South Lake Tahoe City Council
August 8, 2023

City Council
Cristi Creegan, Mayor
Cody Bass, Mayor Pro Tem
John Friedrich, Councilmember
Tamara Wallace, Councilmember
Scott Robbins, Councilmember
Mission of the City Council
The City was established to provide essential,
outstanding and cost-effective services that
enhance environmental sustainability, economic
vitality and the quality of life for our residents,
businesses and guests.

City of South Lake Tahoe
City Council, South Tahoe Joint Powers Parking
Financing Authority and South Tahoe Joint Powers
Financing Authority
Meeting Agenda
Tuesday, August 8, 2023 at 9:00 am
*********UPDATED ZOOM LINK************
City Hall - Council Chambers - 1901 Lisa Maloff Way, South Lake Tahoe Public Participation
City Council meetings are held in person at the time and location listed on this agenda. Meetings are live-streamed on Channel 21, City website at www.cityofslt.us, and via UPDATED ZOOM at this link https://us06web.zoom.us/j/88973791567.

A public agenda packet is available for review at City Hall, 1901 Lisa Maloff Way, on the City's Website at www.cityofslt.us, or by contacting the City Clerk's Office, (530) 542-6005 or [email protected] Providing Public Comment:

In Person: Every agenda for regular meetings provides an opportunity for members of the public to directly address the legislative body (City Council), on any item of public interest which is within the jurisdiction of the City Council during Public Communications. For items on the agenda or in connection with any item which the City Council will consider, the public is given the opportunity to comment before or during the City Council's consideration of the item [Government Code Section 54954.3(a)].

By Phone: If you are joining the meeting via ZOOM and would like to make a comment, press the "raise a hand" button. If you are joining the meeting via Channel 21 or live stream and would like to make a comment, please call (530) 542-6500. The meeting ID is ID: 88973791567 press *9 to indicate a desire to make a comment. Press *6 to unmute your phone. The Clerk will call you by the last three digits of your phone number when it is your turn to speak.

In Writing: Written comments received by 3 p.m. the day before the meeting will be distributed to City Council prior to the meeting. Written public comment regarding any item on this agenda may be sent to [email protected]. When emailing comments, identify the agenda item number in the subject 1 1. City Employee Recognitions

2. City Council Meeting Minutes
line to which your comments relate. Any such comment that is a public record and is emailed to [email protected] or otherwise provided to a majority of the City Council before the meeting will be made available for public inspection during normal business hours at the City Clerk's Office located at City Hall, 1901 Lisa Maloff Way, South Lake Tahoe [Government Code Section 54957.5(b)]. Written comments will not be read out loud during the meeting.

The City Council Chambers meeting facility is accessible to people with disabilities. Every reasonable effort will be made to accommodate any person needing special assistance to attend this meeting.

Contact the City Clerk at (530) 542-6005 at least 48 hours in advance of the meeting for assistance [28 CFR 35.102.35.104 ADA Title II and Brown Act Government Code Sections 54953.2, 54954.1, 54954.2, and 54957.5].

Spanish Interpretations: The public may access Spanish interpretation using the ZOOM link listed on the front of the Agenda from an internet device (smartphone, laptop, tablet, home computer) with audio capabilities and selecting the Spanish language option. Persons without an internet device may attend the meeting in-person and a device will be provided while supplies last. Requests for interpreter services to offer public comment may be made by contacting the City Clerk.

Call to Order/Pledge of Allegiance
Roll Call
Closed Session Report
City Employee Recognition
Requested Action / Suggested Motions: Five new employees will be introduced to City Council. Two employees will be recognized for reaching 20 Years-Service and two employees will be recognized for reaching 15 Year-Service.

Responsible Staff Member(s): Various Departments
Item 1 - Executive Summary.pdf
01-Staff Report Employee Service 08 08 2023.docx
Public Communications
This is the public's opportunity to speak on any topic NOT LISTED on this agenda. Comments shall be limited to four (4) minutes. In accordance with the Brown Act, the City Council cannot deliberate or vote on any matter raised under public communications, but may briefly respond to statements made or questions posed. (Government Code Sections 54954.2)
City Commission Reports
Consent Agenda
Public Comment - This is the public's opportunity to speak on any topic listed on the Consent Agenda.

Comments shall be limited to three (3) minutes.

The consent agenda consists of items of a repeating or routine nature considered under a single action.

Any Councilmember may have an item on the consent agenda removed and considered separately upon request.

Pass a Motion to adopt the Consent Agenda in one motion except as indicated at each item. 2 3. ALS Cardiac Monitor Lease Agreement with Zoll Medical Corporation

4. Quitclaim U.S. Highway 50 - South Lake Tahoe Safety Project Utility Easements

5. Amendment No. 1 to California Tahoe License Agreement No. 2022-0214-LT-279 Requested Action / Suggested Motions: Pass a Motion approving the June 6, 2023 City Council meeting minutes and the June 20, 2023 City Council and South Tahoe Joint Powers Financing Authority meeting minutes.

Responsible Staff Member(s): Susan Blankenship, City Clerk Item 2 - Executive Summary.pdf
06 06 2023 CC Minutes.pdf
06 20 2023 Minutes.pdf
Requested Action / Suggested Motions: Pass a Resolution Authorizing Sole Source Purchase and Execution of Lease Agreement with Zoll Medical Corporation for Six Cardiac Monitors and Amending the FY 2022-2023 Budget by Appropriating $147,000 into Emergency Medical Services Account 236 02262 46110.

CEQA Determination: This is not a "project" subject to review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15378(b)(2) (continuing administrative activities).

Responsible Staff Member(s): Jim Drennan, Fire Chief
Item 3 - Executive Summary.pdf
01-_Staff_Report_-_Zoll_Monitor_Agreement.docx
02-South Lake Tahoe Fire Dept - Q-56947 - Version 2.pdf 03-South Lake Tahoe FD ZOLL ONE Agreement Updated 5-25-2023.pdf 04-ZOLL ONE DETAILED.pdf
05-Sole Source - Zoll monitor lease.pdf
06_-_Zoll_Lease_Agreement_Resolution (3).docx
Requested Action / Suggested Motions: Pass a Resolution approving an Easement Quitclaim Deed to remove City easement rights on APN 029-161-025 as described within the Easement Quitclaim Deed and authorizing the City Manager to sign the Quitclaim Deed.

CEQA Determination: This is not a "project" subject to review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15378(b)(2) (continuing administrative activities).

Responsible Staff Member(s): Stan Hill, Engineering Manager, Emily Dougherty, Engineering Technician
Item 4 - Executive Summary.pdf
01-Staff Report - Quitclaim Deed.docx
02-Resolution_CaltransQuitclaimRequest.docx
03-Quitclaim_Deed.pdf
Requested Action / Suggested Motions: Pass a Resolution approving Amendment No. 1 to the existing California Tahoe Conservancy License Agreement No. 2022-0214-LT-279 (Tahoe Valley Stormwater and Greenbelt Improvement Project).

CEQA Determination: Project CEQA environmental permitting was completed with the Planning Commission's approval and adoption of a Mitigated Negative Declaration (MND) at the May 9, 2019, Planning Commission meeting. The Conservancy Board approved an amendment to the CEQA MND at their June 2023 Board meeting.

Responsible Staff Member(s): Stan Hill, Engineering Manager, Jason Burke, Complete Streets Program Manager
Item 5 - Executive Summary.pdf
01-Staff Report - CTC Amendment.docx
02-Project Location Map.pdf
03-Resolution_-_CTC_Amendment_No._1_to_License_Agreement.docx 04-License-Agreement_Amendment-1.pdf
05-C-044-2022 California Tahoe Conservancy License Agreement Final.pdf 3 6. Winter Storm 2023 Reconciliation Budget Appropriation

7. Ordinance - Confirmation of Termination and Rescission of Development Agreement with Perfect Union SLT, LLC (Second Reading)

8. Community Development Block Grant CV 1 Subrecipient Agreement and Scope of Work for the Boys and Girls Club of Lake Tahoe

9. Financial Policy Amendments Regarding Cell Phones, Local Training & Meeting, Procurement, Grant Funding and Compliance, Travel, and Preserving Capital Investments, and New Financial Policy - Leases and Subscription Based Information Technology Arrangements (SBITAs) Requested Action / Suggested Motions: Pass a Resolution appropriating $968,447 from General Fund Undesignated Excess Reserves Account for Reconciliation of Winter 2023 Expenditures.

CEQA Determination: The proposed action is not a "project" subject to review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15378(b)(4) (creation of government funding mechanisms or government fiscal activities which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.)
Responsible Staff Member(s): Anush Nejad, Director of Public Works Item 6 - Executive Summary.pdf
01-Staff_Report_Winter_Budget_Appropriation_Final.docx
02-Resolution-Winter_Budget_Appropriation_8.8.23_Final_V2.docx Requested Action / Suggested Motions: Pass an Ordinance Confirming Termination and Rescission of Development Agreement with Perfect Union SLT, LLC.

Responsible Staff Member(s): Heather Stroud, City Attorney Item 7 - Executive Summary.pdf
01 - Staff Report - Reaffirming Termination of DA 2nd Reading.docx 02 - Ordinance Confirming Termination and Rescission of DA.docx 03 - Exh. A to Ordinance (Mitracos v. City of Tracy).pdf 04 - Exh. B to Ordinance (Side Letter).pdf
05 - Exh. C to Ordinance (Conditional Assignment of Membership Interest).pdf 06 - Exh. D to Ordinance (Agreement of Purchase and Sale of Membership Interest).pdf 07-Proof of Publication
Requested Action / Suggested Motions: Pass a Motion authorizing and directing the Mayor to execute the Subrecipient Agreement for the Boys and Girls Club with an expenditure term until February 28th, 2024, and not to exceed amount of $87,594.00.

CEQA Determination: This is not a project under CEQA, because it does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Title 14, California Code of Regulations, Section 15378(b)(2) and 15378(b)(4) and is, therefore, not subject to CEQA pursuant to CEQA Guidelines Section 15060(c) (3).

Responsible Staff Member(s): Lydia Zuniga, Associate Management Analyst Item 8 - Executive Summary.pdf
01-Staff_Report_CDBGCV1_20230808.docx
02-CDBG-CV1_SUBAgreeBandGClub_2023final (2).pdf
03-20-CDBG-CV1-00075 Am 2-Executed (1).pdf
04-C-102-2021 Boys and Girls Club CDBG.pdf
Requested Action / Suggested Motions: Pass a Resolution amending financial policies regarding Cell Phones, Local Training & Meeting, Procurement, Grant Funding and Compliance, Travel, and Preserving Capital Investments, and adopting New Financial Policy - Leases and Subscription Based Information Technology Arrangements (SBITAs)
CEQA Determination: These policy additions and amendments are exempt from CEQA under State CEQA Guidelines Section 15061(b)(3) (Common Sense Exemption). Section 15061(b)(3) of the CEQA Guidelines states that an activity is covered by the commonsense exemption that CEQA only applies to projects that have the potential for causing a significant effect on the environment. Where 4 10. El Dorado Community Foundation Grant Acceptance

11. Professional Services Agreement with CentralSquare Technologies LLC. to provide property information and permit management software and Professional Services Agreement with HdL Companies to provide business licensing and transient occupancy tax administration software. it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA review.

Responsible Staff Member(s): Andrew Black, Financial Services Supervisor, Lori Marino, Principal Management Analyst , Olga Tikhomirova, Finance Director Item 9 - Executive Summary.pdf
01-Staff Report - Financial Policy Amendments and New Policy.docx 02-Resolution_-_Financial_Policy_Amendments_and_New_Policy.docx 03-CSLT Cell Phones Policy Redline.pdf
04-CSLT Cell Phones Policy (Exh. A to Reso).pdf
05-CSLT Local Training and Meeting Policy Redline.pdf
06-CSLT Local Training and Meeting Policy (Exh. B to Reso).pdf 07-CSLT Procurement Policy Redline.pdf
08-CSLT Procurement Policy (Exh. C to Reso).pdf
09-CSLT Grant Funding Compliance Policy Redline.pdf
10- CSLT Grant Funding Compliance Policy (Exh. D to Reso).pdf 11-CSLT Travel Policy Redline.pdf
12-CSLT Travel Policy (Exh. E to Reso).pdf
13-CSLT Preserving Capital Investments Redline.pdf
14-CSLT Preserving Capital Investments (Exh. F to Reso).pdf 15-CSLT Leases and SBITAs Policy (Exh. G to Reso).pdf
Requested Action / Suggested Motions: Pass a Resolution authorizing the City to (1) execute an Agreement for Funding with El Dorado Community Foundation to accept the Foundation's grant in the amount of $20,000, and (2) amend FY 22/23 budget and accept El Dorado Community Foundation's grant of $20,000 into the Parks Maintenance account 100-04170-36280 (Contributions and Donations) designated to sustain the Park Ranger Program.

CEQA Determination: The resolution authorizing the grant award is not a project under CEQA, because it does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Title 14, California Code of Regulations, Section 15378(b)(2) and 15378(b)(4) and is, therefore, not subject to CEQA pursuant to CEQA Guidelines Section 15060(c)(3).

Responsible Staff Member(s): John Stark, Director of Parks & Recreation Item 10 - Executive Summary.pdf
01-Staff_Report_Donation_-_El_Dorado_.docx
02-Resolution-El_Dorado_Community_Foundation_Grant_to_the_Park_Ranger_Program__2_ (1).docx
03-Grant Agreement El Dorado Community Foundation.pdf
Requested Action / Suggested Motions: Pass a resolution: (1) authorizing and directing the City Manager to execute the Software and Professional Services Agreement with CentralSquare Technologies, LLC in the amount of $279,475 including one-time implementation cost and first year annual maintenance fee of $72,600 (subject to 3% increase for year two, 4% for year three and 5% year over year thereafter) for Community Development Software Implementation for the five year initial term which will automatically renew for additional successive one year terms thereafter; (2) authorizing corresponding budget appropriations transferring a total of $279,475 from Long Term Building Permit Fees account 271-03110-50014 into Software/Hardware Capital Project account 301-70008-46122; and (3) authorizing and directing the City Manager to execute the Software and Professional Services Agreement with HdL in the amount of $76,500 for one-time implementation cost and $22,000 for first year annual subscription fee for Prime Cloud Software Implementation for twelve months initial term which will automatically renew for successive twelve months terms thereafter.
5 12. Issuance of 2023 Lease Revenue Bonds Series A for the Multigenerational Recreation and Aquatic Center Construction Financing in a Principal Amount Not to Exceed $59 Million

13. Agreement with Roebbelen Contracting, Inc. for Multi-Generational Recreation and Aquatic Center CEQA Determination: This action is not a project requiring review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15378(b)(5) (organizational or administrative activities that will not result in direct or indirect physical changes in the environment).

Responsible Staff Member(s): Hilary Roverud, Director of Development Services, Olga Tikhomirova, Director of Finance
Item 11 - Executive Summary.pdf
01-Staff_Report_-_Revenue_Software_Purchase_and_Solutions_Agreement.docx 02-Resolution-Revenue_Software_purchase.docx
03-Central_Square_Agreement.docx
04-HdL PSA and Agreement.pdf
Public Hearing - City Council and South Tahoe Joint Powers Financing Authority Requested Action / Suggested Motions: 1) Hold a Public Hearing with the respect to the proposed issuance of bonds by the South Tahoe Joint Powers Financing Authority (Authority) to assist the City with financing the construction of the Recreation Center Complex; 2) Acting as the City Council, Pass a Resolution approving the issuance of the Authority Lease Revenue Bonds, 2023 Series A, and authorizing the City`s execution and delivery of related documents and taking related actions; and, 3) Acting as the Authority, Pass a Resolution authorizing the sale, issuance and delivery of Lease Revenue Bonds, 2023 Series A, and authorizing the execution and delivery of an indenture and other documents and taking related actions.

CEQA Determination: An Initial Study/Mitigated Negative Declaration (IS/MND) under the California Environmental Quality Act (CEQA) for the 56 Acres Master Plan and Recreation Center Complex was adopted by the City Council on January 18, 2022, and the Notice of Determination was filed with the El Dorado County Clerk on January 19, 2022. The issuance of bonds for the Recreation Center Complex is within the scope of the IS/MND and no further environmental review is required under CEQA Guidelines section 15162.

Responsible Staff Member(s): Joe Irvin, City Manager and Authority Executive Director, Olga Tikhomirova, Finance Director and Authority Treasurer
Item 12 - Executive Summary.pdf
01-Staff_Report_2023_Lease_Revenue_Bonds_for_Rec_Center.docx 02-Resolution 2023 Lease Revenue Bonds Rec Center.DOCX
03-STJPFA Resolution 2023 Lease Revenue Bonds Rec Center.DOCX 04-Lease Agreement SLT 2023 Lease Revenue Bonds.DOCX
05-Sublease Agreement SLT 2023 Lease Revenue Bonds.DOCX 06-Assignment Agreement SLT 2023 Lease Revenue Bonds Rec Center.DOCX 07-Continuing Disclosure Certificate SLT 2023 LRBs.pdf
08-Preliminary Official Statement (POS) SLT 2023 LRBs.pdf 09-Bond Purchase Agreement SLT 2023 LRBs.pdf
10-Indenture SLT 2023 Lease Revenue Bonds.DOCX
11-Notice of Public Hearing Proof 2023 LRBs.pdf
12-City of SLT_Presentation 2023 Bonds.pptx
Regular-Unfinished Business
Requested Action / Suggested Motions: Pass a Resolution appropriating $71,578,652 for the MultiGenerational Recreation and Aquatic Center Project upon successful bond sale and authorizing and directing the Mayor Pro Tem to execute a construction contract with Roebbelen Contracting, Inc. in the amount of $67,851,097.00.

