lessor”) shall act as Lessor under said Leases.; and
NOW, THEREFORE BE IT RESOLVED, Be It Ordained by the Governing Body of the Municipality:

Section 1. DEFINITIONS
Municipality/Lessee: City of Seaside
State in which Municipality is located: California
Section 2. Either one of the City Manager OR Finance Director (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 Meeting Date: 10/4/2024
Item X.X
Packet Page 446
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 3. 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 4. 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 5. 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 6. 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.

Section 7. This resolution shall take effect immediately upon its adoption and approval.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Seaside duly held on the 4th day of October 2024, by the following vote:

Packet Page 447
AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

APPROVED:

________________________________
Ian N. Oglesby, Mayor

ATTEST:
________________________________
Dominique L. Davis, City Clerk
APPROVED TO FORM:
________________________________
Sheri L. Damon, City Attorney
Packet Page 448
E24

CERTIFICATE OF INCUMBENCY
Lessee: City of Seaside
Lease Schedule No.: 1198960-1 Dated: October 18, 2024
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: ________________________________________
Packet Page 449

OFFICE OF THE CITY ATTORNEY
440 Harcourt Avenue Telephone 831-899-6890
Seaside, CA 93955 Facsimile 831-718-8602
www.ci.seaside.ca.us
Include, Innovate, Inspire
Date: October 18, 2024
Lessee: City of Seaside
Lessor: PNC Bank, National Association
Re: Lease Schedule No. 1198960-1 dated October 18, 2024, together with its Master Lease- Purchase Agreement dated October 18, 2024, 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 California (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 Packet Page 450
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.

Sincerely,
To Be Signed after approval
Sheri L. Damon
City Attorney
Enc.

Packet Page 451

FOUR PARTY AGREEMENT
Dated as of October 18, 2024
Lessee means City of Seaside
“Lease Schedule” means Lease Schedule No. 1198960-1 dated October 18, 2024, together with its Schedule A-1.
“Pierce” means Pierce Manufacturing Inc., the manufacturer of the Equipment. “Supplier” means: Golden State Fire Apparatus Inc.

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

1. Notwithstanding anything to the contrary in the Lease Schedule, Lessee hereby notifies Lessor that the Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted by Lessee for purposes of the Lease Schedule. Lessee agrees to execute and deliver to Lessor a Delivery and Acceptance Certificate in the form attached hereto as Exhibit A upon the circumstances set forth in said Certificate.

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

Purchase Price: $1,082,873.50
Vendor Discounts: $137,984.00
Sales Tax $87,182.73
Advance Payment Date: October 18, 2024

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: $0.00
Trade In:

Amount Financed:
$0.00
$1,032,072.23

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

Anticipated Delivery Date: October 31, 2027
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: December 31, 2027

5. If for any reason whatsoever Supplier fails to deliver the Equipment to Lessee as set forth in Subparagraph 4(b) of this Agreement by the Outside Delivery Date for any piece of Equipment (the Packet Page 452

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

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

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

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

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

IN WITNESS WHEREOF, the duly authorized officers of the parties set forth below execute this Agreement as of the date first written above.

City of Seaside PNC Bank, National Association
(“Lessee”) (“Lessor”)
By: By:

Title: Title:

Pierce Manufacturing Inc. Golden State Fire Apparatus Inc. (“Pierce”) (“Supplier”)
By: By:

Title: Title:

Packet Page 453

Exhibit A

DELIVERY & ACCEPTANCE CERTIFICATE
Lease Schedule No. 1198960-1
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.

City of Seaside
(“Lessee”)
By: __________________________________
Title: __________________________________
Packet Page 454
I01

INSURANCE COVERAGE DISCLOSURE
PNC Bank, National Association, LESSOR
City of Seaside, 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.

OR

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: City of Seaside
By: _________________________________ Title: ___________________________________ Packet Page 455
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 copy of certificate to Gianna O’Lone at [email protected].

The original should be mailed to the same at:

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

Cincinnati, OH 45203
Please call Gianna O’Lone at 513-455-2343, if you have any questions.

Packet Page 456
C03
PNC Bank, National Association

INFORMATION REQUEST
LESSEE NAME: City of Seaside
FEDERAL TAX I.D. # ___________________________________________ BILLING ADDRESS:
________________________________________________________________________ Billing Contact
________________________________________________________________________ Street Address or Post Office Box
________________________________________________________________________ City, State and Zip
_____________________________________________________________________________ ________
Phone Number Fax Number
____________________________________________
Email Address
PHYSICAL ADDRESS (IF DIFFERENT):
________________________________________________________________________ Street Address or Post Office Box
________________________________________________________________________ City, State and Zip
Require Board Approval for Payments? _______ Yes _______ No Board Meeting Date? ___________________
Require signed vouchers for payments? _______ Yes _______ No We typically mail our invoices 30 days in advance. Taking into account a seven-day mail period, do you foresee any problem that would prevent the payment from being received on or before the due date?
______ Yes _______ No
Please list any special instructions below:
_____________________________________________________________________________ ___
_____________________________________________________________________________ ___
Packet Page 457
October 18, 2024
City of Seaside
440 Harcourt Avenue
Seaside, CA 93955
Attention: Jessica Riley
RE: Master Lease-Purchase Agreement dated October 18, 2024, (“Agreement”), Sequence No. 1198960-1 (“Lease”) by and between City of Seaside (“Lessee”) and PNC Bank, National Association (“Lender”).

Dear Jessica:

Thank you for choosing PNC Bank, National Association for your financing needs. Please refer to the second page, to guide you through the transfer of title and vehicle registration process.

As the Lessee, it is your responsibility that all titled equipment show evidence of Lender, as first and only lienholder on the title, per the contract terms. As Lender, PNC Bank, National Association agrees to give the Borrower 45 days, from the vehicle delivery date to have the titles processed with the respective titling agency with Lender, as first and only lienholder.

We appreciate your business and are available to help you navigate the process. If you have any questions, you may call 855-531-1727 or email your questions to: [email protected].

Very truly yours,
PNC Bank, National Association
Gianna O’Lone
Commercial Transaction Coordinator
Packet Page 458

YOUR NEXT STEP
CUSTOMER’S RESPONSIBILITY TO TITLE AND REGISTER FINANCED

EQUIPMENT TO SECURE LOAN

FOR OUR LESSEES/BORROWERS
If the Lessee/Borrower is completing title work and/or registration:
- The vendor or prior vehicle owner will provide you with a completed MSO/MCO or Title and Title Application. The Lessee/Borrower is responsible for all additional costs/fees associated with titling and registration. Such payments are not built in to your Lease/Loan.

FOR VENDORS OR PRIOR VEHICLE OWNERS
Proof of Origination/Ownership
- Please provide PNC Bank, National Association with a copy of the FRONT side of the MSO/MCO or Current Title and Title Application.

If the Vendor or Prior Owner is completing title work and/or registration:
- PNC Bank, National Association must receive a copy of the Title Application and reverse side of the Title/MSO/MCO showing Lessee/Borrower as Owner and PNC Bank, National Association as Lienholder prior to releasing funds.

TITLE INFORMATION
New title listing PNC Bank, National Association should appear as follows (unless otherwise stated in your Lease/Loan agreement):
- Owner: Lessee/Borrower
- Lienholder: “PNC Bank, National Association”
Original Titles/MSO/MCO
- All Original Titles (or Lien Statements, when applicable) listing Lessee/Borrower as Owner and PNC Bank, National Association as Lienholder must be mailed to PNC Bank, National Association within 45 days of registration. PNC Bank, National Association will retain all titles subject to the terms of the Lease/Loan. An exception to this would be if your contract states that PNC Bank, National Association be named as the “Owner” of the titled equipment, i.e., TRAC lease.

Mail Title/MSO/MCO(s) to the following address:
- PNC Bank, National Association
995 Dalton Avenue
Cincinnati, OH 45203
Attn: Collateral Department
- For questions, please call our Client Care Department at 855-531-1727 or email [email protected]
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9/22 Pierce Standard Escrow Doc Template
I02
PNC Bank, National Association

INVOICE
LESSEE: City of Seaside
DUE DATE: October 18, 2024
LEASE NUMBER: 1198960-1
TOTAL AMOUNT DUE: $300,000.00
ADVANCE PAYMENT DUE $300,000.00
MAKE CHECK PAYABLE TO: PNC Bank, National Association
995 Dalton Avenue
Cincinnati, OH 45203
- Please detach top portion and return with your payment. - Packet Page 460
3/22 PNC ACH
Automatic Payment Authorization
The undersigned hereby authorizes and directs PNC BANK, NATIONAL ASSOCIATION (“Bank”) to initiate debit entries for payments on our lease and loan obligations with Bank to our Checking Account indicated below, at the depository financial institution named below, hereinafter called DEPOSITORY, and to debit the same to such account. We acknowledge that the origination of ACH transactions to our account must comply with the provisions of U. S. law. The undersigned acknowledges and agrees that, to the extent there are insufficient funds in any such account to pay the required amounts when due, the undersigned shall immediately pay to Bank all sums remaining unpaid. This authorization supplements, and does not limit, Bank’s rights under the undersigned’s lease agreement or loan agreement and other documents evidencing or securing the obligations to Bank. This authorization is to remain in full force and effect until Bank has received written notification from us of its termination in such time and in such manner as to afford Bank and DEPOSITORY a reasonable opportunity to act on it.

A. CUSTOMER INFORMATION:

Customer Name: City of Seaside
Customer Number: 1198960
B. DEPOSIT ACCOUNT INFORMATION:

Account Number: ____________________
Routing/ABA: _______________________
Name on Account: ___________________
Bank Name: ________________________
Bank Address: ______________________
I wish to receive monthly invoices for notification purposes YES NO Each person signing below is authorized to make this request, and Bank is entitled to rely conclusively on the above authorization until this authorization is terminated by Bank or the undersigned.

City of Seaside
By: ___________________________________
Print Name: ____________________________
Title: _________________________________
Date: _________________________________
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CITY OF SEASIDE

STAFF REPORT
Item No.: 8.S.

TO: City Council
FROM: Craig Malin, Interim City Manager
BY: Gary Bartlett, Information Technology Director
DATE: October 3, 2024
SUBJECT: AUTHORIZATION TO SUBMIT APPLICATION FOR STATE AND

LOCAL CYBERSECURITY GRANT PROGRAM (SLCGP)

RECOMMENDATION
Authorize the submission of the application for the Fiscal Year (FY) 2024-2025 State and Local Cybersecurity Grant Program (SLCGP) to enhance the City of Seaside's cybersecurity infrastructure.

BACKGROUND
The City of Seaside has the opportunity to apply for the FY 2024-2025 SLCGP, a grant program established under the State and Local Cybersecurity Improvement Act through the California Governor's Office of Emergency Services (Cal OES). The program provides funding to local governments to address cybersecurity risks, protect critical infrastructure, and enhance the resilience of essential services.

The total available funding for the grant is $19,085,028, and local entities can request up to $250,000 over the 25-month grant period from December 1, 2024, to December 31, 2026.

Proposed Project:

The City of Seaside plans to enhance its cybersecurity posture by outsourcing key IT and cybersecurity functions to a Managed Security Service Provider (MSSP). The main components of the project include:

1. Onboarding and Transition: Integration of MSSP services, ensuring a seamless transition to outsourcing.

2. Advanced Threat Detection and Response: Implementation of a Security Information and Event Management (SIEM) and Security Orchestration, Packet Page 462

Item No. 8.S. Page 2 of 3
Automation, and Response (SOAR) solution to automate and strengthen cybersecurity defenses.

3. Ongoing Monitoring and Support: Continuous monitoring, threat detection, and incident response managed by the MSSP.

4. Compliance and Risk Management: Automated compliance monitoring to meet cybersecurity regulations(SLCGP_City_of_Seaside).

Funding Request:

The City of Seaside is requesting $83,532 in funding, allocated as follows:
• MSSP SIEM/SOAR services: $24,000 (FY22) and $26,000 (FY23) • Equipment: AlienVault SIEM/SOAR - $14,175 (FY22) and $15,357 (FY23) • Training: $4,000 (FY22)
Project Timeline:
• Start Date: December 2, 2024
• Completion Date: January 31, 2026
Strategic Alignment:

The project aligns with several objectives of the SLCGP, including improving the city's cybersecurity governance, enhancing incident response, and securing critical infrastructure.

The proposed project will significantly enhance the City’s cybersecurity defenses and support its ability to protect critical services and sensitive data. Council authorization for the application is requested.

FISCAL IMPACT
The City is requesting $83,532 in funding from the SLCGP, and no matching funds are required under the program.

ATTACHMENTS

1. Cybersecurity Grant Information Packet

2. SLCGP Application

3. SLCGP Application Attachment - Required Survey
Reviewed for Submission to the City Council by:

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Item No. 8.S. Page 3 of 3
________________________________________
Craig Malin, Interim City Manager
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GAVIN NEWSOM

GOVERNOR

NANCY WARD

DIRECTOR
FISCAL YEAR 2024-25
STATE & LOCAL CYBERSECURITY GRANT – LOCAL & TRIBAL (SL)

COMPETITIVE FUNDING OPPORTUNITY
Release Date: July 31, 2024
The California Governor’s Office of Emergency Services (Cal OES), Homeland Security & Emergency Management (HSEM) Branch, has a Competitive Funding Opportunity (CFO) for the (SL) Program.

This CFO provides programmatic information and the requirements necessary to prepare and submit a proposal for Cal OES grant funds. The provisions of this CFO supersede previous RFPs. If any language in this CFO conflicts with the terms and conditions of the applicable grant program guidance (e.g., federal Notice of Funding Opportunity, California State Supplement, etc.), the grant program guidance document(s) prevail. Applicants are strongly encouraged to review the applicable Notices of Funding Opportunity and California State Supplement, which outline the requirements that apply to Cal OES HSEM Branch Grant Subawards.

PUBLIC RECORDS ACT NOTICE
Proposals are subject to the Public Records Act, Government Code Section 7920.000, et seq. Do not put any personally identifiable information or private information on this proposal. If you believe that any of the information you are putting on this proposal is exempt from the Public Records Act, please indicate what portions of the proposal and the basis for the exemption. Your statement that the information is not subject to the Public Records Act will not guarantee that the information will not be disclosed.

CONTACT INFORMATION
Questions concerning this CFO or the proposal process must be submitted by email to:

State & Local Projects Unit
[email protected]
Cal OES staff cannot assist the Applicant with the actual preparation of their proposal. Cal OES can only respond to technical questions about the CFO during the period between the publication date and completion of the CFO process.