CEQA Determination: On January 18, 2022, City Council adopted an Initial Study/Mitigated Negative Declaration (IS/MND) for the 56 Acre Master Plan and the Multigenerational Recreation 6 14. Heavenly Valley Neighborhood Traffic and Parking Plan and Negotiations with Heavenly Resort Related to On-Street Parking Agreement

15. Supplemental Analysis of Tiered Inclusionary Housing Requirement and In-Lieu Fee and Aquatics Center (State Clearinghouse file #2021120206). This action is included within the scope of the IS/MND and no further environmental review is required under CEQA Guidelines section 15162.

Responsible Staff Member(s): Anush Nejad, Director of Public Works, John Stark, Director of Parks and Recreation
Item 13 - Executive Summary.pdf
01-Staff_Report_Rec_Center_Award_Roebbelen_Final.docx
02-Resolution-_Phase_2_Budget_Appropriation_Final_V3.docx 03 - Construction_Agreement_Roebbelen-Revised (7-31-23) Signed.pdf 04 - Roebbelen Presentation.pdf
Requested Action / Suggested Motions: Pass a Motion to 1) Hold the first reading (by title only) of an Ordinance amending South Lake Tahoe City Code, Title 4, Chapter 4.25, by adding Article IX (Chain Control Zone), and refer the second reading and adoption to the September 12, 2023 meeting; 2) Hold the first reading (by title only) of an Ordinance amending City of South Lake Tahoe City Code Section 4.25.420 to establish Angle Parking on the East Side of Ski Run Boulevard from David Lane to Regina Road and Removing Outdated Angle Parking Areas, and refer the second reading and adoption to September 12, 2023 meeting; 3) Pass a Resolution Establishing Seasonal No Parking Restrictions and Residential Parking Permit zones on Certain Streets in the Heavenly Valley Neighborhoods; 4) Pass a Resolution appropriating $200,000 from the Parking Bellamy Court Fund Available Fund Balance and Authorizing the City Manager to execute the necessary purchase orders for implementation of the No Parking and Residential Parking Permit program in Heavenly Valley Neighborhood; and 5) Provide direction to City staff to either continue negotiating with Heavenly Valley Limited Partnership for On-Street Parking related to the Heavenly Resort area or to terminate the current Agreement with Heavenly with 180-days of notice.

CEQA Determination: The project is categorically exempt from CEQA review under CEQA Guidelines section 15301(c) (Existing Facilities).

Responsible Staff Member(s): Anush Nejad, Director of Public Works, David Stevenson, Chief of Police
Item 14 - Executive Summary.pdf
01-Staff_Report_-_Heavenly_On-Street_Parking_Agreement.docx 02_-_Chain_Control_Ordinance.docx
03 - Ordinance Angle Parking
04-Ordinance Angle Parking (redline).pdf
05 - Resolution_No_Parking_Zones_Final_Revised.docx
06-Resolution_Heavenly_Valley_Funding_for_Parking_Permit_Program.docx 07-C-81-13 Heavenly 2013 Agreement
08- Presentation - Heavenly Parking
Requested Action / Suggested Motions: Pass a Motion directing staff to draft a Tiered Inclusionary Housing Requirement Ordinance for presentation and adoption by the City Council.

CEQA Determination: The recommendation in this report is not a project under CEQA, because it does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Title 14, California Code of Regulations, Sections 15378(b)(2) and 15378(b)(4) and is, therefore, not subject to CEQA pursuant to CEQA Guidelines Section 15060(c)(3).

Responsible Staff Member(s): Zach Thomas, Housing Manager Item 15 - Executive Summary.pdf
01-Staff_Report_-_Tiered_Inclusionary_Analysis.docx
02-Supplemental_Tiered_Analysis_FINAL.pdf
New Business - City Council and South Tahoe Joint Powers Parking Financing Authority 7 16. Bellamy Parking Garage Upgrade Project

17. Citizen Appointments to Commissions and Boards

18. Residential Parking Permit Program

19. Building Energy Efficiency Reach Code
Requested Action / Suggested Motions: Pass a Resolution authorizing and directing the South Tahoe Joint Powers Parking Financing Authority Chair to execute a contract with JPB Designs, Inc. for $478,300, plus 10% contingency of $47,830 for the Bellamy Parking Garage Upgrade Project and amending FY 2022/23 Parking Garage Budget, including appropriating $171,130 from the Parking Garage Fund balance.

CEQA Determination: The project is categorically exempt from CEQA review under CEQA Guidelines section 15301(c) (Existing Facilities).

Responsible Staff Member(s): Anush Nejad, Director of Public Works, Jeff Roberson, Support Lieutenant, Scott Crivelli, Detective Seargent
Item 16 - Executive Summary.pdf
01-Staff_Report_Bellamy__Parking_Garage_Award.docx
02_-_Bellamy_Parking_Garage_Agreement.docx
03-Resolution_Bellamy_Parking_Garage (3).docx
Regular-New Business
Requested Action / Suggested Motions: Interview applicants, and: 1) Pass a Motion appointing: two (2) voting members to fill vacancies (expiring 2/2024 and 2/2025) on the Arts, Culture, and Tourism Commission; 2) Pass a Motion appointing one (1) non-voting representative (if any) associated with the South Lake Tahoe Tourism Improvement District or Lake Tahoe Lodging Association (expiring 2/2024) on the Arts, Culture, and Tourism Commission; 3) Pass a Motion appointing an applicant to the Airport Land Use Commission (Expiring 2/2025); 4) Pass a Motion appointing a City Council representative to serve on the El Dorado County Community Action Council; and directing the resolicitation of applications to the fill any remaining vacancies.

CEQA Determination: This is not a "project" subject to review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15378(b)(2) (continuing administrative or maintenance activities, such as purchases for supplies) Responsible Staff Member(s): Susan Blankenship, City Clerk Item 17 - Executive Summary.pdf
01-Staff_Report_-_Citizen_Commissions_and_Boards (6).docx 02-Notice of Solicitation -ACT Rep & ALUC & Community Action.pdf 03-06 08 2023 Maddy Act List.pdf
04-Res 2023-013 City Commission-Boards- Committees.pdf
05-ACT_redacted.pdf
06-ALUC_Redacted.pdf
07-EDC CAC.pdf
Requested Action / Suggested Motions: Pass a Motion to hold the first reading of an Ordinance amending South Lake Tahoe City Code, Title 4, Chapter 4.25, Article V (Stopping, Standing and Parking) by adding Section 4.25.365 (Residential Parking Permit Program), and refer the second reading and adoption to the September 12, 2023 meeting.

CEQA Determination: This project is categorically exempt from environmental review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15301(c) (Existing Facilities) because the Ordinance addresses parking regulations on existing roadways.

Responsible Staff Member(s): Anush Nejad, Director of Public Works, David Stevenson, Chief of Police
Item 18 - Executive Summary.pdf
01-Staff_Report_RPPP_Final.docx
02 - Residential_Parking_Permit_Program_Ordinance_Final.docx 03 - RPPP.pdf
8 20. Agenda Planning Calendar
Requested Action / Suggested Motions: Pass a Motion providing direction to staff on components of the reach code, including applicable building types, desired reach code option, and exemptions, a complimentary educational program and associated budget to increase local knowledge of building energy efficiency and electrification measures, and to conduct additional economic impact analysis to determine impacts on local construction industry, real estate market and housing costs.

CEQA Determination: The action of receiving a presentation is exempt from environmental review pursuant to CEQA Guidelines §15061(b)(3). The activity is covered by the common sense exemption that CEQA applies only to projects which have the potential to cause a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

Responsible Staff Member(s): Hilary Roverud, Director of Development Services, Sara Letton, Sustainability Coordinator
Item 19 - Executive Summary.pdf
01_CCStaffReport_ReachCode_20230718.docx
02-CEC_2022_EnergyCodeUpdateSummary.pdf
03-CostEffectivenessStudies.pdf
04-PollingResults_20230723.pdf
05-PowerPoint
Agenda Planning Calendar
Requested Action / Suggested Motions: A Councilmember may request that an item be placed on a future agenda. Upon the support of one (1) additional Council Member, direction shall be given to the City Manager to calendar the item for a convenient future agenda, but no sooner than the second meeting after the request was made, and/or modify the Agenda Planning Calendar as desired.

Responsible Staff Member(s): Joseph Irvin, City Manager Item 20 - Executive Summary.pdf
APC - 08 02 2023.pdf
Updates and Announcements (City Attorney, City Clerk, City Manager) Councilmember Reports and Comments - Assignments to Boards, Committees, and Commissions
Adjournment
I, Susan Blankenship, City Clerk for the City of South Lake Tahoe, declare that the foregoing agenda for the Tuesday August 8, 2023 meeting of the City of South Lake Tahoe City Council , South Tahoe Joint Powers Parking Financing Authority and South Tahoe Joint Powers FInancing Authority Meeting was posted and available for review on Thursday, August 3, 2023 at City Hall, 1901 Lisa Maloff Way, South Lake Tahoe, CA 96150. The agenda was also available on the City website at https://www.cityofslt.us.

Signed August 3, 2023
\\sb\\
Susan Blankenship, Elected City Clerk
9 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: August 8, 2023
Agenda Item #:1
Agenda Item: City Employee Recognitions
Executive Summary: New City employees and long-serving City employees who reach the 5, 10, 15, 20, & 25 year service milestone will be recognized at each monthly meeting.

Requested Action / Suggested Motions: Five new employees will be introduced to City Council. Two employees will be recognized for reaching 20 Years-Service and two employees will be recognized for reaching 15 Year-Service.

Responsible Staff Member: Various Departments
Reviewed and Approved By: Susan Blankenship, City Clerk Ember Buckman, Human Resources Manager
Attachments:
01-Staff Report Employee Service 08 08 2023.docx
10 1
City of South Lake Tahoe
Report to City Council
Meeting Date: August 8, 2023
Title: City Employee Recognition
Location: Citywide
Responsible Staff Member: Various Department Directors
Background: As part of the City’s Employee Recognition Program, employees who have reached five, ten, fifteen, twenty and twenty-five years of service are recognized for their achievements and contributions to the City.

New Regular City Employees:

Fire Department
Nicholas Steffen – Firefighter/Paramedic
Development Services
Jeremy Harrison - Building Official
Police Department
Joseph Chaisson - Police Trainee
Myles Galdi – Community Service Officer
Heidi Wilson - Parking Ambassador
Emma Morena, Public Safety Dispatcher
Service Awards

Information Technology
Sebastian Knapp – 15 Years
Police Department

Jeff Roberson – 20 Years
Melissa Dube – 15 Years

Public Works

Gildardo Navarro – 20 Years

11 2
Council Agenda Report August 8, 2023 Page 1 of 1
12 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: August 8, 2023
Agenda Item #:2
Agenda Item: City Council Meeting Minutes
Executive Summary: City Council is asked to formally approve the June 6, 2023, and June 20, 2023 City Council meeting minutes.

Requested Action / Suggested Motions: Pass a Motion approving the June 6, 2023 City Council meeting minutes and the June 20, 2023 City Council and South Tahoe Joint Powers Financing Authority meeting minutes.

Responsible Staff Member: Susan Blankenship, City Clerk Attachments:
06 06 2023 CC Minutes.pdf
06 20 2023 Minutes.pdf
13 1
City of South Lake Tahoe
City Council
Meeting Minutes
Tuesday, June 06, 2023 at 9:00 AM
City Hall - Council Chambers - 1901 Lisa Maloff Way, South Lake Tahoe City Council
Cristi Creegan, Mayor
Cody Bass, Mayor Pro Tem
John Friedrich, Councilmember
Tamara Wallace, Councilmember
Scott Robbins, Councilmember
Mission of the City Council
The City was established to provide essential,
outstanding and cost-effective services that
enhance environmental sustainability, economic
vitality and the quality of life for our residents,
businesses and guests.

NOTE: The Meeting Minutes represent actions taken during the meeting of the City Council. Complete Council members discussions on Regular Session meeting items can be viewed in archived video recordings on the City’s website at http://www.cityofslt.us Public submittals on items are retained in the administrative record and can be viewed in the City Clerk’s repository at http://www.cityofslt.us
Call to Order/Pledge of Allegiance
At 9:05 a.m. Mayor Creegan called the meeting to order. Creegan then led the pledge of allegiance to the flag.

Roll Call
Present were Mayor Creegan, Mayor Pro Tem Bass, Councilmembers Friedrich, Robbins and Wallace.

Also present were City Manager Irvin, City Attorney Stroud and City Clerk Blankenship.

Closed Session Report – 06 06 2023
Conference with Labor Negotiator – Government Code section 54957.6(a) Action: No reportable action.

Proclamations

1. Proclamation Recognizing June 2023 as "Pride Month"
Action: Issued a Proclamation to Lake Tahoe Pride recognizing June 2023 as "Pride Month".

2. Proclamation Recognizing June 2023 as "Lake Tahoe Bike Month" Action: Issued a Proclamation to the Tahoe Bicycle Coalition recognizing June 2023 as "Lake Tahoe Bike Month".

3. Proclamation Recognizing June 15-18, 2023 as "El Dorado County Fair Week" Action: Issued a Proclamation to El Dorado County recognizing June 15-18, 2023, as "El Dorado County Fair Week".
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City Employee Recognition

4. City Employee Recognitions
Action: William Livingston, Police Department, Karla Aguirre, Human Resources and John Stark, Parks and Recreation were introduced to City Council.

Public Communications
Public Comment was heard from the following people:

1. Mary McCall – Bijou Golf Course, National Environmental Day

2. Hayli Nicole - Lake Tahoe Pride, Pride crosswalk and Proclamation

3. Stephanie Kao - Lake Tahoe Pride, Pride crosswalk and Proclamation

4. Stacey Ballard - wheelchair access in parks and beaches

5. Angie Reagan – community for all, access for all
City Commission and Student Advisory Reports

1. Noosa Higgins, Student Advisory – Debate Club update, community wide job fair proposal Consent Agenda
Action: Moved/Seconded: Wallace/Friedrich
Yes: Bass, Creegan, Friedrich, Robbins and Wallace
Action: Passed Consent Agenda with noted edit to May 2 minutes.

5. City Council Meeting Minutes
Action: Passed Motion 2023-043 approving the May 2, 2023 and May 16, 2023 City Council meeting minutes with noted edits to May 2 minutes
Public Comment was heard from the following person:

1. David Gregorich – correction to May 2 minutes, Item 6 removing him as a commenter. The minutes will reflect Bruce Grego as the commenter.

6. Investment Portfolio Report - March 31, 2023
Action: Received and filed.

7. Fiscal Year 2022-23 Quarterly Financial Status Report - Quarter Ending March 2023 Action: Received and filed.

8. School Resource Officer Agreement with Lake Tahoe Unified School District Action: Passed Resolution 2023-047 approving Memorandum of Agreement C-080-2023 between the City of South Lake Tahoe and the Lake Tahoe Unified School District (LTUSD) regarding the operation of the School Resource Officer (SRO) for the 2023-2024 School Year and approve budget for reimbursement from LTUSD to the City in the amount up to $68,212.00.

9. Memorandum of Understanding with the Lake Valley Fire Protection District Regarding Fuels Reduction Work
Action: Passed Motion 2023-044 authorizing and directing the Mayor to execute Memorandum of Understanding C-081-2023 with the Lake Valley Fire Protection District to focus on increasing the capacity of fuels reduction work within the South Shore division of the Tahoe Fire and Fuels Team.

10. Senate Bill 1 Road Maintenance and Rehabilitation Account Project List for Fiscal Year 2023-2024
Action: Passed Resolution 2023-048 adopting a list of projects for Fiscal Year 2023-2024 funded by S.B. 1, The Road Repair and Accountability Act of 2017. 15 3
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11. Agreement with California Department of Transportation for Pedestrian Light Maintenance for the US 50 Safety Project
Action: Passed Motion 2022-045 authorizing and directing the Mayor to execute Maintenance Agreement C-082-2023 with the California Department of Transportation (Caltrans) for the Decorative Pedestrian Light Maintenance as a part of the US 50 Safety Project.

12. Appropriation of $100,000 from Airport Available Fund Balance for Airport Maintenance needs due to Winter Conditions
Action: Passed Resolution 2023-049 authorizing the Finance Director to appropriate $100,000.00 dollars into the airport expenditures.

13. Amendment to Agreement with BAE Urban Economics to prepare a Feasibility Study for Local Funding Source for Housing Initiatives
Action: Passed Motion 2023-048 authorizing and directing the Mayor to execute Amendment No. 1 C-083-2023 to the Professional Services Agreement with BAE Urban Economics for an additional amount of $38,358 and new total not to exceed amount of $164,580, to conduct enhanced analysis of inclusionary housing and commercial linkage fee policies.

14. Electric Vehicle Charging Station Ordinance Amending City Code Section 6.15.160 (Second Reading)
Action: Passed Ordinance 2023-1173 amending South Lake Tahoe City Code Section 6.15.160 to codify procedures for expediting permitting processing for electric vehicle charging systems.

Public Hearing

15. Annual Public Hearing for Continued Snow Removal Equipment Purchase Funded Through the Existing County Service Area No. 3 Parcel Assessment Action: Moved/Seconded: Bass/Wallace
Yes: Bass, Creegan, Friedrich, Robbins and Wallace
Action: Passed Motion 2023-049 directing the City Clerk to prepare and submit a Minute Order, including public comment regarding the current $20 parcel assessment for snow removal equipment, to the El Dorado County Board of Supervisors. City Council provided direction to staff to bring back a future agenda item providing information on a potential ballot measure increasing parcel assessment fee consistent with inflation.

Public Comment was heard from the following person:

1. Ed Mosur
Regular-Unfinished Business

16. Ordinance - Repeal of South Lake Tahoe City Code Section 6.10.450 (Temporary Arts and Craft Shows) (First Reading)
Action: Moved/Seconded: Bass/Robbins
Yes: Bass, Creegan, Friedrich, Robbins and Wallace
Action: Passed Motion 2023-050 to hold first reading (by title only) of an Ordinance repealing the South Lake Tahoe City Code Section 6.10.450 and refer second reading and adoption to the June 20, 2023 meeting.
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17. Tourist Core Area Plan: 2023 Amendments
Note: Mayor Pro Tem Bass and Councilmember Robbins recused themselves from this item due to property interest in the area and left the meeting.