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A. ELIGIBILITY

1. Eligibility to Compete for Funding
For a proposal to be eligible to compete for funding (i.e., read and rated) all the following conditions must be met:
• Applicants must meet the federal definition of Local Government in 6 U.S.C. §101(13) or Tribal Government in 6 U.S.C. §665(g)(a)(7) and be located in California.
• The proposal must be emailed to
[email protected] and received no later than 11:59 PM (PDT) on Friday, September 27, 2024. Proposals must be attached as PDF documents and contain the form(s) outlined E. Proposal Requirements. The proposal PDF file name should include “FY2024 SL Program CFO” and the Applicant entity name.

Cal OES cannot access proposals through cloud-based storage services (e.g., Google Drive, Dropbox, etc.). Emails should identify the name of the CFO in the Subject line. If you have not received a confirmation that your proposal was received within two business days of the date it was submitted, please send an email to [email protected] .

Please Note: proposals that do not meet the above requirements will be disqualified (i.e., ineligible) and not read and rated.

2. Eligibility for Funding Consideration
Only one proposal per Applicant will be eligible to receive funding. If an Applicant submits more than one proposal, only the highest scoring proposal, meeting the criteria above, will be considered for funding.

3. Prerequisites to Receive Funding
If selected, all the following must be completed within 60 days of receiving the Intent to Fund notification to be eligible to receive funding, Applicants must:
• Have a Unique Entity Identifier (Unique Entity ID) registered in the federal System for Award Management (SAM). Applicants who do not currently have a Unique Entity ID will need to register at Packet Page 466
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SAM.gov to obtain one. Applicants should start this process immediately to ensure they are able to comply with the
requirement to have this completed within the 60-days.
• Not have an exclusion record in the SAM by the beginning of the Grant Subaward performance period. An exclusion record in the SAM indicates that a contractor (agency) is listed in the (federal) government-wide system for debarment and suspension. An agency that is debarred or suspended is excluded from activities involving federal financial and nonfinancial assistance and benefits. Check SAM status.

B. FUNDING INFORMATION
There is $19,085,028 available for the Program for the Grant Subaward performance period of December 1, 2024 – December 31, 2026.

1. Funding Amount
Applicants may apply for up to $250,000 for the 25-month Grant Subaward performance period.

Please see the chart below for a sample breakdown of the fund sources (by Cal OES fund source code) and match based on the maximum request amount.
2022
SLCG
2022 SLCG
MATCH
(WAIVED)
2023
SLCG
2023
SLCG
MATCH
(WAIVED)

TOTAL PROJECT
COST
$82,500 $0 $167,500 $0 $250,000

2. Funding Source(s)
Guidance on policies and procedures for managing HSEM Branch Grant Subawards funded through federal fund sources can be found in the FEMA Preparedness Grants Manual. Applicants are strongly encouraged to review and retain a copy of this document to familiarize themselves with program-specific information as well as overall guidance on the rules and regulations for all fund sources that support this Program.

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The Program is supported through the following fund:

State & Local Cybersecurity Grant Program (SLCG)
• Provides state/territorial, local, and tribal (SLT) governments with resources to address cybersecurity risks and threats to information systems, improve the security of critical infrastructure and resilience of the services provided by those entities. • Supports efforts to implement cyber governance and planning, assess and evaluate systems and capabilities, mitigate prioritized issues, and build a cybersecurity workforce.
• Requires the State Administrative Agency (SAA), as the Recipient of the federal grant, to pass through at least 25% of the amount of the total federal award to rural areas. Per the Homeland Security Act of 2002, a rural area is defined in
49 U.S.C. §5302(17) as an area encompassing a population of less than 50,000 people.
• Requires Recipients and Subrecipients to participate in the federal Cybersecurity & Infrastructure Security Agency (CISA) Cyber Hygiene Service – Vulnerability Scanning and participate in the Nationwide Cybersecurity Review (NCSR) as described in the federal Notice of Funding Opportunity (NOFO).
• For FY 2022 and FY 2023 SLCGP funding, the match requirement has been waived for all Subrecipients. Applicants are referred to Title 2, Code of Federal Regulations (C.F.R.), Part 200, § 200.306 for additional information.
• Cal OES’s fund source code for this federal fund is SLCG.

FEMA has identified the allowable categories of cost under the SLCGP Program as follows:
• Planning – Planning costs are allowable under this Program.

SLCGP funds may be used for a range of planning activities, such as those associated with the development, review, and revision of holistic, entity-wide cybersecurity plans and other Packet Page 468
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planning activities that support the Program goals and
objectives.
• Organization – Organizational costs are allowable under this Program. SLCGP funds may be used for cybersecurity program management, development of whole community partnerships that support cybersecurity program governance, structures and mechanisms for information sharing between the public and private sector, and operational support, including ensuring continuity of operations for essential functions.

Personnel hiring, overtime, and backfill expenses are permitted under this Program to perform allowable SLCGP planning, organization, training, exercise, and equipment activities.

Personnel expenses may include, but are not limited to, training and exercise coordinators, program managers and planners, and cybersecurity navigators. The Subrecipient must
demonstrate that the personnel will be sustainable.
• Equipment – Equipment costs are allowable under this Program.

Unless otherwise stated, equipment must meet all applicable statutory, regulatory, and/or DHS-adopted standards to be eligible for purchase using SLCGP funds. Subrecipients will be responsible for obtaining and maintaining all necessary certifications and licenses for the requested equipment.

Investments in emergency communications systems and
equipment must meet applicable SAFECOM Guidance
recommendations; such investments must be coordinated with the Statewide Interoperability Coordinator and the State Interoperability Governing Body to ensure interoperability and long-term capability.

SLCGP funds may be used to purchase maintenance contracts or agreements, warranty coverage, licenses, and user fees in support of a system or equipment. Applicants should reference the FY 2022 and FY 2023 SLCGP NOFO, Section D, 12 – Funding Restrictions and Allowable Costs, e. Other Direct Costs, III.

Equipment, for additional requirements and restrictions on allowable equipment costs, when building their Budget Detail table for their NOI.

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• Training – Training costs are allowable under this Program.

Allowable training-related costs under SLCGP include the establishment, support, conduct, and attendance of training and/or in conjunction with training by other federal agencies.

Training conducted using SLCGP funds should align with the California SLCGP Cybersecurity Plan and address a performance gap identified through cybersecurity assessments and contribute to building a capability that will be evaluated through a formal exercise.

Subrecipients are encouraged to use existing training, such as FEMA’s National Preparedness Course Catalog, rather than developing new courses.

All training courses must receive a Training Feedback Number from Cal OES Training & Exercise prior to the start of the course.

To request a Training Feedback Number, please download and complete the Training Feedback Form and forward the
completed request via email to [email protected] . • Exercise – Exercise costs are allowable under this Program.

Exercises conducted with SLCGP funding should be managed and conducted consistent with Homeland Security Exercise and Evaluation Program (HSEEP) guidance documents.

Subrecipients are required to submit an After Action
Report/Improvement Plan (AAR/IP) to the SLCGP Grants Analyst and FEMA at [email protected] no later than 90 days after completion of any exercise(s) conducted using SLCGP funds. • Management and Administration (M&A) – M&A costs are
allowable under this Program. M&A activities are defined as directly relating to the management and administration of SLCGP subaward funds, such as financial management,
reporting, and program and financial monitoring. See the FEMA Preparedness Grants Manual for examples of some M&A costs.