Action: Received presentation. Council directed staff to move forward on the amendments to the Tourist Core Area Plan, as presented in the staff report, excluding the Montreal re-zone private application submittal.

Public Comment was heard from the following people:

1. Seth Dallop

2. Mary McCall

3. Ed Mosur

4. Michael Wishmeyer *written material distributed

5. Stacey Ballard
Regular-New Business

18. City of South Lake Tahoe Annexation Fiscal Impact Analysis Results Action: Moved/Seconded: Wallace/Friedrich
Yes: Bass, Creegan, Friedrich, Robbins and Wallace
Action: Passed Motion 2023-046 directing staff to pursue annexation options; 1) Heavenly / California Base Lodge with flexibility to include Forest Service parcels if needed; and 2) Cleanup parcels within City limit; providing the two scenarios run parallel and one is not contingent on the other.

The following people addressed the Council:

1. Kuda Weksete, Managing Director, David Taussig and Associates

2. Jerry Wen, Senior Vice President, David Taussig and Associates Public Comment was heard from the following people:

3. Ed Mosur

4. Alan Masters

5. Mike Keck

19. Heavenly Neighborhood Traffic and Parking Management Plan Note: City Manager Irvin recused himself from this item due to residence in the area and left the room.

Action: Moved/Seconded: Friedrich/Bass
Yes: Bass, Creegan, Friedrich, Robbins and Wallace
Action: Passed Motion 2023-047 providing direction to the Director of Public Works to pursue all short, medium and long-term items in staff report; to begin implementing increasing maximum fines for parking up to $300; move as quickly as possible on a parking permit program for residents; and, strongly encouraging Heavenly/Vail to provide shuttle service using all revenues from parking fees to fund this service as a short term item.

Public Comment was heard from the following people:

1. Allen Masters

2. Ed Lippi

3. Morrie Hansen

4. Ed Mosur

5. Mike Keck

6. Oliver Star

7. Sarah

8. Rob Hyman
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20. Regan Beach Parking and Noise Enforcement
Action: Moved/Seconded: Robbins/Friedrich
Yes: Bass, Creegan, Friedrich, Robbins and Wallace
Action: Passed Resolution 2023-050 establishing a "No Parking Zone" at the Regan Beach Parking Lot between 10:00 p.m. and 6:00 a.m. and authorizing the Police Department to enforce the No Parking Zone and City's Noise Ordinance between 10:00 p.m. and 6:00 a.m. City Council provided direction to staff to change the closing time at Regan Beach between May and September to 9:30 p.m.

Public Comment was heard from the following people:

1. David Gregorich, Parks and Recreation Commission

21. Policy Regarding Disposition of Tahoe Regional Planning Agency (TRPA) Development Commodities Owned by the City of South Lake Tahoe
Substitute Motion: Revising 3(D)(iv) to read as follows: “Seventy (70) City banked Tourist Accommodation Units are set aside and may only be used as conversion to Residential Units of Use and sold at no cost for the construction of new Accessory Dwelling Units or the construction of new multi-family rental units (2 or more units) projects.” Action: Moved/Seconded: Bass/Friedrich
Yes: Bass, Creegan, Friedrich, Robbins and Wallace
Action: Passed Resolution 2023-051 adopting Policy Regarding Disposition of Tahoe Regional Planning Agency (TRPA) Development Commodities owned by the City of South Lake Tahoe (Replaces Resolution 2022-051) as amended.

22. City of South Lake Tahoe Residential Allocation Procedures Action: Moved/Seconded: Friedrich/Wallace
Yes: Bass, Creegan, Friedrich, Robbins and Wallace
Action: Passed Resolution 2023-052 approving revised Residential Allocation Procedures and Resolution 2023-065 amending the Master fee Schedule.

23. Status Update on Security for Collection of Tax for Transient Lodging Action: Moved/Seconded: Bass/Wallace
Yes: Bass, Creegan, Friedrich, Robbins and Wallace
Action: Passed Motion 2023-051 to make no change to the current City Code and processes with the exception to allow longer payment plans while staff continue to work on alternatives and bring back a report in a few months on other options.

Public Comment was heard from the following people:

1. Bruce Grego

2. Duane Wallace, Tahoe Chamber of Commerce *written comment also received Written Comment was received from the following person:

3. Jennifer Cewinski, Americana and Stardust Vacation Clubs

24. Travel Authorization – League of California Cities Annual Conference, Sacramento Action: Moved/Seconded: Wallace/Friedrich
Yes: Bass, Creegan, Friedrich, Robbins and Wallace
Action: Passed Motion 2023-052 authorizing travel and associated expenses for Council Member Robbins and Mayor Pro Tem Bass to attend the League Annual Conference (September 20-22) and selecting Mayor Pro Tem Bass as Voting Delegate.

Note: Mayor Creegan recused herself from Item 25 due to real property interest in the area and left the meeting. Mayor Pro Tem Bass presided for the remainder of the meeting. 18 6
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25. Red, White and Blue Crosswalk to Celebrate Independence Day Action: Moved/Seconded: Wallace/Friedrich
Yes: Bass, Friedrich, Robbins and Wallace
Absent (recused): Creegan
Action: Passed Motion 2023-053 directing the Public Works Director to paint a red, white and blue crosswalk on the bike path for the 4th of July, Independence Day, at Lakeview Commons Area for 2023-24 using perpendicular design, option 1.

Public Comment was heard from the following person:

1. David Gregorich
Agenda Planning Calendar

26. Agenda Planning Calendar
Action: Received and Filed.

Updates and Announcements (City Attorney, City Clerk, City Manager) City Clerk Blankenship:

1. Proclamation request from Lake Tahoe Community College recognizing 30th Anniversary Spanish Summer Institute Program (Council consensus)

2. Proclamation request from South Tahoe Middle School recognizing 30th Anniversary of the “Club Live” program (Council Consensus)

3. Commission solicitations
City Manager Irvin:

1. Upcoming Budget presentation for August 22, 2023 meeting

2. Upcoming Lake Tahoe High School Art Exhibit in the City Hall lobby Councilmember Reports and Comments - Assignments to Boards, Committees, and Commissions Councilmember Wallace:

1. Attended Mental Health Open House

2. Attended Transit Subcommittee meeting

3. Attended Police Department Awards night

4. Attended LAFCO meeting

5. Attended 70 Years of Tahoe Trout Farm event

6. Thank you to John Thiel of South Tahoe Public Utility District for years of service Councilmember Robbins:

1. Discussion regarding Commercial Airbnb’s requirement for Tourist Accommodation Units (Bass second)
Councilmember Bass:

1. Attended Transit Subcommittee meeting

2. Upcoming Tahoe Transportation District meeting

3. Upcoming Lake Tahoe Visitors Authority meeting

Adjournment
At 4:48 p.m. Mayor Pro Tem Bass adjourned the meeting.
_____________________ _______________
Cody Bass, Mayor Pro Tem Date
Attest:
______________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
19 1
City of South Lake Tahoe
City Council and South Tahoe Redevelopment Successor
Agency
Meeting Minutes
Tuesday, June 20, 2023 at 5:30 PM
City Hall - Council Chambers - 1901 Lisa Maloff Way, South Lake Tahoe City Council
Cristi Creegan, Mayor
Cody Bass, Mayor Pro Tem
John Friedrich, Councilmember
Tamara Wallace, Councilmember
Scott Robbins, Councilmember
Mission of the City Council
The City was established to provide essential,
outstanding and cost-effective services that
enhance environmental sustainability, economic
vitality and the quality of life for our residents,
businesses and guests.

NOTE: The Meeting Minutes represent actions taken during the meeting of the City Council. Complete Council members discussions on Regular Session meeting items can be viewed in archived video recordings on the City’s website at http://www.cityofslt.us Public submittals on items are retained in the administrative record and can be viewed in the City Clerk’s repository at http://www.cityofslt.us
Call to Order/Pledge of Allegiance
At 5:33 p.m. Mayor Creegan called the meeting to order. Creegan then led the pledge of allegiance to the flag.

Roll Call
Present were Mayor Creegan, Mayor Pro Tem Bass, Councilmembers Friedrich, Robbins and Wallace.

Also present were City Manager Irvin, City Attorney Stroud and City Clerk Blankenship.

Closed Session Report 06 20 2023
Conference with Labor Negotiator – Government Code section 54957.6(a) Action: No reportable action
Proclamation

1. Proclamation Recognizing the 30th Anniversary of the Intensive Spanish Summer Institute Program
Action: Issued a Proclamation to the Lake Tahoe Community College recognizing the 30th Anniversary of the Intensive Spanish Summer Institute Program.

Public Communications

1. Bruce Fritz – neighbor dispute

2. Jennifer Drennen – accessibility for the disabled and inclusive playground, recreation center

3. Bobby Gonzalez – governance

4. Angie Regan – community for all, equitable access, inclusion

5. Nick Speal – cycle safety, sand in bike lanes

6. Stacey Ballard - accessibility for the disabled, equitable access 20 2
06 20 2023 CC minutes
City Commission Reports

1. Peter Fink, Parks, and Recreation Commission – More staff for road maintenance, enforcement of rules of the road, skate park recreation, Master Plan Presentations
Note: Mayor Pro Tem Bass recused himself from this item due to a financial interest in the industry and left the meeting.

2. 2022 Cannabis Revenues Grant Program Project Successes Action: Received and filed.

The following people addressed City Council:

1. Theresa Papandrea, Tahoe Alliance for Safe Kids (TASK)

2. Rose Marie Ottman, Soroptimist

3. Lisa Huard, The Drug Store Project (*written material distributed)

4. Cary Brown, South Tahoe Sober Grad Night Task Force

5. Paula Peterson, Lake Tahoe Historical Society

6. Cali Fraser, Gateway Mountain Center

7. Alan Reeder, Lake Tahoe Unified School District

8. Cheyanne Lane, Tahoe Youth and Family Services

9. Kira Smith, Lake Tahoe Bicycle Coalition

10. Karen Houser, Encompass Youth
Sara Letton, City sustainability Coordinator, presented for the following:

11. Tamba

12. South Lake Tahoe Family Resource Center

13. Tahoe Coalition for the Homeless

14. Tahoe Art League
Consent Agenda
Note: City Attorney Stroud noted a typo in the title of Item 9.

Note: Mayor Creegan recused herself from Item 6 due to real property interest in the area Note: Councilmember Robbins recused himself from Item 8 due to a real property interest in the area.

Action: Moved/Seconded: Wallace/Friedrich
Yes: Bass, Creegan, Friedrich, Robbins and Wallace
Action: Passed Consent Agenda with noted recusals and corrections.

3. Repeal of South Lake Tahoe City Code Section 6.10.450 (Temporary Arts and Craft Shows) (Second Reading)
Action: Passed Ordinance 2023-1174 repealing South Lake Tahoe City Code Section 6.10.450 (Temporary Arts and Craft Shows)

4. Agreement with West Coast Paving, Inc. for Pothole Repair Phase III in an Amount Not to Exceed $466,666.20
Action: Passed Motion 2023-054 authorizing and directing the Mayor to execute C-094-2023 with West Coast Paving, Inc. for $444,444, and 5% contingency of $22,222.20 for pothole repair on Johnson Blvd, Park Avenue, Pine Blvd, 10th Street, and Saddle Road.

5. Agreement with Doug Veerkamp General Engineering, Inc. for 2023 Annual Road Rehabilitation Project in an Amount Not to Exceed $3,374.220.30 Action: Passed Motion 2023-055 authorizing and directing the Mayor to execute C-095-2023 with Doug Veerkamp General Engineering, Inc. for $3,067,473, and 10% contingency of $306,747.30 for 2023 road rehabilitation projects.
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6. Amendment No. 1 to Supercharger Lease Agreement with Tesla for 12 Parking Spaces on City Lot
Action: Passed Motion 2023-056 authorizing and directing the Mayor Pro Tem to execute C-096-2023 Amendment No. 1 to Agreement with Tesla, correcting a typo of the property address number in the contract language.

7. Amendment No. 1 to Subrecipient Agreement with Tahoe Coalition for the Homeless for Community Development Block Grant Program Coronavirus Response Round 2/3 funding for Bears Den Inn Rehabilitation
Action: Passed Motion 2023-057 authorizing and directing the Mayor to execute C-097-2023 Amendment No. 1 to Subrecipient Agreement between City of South Lake Tahoe and Tahoe Coalition for the Homeless for 2020 Community Development Block Grant Program – Coronavirus Response Round 2 & 3 authorized by Resolution 2022-003, extending the term of performance to October 1, 2024.

8. Direct Charge for Mello-Roos Special Tax for Community Facilities District No. 1995-1 for Fiscal Year 2023-2024
Action: Passed Resolution 2023-054 authorizing certification of direct charge for Mello-Roos Special Tax for Community Facilities District No. 1995-1 for Fiscal Year 2023-2024.

9. Land Coverage Loan Agreement for Sugar Pine Village Phase 2A for $995,513 Note: City Attorney Stroud noted a typo in the Resolution title which sould read Phase 3 Housing Partners, not 2A.

Action: Passed Resolution 2023-055 authorizing and directing the Mayor to execute a land coverage loan agreement with Sugar Pine Phase 3 Housing Partners, LP to purchase coverage banked at the Airport for the construction of Phase 2A of the Sugar Pine Village affordable housing project.

10. 11.

Budget Appropriation of $5,000,000 of Permanent Local Housing Allocation (PLHA) Grant Funds and Loan Agreement for $4,750,000 with Sugar Pine Phase 3 Housing Partners, LP for Sugar Pine Village Phase 2A
Action: Passed Resolution 2023-056 authorizing budget appropriation of Permanent Local Housing Allocation Non-Entitlement Local Government Competitive Component funds for construction of the Sugar Pine Village Affordable Housing Project and authorizing and directing the Mayor to execute the loan agreement with Sugar Pine Phase 3 Housing Partners, LP.

Sugar Pine Village Phase 2A Funding
Action: (1) Passed Motion 2023-058 authorizing and directing the Mayor to execute the Affordable Housing and Sustainable Communities (AHSC) and California Housing Accelerator Program (CHAP) co-applicant agreement with Related Companies of California, LLC; (2) Passed Resolution 2023-057authorizing the City to be a signatory to the Standard Agreement associated with CHAP funds in the amount of $23,888,864; and (3) Passed Resolution 2023-058 authorizing the creation of the associated CIP projects and budget amendments necessary to appropriate $6,522,543 associated with the AHSC grant.

12. Purchase of Four Police Patrol Vehicles from Michael Hohl Chevrolet with Related Equipment for an Amount Not to Exceed $422,310.18.

Action: Passed Resolution 2023-059 authorizing purchase of four police patrol vehicles from Michael Hohl Subaru with related equipment for an amount not to exceed $422,310.18. 22 4
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13. Agreement with West Coast Paving Inc. for Hangar Taxi lanes and Delta Taxiway Replacement in an Amount Not to Exceed $924,000
Action: (1) Passed Motion 2023-059 authorizing and directing the Mayor to execute C-101-2023 with West Coast Paving Inc. to reconstruct the Taxi lanes and Delta Taxiway near the hangars at the Airport in an amount not to exceed $924,000.00; (2) Passed Resolution 2023-060 reallocating and appropriating additional funding in the total amount of $227,980 for the project.

Written Comment was received from the following person:

1. Seth Dallob
Consent Agenda - South Tahoe Redevelopment Successor Agency

14. Annual Special Tax for Community Facilities District 2001-1 Series 2015 Special Tax Refunding Bonds for Fiscal Year 2023-2024
Action: Moved/Seconded: Wallace/Bass
Yes: Bass, Creegan, Friedrich, Robbins and Wallace
Action: Acting as the South Tahoe Redevelopment Successor Agency, Passed STRSA Resolution 2023-002 Establishing the Annual Special Tax for Community Facilities District 2001-1 (Park Avenue Project) Series 2015 Special Tax Refunding Bonds (Heavenly Village) for Fiscal Year 2023-2024.

Public Hearing

15. Public Hearing for California Department of Transportation's Proposed Speed Limit Increase on Sections of US 50, US 89, and US 50/89
Action: Moved/Seconded: Wallace/Friedrich
Yes: Bass, Creegan, Friedrich, Robbins and Wallace
Action: Passed Resolution 2023-061 opposing California Department of Transportation's (Caltrans) proposed speed limit increase on sections of US 50, US 89, and US 50/89 and directing the City Clerk to prepare and submit the Resolution and Minute Order of the public hearing to Caltrans.

Public Comment was heard from the following people:

1. Brennan Touryan, Lake Tahoe Pizza Company 18. Melissa Soderston

2. Duane Wallace, South Tahoe Chamber 19. Carrie Bolger, Al Tahoe HOA

3. Gant Miller Family 20. Amelia Richmond

4. Kristine Koran, TAMBA 21 Nick Speal

5. Steven Loan 22. Steve Nelson, Caltrans

6. Rab Bird 23. Fabian Hannemann

7. Amanda Milici, Lake Tahoe Bike Coalition 24. Steve Teshara, Tahoe Chamber

8. Leona Allen 25. Lauren Scott

9. Tugi Silt 26. Barbara Beard

10. Lauri Kemper

11. Theresa Bertrand

12. Margy Kovarik-Maxhimer

13. Peter Fink, Bicycle Advisory Committee

14. Russell Dollar, Community Mobility Group

15. Marlin Charnotj

16. John Ruiz

17. Michelle Glickert, Tahoe Regional Planning Agency
23 Public Hearing (continued)

Written Comment was received from the following people:

1. Staff Distribution

2. Kevin Ahlborn

3. Jenny Butterfass

4. Russ Dahler

5. Jb721 hazel *2 comments

6. Steve Lannoy

7. Cathy Meyer

8. Bill O’Dea

9. Lisa Terrell

10. Marta Tuznik

11. Cheryl Wakefield

12. William

13. Lois Yuzbick

14. Marc Alper

15. Carol Beahan

16. Aria Benham

17. K. Brosch

18. Felix Brosch

19. Mike Campbell

20. Vicky Chaucer

21. Daniel Dickert

22. Michael Habicht

23. Joshua Hutchens

24. Jessica Lazzarino

25. Victor Lyon

26. @mms.att.net

27. Janet Moughler

28. Margo Osti

29. Kathy Pappis

30. Marianne Poohachoff

31. Joel Rosenfield

32. Lisa Schafer

33. @att.net

34. Lisa S

35. Dawn Shreve

36. Michele Sterling

37. Vee

38. Kathryn Vincent

39. Lake Tahoe Bicycle Coalition

40. Tyler Alves

41. Peter Fink, Bicycle Advisory
Committee

42. Kathleen BIndl

43. Jordon Bluestein

44. Karen Borges

45. Mary Bryden

46. Dan Cockrum

47. Michelle Douglas

48. Evan Goldin

49. Sherry Hao

50. Janice Hunt

51. Collin Huston

52. David Jinkens

53. Gregg Kendall

54. Kathleen Keough

55. Kathy Kohberger

56. Nichole Ladd

57. Jayme Miller

58. Lisa O’Daly

59. Victoria Ortiz

60. Kevin Rennie

61. Tina Retzer

62. John Ruiz

63. Thomas Schaefer *2 comments

64. Barbara Beard

65. Lauren Scott

66. Julie Regan

67. Bonnie Turnbull

68. Doug Vacek

69. Robert Velasquez

70. Alan Di Vittorio

71. Kyle Aster

72. Deborah Beane

73. M & M Bird

74. Rebecca Bryson

75. Lauretta Ross

76. City Manager Communication

77. Eric Bonner

78. Olivia Carta

79. Denise Downie

80. Kristen Fenech

81. Fred Fabre

82. Sue Quinn

83. Steve Scott

84. Denise Upton
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16. South Tahoe Refuse Delinquent Fees Report
Note: Staff noted a correction to the regular scheduled Planning Commission public hearing date on the Staff Report and Resolution from May 16, 2023 to May 11, 2023.

Staff also noted that there will be an updated Final Delinquent Fees report which will be attached to the Resolution.

Action: Moved/Seconded: Friedrich/Wallace
Yes: Bass, Creegan, Friedrich, Robbins and Wallace
Action: Passed Resolution 2023-062 confirming the Final Delinquent Fees Report and directing the Finance Department to send a certified copy of the Report to the El Dorado County AuditorController to add the delinquent amounts to the county property tax rolls for collection.

17. Confirmation of Termination and Rescission of Development Agreement with Perfect Union

SLT, LLC
Note: Mayor Creegan recused herself from this item due to property interest in the area and left the meeting. Mayor Pro Tem Bass recused himself from this item due to a financial interest in the industry and left the meeting.

Note: Councilmember Wallace presided over this item.

Action: Moved/Seconded: Friedrich/Robbins
Yes: Friedrich, Robbins and Wallace
Absent (recused): Bass and Creegan
Action: Passed Motion 2023-060 to hold a first reading (by title only) of an Ordinance Confirming Termination and Rescission of the Development Agreement with Perfect Union SLT, LLC, and refer second reading and adoption to August 8, 2023.

Regular-New Business

18. 2023 Cannabis Revenues Grant Program Recommendations for Awards of 15 Project Totaling $408,625
Note: Mayor Pro Tem Bass recused himself from this item due to a financial interest in the industry and left the meeting. Councilmember Friedrich recused himself from this item due to family involvement with the project and left the meeting.

Action: Moved/Seconded: Robbins/Wallace
Yes: Creegan, Robbins and Wallace
Absent (recused): Bass and Friedrich
Action: (1) Passed Motion 2023-061 approving the 15 projects recommended by the grant application review committee; and (2) Passed Resolution 2023-063 appropriating an additional $3,987 into the Cannabis Revenues Grant Program.

19. Authorization of Overlap for the Assistant City Clerk Position for Training Purposes and Budget Allocation of $18,308
Action: Moved/Seconded: Wallace/Bass
Yes: Bass, Creegan, Friedrich, Robbins and Wallace
Action: Passed Resolution 2023-064 authorizing budget allocation of $18,308 from General Fund Undesignated Excess Reserves into the City Clerk Payroll Account and approving an overlap in the Assistant City Clerk position beginning August 1, 2023, until the incumbent Assistant City Clerk's retirement in October.

Agenda Planning Calendar

20. Agenda Planning Calendar
Action: Received and filed.
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Updates and Announcements (City Attorney, City Clerk, City Manager) City Clerk Blankenship:

1. Arts, Culture and Tourism Commission solicitation for 2 positions City Attorney Stroud:

1. Measure T Update

2. Special Closed Session meeting scheduled for next week regarding Qualified Vacation Rentals
City Manager Irvin:

1. Upcoming Champions Plaza Induction Ceremony

2. Upcoming Commission on Aging presentation

3. Upcoming South Shore Transit Subcommittee meeting

4. American Disability Act and Accessibility

5. Will address sand on road shoulder

6. Resignation of Lynsey Baker, Assistant City Manager
Councilmember Reports and Comments - Assignments to Boards, Committees, and Commissions Councilmember Robbins:

1. Charter City Sub Committee meeting

2. California Minimum wage discussion (Friedrich second) Mayor Pro Tem Bass:

1. Charter City Sub Committee meeting
Councilmember Wallace:

1. ADA support

2. Conservancy Board meeting - Tahoe Greenbelt

3. Transit Subcommittee meeting
Councilmember Friedrich:

1. Thank you for public participation.

2. July 4th parade attendance

3. Upcoming Tahoe Regional Planning Agency meeting

4. Congratulations to graduates
Mayor Creegan:

1. Annual Dump Day attendance
Adjournment
At 9:06 p.m. Mayor Creegan adjourned the meeting.
__________________________ _______________
Cristi Creegan, Mayor Date
Attest:
______________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
26 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: August 8, 2023
Agenda Item #:3
Agenda Item: ALS Cardiac Monitor Lease Agreement with Zoll Medical Corporation Executive Summary: The Fire Department is seeking to replace our current Lifepak Cardiac Monitors. We would like to enter into a 10 year lease agreement with Zoll Medical Corporation which would guarantee pricing and provide full warranty and service over the course of the lease.

Requested Action / Suggested Motions: Pass a Resolution Authorizing Sole Source Purchase and Execution of Lease Agreement with Zoll Medical Corporation for Six Cardiac Monitors and Amending the FY 2022-2023 Budget by Appropriating $147,000 into Emergency Medical Services Account 236 02262 46110.

Responsible Staff Member: Jim Drennan, Fire Chief
Reviewed and Approved By: Susan Blankenship, City Clerl Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney
Attachments:
01-_Staff_Report_-_Zoll_Monitor_Agreement.docx
02-South Lake Tahoe Fire Dept - Q-56947 - Version 2.pdf 03-South Lake Tahoe FD ZOLL ONE Agreement Updated 5-25-2023.pdf 04-ZOLL ONE DETAILED.pdf
05-Sole Source - Zoll monitor lease.pdf
06_-_Zoll_Lease_Agreement_Resolution (3).docx
27 Council Agenda Report August 8, 2023 Page 1 of 1
City of South Lake Tahoe
Report to City Council
Meeting Date: August 8, 2023
Title: ALS Cardiac Monitor Lease Agreement with Zoll Medical Corporation Location: Fire Department
Responsible Staff Member: Jim Drennan, Fire Chief (530) 542-6152 Background: South Lake Tahoe Fire Rescue operates as an all-risk fire department. We staff the department with county accredited firefighter/paramedics capable of Advanced Life Support patient care.

We have provided ALS care to the residents and visitors of South Lake Tahoe since 2001. Cardiac monitors are one of the many tools carried in each fire engine, the ladder truck, and the rescue boat with one kept in reserve as a back-up if one of the others is down for repair or is damaged. The lifespan of a cardiac monitor is typically 5 years. Our current fleet of 6 cardiac monitors is up for replacement.

Issue and Discussion: SLTFR currently uses Lifepak cardiac monitors. We are the only department using this brand and style in the area. In fact, all neighboring agencies and Barton Hospital use Zoll ALS cardiac monitors. We intend to switch brands so that our equipment is consistent and compatible with our neighbors. This allows for better patient care and interoperability.

When considering the purchase or lease of high dollar equipment such as cardiac monitors we took several criteria into account. By purchasing the equipment, we would then expect to replace the equipment again in approximately 5 years. The current bid for purchase of 6 Zoll Cardiac Monitors was $242,368.91. With the unknowns of inflation, it is expected that we would be paying at least 10-20 percent more in 5 years with an unknown trade in value to offset. By leasing the equipment over ten years we realize some very important benefits. First, with a 10-year option we would have two cycles of cardiac monitor equipment. In 4-5 years, we can elect to receive all new equipment. Every item quoted would be replaced with the newest version.

Second, all service is included with guaranteed support. The value of having warranty and service covered for 10 years is substantial. We are requesting approval to authorize the Fire Chief to enter into a 10-year lease agreement with Zoll Medical Corporation.

Financial Implications: The Fire Department is asking for budget appropriation from EMS fund 236 in the amount of $100,000 in fiscal year 22/23 with an annual lease payment of $43,558 plus sales tax of $3,811.33. EMS fund 236 has a current fund balance of $168K. The attached resolution shows appropriation of $147K into account 236 02262 46110 for fiscal year 22/23. Attached to this report is the full lease agreement with Zoll as well as some specific information on the warranty and services included.

Environmental Considerations: This is not a “project” subject to review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15378(b)(2) (continuing administrative activities).

Policy Implications: The lease agreement for Zoll Medical Corporation Cardiac Monitors is in line with City Council Strategic Priority 5.1 “Public Safety” by ensuring that adequate funding is provided for exceptional service to our community.
28 Quote No: Q-56947 Version: 2

ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824-4105
Federal ID# 04-2711626
Phone: (800) 348-9011
Fax: (978) 421-0015
Email: [email protected]
South Lake Tahoe Fire Dept
2101 Lake Tahoe Blvd
South Lake Tahoe, CA 96150
Jim Drennan
(530) 542-6161
Issued Date: June 26, 2023
Expiration Date: August 30, 2023
Prepared by: Kimberly Tanner
Senior Account Executive
[email protected]
ZOLL Medical is pleased to offer South Lake Tahoe Fire Dept the following special ZOLL ONE Program for the devices, accessories, software, and warranty options included in the table listed at the end of this quote.

ZOLL One Program Summary
Structure ZOLL One
Down Payment Amount $100,000.00
Payment Term 10 Years
Payment Mode Annually
Payment Amount $43,558.09

1. Delivery will be made upon availability.

2. This Quote expires on August 30, 2023. Pricing is subject to change after this date.

3. Pending credit and financial approval. First payment is due Net 30 Days from date of shipment.

4. Payment amount does not include applicable taxes.

5. A signed Master Lease Agreement is required in order to execute this program.

Trade Unit Considerations
Trade-In values valid through August 30, 2023 if all equipment purchased is in good operational and cosmetic condition and includes all standard accessories. Trade-In values are dependent on the quantity and configuration of the ZOLL devices listed on this quotation. Customer assumes responsibility for shipping trade-in equipment at the quantities listed on the trade line items in this quotation to ZOLL’s Chelmsford Headquarters within 60 days of receipt of new equipment. Customer agrees to pay cash value for trade-in equipment not shipped to ZOLL on a timely basis. 29 South Lake Tahoe Fire Dept
Quote No: Q-56947 Version: 2

ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824-4105
Federal ID# 04-2711626
Phone: (800) 348-9011
Fax: (978) 421-0015
Email: [email protected]
The following items represent the devices, accessories, software, and warranty options included in the lease summary on page one.

Item Part Number Description Quantity
1 601-2231111-01 X Series Advanced Monitor/Defibrillator - 12-Lead ECG, Pacing, SpO2, SpCO, EtCO2, BVM, NIBP, CPR Expansion Pack
6 2 8900-0400 CPR Stat-padz HVP Multi-Function CPR Electrodes - 8 pair/case 1 3 8300-000208 Microstream Advance Adult-Pediatric Intubated CO2 Filter Line, Short Term Use, Box of 25 1 4 8300-000200 Microstream Advance Adult Oral-Nasal CO2 Filter Line With O2 Tubing, Short Term Use, Box of 25
1 5 8000-001128 Accuvent Flow Tube (Box of 10) 6
6 8000-0895 Cuff Kit with Welch Allyn Small Adult, Large Adult and Thigh Cuffs 6 7 8000-001392 Masimo rainbow® RC-4 - 4FT, Reusable EMS Patient Cable 6 8 8000-000371 rainbow® DCI® SpO2/SpCO/SpMet Adult Reusable Sensor with connector (3 ft) 6 9 8000-0580-01 Six Hour Rechargeable, SurePower II Smart Battery 12 10 8300-0500-01 SurePower 4 Bay Charging System including 4 Battery Charging adapters 3 11 8000-000876-01 Paper, Thermal, w/Grid, BPA Free (Box of 6) 1 12 8000-000393-01 X Series Carry Case, Premium 6
13 8900-0004 4 ECG electrodes/pouch (120 pouches / 480 electrodes) 1 14 8900-0006 6 ECG electrodes/pouch (100 pouches / 600 electrodes) 1 15 8900-0810-01 Pedi-padz II Pediatric Multi-Function Electrodes 6 16 8707-000503-01 X Series Clear Plastic Display Protector 6 17 8400-110045 CaseReview Premium Subscription, R Series and X Series, Hosted 6 18 8778-89044-WF X Series - Worry-Free Service Plan 6
19 7800-0414-61 LP 15 12-Lead Version 4 Trade In Allowance 6 30 South Lake Tahoe Fire Dept
Quote No: Q-56947 Version: 2
v.4 – 2021-08-26 Page 3 of 10
ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824-4105
Federal ID# 04-2711626
Phone: (800) 348-9011
Fax: (978) 421-0015
Email: [email protected]
ALS/BLS Software Solutions Master Application Service Provider Agreement

1. Orders. ZOLL Medical Corporation (“ZOLL”) shall provide the ASP Services, Implementation Services and Support Services identified in any order or contract (“Order”) between ZOLL and another party (“Customer”) incorporating this Software Solutions Master Application Service Provider Agreement (together with each such Order, the “Agreement”). ASP Services are further defined in Section 3. Implementation Services are further defined in Section 4. Support Services are further defined in Section 5. The ASP Services, Implementation Services, and Support Services are each, and are collectively, “Services”. The terms and conditions set forth in this Agreement shall only apply to ALS/BLS Software Solutions products that are used with ZOLL Medical Corporation defibrillators. For the sake of clarity, these terms and conditions do not apply to any ZOLL patient care reporting software.

2. Payment. Customer shall pay fees to ZOLL for Services as provided in any Order and this Agreement (“Fees”). Unless otherwise provided in the applicable Order, Customer will pay ZOLL all Fees due under this Agreement within thirty (30) days after the date of ZOLL’s invoice. The first invoice will be sent after the Deployment Effective Date. "Deployment Date" means the date upon which the deployment of the ASP Services is complete and it is able to function as described in the warranty set forth in this Agreement, regardless of whether Customer actually uses such ASP Services. "Deployment Effective Date" means the earlier of (a) the Deployment Date or (b) 90 days from the date after ZOLL’s shipment of defibrillators that are included on the Order (the “Latest Deployment Date”), unless a delay in the Deployment Date has been caused by ZOLL, in which case the Deployment Effective Date shall be postponed by a number of days equal to the delay that ZOLL has caused. Fees are nonrefundable other than as expressly set forth herein. Amounts not paid when due will accrue interest at the rate of 1.5% per month, or the maximum allowed by law, whichever is less. Customer shall pay all expenses (including reasonable attorney’s fees) incurred by ZOLL in connection with collection of late payments. Any amounts not paid by Customer when due may result in the forfeiture by Customer, in ZOLL’s sole discretion, of any discounts previously offered by ZOLL. In addition, ZOLL may cease providing any or all of the Services if any invoice is not paid in a timely manner, in which event ZOLL will not be liable to Customer for any damages caused by such cessation. Payment terms are subject to ZOLL’s credit approval. Fees exclude all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (“Taxes”).

3. ASP Services. “ASP Services” means the hosting and maintenance of ZOLL software, as modified, updated, and enhanced (the “Underlying Software”), for remote electronic access and use by Registered Users on the website with a unique URL to be provided by ZOLL to Customer (the “ZOLL Site”) in substantial conformity with the instructions for use, documentation and users manuals from time-to-time provided by ZOLL (the “Documentation”), as listed in any Order, on and after the Implementation Date (defined below) for such services and before that Order has expired or been terminated in accordance with the Agreement. Customer acknowledges that the ASP Services are only compatible with ZOLL equipment that has been enabled and configured for use with the ASP Services in accordance with the Documentation and only with the browser and other technical environment that supports the use of the ASP Services in accordance with the Documentation.

3.1. Provision of ASP Services. Subject to the terms and conditions of the Agreement, ZOLL will use commercially reasonable efforts to make the ASP Services available to Customer and Customer’s employees, directors, principals, partners, consultants and agents authorized to use ASP Services on behalf of Customer and registered through the ZOLL Site for such use (“Registered Users”) through the ZOLL Site over normal network connections in accordance with the Documentation, excepting downtime due to necessary maintenance and troubleshooting. Customer, not ZOLL, shall be responsible for controlling Registered Users and protection of confidentiality of its login identifications and passwords. Customer acknowledges that (i) it is responsible for maintaining its interface and connectivity to the ASP Services and (ii) any facilities used for provision of the ASP Services may be owned or operated by ZOLL, or a ZOLL affiliate or a third party, or any combination of such facilities, as determined by ZOLL. Customer acknowledges that ZOLL may modify and upgrade the ASP Services, on an ongoing basis, to improve or adapt the ASP Services. Without limiting the foregoing, ZOLL will have the right, in its sole discretion, to develop, provide and market new, upgraded or modified ASP Services to Customer, including adding, removing or modifying the functionality or features of the ASP Services accessible by Registered Users. ZOLL will use commercially reasonable efforts to notify Customer within a reasonable period of time prior to the implementation of such changes so that Customer is reasonably informed of alterations to the ASP Services that will affect the ASP Services and Customer’s use of them. Notwithstanding anything to the contrary in the Agreement, ZOLL may cease providing any ASP Services upon at least six months advance notice to Customer.