Subrecipients are allowed a maximum of five (5) percent of the Grant Subaward amount for the FY 2024 SLCGP.

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• Indirect Costs – Indirect costs are allowable under SLCGP; see the Indirect Costs section of the FY 2024 SLCGP State
Supplement for additional guidance on including indirect costs in the budget for SLCGP-funded projects.

Applicants should complete the appropriate budget categories for the costs included in their project proposal on the Notice of Interest form; see E. Programmatic Narrative, below.

In addition, the following costs are unallowable under the SLCGP:
• Supplantation of state or local funds.

This shall not be construed to prohibit the use of funds under this Program for otherwise permissible uses on the basis that the Subrecipient has previously used state, local, and/or tribal government funds to support the same or similar uses.
• Any Subrecipient cost-sharing contribution, when required. • To pay a ransom from cyberattacks.
• Spyware.
• Recreational or social purposes, or for any purpose that does not address cybersecurity risks or cybersecurity threats on information systems owned or operated by, or on behalf of, the Subrecipient entity.
• Suing the federal government or any other government entity. • Lobbying or intervention in federal regulatory or adjudicatory proceedings.
• Acquiring land or constructing, remodeling, or altering buildings or other physical facilities.
• Cybersecurity insurance premiums.

Please refer to Title 2, C.F.R., Part 200, Subpart E – Cost Provisions, for additional guidance on allowable and unallowable costs.

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C. PROGRAMMATIC INFORMATION

1. Program Overview & Objectives
The purpose of the FY 2024 SLCGP Local & Tribal Program is to assist local units of government, as defined in 6 U.S.C. §101(13), and federally recognized tribes address cybersecurity risks and threats to information systems, improve security of critical infrastructure and resilience of the services these entities provide to their communities.

Through the Infrastructure Investment and Jobs Act (IIJA) of 2021, Congress established the State and Local Cybersecurity Improvement Act, which created the State and Local Cybersecurity Grant Program and appropriated funds to be awarded to eligible state and territorial administrative agencies over a period of four federal fiscal years.

Each year, beginning with federal fiscal year 2022 through federal fiscal year 2025, the U.S. Department of Homeland Security (DHS)/Federal Emergency Management Agency (FEMA) announces a NOFO for the SLCGP. The funds provided by this Program assist SLT governments to manage and reduce systemic cyber risks, including through the establishment of a strong foundation to build a sustainable cybersecurity program. Grant funds are intended to supplement existing fiscal resources and are not guaranteed long-term sustainability solutions. Projects funded under this Program are expected to be reasonably sustained after the end of the performance period without the expectation to receive future grant funds.

As the SAA for this Program, Cal OES established a subcommittee of the California Cybersecurity Task Force, called the Cybersecurity Investment Planning Subcommittee (CCTF-CIPS), in order to meet specified requirements under the IIJA and SLCGP NOFO, including the development and submission of a statewide cybersecurity plan, which was submitted by Cal OES and approved by CISA on September 29, 2023. The CCTF-CIPS serves as California’s cybersecurity planning committee for the purposes of the SLCGP and participates in Program activities such as updating the cybersecurity plan and developing strategies for allocating funds available through the SLCGP to projects that align with the approved cybersecurity plan.

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SLCGP provides funding to implement projects that address one or more of the following objectives established by CISA to accomplish the overarching goal of the Program:

Objective 1 – Governance and Planning – Develop and establish appropriate governance structures, as well as plans, to improve capabilities to respond to cybersecurity incidents and ensure continuity of operations.

Objective 2 – Assessment and Evaluation – Identify areas for improvement in SLT cybersecurity posture based on continuous testing, evaluation, and structured assessments.

Objective 3 – Mitigation – Implement security protections commensurate with risk (outcomes of Objectives 1 and 2), using the best practices as described in element 5 of the required 16 elements of the cybersecurity plans listed in the IIJA and those further listed on page 14 of the NOFO.

Objective 4 – Workforce Development – Ensure organization personnel are appropriately trained in cybersecurity, commensurate with their responsibilities as suggested in the National Initiative for Cybersecurity Education.

2. Program Priorities & Requirements
All proposed projects must support activities that effectively contribute to the local or tribal government’s capability to prevent, prepare for, mitigate against, respond to, and recover from cyber threats against information systems owned and/or operated by the unit of government, align with the objectives, priorities, and cybersecurity plan elements described in the California SLCGP Cybersecurity Plan, and meet the criteria listed in the FY 2022 and FY 2023 SLCGP NOFOs. a. SLCGP National Priorities
In developing projects for the FY 2024 SLCGP Local & Tribal Program, Applicants should describe projects that address areas for improvement identified by the local or tribal government using the whole community approach as they relate to cybersecurity capabilities and especially projects that address implementation Packet Page 473
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of one or more of the key Cybersecurity Best Practices, as appropriate to their organization:
• Implement multi-factor authentication.
• Implement enhanced logging.
• Data encryption for data at rest and in transit.
• End use of unsupported/end of life software and hardware that are accessible from the internet.
• Prohibit use of known/fixed/default passwords and
credentials.
• Ensure ability to reconstitute systems (backups).
• Actively engage in bidirectional sharing between CISA and SLT entities in cyber relevant time frames to drive down cyber risk.
• Migration to the .gov internet domain.

Educational institution Subrecipients (e.g., school districts) using the .edu Internet domain are exempted from transitioning to the .gov Internet domain. All other Subrecipients of SLCGP funding are highly encouraged to transition to a .gov Internet domain over time. Additional information on migrating to the .gov Internet domain can be found on the DotGov Program website.

DHS/FEMA does not prescribe a minimum funding amount for these priorities. However, all SLCGP Applicants are encouraged to consider how FY 2024 SLCGP Local & Tribal Program funding can be used to support these priority areas as they apply to the local or tribal government’s specific needs and the needs of the whole community. Subrecipients of funding through SLCGP are strongly encouraged to eventually adopt and use all eight of the Cybersecurity Best Practices listed above.

Additional information about these cybersecurity best practices can be found in the FY 2022 and FY 2023 SLCGP NOFOs, Section A, 10, c.

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b. SLCGP Statewide Priorities
The CCTF-CIPS, in its SLCGP Cybersecurity Plan, described an intention to focus on the following initiatives, with the corresponding cybersecurity plan element from the IIJA noted in parentheses, to strengthen cybersecurity across California using the FY 2022-23 SLCGP funds:
• Enhance the preparation, response, and resiliency of
information systems, applications, and user accounts
(Element 3);
• Implement a process of continuous cybersecurity risk factors and threat mitigation practices prioritized by degree of risk (Element 4);
• Develop and coordinate strategies to address cybersecurity risks and threats (Element 14);
• Identify and mitigate any gaps in the cybersecurity
workforce, enhance recruitment and retention efforts, and bolster the knowledge, skills, and abilities of personnel with reference to the National Initiative for Cybersecurity
Education – Workforce Framework for Cybersecurity (Element 8);
• Assess and mitigate Critical Infrastructure and Key Resources risks and threats impacting local jurisdictions (Element 10); • Ensure continuity of operations including by conducting exercises (Element 7); and
• Ensure rural communities have adequate access to, and participation in, plan activities (Element 15).