3.2. Access Software. Subject to the terms and conditions of this Agreement, ZOLL grants to Customer, during the Term, a non-exclusive, non-transferable, nonsublicensable license for Registered Users to access and use the ASP Services using the ZOLL software that Registered Users may download at the ZOLL Site to access the ASP Services, as modified, updated and enhanced (the “Access Software”), each as made available to Customer through the ZOLL Site, solely for Customer’s internal business purposes and solely in accordance with the Documentation. Access Software and Underlying Software are, collectively, the “Software”.

3.3. Restrictions. Customer shall not, and shall not permit any third party to: (a) use, reproduce, modify, adapt, alter, translate or create derivative works from the ASP Services, Software or Documentation; (b) merge the ASP Services, Software or Documentation with other software or services; (c) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer or allow access to the ASP Services, Software or the Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to alter or derive the Source Code for the ASP Services or Software; (e) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the ASP Services, Software or Documentation; or (f) otherwise use or copy the ASP Services, Software or Documentation in any manner not expressly permitted by the Agreement. Customer agrees not to use the ASP Services in excess of its authorized login protocols.

Customer shall immediately notify ZOLL of any unauthorized use of Customer’s login ID, password or account or other breach of security. If Customer becomes aware of any actual or threatened activity contemplated by the restrictions on use set forth in this section, Customer will, and will cause Registered Users to, immediately take all reasonable measures necessary to stop the activity or threatened activity and to mitigate the effect of such activity including: (i) discontinuing and limiting any improper access to any data; (ii) preventing any use and disclosure of improperly obtained data; (iii) destroying any copies of improperly obtained data that may have been made on their systems; (iv) otherwise attempting to mitigate any harm from such events; and (v) immediately notifying ZOLL of any such event so that ZOLL may also attempt to remedy the problem and prevent its future occurrence.

3.4. Service Level Agreement.

3.4.1. Downtime. “Downtime”, expressed in minutes, is any time the ASP Services are not accessible to Registered Users.

3.4.2. Planned Downtime. “Planned Downtime” is Downtime during which ASP Services may not be available in order for ZOLL to continue to provide commercially reasonable services, features and performance to its customers. Planned Downtime includes, but is not limited to: (a) Standard Maintenance; and (b) Emergency Maintenance. “Standard Maintenance” is performed when upgrades or system updates are desirable. “Emergency Maintenance” is performed when a critical system update must be applied quickly to avoid significant Downtime. Standard Maintenance may be performed weekly on Monday and Wednesday between the hours of 7 p.m. to 11 p.m. in Broomfield, Colorado. ZOLL will provide Customer with notice at least 24 hours in advance of Standard Maintenance. 31 South Lake Tahoe Fire Dept
Quote No: Q-56947 Version: 2
v.4 – 2021-08-26 Page 4 of 10
ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824-4105
Federal ID# 04-2711626
Phone: (800) 348-9011
Fax: (978) 421-0015
Email: [email protected]

3.4.3. Excused Downtime. “Excused Downtime” time is Downtime caused by: (a) services, software or hardware provided by anyone or any entity other than ZOLL, (b) software, services or systems operating outside of a ZOLL Site, including any software or systems operating on a Customer’s premises (including ZOLL software); (c) a Force Majeure Event or (d) Customer's failure to comply with its obligations under the Agreement or use of the ASP Services in ways that were not intended.

3.4.4. Unplanned Downtime. Unplanned Downtime in a calendar month is expressed as a percentage calculated as follows:
(Downtime - (Planned Downtime + Excused Downtime))
Total number of minutes in the calendar month x 100 = x %, where “x” is Unplanned Downtime.

3.4.5. Unplanned Downtime Goal. ZOLL shall provide the ASP Services such that there is less than 1% of Unplanned Downtime in a calendar month (the “Unplanned Downtime Goal”). The ASP Services covered by the Unplanned Downtime Goal are those for which Customer has paid all Fees when due and is using in the course of carrying out its normal business operations in accordance with the Agreement.

3.4.6. Revocation of Administrative Rights. Notwithstanding anything to the contrary in the Agreement, ZOLL may revoke administrative rights, including database access rights, if the use of any such rights results in Downtime.

3.4.7. Customer Content; Security; Backup.

3.4.7.1. Customer Content. As between ZOLL and Customer, and without limiting the rights of any patient, Customer will retain all right, title and interest in and to all data, information or other content provided by Customer in its use of the ASP Services (“Customer Content”); provided, however, that ZOLL may de-identify and use Customer Content for any lawful purpose consistent with all applicable law.

3.4.7.2. Security. Subject to Customer’s obligations under this Agreement, ZOLL will implement commercially reasonable security measures within the ASP Services in an attempt to prevent unlawful access to Customer Content by third parties. Such measures may include, where appropriate, use of updated firewalls, commercially available virus screening software, logon identification and passwords, encryption, intrusion detection systems, logging of incidents, periodic reporting, and prompt application of current security patches and virus definitions.

3.4.7.3. Backup of Customer Content (Not Applicable to Remote View). Although ZOLL will use commercially reasonable efforts to maintain the integrity of the Customer Content, to back up the Customer Content, and to provide full and ongoing access to the ASP Services, loss of access to the ASP Services and loss of Customer Content may occur. Customer will make provision for additional back-up storage of any critical Customer Content and shall be responsible for compliance with all records retention requirements applicable to Customer. ZOLL will not be responsible for any loss, corruption of or inaccessibility of the Customer Content due to interruption in the ASP Services or otherwise arising out of circumstances not within ZOLL’s control.

3.4.7.4. Availability of Customer Content (Not Applicable to Remote View). It is Customer’s responsibility to maintain any Customer Content that it requires for archival purposes, ongoing management of its operations and compliance with applicable records retention requirements. Unless specified otherwise in the Agreement, ZOLL will store Customer Content, other than Inactive Customer Content as defined below (the “Active Customer Content”), in ZOLL’s working data set until the earlier of (i) five years (calculated from the date of creation of such Customer Content, or ZOLL’s receipt of such Customer Content, whichever is later) or (ii) the expiration or termination of this Agreement or the Order under which such Active Customer Content was stored (the “Active Retention Period”). Upon the expiration of the Active Retention Period, ZOLL will notify Customer in writing and will provide Customer the option, which Customer shall exercise by informing ZOLL in writing, within 30 days of receiving the notice, that either (a) Customer wishes to receive Active Customer Content in a database determined by ZOLL in its sole and absolute discretion (a “Database”), or (b) Customer will pay ZOLL, at ZOLL’s then-current storage rates and upon ZOLL’s then-current terms and conditions, to continue to store the Active Customer Content. If Customer fails to exercise one of the foregoing options within such 30-day period, ZOLL will have the right to destroy the Active Customer Content. During the time ZOLL stores Customer Content for Customer hereunder, ZOLL may periodically identify Customer Content that has had no activity associated with it for at least 180 days (“Inactive Customer Content”) and will notify Customer in writing of its intent to remove the Inactive Customer Content from ZOLL’s working data set and destroy such data, unless Customer requests, in writing, within 30 days of receiving the notice from ZOLL, that either (z) Customer wishes to receive the Inactive Customer Content in a Database, or (y) Customer will pay ZOLL, at ZOLL’s then-current storage rates and upon ZOLL’s then-current terms and conditions, to continue to store such Inactive Customer Content. If Customer fails to exercise one of the foregoing options within such 30-day period, ZOLL will have the right to destroy the applicable Inactive Customer Content in its possession or under its control. Except for this Section 3.4.7.4, the terms of Section 3.4 (including, without limitation, the Unplanned Downtime Goal) do not apply to Customer’s access of Inactive Customer Content. Customer represents, warrants and agrees that it (A) is solely responsible for determining the retention period applicable to it with respect to Customer Content maintained by ZOLL; (B) has consulted with or has had the opportunity to consult with legal, information governance or records management professionals; and (C) is not relying upon ZOLL to assist with determining the records maintenance or retention requirements applicable to it.

3.4.8. Remedies. A “Service Credit” means a percentage of the monthly Fee to be credited to Customer (subject to Customer’s written request therefor and ZOLL’s verification thereof) for any ASP Service for which the Unplanned Downtime Goal is exceeded in a calendar month. For any calendar month where the aggregate total of Unplanned Downtime for any ASP Service exceeds one percent ZOLL will provide a 10% Service Credit towards Customer's monthly Fee for such ASP Service that was affected; provided, that Customer (i) requests such Service Credit in writing within 30 days of the end of the calendar month in which such Unplanned Downtime occurred, (ii) includes in such request the nature of, and date and time of such Unplanned Downtime and (iii) such Unplanned Downtime is verified by ZOLL. Such Service Credit will be applied to a future month's invoice for such ASP Services, which typically is two months later. Failure to submit a written request for Service Credit as provided in this Section 3.4.8 shall constitute a waiver of such Service Credit by Customer. Further, Service Credits shall not be issued if Customer is not current on all Fees due and payable. The remedy set forth in this Section 3.4.8 shall be the Customers’ sole and exclusive remedy with respect to ZOLL exceeding the Unplanned Downtime Goal.

3.4.9. Modifications. Changes to this Section 3.4 may be made from time to time at ZOLL’s sole discretion. Customer will be notified of any such changes that are material.

4. Implementation Services. ZOLL shall provide ASP Services implementation, training and any related services identified in an Order (the “Implementation Services”). Customer shall, in a timely manner and at its own expense, cooperate and provide or make available to ZOLL access to the Customer’s premises, systems, telephone, terminals and facsimile machines and all relevant information, documentation and staff reasonably required by ZOLL to enable ZOLL to perform the Implementation Services. Customer acknowledges that any time frames or dates for completion of the Implementation Services set out in an Order are estimates only and 32 South Lake Tahoe Fire Dept
Quote No: Q-56947 Version: 2
v.4 – 2021-08-26 Page 5 of 10
ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824-4105
Federal ID# 04-2711626
Phone: (800) 348-9011
Fax: (978) 421-0015
Email: [email protected]
the ability to meet them is influenced by a range of factors including, without limitation, response times and level of cooperation of Customer. Any obligations as to time are therefore on a “reasonable efforts” basis only and ZOLL shall not be liable for failure to meet time frames or completion dates unless solely due to ZOLL’s negligence.

5. Support Services. ZOLL shall provide the following Support Services for ASP Services without any additional Fees, except that ZOLL will have no obligation to provide such Support Services if any Fees for ASP Services are past due.

5.1. Support.

5.1.1. Emergency Support. ZOLL shall provide telephone support to Customer for 24 hours a day, 7 days a week, to address Errors that prevent Customer from using Supported ASP Services for a purpose for which Customer has an immediate and material need. “Supported ASP Services” means the ASP Services for which Customer has paid the then-current Fees. “Supported Environment” means a browser and other technical environment that supports the use of the ASP Services in accordance with the Documentation. “Error” means a reproducible defect in the Supported ASP Services when operated in accordance with the Documentation in a Supported Environment that causes the Supported ASP Services not to operate substantially in accordance with such Documentation.

5.1.2. Technical Support. ZOLL shall provide telephone support to Customer during 6 a.m. to 6 p.m. Eastern Time, Monday to Friday, excluding ZOLL holidays (“Business Hours”) to address all other Errors relating to any Supported ASP Services. Such telephone support will include (i) clarification of functions and features of the Supported ASP Services; (ii) clarification of the Documentation; (iii) guidance in operation of the Supported ASP Services; (iv) assistance in identifying and verifying the causes of suspected Errors in the Supported ASP Services; and (v) advice on bypassing identified Errors in the Supported ASP Services, if reasonably possible.

Responses to such reporting shall be provided at a minimum within twenty-four (24) hours during Business Hours.

5.1.3. Resolution. ZOLL shall use commercially reasonable efforts to provide a modification or workaround to Supported ASP Services that resolves an Error in all material respects (“Resolution”).

5.1.4. Expenses. Support Services provided hereunder shall be provided from Chelmsford, Massachusetts or Broomfield, Colorado, as determined in ZOLL’s sole discretion. Should Customer request that ZOLL send personnel to Customer’s location to resolve any Error in the Supported ASP Services, ZOLL may charge Customer a fee of $2,500 for each day ZOLL personnel is at Customer’s location.

5.1.5. Exceptions. ZOLL shall have no responsibility under this Agreement to fix any Errors arising out of or related to the following causes: (a) Customer’s modification or combination of the Access Software (in whole or in part), (b) use of the Supported ASP Services in an environment other than a Supported Environment; or (c) accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure or fluctuation of electric power, air conditioning or humidity control; failure of media not furnished by ZOLL; excessive heating; fire and smoke damage; operation of the Supported ASP Services with other media and hardware, software or telecommunication interfaces; or causes other than ordinary use. Any corrections performed by ZOLL for such Errors shall be made, in ZOLL’s reasonable discretion, at ZOLL’s then-current time and material charges. ZOLL will provide the Support Services only for the most current release and the one immediately preceding major release of any Access Software. Notwithstanding anything to the contrary in the Agreement, (i) ZOLL may cease providing Support Services for any ASP Services upon at least six (6) months advance notice to Customer of such cessation and (ii) Support Services do not cover Third Party Products or Services (defined below).

5.2. Conditions and Limitations. Customer shall provide ZOLL with access to Customer’s personnel and its equipment. This access must include the ability to remotely access the equipment on which the Supported ASP Services are operating and to obtain the same access to the equipment as those of Customer’s employees having the highest privilege or clearance level. ZOLL will inform Customer of the specifications of the remote access methods available and associated software needed, and Customer will be responsible for the costs and use of said equipment. Fees for third party software and services are set by the owner of such software.

6. Warranties.

6.1. Implementation Services and Support Services. Subject to Customer’s payment of the Fees, ZOLL warrants that any Implementation Services or Support Services provided to Customer will be performed with due care in a professional and workmanlike manner. ZOLL shall, as its sole obligation and Customer’s sole and exclusive remedy for any breach of the warranty set forth in this Section 6.1, perform again the Implementation Services or Support Services that gave rise to the breach or, in the case of Implementation Services, at ZOLL’s option, refund the Fees for such Implementation Services paid by Customer for the Implementation Services which gave rise to the breach. The availability of any remedy for a breach of the warranty set forth in this Section 6.1 is conditioned upon Customer notifying ZOLL in writing of such breach within thirty (30) days following performance of the defective Implementation Services or Support Services, specifying the breach in reasonable detail.

6.2. ASP Services and Access Software. Subject to Customer’s payment of the Fees, ZOLL represents and warrants with respect to any ASP Services that (i) ZOLL has the right to license the Access Software and Documentation and make the ASP Services available to Customer pursuant to this Agreement and (ii) the ASP Services, when used as permitted and in accordance with the Documentation, will materially conform to the Documentation. ZOLL does not warrant that Customer’s use of the ASP Services will be error free or uninterrupted. Customer will notify ZOLL in writing of any breach of this warranty with respect to any ASP Services prior to the expiration or termination of the Order for such ASP Services. If ZOLL is unable to provide a correction or work-around pursuant to the terms governing the provision of the ASP Services after using commercially reasonable efforts, ZOLL may terminate such Order upon written notice to Customer. Any such correction or work-around shall not extend the term of such Order. This Section 6.2 sets forth Customer’s exclusive remedy, and ZOLL’s entire liability, for breach of the warranty for the ASP Services contained herein.

6.3. Warranty Disclaimers. The warranties for the Software and Services are solely and expressly as set forth in Section 6.1 and Section 6.2 and are expressly qualified, in their entirety, by this Section 6.3. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1 AND SECTION 6.2, (A) THE SOFTWARE AND SERVICES ARE PROVIDED STRICTLY “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, WRITTEN OR ORAL; (B)

ZOLL DOES NOT PROMISE THAT THE SOFTWARE OR SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE OR THAT THEY ARE SUITABLE FOR THE PARTICULAR NEEDS OF CUSTOMER, REGISTERED USERS OR ANY THIRD PARTY; AND (C) ZOLL SPECIFICALLY DISCLAIMS

ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, TITLE, AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE IN TRADE. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT, AND THAT NO WARRANTIES ARE MADE BY ANY OF ZOLL’S LICENSORS OR SUPPLIERS WITH RESPECT TO THIRD PARTY PRODUCTS OR SERVICES. Customer acknowledges and agrees that, in entering into this Agreement, it has not relied upon the future availability of any new or enhanced feature or functionality, or any new or enhanced product or service, including, without limitation, updates or upgrades to ZOLL’s existing products and services.

ZOLL’s performance obligations hereunder are limited to those expressly enumerated herein, and payment for ZOLL’s performance obligations shall be due as described herein.

7. Confidentiality. Neither party will use any trade secrets, information, or other material, tangible or intangible, that relates to the business or technology of the other party and is marked or identified as confidential or is disclosed in circumstances that would lead a reasonable person to believe such information is confidential 33 South Lake Tahoe Fire Dept
Quote No: Q-56947 Version: 2
v.4 – 2021-08-26 Page 6 of 10
ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824-4105
Federal ID# 04-2711626
Phone: (800) 348-9011
Fax: (978) 421-0015
Email: [email protected]
(“Confidential Information”) for any purpose not expressly permitted by this Agreement, and will further disclose the Confidential Information of the party disclosing it (“Disclosing Party”) only to the employees or contractors of the party receiving it (“Receiving Party”) who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. The ASP Services, Software and Documentation shall be ZOLL’s Confidential Information (including without limitation any routines, subroutines, directories, tools, programs, or any other technology included in the Software), notwithstanding any failure to mark or identify it as such. The Receiving Party’s obligations under this Section 7 with respect to any Confidential Information of the Disclosing Party will terminate when and to the extent the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (ii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such disclosure in writing prior to making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such disclosure.

8. Indemnification.

8.1. By ZOLL. ZOLL will defend, at its own expense, any action against Customer or its or any of its agents, officers, director, or employees (“Customer Parties”) brought by a third party alleging that any Software or Services infringe any U.S. patents or any copyrights or misappropriate any trade secrets of a third party, and ZOLL will pay those costs and damages finally awarded against the Customer Parties in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Customer: (a) notifying ZOLL promptly in writing of such claim or action; (b) giving ZOLL sole control of the defense thereof and any related settlement negotiations; and (c) cooperating with ZOLL and, at ZOLL’s request and expense, assisting in such defense. If any of the Software or Services become, or in ZOLL’s opinion is likely to become, the subject of an infringement claim, ZOLL may, at its sole option and expense, either: (i) procure for Customer the right to continue using such Software or Services; (ii) modify or replace such Software or Services with substantially similarsoftware orservicesso thatsuch Software or Services becomes non-infringing; or (iii) terminate this Agreement, in whole or in part. Notwithstanding the foregoing, ZOLL will have no obligation under this Section 8.1 or otherwise with respect to any infringement claim based upon: (1) use of any of the Software or Services not in accordance with this Agreement; (2) any use of any Software or Services in combination with products equipment, software, services or data not supplied by ZOLL if such infringement would have been avoided but for the combination with other products, equipment, software, services or data; (3) the failure of Customer to implement any replacements, corrections or modifications made available by ZOLL for any Software or Services including, but not limited to, any use of any release of the Software other than the most current release made commercially available by ZOLL; (4) any Customer Content; or (5) any modification of any Software or Services or use thereof by any person other than ZOLL or its authorized agents or subcontractors. This Section 8 states ZOLL’s entire liability and the exclusive remedy for any claims of infringement.

8.2. By Customer. Customer shall indemnify, defend and hold ZOLL and its agents, officers, directors and employees (the “ZOLL Parties”) harmless from and against any and all liabilities, losses, expenses, damages and claims (collectively, “Claims”) that arise out of the following except to the extent the Claims are due to the gross negligence, intentional misconduct or breach of this Agreement by the ZOLL Parties: (i) information provided to any of the ZOLL Parties by any of the Customer Parties; (ii) any of the Customer Parties’ use or misuse of any of the Software or Services, including without limitation in combination with Customer’s software or services or third party software or services; (iii) any modifications made by any of the Customer Parties to any of the Software or Services; (iv) infringement by any of the Customer Parties of any third party intellectual property right; (v) Taxes (other than taxes based on ZOLL’s net income) and any related penalties and interest, arising from the payment of the Fees or the delivery of the Software and Services to Customer; and (ix) any violation of laws or regulations, including without limitation applicable export and import control laws and regulations in the use of any of the Software or Services, by any of the Customer Parties.

9. Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT WILL ZOLL OR ITS AFFILIATES, SUBCONTRACTORS OR SUPPLIERS, OR ANY OF THEIR OFFICERS OR DIRECTORS, BE LIABLE, EVEN IF ADVISED OF THE POSSIBILITY, FOR: (i)

SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), (ii) LOSS OF PROFIT, DATA, BUSINESS OR GOODWILL, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR (iii) ANY LOSSES, COSTS OR DAMAGES ASSOCIATED WITH CUSTOMER’S PRODUCTS

OR OTHER ELEMENTS INCORPORATED OR USED THEREWITH WHICH WERE NOT PROVIDED BY ZOLL OR WITH RESPECT TO ANY MODIFICATIONS MADE TO THE SOFTWARE OR SERVICES OR MISUSE OF THE SOFTWARE OR SERVICES. ZOLL’S TOTAL CUMULATIVE LIABILITY

IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT PAID TO ZOLL BY CUSTOMER FOR THE SOFTWARE AND SERVICES PROVIDED UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. Customer acknowledges that these limitations reflect the allocation of risk set forth in this Agreement and that ZOLL would not enter into this Agreement without these limitations on its liability. Customer agrees that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. The remedies in this Agreement are Customer’s sole and exclusive remedies. In addition, ZOLL disclaims all liability of any kind of ZOLL’s licensors and suppliers, for third party products or services, and for the actions or omissions of Customer’s representatives.

10. Ownership. All right, title and interest, including but not limited to all existing or future copyrights, trademarks, service marks, trade secrets, patents, patent applications, know how, moral rights, contract rights, and proprietary rights, and all registrations, applications, renewals, extensions, and combinations of the foregoing, in and to the following are the exclusive property of ZOLL (or, as the case may be, its subsidiaries, licensors and suppliers): (i) ASP Services, Software, Documentation, and all proprietary technology used by ZOLL to perform its obligations under this Agreement; (ii) all software, tools, routines, programs, designs, technology, ideas, know-how, processes, techniques and inventions that ZOLL makes, develops, conceives or reduces to practice, whether alone or jointly with others, in the course of performing the Services; (iii) the fully compiled version of any of the foregoing software programsthat can be executed by a computer and used without further compilation (the “Executable Code”); (iv) the human readable version of any of the foregoing software programs that can be compiled into Executable Code (the “Source Code”); and (v) all enhancements, modifications, improvements and derivative works of each and any of the foregoing (the “ZOLL Property”). If any derivative work is created by Customer from the Software or Services, ZOLL shall own all right, title and interest in and to such derivative work. Any rights not expressly granted to Customer hereunder are reserved by ZOLL (or its licensors and suppliers, as the case may be).

11. Term and Termination.
34 South Lake Tahoe Fire Dept
Quote No: Q-56947 Version: 2
v.4 – 2021-08-26 Page 7 of 10
ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824-4105
Federal ID# 04-2711626
Phone: (800) 348-9011
Fax: (978) 421-0015
Email: [email protected]

11.1. Term. The term of this Agreement (“Term”) begins on the effective date of the first Order incorporating this Agreement and continues until it is terminated. The term of each Order begins on the effective date of such Order and continues until it expires or is terminated; provided, however, that such term (and any extension thereof) shall automatically renew for an equivalent period at ZOLL’s then current list pricing unless either party notifies the other party in writing of an intent to not renew such term at least ninety (90) days prior to the expiration of such term. “Implementation Date” for any ASP Services means the earlier of (a) the date upon which the activation of such ASP Services is complete and such ASP Services are able to function as described in the warranty for such ASP Services, regardless of whether Customer uses such ASP Services or (b) one hundred eighty (180) days following the shipment of the monitor/defibrillators in connection with which such ASP Services are to be used, unless a delay in the activation of such ASP Services is caused by ZOLL, in which case the Implementation Date shall be postponed by a number of days equal to the delay that ZOLL has caused; or (c) if Customer does not use Implementation Services to activate such ASP Services, the date of the Order for such ASP Services.

11.2. Termination. Either party may terminate this Agreement or any Order without cause on thirty (30) days’ prior written notice to the other party. Either party may terminate this Agreement or any Order if the other party materially defaults in the performance of any of its obligations hereunder and fails to cure such default within twenty (20) days after written notice from the non-defaulting party.

11.3. Effects of Termination. Upon expiration or termination of this Agreement or any Order for any reason: (a) all amounts, if any, owed to ZOLL under this Agreement or the Order that has expired or been terminated (the “Expired or Terminated Document”) before such termination or expiration will become immediately due and payable; (b) Customer’s right to access the ASP Services, and all licensed rights granted, in the Expired or Terminated Document will immediately terminate and cease to exist; and (c) Customer must (i) promptly discontinue all use of any ASP Services provided under the Expired or Terminated Document (ii) erase all copies of Access Software from Customer’s computers and the computers of its customers and return to ZOLL or destroy all copies of such Access Software and related Documentation on tangible media in Customer’s possession and (iii) return or destroy all copies of the Documentation in Customer’s possession or control; (d) each party shall promptly discontinue all use of the other party’s Confidential Information disclosed in connection with the Expired or Terminated Document and return to the other party or, at the other party’s option, destroy, all copies of any such Confidential Information in tangible or electronic form. Additionally, if any Order for ASP Services is terminated by ZOLL for a material default or by Customer without cause, then Customer immediately shall pay ZOLL an early termination fee equal to the amount of (x) the Fees for such ASP Services otherwise payable during the initial term of such Order had such Order not been terminated during such term minus (y) the sum of such Fees paid by Customer to ZOLL prior to the date of termination. Upon ZOLL’s request, Customer will provide a written certification (in a form acceptable to ZOLL), certifying as to Customer’s compliance with its post-termination obligations set forth in this Section 11.3.

12. General Provisions.

12.1. Compliance with Laws. Customer shall comply with all applicable laws and regulations, and obtain required authorizations, concerning its use of the ASP Services, including without limitation if applicable all export and import control laws and regulations. Customer will not use any ASP Services for any purpose in violation of any applicable laws. ZOLL may suspend performance if Customer violated applicable laws or regulations.

12.2. Audits and Inspections. Upon written request from ZOLL, Customer shall furnish ZOLL with a certificate signed by an officer of Customer stating that the ASP Services are being used strictly in accordance with the terms and conditions of this Agreement. During the Term and for a period of six months following the termination or expiration of this Agreement, upon prior written notice, ZOLL will have the right, during normal business hours, to inspect, or have an independent audit firm inspect, Customer’s records relating to Customer’s use of the ASP Services to ensure it is in compliance with the terms of this Agreement. The costs of the audit will be paid by ZOLL, unless the audit reveals that Customer’s underpayment of Fees exceeds five percent. Customer will promptly pay to ZOLL any amounts shown by any such audit to be owing (which shall be calculated at ZOLL’s standard, non-discounted rates) plus interest as provided in Section 2 above.

12.3. Assignments. Customer may not assign or transfer, by operation of law or otherwise (including in connection with a sale of substantially all assets or equity, merger or other change in control transaction), any of its rights under this Agreement or any Order to any third party without ZOLL’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void. ZOLL shall have the right to assign this Agreement or any Order to any affiliate, or to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise, and to contract with any third party to provide part of any of the Software and Services, and to delegate performance of this Agreement or any Order to any of its subsidiaries.

12.4. U.S. Government End Users. If Customer is a branch or agency of the United States Government, the following provision applies. The Software and Documentation are composed of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995) and are (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202 1 (JUN 1995) and 227.7202 3 (JUN 1995).

12.5. Notices. All notices, consents, and approvals under this Agreement must be delivered in writing by electronic mail, courier, electronic facsimile, or certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth in the most recent Order (or to such other address or person as from time to time provided by such party in accordance with this Section 12.5), and will be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner.

12.6. Governing Law and Venue; Waiver of Jury Trial. This Agreement will be governed by and interpreted in accordance with the laws of the State of Colorado without reference to its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement shall be brought in a federal or state court in the State of Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY

WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

12.7. Remedies. Except as otherwise expressly provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. Customer acknowledges that the Software and Services are built on valuable trade secrets and proprietary information of ZOLL, that any actual or threatened breach hereof will constitute immediate, irreparable harm to ZOLL for which monetary damages would be an inadequate remedy, and that ZOLL will be entitled to injunctive relief for such breach or threatened breach. Customer further agrees to waive and hereby waives any requirement for the security or the posting of any bond in connection with such remedies.

Such remedies shall not be considered to be the exclusive remedies for any such breach or threatened breach, but shall be in addition to all other remedies available at law or equity to ZOLL.

12.8. Waivers. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

12.9. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force 35 South Lake Tahoe Fire Dept
Quote No: Q-56947 Version: 2
v.4 – 2021-08-26 Page 8 of 10
ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824-4105
Federal ID# 04-2711626
Phone: (800) 348-9011
Fax: (978) 421-0015
Email: [email protected]
and effect. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

12.10. Independent Contractors. The parties are entering into, and will perform, this Agreement as independent contractors. Nothing in this Agreement will be construed to make either party the agent of the other for any purpose whatsoever, to authorize either party to enter into any contract or assume any obligation on behalf of the other or to establish a partnership, franchise or joint venture between the parties.

12.11. Third Parties. Customer is solely responsible for, and none of the fees set forth herein shall be deemed to cover, any amounts owed to third parties in connection with the use of the ASP Services. If Customer engages a third-party provider (“Third Party Provider”) to deliver products or services, including without limitation software, integrated into or receiving data from or accessing the ASP Services (“Third Party Products or Services”), Customer represents, warrants and agrees that: (i) ZOLL shall have no liability, and makes no representation, with respect to such Third Party Products or Services; and (ii) the Third Party Provider shall not be an agent of ZOLL. To the extent the ASP Services or Software contains software owned by a third party for which ZOLL has a license agreement with a third party, the ASP Services and Software and all rights granted hereunder are expressly limited by and subject to any license agreements ZOLL may have for such software.

12.12. Force Majeure. Neither party shall be liable for damages for any delay or failure of performance hereunder (other than payment obligation) arising out of causes beyond such party’s reasonable control and without such party’s fault or negligence, including, but not limited to, failure of its suppliers to timely deliver acceptable parts or services, any act or omission of Customer that interferes with or impedes ZOLL’s performance hereunder, acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures (a “Force Majeure Event”).

12.13. Entire Agreement; Amendment; No Third Party Beneficiaries; Survival. This Agreement, which may be accepted by performance, constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral, except agreements at zollonline.com. Any other representation or agreement, whether written or oral, including but not limited to any purchase order issued by Customer, shall be wholly inapplicable to the Software and Services and shall not be binding in any way on ZOLL. This Agreement may not be amended or changed or any provision hereof waived except in writing signed by both parties. Any different or additional terms in any purchase order, confirmation or similar form issued or otherwise provided by Customer but not signed by an authorized representative of ZOLL shall have no force or effect. There are no third party beneficiaries of this Agreement. Those provisions of this Agreement that may be reasonably interpreted as surviving termination of this Agreement or the survival of which is necessary for the interpretation or enforcement of this Agreement shall continue in full force and effect in accordance with their terms notwithstanding the termination hereof including, but not limited to, Section 7 (Confidentiality), Section 8 (Indemnification), Section 9 (Limitation on Liability), Section 10 (Ownership), Section 11.3 (Effects of Termination) and Section 12 (General Provisions). This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.

13. HIPAA. This Section 13 applies if and to the extent that ZOLL creates, receives, maintains or transmits, directly or indirectly, any protected health information of Customer (“PHI”) in the course of providing Software or Services to Customer. Capitalized terms used but not defined in this Section 13 have the meanings assigned to them elsewhere in the Agreement or, if not defined therein, as defined in the Health Insurance Portability and Accountability Act of 1996 (P.L. 104 191), 42 U.S.C.

Section 1320d, et seq., and regulations promulgated thereunder, as amended from time to time (such statute and regulations collectively referred to as “HIPAA”). “Covered Entity” as used herein means Customer. “Business Associate” as used herein means ZOLL. The purpose of this Section 13 is to comply with 45 C.F.R. §164.502(e) and §164.504(e), governing PHI and business associates under HIPAA

13.1. Applicability. This Section 13 applies if and to the extent that Business Associate creates, receives, maintains or transmits, directly or indirectly, any PHI in the course of providing Software or Services to Covered Entity.

13.2. Compliance and Agents. Business Associate agrees that, to the extent it has access to PHI, Business Associate will fully comply with the requirements of this Section 13 with respect to such PHI. Business Associate will ensure that every agent, including a subcontractor, of Business Associate to whom it provides PHI received from, or created or received by Business Associate on behalf of, Covered Entity will comply with the same restrictions and conditions as set forth herein.

13.3. Use and Disclosure; Rights. Business Associate agrees that it shall not use or disclose PHI except as permitted under this Agreement, and in compliance with each applicable requirement of 45 CFR Section 164.504(e). Business Associate may use or disclose the PHI received or created by it, (a) to perform its obligations under this Agreement, (b) to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Agreement, or (c) to provide data aggregation functions to Covered Entity as permitted by HIPAA. Further, Business Associate may use the PHI received by it in its capacity as Business Associate, if necessary, to properly manage and administer its business or to carry out its legal responsibilities. Business Associate may disclose the PHI received by it in its capacity as Business Associate to properly manage and administer its business or to carry out its legal responsibilities if: (a) the disclosure is required by law, or (b) the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it is disclosed to the person and the person notifies Business Associate of any instances of which it is aware that the confidentiality of the information has been breached. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA if done by Covered Entity.

13.4. Safeguards. Business Associate agrees to develop, document, use, and keep current appropriate procedural, physical, and electronic safeguards, as required in 45 C.F.R. §§164.308 - 164.312, sufficient to prevent any use or disclosure of electronic PHI other than as permitted or required by this Agreement.

13.5. Minimum Necessary. Business Associate will limit any use, disclosure, or request for use or disclosure to the minimum amount necessary to accomplish the intended purpose of the use, disclosure, or request.

13.6. Report of Improper Use or Disclosure. Business Associate shall report to Covered Entity any information of which it becomes aware concerning any use or disclosure of PHI that is not permitted by this Agreement and any security incident of which it becomes aware. Business Associate will, following the discovery of a breach of “unsecured protected health information,” as defined in 45 C.F.R. § 164.402, notify Covered Entity of such breach within 15 days. The notice shall include the identification of each individual whose unsecured protected health information has been, or is reasonably believed by Business Associate to have been, accessed, acquired, or disclosed during such breach. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of this Agreement.

13.7. Individual Access. In accordance with an individual’s right to access to his or her own PHI in a designated record set under 45 CFR §164.524 and the individual’s right to copy or amend such records under 45 CFR §164.524 and §164.526, Business Associate shall make available all PHI in a designated record set to Covered Entity to enable the Covered Entity to provide access to the individual to whom that information pertains or such individual’s representative. 36 South Lake Tahoe Fire Dept
Quote No: Q-56947 Version: 2
v.4 – 2021-08-26 Page 9 of 10
ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824-4105
Federal ID# 04-2711626
Phone: (800) 348-9011
Fax: (978) 421-0015
Email: [email protected]

13.8. Amendment of and Access to PHI. Business Associate shall make available for amendment PHI in a designated record set and shall incorporate any amendments to PHI in a designated record set in accordance with 45 CFR §164.526 and in accordance with any process mutually agreed to by the parties.