SLCGP Applicants are strongly encouraged to incorporate one or more of these statewide priorities in their project description for the project(s) proposed using Program funds. Additional information about the cybersecurity plan elements is available in the FY 2022 SLCGP NOFO, Appendix C: Cybersecurity Plan, Required Elements.

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c. Participation in Required Cybersecurity Services
Subrecipients are required to participate in free Cyber Hygiene Services – Vulnerability Scanning, provided by CISA. For these required services, please note that participation is not required to submit a proposal under this CFO but is a post-award requirement for all projects selected to receive SLCGP funding.

Additional information on this and other, optional but encouraged cybersecurity services, memberships, and resources can be found on the CISA - SLCGP website (scroll down to the Tools and Resources section).
d. Nationwide Cybersecurity Review (NCSR)
The NCSR is a free, anonymous, annual self-assessment designed to measure gaps and capabilities of a SLT’s cybersecurity programs. It is based on the National Institute of Standards and Technology Cybersecurity Framework and is sponsored by DHS and the Multi-State Information Sharing and Analysis Center.

SLCGP Subrecipients are required to complete the NCSR during the first year of the Grant Subaward performance period and annually thereafter until closeout. The open assessment period is usually October through February; Subrecipients may contact their assigned SLCGP Grants Analyst for additional information and technical support.

D. PROGRAM REPORTING REQUIREMENTS
Performance and implementation reports serve as a record for the implementation of the Grant Subaward. Statistics for performance and implementation reports should be collected on a quarterly basis, even when reporting occurs less frequently. The following reports are required:
a. FEMA Reports
There is one FEMA report Subrecipients will need to complete:

Annual Performance Progress Reports (PPR)
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Subrecipients must submit PPR to Cal OES annually until all grant activities are completed and the Grant Subaward is formally closed out. PPR are due within 30 days after the end of the reporting period.

Annual PPR must include progress made on approved activities and any other project-specific information required by Cal OES. PPR are cumulative and each annual report will include information provided by the Subrecipient in previous reporting periods.

In order to ensure that mandated performance metrics and other data required by the Grant Subaward are reported accurately, SLCGP PPR must first be submitted via email to the Cal OES SLCGP Grants Analyst for review. Electronic reports should be submitted to Cal OES for review at least seven (7) calendar days before the due date. Submission of the final, signed electronic report should only occur after the Subrecipient is instructed by the Grants Analyst to do so.

There are two annual PPR required for the Program. Failure to submit a PPR could result in Grant Subaward reduction, suspension, or termination. See the chart below for report periods and due dates.

Report Report Period Due Date
1st Report December 1, 2024 – November 30, 2025 December 31, 2025 Final
Report December 1, 2025 – December 31, 2026 January 31, 2027 *Exact dates will be provided by your Grants Analyst at the end of each quarter.

E. PROGRAMMATIC NARRATIVE
Applicants must use the forms provided on the Cal OES website. Applicants may not alter the formatting of any forms, including the Notice of Interest (NOI). If a space or character limitation is specified under each NOI question, strict adherence to the space limitation is required. Information included beyond the space limitation and/or unrequested attachments will not be considered in the rating process.

Applicants must respond to each question in the NOI form. The Applicant’s response to each question will be evaluated as part of the rating process.

Applicants should develop a thorough project proposal that takes into consideration planning and implementation of the entire process for the Packet Page 477
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proposed project from conception to completion of all activities using the requested funding.

Proposals must be aligned to one or more of the SLCGP Objectives and at least one of the 16 Cybersecurity Plan Elements. This alignment is based on how many and to what degree the associated elements are adopted, especially the eight best practices listed above (see California Cybersecurity Plan, Appendix B: Project Summary Worksheet, Related Required Element # column).

Applicants should also consider the Program priorities and requirements referenced above in C, Programmatic Information, as well as the SLCGP FY 2022 NOFO, FY 2023 NOFO and the SLCGP California State Supplement, when developing their project proposals.

In addition to their responses on the NOI form, Applicants must complete an online Cybersecurity Maturity Survey (not scored). Upon completion of the survey, Applicants must download a copy of their survey responses and attach as a PDF file to submit with their proposal; proposals submitted without completing the survey may not be considered for funding.

F. SELECTION OF PROPOSAL FOR FUNDING

1. Proposal Rating
Eligible proposals submitted via email as specified in A. Eligibility, above, by the due date are generally evaluated by a three-member team. Each question is assigned a point value and the Applicant’s response to each question is evaluated on the following criteria:

ABSENT: The response does not address the specific question, or a response was not provided.

UNSATISFACTORY: The response does not completely address the question. The information presented does not provide a good understanding of Applicant’s intent, does not give the detailed information requested by the CFO, and/or does not adequately support the proposal or the intent of the Program.

SATISFACTORY: The response addresses the question and provides a good understanding of the Applicant’s intent. The response adequately supports the proposal and the intent of the Program.

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ABOVE AVERAGE: The response is above average and provides a clear and detailed understanding of the Applicant’s intent. The response presents a persuasive argument that supports the proposal and the intent of the Program.

EXCELLENT: The response is outstanding, with clear, detailed, and relevant information. The response presents a compelling argument that supports the proposal and the intent of the Program.

In addition to evaluating and assigning a point value to the Applicant’s responses to the Programmatic Narrative Questions, the budget table and milestones submitted on the NOI form will be evaluated and assigned a point value.

The rater scores are averaged and ranked numerically. Proposals are only evaluated numerically; no notes are taken during the evaluation.

Applicants that meet the definition of a rural area as defined in 49 U.S.C. § 5302 will be scored and ranked against proposals from other Applicants in this category until the 25% federally-mandated rural pass-through threshold is met; at which time, remaining Applicants in this category will be scored and ranked against all other proposals.

Project proposals that do not clearly and directly address the required program objectives/investment justifications or cannot be completed within the performance period will be disqualified.

2. Funding Decision
Final funding decisions are made by the Director of Cal OES. Funding decisions are based on the following:
• The ranked score of the proposal.
• Consideration of priorities or geographical distribution specific to this CFO; e.g., whether the Applicant meets the definition of a rural area as defined in 49 U.S.C. §5302.
• Prior negative administrative and programmatic performance, if applicable.

Applicants previously funded by Cal OES will be reviewed for poor past compliance, including fiscal management, progress and annual Packet Page 479
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reports, audit reports, and other relevant documentation or information. This review may result in one or more of the following actions:
• The Applicant may not be selected for funding.
• The amount of funding may be reduced.
• Grant Subaward Conditions may be added to the Grant
Subaward.

3. Notification Process
All Applicants will be notified in writing, via electronic communication, the results of the rating process. The notification will be sent to the Authorized Agent and the Primary Point of Contact identified on the NOI submitted with the proposal.

Applicants will receive one of the following notifications:
• Intent to Fund if selected for funding.
• Denial if not selected for funding, including the Applicant’s scores and information regarding the appeal process.
• Ineligibility:
o If the proposal did not meet Eligibility to Compete for Funding including information regarding the appeal process; or
o If the proposal scored less than the required 50% of points possible, including the Applicant’s scores and information regarding the appeal process.

Cal OES can only respond to technical questions about the CFO during the period between the publication date and completion of the CFO process. Requests for records must be made through a Public Records Act request.

G. FINALIZING THE GRANT SUBAWARD

1. Grant Subaward Application
Once selected for funding, Subrecipients must complete and submit their Grant Subaward Application through the online Cal OES Grants Packet Page 480
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SL COMPETITIVE FUNDING OPPORTUNITY
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Central System (GCS). Cal OES may require revisions and/or additional documentation to finalize the submission of the Grant Subaward Application in the GCS. The Grants Analyst identified in the Subrecipient’s Intent to Fund notification can provide technical assistance in completing these components.

For more information on the GCS, please see the FY 2024 SLCGP California State Supplement to the NOFO.

2. Grant Subaward Approval
The Grant Subaward will be available in the Cal OES GCS. The Subrecipient is not authorized to incur costs against the Grant Subaward until the application is approved. Once the Grant Subaward is approved, a request for payment may be submitted. a. Grant Subaward Conditions
Cal OES may add conditions to execute the Grant Subaward. If conditions are added, these will be discussed with the
Subrecipient and will become part of the Grant Subaward.

Grant Subaward Conditions may include holds on funding
amounts included in the budget for items of cost that require prior approval from Cal OES and/or DHS/FEMA, including but not limited to, training, and meals/beverages for training and exercise events.
b. Grant Subaward Amounts
When the amount of funds available is limited, Cal OES may reduce the amount of the Grant Subaward from the amount requested by the Subrecipient. In addition, Cal OES reserves the right to negotiate budgetary changes with the Subrecipient prior to executing the Grant Subaward. If either of these actions is required, Cal OES will notify the Subrecipient prior to executing the Grant Subaward.

3. Standard Grant Subaward Funding Authority
Allocation of funds is contingent on the enactment of the State Budget.

Cal OES does not have the authority to disburse funds until the State Packet Page 481
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SL COMPETITIVE FUNDING OPPORTUNITY
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Budget is passed, and the Grant Subaward is fully executed.

Expenditures incurred prior to authorization are made at the Subrecipient’s own risk and may be disallowed. Cal OES employees are not able to authorize a Subrecipient to incur expenses or financial obligations prior to the execution of a Grant Subaward. However, once the Grant Subaward is finalized the Subrecipient may claim reimbursement for expenses incurred on, or after, the start of the Grant Subaward performance period.

If, during the Grant Subaward performance period, the state and/or federal funds appropriated for the purposes of the Grant Subaward are reduced or eliminated by the California Legislature or the United States Government, or in the event revenues are not collected at the level appropriated, Cal OES may immediately terminate or reduce the Grant Subaward by written notice to the Subrecipient.

Cal OES Grant Subawards are subject to applicable restrictions, limitations, or conditions enacted by the California Legislature and/or the United States Government, after, the execution of the Grant Subaward.

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Fiscal Year 2024 State & Local Cybersecurity Grant Program for Local & Tribal Governments (SL) – Notice of Interest (NOI) Section I. Applicant Information (Not Scored)
Local or Tribal Government Entity (must meet the federal definition of Local Government in 6 U.S.C. §101(13) or Tribal Government in 6 U.S.C. §665(g)(a)(7) and be located in California) Physical Address of Local or Tribal Government Entity:

Street
City State Zip Code County
Mailing Address, if different:

Street
City State Zip Code
Unique Entity Identifier (UEI):

Federal Employer ID Number (FEIN):

Website/URL of the Organization:

Authorized Agent/Tribal Chairperson Contact Information:

Name Title/Role
Telephone Number Email
Primary Point of Contact Information:

Name Title/Role
Telephone Number Email
Funding Requested (Maximum of $250,000)
Please check this box if the Applicant is willing to accept less than the full amount requested based on scoring, proposal selection, and availability of grant funding:

If partial grant funding can be accepted, please identify in whole dollars the minimum amount of grant funding that will be accepted:

Revision 2024 Page 1 of 7
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FY2024 SLCGP Local & Tribal NOI
Section II. Alignment with California Cybersecurity Plan & SLCGP Objectives (40 Points Total) Describe the proposed project(s) and how each project will fill identified, critical cybersecurity capability gaps.
a. Thoroughly describe the project(s) being proposed, outlining the various elements or stages involved to implement and complete the project(s), including how the project aligns with one or more of the SLCGP Objectives and implements any applicable cybersecurity best practices as outlined in the California SLCGP Cybersecurity Plan. Please refer to the FY 2024 SLCGP Program Supplemental and the FY 2022 and FY 2023 NOFOs for more information and additional considerations. (2,200 characters max with spaces; 20 points) b. Describe how the proposed project(s) align with one or more of the 16 cybersecurity plan elements and any of the associated statewide priorities addressed in the California SLCGP Cybersecurity Plan. Please refer to the cybersecurity plan and the FY 2022 and FY 2023 NOFOs (see Appendix C, Cybersecurity Plan, Required Elements, in the NOFOs) for additional information on the cybersecurity plan elements. (2,200 characters max with spaces; 20 points) Revision 2024 Page 2 of 7
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FY2024 SLCGP Local & Tribal NOI
Section III. Impact(s) of Loss of Network Availability (40 Points Total) a. Describe your organization's mission/objectives and how your network supports these. (2,200 characters max with spaces; 20 points)
b. Describe how your network's loss of availability would impact security, economic security, public health or safety, or any combination of those matters. (2,200 characters max with spaces; 20 points)
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FY2024 SLCGP Local & Tribal NOI
Section IV. Cybersecurity Posture Maturity Level (40 Points Total) Describe the Applicant’s current cybersecurity governance, infrastructure, and capabilities and how SLCGP funding will help improve them.
a. Describe to what degree the Applicant’s current cybersecurity posture aligns with the 16 Elements of Cybersecurity as identified in the California SLCGP Cybersecurity Plan (beginning on p. 6) and how FY 2024 SLCGP funding will enhance and/or improve the existing posture. (2,200 characters max with spaces; 20 points)
b. Describe the Applicant’s current cybersecurity maturity as it relates to the functions of the National Institute of Standards and Technology Cybersecurity Framework 2.0 and how SLCGP funding will enhance and/or improve the existing cybersecurity maturity level. The Applicant should ensure the proposed project(s) is/are an appropriate match to their cybersecurity maturity level as indicated by their survey responses and address critical gaps. (2,200 characters max with spaces; 20 points)
c. In addition to the narrative questions in this section, Applicants must complete an online survey on their organization’s cybersecurity posture maturity. Upon completion of the survey, Applicants must download a copy of their responses and attach as a PDF to submit with this NOI form; proposals submitted without completing the survey may not be considered for funding.

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FY2024 SLCGP Local & Tribal NOI
Section V. Cybersecurity Gap(s) (20 Points)
a. Describe how each proposed project will fill critical cybersecurity capability gap(s) identified by the Applicant. (2,200 characters max with spaces; 20 points) Section VI. Proposed Budget (20 Points)
In this section, select Yes or No regarding applicable project related activities the organization plans to expend with grant funds. Describe the activity and provide the cost estimate related to cybersecurity enhancements of the organization. The maximum amount available for FY22 funds is $82,500, the maximum available for FY23 is $167,500, for a total maximum request of $250,000.

NOTE: Due to the competitive process, changes to the scope of work are not permitted. Please ensure the projects being proposed are well planned, as any funds that remain at the end of the period of performance will be disencumbered.