13.9. Accounting. Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to an individual’s request for an accounting of disclosures of their PHI in accordance with 45 CFR §164.528. Business Associate agrees to make available to Covered Entity the information needed to enable Covered Entity to provide the individual with an accounting of disclosures as set forth in 45 CFR §164.528.

13.10. DHHS Access to Books, Records, and Other Information. Business Associate shall make available to the U.S. Department of Health and Human Services (“DHHS”), its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity for purposes of determining the Covered Entity’s compliance with HIPAA.

13.11. Individual Authorizations; Restrictions. Covered Entity will notify Business Associate of any limitation in its notice of privacy practices, any restriction to the use or disclosure of PHI that Covered Entity has agreed to with an individual and of any changes in or revocation of an authorization or other permission by an individual, to the extent that such limitation, restriction, change, or revocation may affect Business Associate’s use or disclosure of PHI.

13.12. HITECH Act Compliance. Covered Entity and Business Associate agree to comply with the amendments to HIPAA included in the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”), including all privacy and security regulations issued under the HITECH Act that apply to Business Associate.

13.13. Breach; Termination; Mitigation. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate’s obligations under this Section 13, Covered Entity and Business Associate shall take any steps reasonably necessary to cure such breach and make Business Associate comply, and, if such steps are unsuccessful, Covered Entity may terminate this Agreement. Business Associate shall take reasonable actions available to it to mitigate any detrimental effects of such violation or failure to comply.

13.14. Return of PHI. Business Associate agrees that upon termination of this Agreement, and if feasible, Business Associate shall (a) return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, that Business Associate has continued to maintain in any form or manner and retain no copies of such information or, (b) if such return or destruction is not feasible, immediately notify Covered Entity of the reasons return or destruction are not feasible, and extend indefinitely the protection of this Section 13 to such PHI and limit further uses and disclosures to those purposes that make the return or destruction of the PHI not feasible.

13.15. De-identified Health Information. Business Associate may de-identify any and all PHI and may create a “Limited Data Set” in accordance with 45 C.F.R. § 164.514(b) & (e). Covered Entity acknowledges and agrees that de-identified information is not PHI and that Business Associate may use such de-identified information for any lawful purpose. Use or disclosure of a Limited Data Set must comply with 45 CFR 164.514(e).

13.16. Survival. All representations, covenants, and agreements in or under this Section 13 shall survive the execution, delivery, and performance of this Agreement.

13.17. Further Assurances; Conflicts. Each party shall in good faith execute, acknowledge or verify, and deliver any and all documents which may from time to time be reasonably requested by the other party to carry out the purpose and intent of this Section 13. The terms and conditions of this Section 13 will override and control any expressly conflicting term or condition of the Agreement. All non-conflicting terms and conditions of the Agreement shall remain in full force and effect. Any ambiguity shall be resolved in a manner that will permit Covered Entity to comply with HIPAA. For the avoidance of doubt, a limitation on liability in the Agreement does not conflict with this Section 13.

13.18. Applicable Law. The parties acknowledge and agree that HIPAA may be amended and additional guidance or regulations implementing HIPAA may be issued after the date of the execution of this Agreement and may affect the parties’ obligations hereunder. The parties agree to take such action as is necessary to amend this Agreement from time in order as is necessary for Covered Entity to comply with HIPAA.

By signing below, the Customer acknowledges and agrees to those terms and conditions. The person signing below represents and warrants that she or he has the authority to bind the Customer to those terms and conditions.

Customer
Signature:
_________________________________________________
Name: ___________________________________________
Title: ____________________________________________
Company: ________________________________________
Company Address: _________________________________
Date: ____________________________________________
37 South Lake Tahoe Fire Dept
Quote No: Q-56947 Version: 2
v.4 – 2021-08-26 Page 10 of 10
ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824-4105
Federal ID# 04-2711626
Phone: (800) 348-9011
Fax: (978) 421-0015
Email: [email protected]
38 v.11-2022 Page 1 of 17

ZOLL ONE PROGRAM

MASTER AGREEMENT
This ZOLL ONE PROGRAM MASTER AGREEMENT, including all attachments attached hereto and hereby made a part hereof (“Master Agreement”), is entered into by and between ZOLL Medical Corporation, a Massachusetts corporation with its principal place of business at 269 Mill Road, Chelmsford, MA 01824 (“Lessor”), and South Lake Tahoe Fire Department (“Lessee”). This agreement will be effective upon the date of last signature (“Effective Date”).

1. MASTER AGREEMENT; SCHEDULES. Lessor hereby leases to Lessee and Lessee leases from Lessor the equipment (“Equipment”) described in any Equipment Schedule executed from time to time by Lessor and Lessee, the form of which is attached as Exhibit A hereto (the “Schedule” or “Schedules”), upon the terms and conditions set forth in this Master Agreement and the Schedules. In addition to leasing the Equipment, Lessor will also provide Lessee with RescueNet® CaseReview pursuant to the terms and conditions of the ALS/BLS Software Solutions Master Application Service Provider Agreement attached as Exhibit B hereto (the “ASP Agreement”). In the event of any conflict between the terms and conditions contained in this Master Agreement and the terms and conditions contained in the ASP Agreement, the terms and conditions in Exhibit B shall control.

2. TERM. The initial term of this Master Agreement shall be ten (10) years (“Term”) commencing and concurred as set forth by the Rental Term (defined hereinafter) for the first Schedule that applies to this Master Agreement. However, no termination by the Lessee of this Master Agreement shall be effective with respect to any Schedule until the expiration or termination of such Schedule and the satisfaction by Lessee of all of its obligations hereunder with respect thereto.

3. RENT; LATE CHARGES. As rent for the Equipment, Lessee agrees to pay the amounts specified in the applicable Schedule on the due dates specified therein (“Rent”). If any part of any Rent payment or other amount due under this Master Agreement is not paid within five (5) days of its due date, Lessee agrees to pay Lessor a charge for every month after the first month in which the amount is late to compensate Lessor for the inability to reinvest the amount, which charge is stipulated and liquidated at 1.5% of the delayed amount per month (or the lesser rate that is the maximum rate allowable under applicable law) in addition to the unpaid amount.

4. NON-CANCELABLE; WAIVER OF DEFENSES TO PAYMENT. Lessee agrees that it has an absolute and unconditional obligation to pay all Rent and other amounts when due. Lessee is not entitled to abate, reduce or recoup Rent or any other amount due, or to set off any charge against any such amount for any reason whatsoever. Lessee hereby waives any recoupment, crossclaim, counterclaim, or any other defense at law or in equity to any Rent payment or other amount due with respect to any Schedule, whether any such defense arises out of this Master Agreement. There is no “test period” for Equipment that would delay acceptance or the commencement of any Schedule term.

5. EQUIPMENT RETURN REQUIREMENTS. Upon expiration or earlier termination of this Master Agreement or an applicable Schedule, Lessee shall either (a) return the Equipment in accordance with this Section or (b) purchase the Equipment at the Fair Market Value as set forth in Section 8, in which case right, title and interest shall transfer to Lessee upon payment. In the event Lessee elects to return the Equipment to Lessor, such return must be made within sixty (60) days of the end of the applicable Rental Term or promptly upon Lessee receiving replacement Equipment, whichever occurs first. If Lessee fails to return Equipment to Lessor under the terms set forth in this section, then Lessee shall pay two times (2x) the monthly fee until the Equipment is received by Lessor. For all Equipment returned to Lessor, Lessee shall (a) remove any Lessee labels, tags or other non-factory markings on the Equipment and wipe clean or permanently delete all data contained on the Equipment, including, any data contained on internal or external drives, discs, or accompanying media, (b) pack the Equipment in accordance with the Lessor’s guidelines, and (c) deliver such Equipment to Lessor at any destination within the continental United States designated by Lessor. All dismantling, packaging, transportation, in-transit insurance and shipping charges shall be borne by Lessee. All Equipment shall be returned to Lessor in the same condition and working order as when delivered to Lessee, reasonable wear and tear excepted. The return of the Equipment shall constitute a full release by Lessee of any leasehold rights or possessory interest in the Equipment.

6. EQUIPMENT USE; MAINTENANCE AND ADDITIONS. Lessee shall, at all times during the applicable Rental Term (a) operate and maintain the Equipment in good working order, repair and condition, and in accordance with the manufacturer’s specifications and recommendations and, all applicable laws and regulations, and (b) purchase and use only accessories provided by Lessor for use with the Equipment. The ZOLL Worry-Free Service Plan described in Exhibit C is included in Rent. In the event of any conflict between the terms and conditions contained in this Master Agreement and the terms and conditions contained in Exhibit C (Worry-Free Service Plan), the terms and conditions in Exhibit C shall control. Lessee shall make no alterations or additions to the Equipment, except those that will not result in the creation of any security interest, lien or encumbrance on the Equipment or impair the value or use of the Equipment either at the time made or at the end of the Rental Term of the applicable Schedule, and that are readily removable without damage to the Equipment.

Any such alterations or additions may void the Worry-Free Service Plan. Additionally, Lessor shall not be responsible for any Equipment defect or failure of the Equipment to perform any specified function, or any other nonconformance of the Equipment caused by or attributable to (i) any modification of the Equipment by the Lessee without prior written approval of Lessor; (ii) the use of the Equipment with any associated or complementary equipment accessory or software not specified by Lessor; (iii) any misuse or abuse of the Equipment:
(iv) exposure of the Equipment to conditions beyond the environmental, power or operating constraints specified by Lessor; or (v) installation or wiring of the Equipment other than in accordance with Lessor’s instructions. EXCEPT FOR THE WARRANTY SET

FORTH IN LESSOR'S STANDARD PRODUCT WARRANTY, WITH RESPECT TO THE EQUIPMENT, IS EXCLUSIVE, AND

LESSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY, 39 v.11-2022 Page 2 of 17

INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE EQUIPMENT.

7. EQUIPMENT OWNERSHIP; LOCATION. Lessor is the sole owner of the Equipment and has sole title thereto. Lessee may not relocate any Equipment from the Equipment location specified in the applicable Schedule without the prior written consent of Lessor.

8. RISK OF LOSS AND INSURANCE. Lessee assumes any and all risk of loss or damage to the Equipment until such Equipment is returned to and received by Lessor in accordance with the terms and conditions of this Master Agreement. Lessee agrees to keep the Equipment insured at Lessee’s expense against all risks of loss from any cause whatsoever, including, without limitation, loss by fire (including extended coverage), theft and damage, in an amount not less than (a) the sum of all Rent and other amounts due and owing with respect to such Equipment for the duration of the applicable Rental Term, plus the estimated total retail price that would be paid for such Equipment in an arm’s length transaction (“Fair Market Value”) as of the actual date the Schedule expires or is terminated, as applicable (“Stipulated Loss Value”) or (b) with respect to any other Equipment, the replacement value thereof. Lessee also agrees that it shall carry commercial general liability insurance in an amount not less than $5,000,000 total liability per occurrence. Lessee shall cause Lessor and its affiliates, and its and their successors and assigns, to be named loss payees with respect to property insurance and additional insureds with respect to commercial general liability insurance. Each policy shall provide that the insurance cannot be canceled without at least thirty (30) days’ prior written notice to Lessor. In the event of loss or claim, Lessee will be responsible for all deductibles and/or retentions.

All insurance required by this Master Agreement shall include a waiver of rights of recovery against Lessor and its insurers by the Lessee and its insurers, as well as a waiver of subrogation against Lessor and its insurers. All insurance required by this Master Agreement is primary and non-contributory to any other insurance maintained by Lessor. Lessee shall provide to Lessor (i) on or prior to the delivery date for each Schedule (“Delivery Date”), and from time to time thereafter throughout the Rental Term of each Schedule, certificates of insurance evidencing such insurance coverage, and (ii) upon Lessor’s request, copies of the insurance policies. If Lessee fails to provide Lessor with such evidence, then Lessor will have the right, but not the obligation, to purchase such insurance protecting Lessor at Lessee’s expense. Lessee’s expense shall include the full premium paid for such insurance and any customary charges, costs or fees of Lessor, including but not limited to deductibles and retentions in the event of loss. Lessee agrees to pay such amounts in substantially equal installments allocated to each Rent payment.

9. CASUALTY LOSS. Lessee shall notify Lessor of any condemnation, taking, loss, destruction, theft or damage beyond repair of Equipment (“Casualty Loss”) or repairable damage to any Equipment not later than five (5) days following the date of any such occurrence.

In the event any Casualty Loss shall occur, on the next Rent payment date Lessee shall pay Lessor the Stipulated Loss Value of the Equipment suffering the Casualty Loss. In the event of any repairable damage to any Equipment, the Rental Term shall continue with respect to such Equipment without any abatement of Rent and Lessee shall at its expense cause such Equipment to be repaired to the condition it is required to be maintained in pursuant to Section 5 not later than thirty (30) days from the date of the occurrence.

10. INSPECTION. Lessor and Lessor’s agents shall have the right, from time to time, with prior notice to Lessee, during Lessee’s normal business hours, and without disruption to Lessee’s operations, to enter the premises where the Equipment is located for the purpose of inspecting the Equipment.

11. TAXES. Lessor shall report and pay all license and registration fees and all taxes, fees, levies, imposts, duties, assessments, charges and withholdings of any similar nature, however designated (including, any value added, transfer, sales, use, gross receipts, business, occupation, excise, personal property, real property, stamp or other taxes) (“Taxes”) now or hereafter imposed or assessed by governmental body, agency or taxing authority upon the purchase, ownership, delivery, installation, leasing, rental, use or sale of the Equipment, the Rent or other charges payable hereunder, or otherwise upon or in connection with any Schedule, whether assessed on Lessor or Lessee, other than any such Taxes required by law to be reported and paid by Lessee (“Lessee Taxes”). Lessee shall within ten (10) days of receipt of invoice reimburse Lessor for all such Lessee Taxes paid by Lessor, together with any penalties or interest in connection therewith attributable to Lessee’s acts or failure to act, excluding: (a) Lessee Taxes on or measured by the overall gross or net income of Lessor, (b) as to any Schedule or the related Equipment, Lessee Taxes attributable to the period after the return of such Equipment to Lessor, and (c) Lessee Taxes imposed as a result of a sale or other transfer by Lessor of any portion of its interest in any Schedule or in any Equipment, except for a sale or other transfer to Lessee or a sale or other transfer occurring after and during the continuance of any Lessee Default.

12. GENERAL INDEMNITY. To the extent permitted by applicable law, Lessee shall indemnify, defend, and hold harmless Lessor, its employees, officers, directors, agents and assignees from and against any and all claims arising out of or in connection with any matter involving this Master Agreement, the Equipment, or any Schedule.

13. TAX BENEFIT INDEMNITY. Lessor and Lessee agree that Lessor is entitled to certain federal, state and local tax benefits available to an owner of Equipment (collectively, “Tax Benefits”). Lessee represents, warrants, and covenants to Lessor that (a) all Equipment will be used solely within the United States; and (b) Lessee will take no position inconsistent with the assumption that Lessor is the owner of the Equipment for federal, state, and local tax purposes. If, due to any act or omission of Lessee or any party acting through Lessee, or the breach or inaccuracy of any representation, warranty or covenant of Lessee contained the Master Agreement, Lessor reasonably determines that it cannot claim, is not allowed to claim, loses or must recapture any or all of the Tax Benefits otherwise available with respect to the Equipment subject to any Schedule (a “Tax Loss”), then Lessee shall, promptly upon demand pay to Lessor an amount sufficient to provide Lessor the same after-tax rate of return and aggregate after-tax cash flow through the end of the then-applicable Rental Term of such Schedule that Lessor would have realized but for such Tax Loss except where the Lessor would not be entitled to such Tax Benefits.

14. LIMITATION OF LIABILITY. LESSEE EXPRESSLY AGREES THAT LESSOR SHALL NOT BE LIABLE UNDER ANY

THEORY OF RECOVERY, WHETHER BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY),

UNDER WARRANTY, OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER; DAMAGE TO OR LOSS OF PROPERTY OR EQUIPMENT; LOSS OF PROFITS OR REVENUE; LOSS 40 v.11-2022 Page 3 of 17
OF USE OF LESSEE'S MATERIAL, EQUIPMENT OR SYSTEMS; INCREASED COSTS OF ANY KIND, INCLUDING BUT NOT LIMITED TO CAPITAL COST, OR CLAIMS OF CUSTOMERS OF LESSEE. LESSEE EXPRESSLY AGREES THAT THE

REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND THAT UNDER NO CIRCUMSTANCES SHALL THE TOTAL

AGGREGATE LIABILITY OF LESSOR UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), UNDER WARRANTY, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO LESSOR UNDER THIS MASTER AGREEMENT. THE PROVISIONS OF THIS SECTION SHALL PREVAIL OVER ANY CONFLICTING OR INCONSISTENT PROVISIONS SET FORTH ELSEWHERE IN THIS MASTER AGREEMENT.