Activity Description Cost
Planning FY22 FY23
Organization
Equipment
Training
Exercise
Management and Administration (not to exceed 5% of the total amount requested).

Indirect Costs
TOTAL COSTS (FY22 + FY23)
(This amount must match Funding Requested on Page 1)
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FY2024 SLCGP Local & Tribal NOI
Section VII. Milestones (20 Points)
Describe how the project(s) being proposed will be completed within the period of performance, including a timeline with key milestones. Start dates should reflect the start of the associated key activities and end dates should reflect when the milestone event will be completed. Applicants should provide no more than 10 milestones.

Milestone Start Date Completion Date

1. 2.

3. 4.

5. 6.

7. 8.

9. 10.

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FY2024 SLCGP Local & Tribal NOI
Section VIII. Population (Not Scored)
Check the box if the total population of the Applicant organization (e.g., county or city population for county or city governments, enrollment for school districts, service population for special districts, tribal membership for tribal governments, etc.) is less than 50,000 individuals.

Utilization of Additional Funds if Available (Not Scored) If additional funds become available, how would you utilize the funds to expand or enhance your proposed project(s)? (2,200 characters max with spaces) Applicant Certification Information
Before submitting, please review your responses and ensure that they are complete, including the required survey. Submit the completed NOI, along with other required documents, via email to [email protected]
IMPORTANT NOTE: Submissions received after the deadline of Friday, September 27, 2024, 11:59 PM PST will not be accepted and will be disqualified from continuing in the competitive application process. No exceptions can be made. Please plan accordingly.

Applicant has completed the online cybersecurity posture maturity survey and downloaded a PDF copy of their responses.

I certify that the information provided, including population size, is complete and correct to the best of my knowledge.

Name, Title/Role
E-mail Address
Phone Number
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Cybersecurity Maturity Assessment Survey
This survey will help identify the cybersecurity maturity of your organization and will aid in identifying how your proposed project will align with maturity and the elements denoted in the Cybersecurity Plan.

SLGCP Cybersecurity Plan

PUBLIC RECORDS ACT NOTICE
Proposals are subject to the Public Records Act, Government Code Section 7920.000, et seq. Do not put any personally identifiable information or private information on this proposal. If you believe that any of the information you are putting on this proposal is exempt from the Public Records Act, please indicate what portions of the proposal and the basis for the exemption. Your statement that the information is not subject to the Public Records Act will not guarantee that the information will not be disclosed.

Your name
Gary Bartlett
Email address
[email protected]
What local government agency or organization are you representing for this survey? City of Seaside
Organization type
City
If you selected Other on the previous question, please specify.

No response
Three questions tailored to gauge cybersecurity maturity within the NIST CSF 2.0 GOVERN function:

1. On a scale of one to five, how clearly defined and documented are your organization's cybersecurity roles and responsibilities, including those of senior leadership?

1.2 Some roles and responsibilities are defined but not consistently communicated.

2. On a scale of one to five, how effectively does your organization identify, assess, and prioritize cybersecurity risks?

2.2 There is some ad-hoc identification and assessment of risks, but it's not comprehensive or consistent.

3. On a scale of one to five, how well does your organization ensure compliance with relevant cybersecurity standards, regulations, and contractual obligations?

3.2 Compliance is considered, but efforts are not consistently tracked or monitored.

Three questions tailored to gauge cybersecurity maturity within the NIST CSF 2.0 IDENTIFY function:

4. On a scale of one to five, how effectively does your organization identify and manage its assets (e.g., devices, systems, data)?
Submission date: 09/18/2024, 09:25:14 AM 1
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4.3 Assets are generally identified and tracked, but the process may not be fully automated or integrated.

5. On a scale of one to five, how robust is your organization's approach to risk assessment?

5.2 There are ad-hoc risk assessments, but they are not standardized or comprehensive.

6. On a scale of one to five, how effectively does your organization integrate external threat intelligence into its cybersecurity risk management strategy?

6.2 Some basic threat intelligence sources are utilized, but integration is ad-hoc.

Three questions tailored to gauge cybersecurity maturity within the NIST CSF 2.0 PROTECT function:

7. On a scale of one to five, how robust are your organization's access control measures to protect sensitive information and critical systems?

7.3 Access controls are implemented for most systems and data, with periodic reviews of user access rights.

8. On a scale of one to five, how effectively does your organization protect sensitive data from unauthorized access or disclosure?

8.3 Data protection measures are implemented for sensitive data, with encryption and access controls based on data classification.

9. On a scale of one to five, how effective are your organization's efforts to promote cybersecurity awareness and provide training to employees?

9.2 Basic cybersecurity training is conducted sporadically, with limited coverage of key topics.

Here are three questions tailored to gauge cybersecurity maturity within the NIST CSF 2.0 DETECT function:

10. On a scale of one to five, how capable is your organization in detecting cybersecurity incidents in a timely manner?

10.2 Some basic detection mechanisms are in place, but they may not cover all potential threats or be consistently monitored.

11. On a scale of one to five, how effectively does your organization collect, analyze, and correlate security logs to identify potential security incidents?

11.1 Logging and analysis capabilities are minimal, with limited collection and retention of security logs.

12. On a scale of one to five, how mature are your organization's capabilities in detecting anomalous behavior and suspicious activities on the network and endpoints?

12.2 Some basic anomaly detection techniques are employed, but they may not effectively differentiate between normal and malicious activities.

Three questions tailored to gauge cybersecurity maturity within the NIST CSF 2.0 RESPOND function:

13. On a scale of one to five, how comprehensive and well-documented is your organization's incident response plan?

13.1 There is no formal incident response plan in place.

14. On a scale of one to five, how capable and prepared is your organization's incident response team to handle cybersecurity incidents?

14.1 There is no dedicated incident response team or formalized process for incident handling.

15. On a scale of one to five, how effective is your organization's communication and coordination during incident response efforts?

15.2 There are basic communication channels in place, but they may not be well-defined or consistently utilized during incidents.

Three questions tailored to gauge cybersecurity maturity within the NIST CSF 2.0 RECOVER function:

Submission date: 09/18/2024, 09:25:14 AM 2
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16. On a scale of one to five, how robust and comprehensive is your organization's backup and recovery capability for critical systems and data?

16.2 Basic backup procedures are implemented, but they may not cover all critical systems or data, and recovery processes are not regularly tested.

17. On a scale of one to five, how well-prepared is your organization to recover from cybersecurity incidents and disruptions to business operations?

17.1 There is no formal incident recovery plan in place.

18. On a scale of one to five, how resilient are your organization's systems and processes to withstand and recover from disruptive events?

18.2 Basic resilience measures are implemented, but they may not cover all critical systems or processes, and there is limited redundancy or failover capability.

Submission date: 09/18/2024, 09:25:14 AM 3
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CITY OF SEASIDE

STAFF REPORT
Item No.: 9.A.

TO: City Council
FROM: Craig Malin, Interim City Manager
BY: Adolfo Gonzalez, Project Manager
DATE: October 3, 2024
SUBJECT: REVIEW AND APPROVE THE NEIGHBORHOOD IMPROVEMENT

COMMISSION'S ANNUAL WORK PLAN RECOMMENDATIONS
FOR FISCAL YEAR 24-25

RECOMMENDATION
Consider and approve the Neighborhood Improvement Commission FY2024-2025 annual work plan.

BACKGROUND
The Neighborhood Improvement Commission (NIC) provides recommendations and advice to the City council on matters related to improving neighborhoods in Seaside.

The commission has five main objectives: Beautification of Property, Encouraging citizens to comply with Code Enforcement regulations, Making recommendations to the City Council, Working with Community Organizations to help clean up the City, Encouraging holiday decorations, and conducting Code Enforcement hearings.

With these objectives in mind, the NIC held a public meeting at the Oldemeyer Center on July 20, 2024, to develop the Annual Work Plan FY 24-25. During the meeting, the NIC reviewed the previous year's work plan and discussed projects for the current fiscal year, identifying 16 projects, including 6 ongoing annual programs. The NIC voted to accept the 16 projects as a draft list and scheduled further discussions. The NIC refined the list at subsequent meetings on August 6, 2024, August 20, 2024, September 3, 2024, September 12, 2024, and September 26, 2024. On September 12, 2024, City Commissions were invited to submit written project proposals to the NIC by September 25, 2024, to be considered for funding at the September 26, 2024, special NIC meeting.

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Item No. 9.A. Page 2 of 2
At the September 26, 2024, meeting, the NIC evaluated written proposals from FOSPA, Sustainable Seaside, Homeless Commission, Art & History Commission, Parks & Recreation Commission, and Sustainable Seaside. Each proposal was evaluated based on the Commission's five main objectives to determine whether the project is recommended for funding. The attached Annual Work Plan is the result of the NIC's commitment to the "overall improvement of neighborhoods in Seaside". The NIC's FY 24-25 budget allocation is $398,687.91 with an available balance of $385,316.02. The estimated cost for this fiscal year's work plan is $385,316. The Neighborhood Improvement Commission is pleased to present the attached Annual Work Plan for FY 24-25 to the City Council for its consideration.

FISCAL IMPACT
Funding for the NIC FY24-25 annual work plan is within the Building and Code Services Department Neighborhood Improvement Commission Budget allocated for this fiscal year. The funds are encumbered from Budget number 100-1350-7169 in the amount of $385,316.02.

ATTACHMENTS

1. NIC FY 24-25 Final Work Plan 9-27-24
Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
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Neighborhood Improvement Commission
Annual Work Plan FY 24-25
October 3, 2024

ENTITY PROJECT UNIT QTY UNIT
COST

TOTAL COST
NIC Neighborhood Clean-up, September and April EA 2 $7,500 $15,000 Tree Give-a-Way LS 1 $10,000 $10,000
Neighborhood Watch Program LS 1 $10,000 $10,000
Graffiti Abatement Program LS 1 $25,000 $25,000
High Five Program LS 1 $5,000 $5,000
Additional Benches on Gen. Jim Moore Bl EA 4 $1,897 $7,588 Utility Box Wraps EA 5 $1,700 $8,500
Additional Bike Racks at City Parks & Downtown EA 5 $800 $4,000 Oldemeyer Center Mural - West Entrance Wall EA 1 $15,000 $15,000 Landscape improvement for less maintenance at
Seaside sign, Del Monte and Canyon Del Rey
LS 1 $15,000 $15,000
Community Flag Giveaway EA 100 $40 $4,000
Capra Park Revitalization LS 1 $25,000 $25,000

ART & HISTORY

COMMISSION
Mural at Pre-School LS 1 $15,000 $15,000
FOSPA Capra Park BBQ Area LS 1 $26,314 $26,314

PARKS & RECREATION

COMMISSION
Lincoln Cunningham Park - Adult fitness course LS 1 $96,314 $96,314 Lincoln Cunningham Park - Play Structure LS 1 $70,000 $70,000 Water Fountain-Refill Station - Other locations EA 2 $11,200 $22,400 SUSTAINABLE SEASIDE Water Fountain-Refill Station - Capra Park LS 1 $11,200 $11,200 REMAINING NIC BUDGET $385,316 Total Allocation $385,316 Packet Page 495

CITY OF SEASIDE

STAFF REPORT
Item No.: 9.B.

TO: City Council
FROM: Craig Malin, Interim City Manager
BY: Jose Bazua, Economic Development Director
DATE: October 3, 2024
SUBJECT: ADOPT A RESOLUTION TO APPROVE AN AGREEMENT FOR PURCHASE OF REAL PROPERTY AT 705 BROADWAY AVENUE

RECOMMENDATION
Adopt a resolution authorizing the Interim City Manager to execute a Purchase Agreement and Joint Escrow Instructions, as reviewed and approved by the City Attorney, for the acquisition of 705 Broadway Avenue for $875,000 and take other actions to implement the purchase of the property, open, and close escrow.

BACKGROUND
705 Broadway Avenue is a commercial property situated in the downtown West Broadway Urban Village area at the corner of Broadway Avenue and Alhambra Street.

The property comprises a freestanding 1596 SF building on a fully faced 4,049 SF lot. It has been listed for sale multiple times since November 2022 and is currently listed at $1,100,000.

Under the West Broadway Urban Village Plan, the property is zoned for Mixed Use and will be used to develop an Affordable Housing Mixed Use project. Acquiring this property would provide the current and future City Councils with the opportunity to develop a significant project for that part of the Urban Village, including affordable housing.

FISCAL IMPACT
The proposed purchase is a one-time cost that will be funded with the Affordable Housing Fund. Additionally, the Economic Development Department's budget will address the $24,500 buyer's commission fee and a fee for escrow.

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Item No. 9.B. Page 2 of 2

ATTACHMENTS

1. Resolution
Reviewed for Submission to the City Council by:

________________________________________
Craig Malin, Interim City Manager
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RESOLUTION NO. 24-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEASIDE

AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE A PURCHASE CONTRACT AND ATTENDANT DOCUMENTS FOR THE ACQUISITION OF 705 BROADWAY AVE FOR $875, 000
WHEREAS, The property at 705 Broadway Avenue includes an approximate 1,596 square foot commercial building on a 4,049 square foot lot; and WHEREAS, the property is located in the West Broadway Urban Village and is zoned Mixed Use and be used to develop a an Affordable Mixed Use Project; and WHEREAS, the acquisition of this parcel will give future City Councils the ability to influence the development of West Broadway Avenue; and
WHEREAS, The Council reviewed the potential purchase of the property on August 15, 2024, and authorized purchase of the property; and
WHEREAS, after several offers and counter offers, the accepted purchase price is $875,000; and
WHEREAS, The City Council authorizes the Interim City Manager to take all necessary actions to implement the purchase of the property; and
WHEREAS, Ratification of the offer in open session is required to move forward with closing on the property.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Seaside hereby directs the Interim City Manager to execute a Purchase Agreement and Joint Escrow Instructions, as reviewed and approved by the City Attorney, for the acquisition of 705 Broadway Avenue for $875,000 and take other actions to implement the purchase of the property, open, and close escrow.

PASSED AND ADOPTED at a Regular meeting of the City Council of the City of Seaside duly held on the 3RD day of October 2024, by the following vote:

AYES: COUNCIL MEMBERS
NOES: COUNCIL MEMBERS
ABSENT: COUNCIL MEMBERS
ABSTAIN: COUNCIL MEMBERS
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APPROVED:
_______________________________
Ian N. Oglesby, Mayor
ATTEST:
______________________________
Dominique L. Davis, City Clerk
APPROVED TO FORM:
______________________________
Sheri L. Damon, City Attorney
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