15. LESSEE REPRESENTATIONS AND COVENANTS. Lessee represents, warrants and covenants to Lessor that as of the date of this Master Agreement and for so long as this Master Agreement shall remain in effect: (a) all Equipment will be used by properly trained representatives of Lessee; (b) Lessee is duly organized and validly existing under applicable law in its jurisdiction of formation; (c) Lessee has the power and authority to enter into this Master Agreement; (d) the execution, delivery and performance of the Master Agreement by Lessee have been duly authorized; (e) the execution, delivery and performance of the Master Agreement by Lessee do not (1) conflict with any of Lessee’s organizational documents, (2) contravene, conflict with, constitute a default under or violate any laws applicable to the Lessee, (3) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any governmental authority by which Lessee or any of its subsidiaries or any of their property or assets may be bound or affected or (4) require any action by, filing, registration, or qualification with, or governmental approval from, any governmental authority not already obtained or completed; (f) the Master Agreement is enforceable against Lessee in accordance with its terms and such terms do not violate or create a default under any instrument or agreement binding on Lessee; (g) as of the date of its execution of this Master Agreement and as of the Delivery Date of any Equipment, there are no pending or threatened actions or proceedings before any court, administrative agency or other governmental authority related to this Master Agreement or the power or authority of Lessee to enter into this Master Agreement; (h) Lessee shall comply with the requirements of all applicable laws and regulations; (i) the Master Agreement shall be effective against all creditors of Lessee under applicable law, including fraudulent conveyance and bulk transfer laws, and shall raise no presumption of fraud; (j) all financial statements and other related information furnished by Lessee shall fairly present Lessee’s financial position as of the dates given on such statements; (k) Lessee’s name set forth in the signature block below is Lessee’s full and accurate legal name; (l) Lessee’s form and jurisdiction of organization, “location” (within the meaning of UCC Section 9-307), organization number and federal tax identification number are as set forth on Exhibit D hereto. Lessee agrees to provide Lessor advance written notice of any change in any of the representations and covenants set forth in clauses (g) through (l) of this Section 15.

16. FORCE MAJEURE. If the performance of any obligation under this Agreement by Lessor is prevented, restricted, or interfered with by reason of war, civil commotion, disruption in the supply chain, acts of public enemies, blockade, embargo, strikes, any law, order, proclamation, regulation, ordinance, demand, or requirement having a legal effect of any government or any judicial authority or representative of any such government, which is beyond the reasonable control of the Lessor, then the Lessor shall, upon giving prior written notice to the Lessee, be excused from such performance to the extent of such prevention, restriction, or interference, provided that the Lessor shall use reasonable commercial efforts to avoid or remove such causes of non-performance and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. The Lessor shall not be in default if any delay or failure to perform any obligation hereunder is caused by events beyond such party’s control.

17.DEFAULT. Any of the following shall constitute a default by Lessee under this Master Agreement and all Schedules: (a) Lessee fails to pay any Rent payment or any other amount payable to Lessor under this Master Agreement or any Schedule on the date due; or (b) Lessee defaults on or breaches any of the other terms and conditions of the Master Agreement or any Schedules; or (c) any representation or warranty made by Lessee in the Master Agreement proves to be incorrect, false or misleading when made or deemed made; or (d) any change occurs in relation to the business, management, ownership or financial condition of Lessee or any guarantor of all or any portion of Lessee’s obligations under the Master Agreement or any Schedule (“Guarantor”) that would have a material adverse effect on Lessee’s ability to perform its obligations under this Master Agreement or any Schedule or Guarantor’s ability to perform its obligations under its guaranty; or (e) Lessee or Guarantor dissolves or otherwise terminates its existence, ceases to do business or becomes insolvent or fails generally to pay its debts as they become due; or (f) any Equipment is levied against, seized or attached; or (g) Lessee or Guarantor makes an assignment for the benefit of creditors; or (h) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency or receivership law is filed by or against Lessee or Guarantor (and, if such proceeding is involuntary, it is not dismissed within sixty (60) days after the filing thereof) or Lessee or Guarantor takes any action to authorize any of the foregoing matters; or (i) any letter of credit or guaranty issued in support of a Schedule is revoked, breached, cancelled or terminated (unless consented to in advance in writing by Lessor); or (j) any Guarantor fails to fulfill its obligations in favor of Lessor pursuant to its guaranty; or (k) Lessee merges or consolidates with any other corporation or entity, or sells, rents or disposes of all or substantially all of its assets without the prior written consent of Lessor (each a “Lessee Default”).

18. REMEDIES. If a Lessee Default occurs, Lessor may, in its sole discretion, exercise one or more of the following remedies: (a) declare all amounts due and to become due in the current year under any or all Schedules to be immediately due and payable; (b) terminate this Master Agreement or any Schedule; (c) take possession of, or render unusable, any Equipment wherever such Equipment may be located, without demand or notice and without any court order or other process of law, and no such action shall constitute a termination of any Schedule; (d) require Lessee to deliver the Equipment to a location specified by Lessor or allow Lessor access to retrieve such Equipment; (e) terminate any other agreement that Lessor may have with Lessee; or (f) exercise any other right or remedy available to Lessor at law or in equity. To the extent permitted by law, Lessee shall pay Lessor all costs and expenses that Lessor may incur to maintain, safeguard or preserve the Equipment, and other expenses incurred by Lessor in enforcing any of the terms, conditions or provisions of this Master Agreement (including legal fees and collection agency costs). Upon repossession or surrender of any Equipment, Lessor may rent, sell or otherwise dispose of the Equipment in a commercially reasonable manner, with or without notice and at public or private sale, and apply the net proceeds thereof to the amounts owed to Lessor hereunder. Any proceeds of any sale or rent of such Equipment in excess of the 41 v.11-2022 Page 4 of 17
amounts owed to Lessor hereunder shall be retained by Lessor. Lessee agrees that with respect to any notice of a sale required by law to be given, ten (10) days’ notice shall constitute reasonable notice. Upon payment of all past due Rent and the Stipulated Loss Value together with interest at the rate of 1.5% per month (or such lesser rate as is the maximum rate allowable under applicable law) from the date declared due until paid, Lessor will transfer to Lessee all of Lessor’s interest in the Equipment for which such Rent and Stipulated Loss Value has been paid, which transfer shall be on an “AS IS, WHERE IS” basis, without any warranty, express or implied, from Lessor, other than the absence of any liens or claims by or through Lessor. With respect to any exercise by Lessor of its right to recover and/or dispose of any Equipment, Lessee acknowledges and agrees as follows: (1) Lessor shall have no obligation, subject to the requirements of commercial reasonableness, to clean-up or otherwise prepare the Equipment for disposition, (2) Lessor may comply with any applicable state or Federal law requirements in connection with any disposition of the Equipment, and any actions taken in connection therewith shall not be deemed to have adversely affected the commercial reasonableness of any such disposition, and (3) Lessor may convey the Equipment on an “AS IS, WHERE IS” basis, and without limiting the generality of the foregoing, may specifically exclude or disclaim any and all warranties, including any warranty of title or the like with respect to the disposition of the Equipment, and no such conveyance or such exclusion or such disclaimer of any warranty shall be deemed to have adversely affected the commercial reasonableness of any such disposition. These remedies are cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise and may be enforced concurrently or separately from time to time.

19. TRUE LEASE; SECURITY INTEREST. LESSEE WAIVES ANY AND ALL RIGHTS AND REMEDIES OTHERWISE GRANTED TO LESSEE BY UCC §§2A-508 THROUGH 2A-522 AS DEEMED APPLICABLE. If and to the extent that this Master Agreement is deemed a security agreement, Lessee hereby grants to Lessor, its successors and assigns, a security interest in all of Lessee’s rights under and interest in the Equipment, all additions to the Equipment, and all proceeds of the foregoing. Such security interest secures all obligations owing by Lessee to Lessor. Lessee authorizes Lessor and any assignee of all or any portion of Lessor’s interest in the Master Agreement (“Assignee”) to file UCC financing statements disclosing Lessor’s or Assignee’s interest in the Equipment and in any “Additional Collateral” set forth in any Schedule. Lessee shall provide Lessor with at least forty-five (45) days’ prior written notice of any change to Lessee’s principal place of business, organization or incorporation.

20. ASSIGNMENT. Lessee shall not transfer, sublease, or assign any of its rights or obligations under the Master Agreement or any schedule.

21. TERMINATION. The Lessor may terminate this Agreement or any Schedule with thirty (30) days’ prior written notice, if the Lessee fails to meet its obligations under this Agreement or any Schedule, such as failure to make payments when due. The thirty (30) day period following the written notice shall serve as cure period and if such failure of Lessee to meet its obligations is not cured during this time, then this Agreement or any applicable Schedule shall be immediately terminated pursuant to Sections 4 and 5 of this Agreement.

22. NOTICES. All notices required or permitted to be given under this Master Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or mailed via certified mail or a nationally recognized overnight courier service to the respective addresses set forth on Exhibit D hereto (or such other address or fax number as either party shall so notify the other).

23. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. This Master Agreement and each Schedule shall be governed by the internal laws (as opposed to conflicts of law provisions) of the Commonwealth of Massachusetts. Lessor and Lessee consent to the jurisdiction of any local, state or Federal court located within the Commonwealth of Massachusetts and waive any objection relating to improper venue or forum non-conveniens to the conduct of any proceeding in any such court. Lessee and lessor hereby expressly waive its right to a jury trial with respect to any action in connection with this Master Agreement.

24. CREDIT REVIEW AND ASSURANCES. Lessee consents to credit reviews by Lessor. Lessee agrees to promptly execute and deliver to Lessor such further documents and take such further action as Lessor may reasonably request in order to carry out the intent and purpose of this Master Agreement more effectively. Without limiting the generality of the foregoing, Lessee agrees (i) to furnish to Lessor from time to time, its certified financial statements, officer’s certificates and appropriate resolutions, opinions of counsel and such other information and documents as Lessor may reasonably request, and (ii) to execute and timely deliver to Lessor any documents that Lessor deems reasonably necessary under applicable law to perfect or protect Lessor’s security interest in the Equipment or to evidence Lessor’s ownership interest therein as the case may be; provided, however, that Lessee authorizes Lessor to file any such financing statement or any amendment or continuation thereof or other document without Lessee’s authentication to the extent permitted by applicable law; provided, however, Lessor agrees to file a release or termination of any such financing statement within thirty (30) days after the end of the total term for such Equipment. It is also agreed that Lessor or Lessor’s agent may, and is hereby authorized to, file as a financing statement, any rent document (or copy thereof, where permitted by law) that Lessor deems appropriate to perfect or protect Lessor’s security interest in the Equipment or to evidence Lessor’s ownership interest therein, at Lessor’s cost and expense; provided, however, Lessor agrees to file a release or termination with respect to such financing statement or rent document within thirty (30) days after the end of the total term for such Equipment.

25. ENTIRE AGREEMENT; AMENDMENTS. This Master Agreement and all attachments including all Schedules together constitute the entire agreement between Lessor and Lessee relating to the leasing of the Equipment, and supersedes all prior agreements relating thereto, whether written or oral, and may not be amended or modified except in a writing signed by the parties hereto.

26. NO WAIVER. Any failure of Lessor to require strict performance by Lessee, or any written waiver by Lessor of any provision hereof, shall not constitute consent or waiver of any other breach of the same or any other provision hereof.

27.INVALIDITY. If any provision of this Master Agreement shall be prohibited by or invalid under law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Master Agreement and any such Schedule.
42 v.11-2022 Page 5 of 17

28. COUNTERPARTS. This Master Agreement may be executed in counterparts, and, when so executed, each counterpart shall be deemed to be an original and such counterparts together shall constitute one and same instrument. The original of each Schedule shall constitute chattel paper for purposes of the UCC. If there are multiple originals of a Schedule, the one marked “Lessor’s Copy” or words of similar import shall constitute the only chattel paper.

29. SURVIVAL. All obligations of Lessee to make payments to, or to indemnify, Lessor and all rights of Lessor shall survive the cancellation or termination of this Master Agreement.

IN WITNESS WHEREOF, Lessee and Lessor have executed this Master Agreement on the dates specified below.

LESSEE: South Lake Tahoe Fire Department LESSOR: ZOLL MEDICAL CORPORATION By: By:

Name:

Title:

Name:

Title:

Date: Date:
43 v.11-2022 Page 6 of 17

EXHIBIT A

FORM OF EQUIPMENT SCHEDULE
Internal Reference Number:Q-56947 V:1
MASTER AGREEMENT SCHEDULE – No. 1
ZOLL Medical Corporation (“Lessor”) and South Lake Tahoe Fire Department (“Lessee”) are parties to the Master Agreement. This Master Agreement Schedule (which shall be identified by the Counterpart Number specified above) and the Master Agreement together comprise a separate Lease between the parties. The terms and conditions of the Master Agreement are hereby incorporated by reference into this Schedule. All capitalized terms used in this Schedule without definition have the meanings ascribed to them in the Master Agreement.

1. LEASE SCHEDULE.

A. Description of Items of Leased Equipment are listed in Exhibit 1 hereto.

B. Rental Term: 120 Months

2. Rent Amount: $43,558.09/Annually starting Net 30 days (excluding any applicable taxes) Payments reflect a down payment of $100,000 due Net 30.

Amount is payable: in arrears: [ ] monthly [ ] quarterly X annually (check one) Lessee shall pay Lessor the Rent payment specified above for the length of the Rental Term within thirty (30) days after the delivery of the Equipment and monthly, quarterly or annually as set forth above, thereafter on the same date or on the last day of the calendar month if the month does not contain the same Delivery Date.

As used herein, “Replacement Period” shall mean the first 60 months of the Rental Term. Prior to the expiration of the Replacement Period, Lessee shall have the option to elect a one-time replacement of all the Equipment in a category. The replacement devices will be of the same configuration, in new condition and will be the same or newer platform. For example, if Lessee has leased ten defibrillators and ten ventilators, Lessee may elect to replace all ten defibrillators and all ten ventilators, all ten defibrillators and no ventilators or no defibrillators and all ten ventilators, but Lessee shall not be permitted to replace five defibrillators and/or five ventilators. If Lessee replaces Equipment, a second allotment of accessories and disposables will be provided, in the same quantity as the original Schedule, within ninety (90) days of the end of the Replacement Period. If accessories or disposables are not on the original quote and applicable Schedule, then the Lessee shall be financially responsible for new accessories and/or disposables.

For subsequent Equipment Schedules placed for new orders under the Master Agreement (“Subsequent Schedules”), the Replacement Period for such Subsequent Schedules will be adjusted to align with the end of the Replacement Period for the first Master Agreement Schedule. For example, if the Rental Term of the first Schedule is from 01/2025 to 12/2034, then the Replacement Period for such Schedule would expire on 12/2029. If a Subsequent Schedule is entered into with a Rental Term from 05/2027 to 12/2034 because it would be coterminous with the Master Agreement and the Replacement Period for such Subsequent Schedule would still expire on 12/2029 (i.e., the Replacement Period expiration date aligns with the first Schedule). No Subsequent Schedules shall be granted under the Master Agreement after the Replacement Period ends.

3. LEASE PACKAGE:

Lessee will return the Equipment under this program as set forth in Section 5 of the Master Agreement at the expiration or earlier termination of the Rental Term, whichever occurs first.

4. EQUIPMENT LOCATION:

Equipment location shall be as set forth on Attachment 1 of this Schedule.

5. LESSEE’S END-OF-LEASE-TERM.

Fair Market Value. This program package is structured as a Fair Market Value agreement. Upon expiration of the Rental Term, provided that the associated Schedule has not been terminated early by Lessor or Lessee is in accordance with the terms set forth in the Master Agreement, Lessee may purchase all (but not less than all) of the Equipment, for the Fair Market Value as set forth in Section 8 of the Master Agreement (plus all applicable Taxes), which amount shall be due and payable on or before the last day of the applicable Rental Term. If the Lessee fails to return the Equipment, Lessee shall be liable to return the Equipment in accordance with Section 5 of the Master Agreement. In the event Lessor and Lessee are unable to agree on the Fair Market Value of any Equipment, Lessor may (a) select an independent appraiser in its sole discretion to conclusively determine such amount with the cost of the appraiser paid by Lessor or (b) terminate the Schedule and request Lessee to return Equipment in accordance with Section 5 of the Master Agreement.

LESSOR AGREES TO LEASE TO LESSEE AND LESSEE AGREES TO LEASE FROM LESSOR THE EQUIPMENT DESCRIBED IN ATTACHMENT 1 OF THIS SCHEDULE. SUCH LEASE WILL BE GOVERNED BY THE MASTER AGREEMENT AND THIS SCHEDULE, INCLUDING THE TERMS AND CONDITIONS SET FORTH ABOVE. IN THE EVENT OF ANY CONFLICT 44 v.11-2022 Page 7 of 17

BETWEEN THE TERMS OF THIS SCHEDULE AND THE MASTER AGREEMENT, THE TERMS OF THIS SCHEDULE SHALL GOVERN.

IN WITNESS WHEREOF, Lessee and Lessor have executed this Master Agreement Schedule on the dates specified below.

LESSEE: South Lake Tahoe Fire Department LESSOR: ZOLL MEDICAL CORPORATION By: By:

Name:

Title:

Name:

Title:

Date: Date:
45 v.11-2022 Page 8 of 17
ATTACHMENT 1 OF SCHEDULE

EQUIPMENT LIST
Part Number QTY Product Description Address Where Equipment is Located 601-2231111-01 6 X Series Advanced Monitor/Defibrillator - 12-Lead ECG, Pacing, SpO2, SpCO, EtCO2, BVM,
NIBP, CPR Expansion Pack
8900-0400 1 CPR Stat-padz HVP Multi-Function CPR Electrodes - 8 pair/case 8300-000208 1 Microstream Advance Adult-Pediatric Intubated CO2 Filter Line, Short Term Use, Box of 25
8300-000200 1 Microstream Advance Adult Oral-Nasal CO2 Filter Line With O2 Tubing, Short Term Use,
Box of 25
8000-001128 6 Accuvent Flow Tube (Box of 10)
8000-0895 6 Cuff Kit with Welch Allyn Small Adult, Large Adult and Thigh Cuffs 8000-001392 6 Masimo rainbow® RC-4 - 4FT, Reusable EMS Patient Cable 8000-000371 6 rainbow® DCI® SpO2/SpCO/SpMet Adult Reusable Sensor with connector (3 ft)
8000-0580-01 12 Six Hour Rechargeable, SurePower II Smart Battery 8300-0500-01 3 SurePower 4 Bay Charging System including 4 Battery Charging adapters
8000-000876-01 1 Paper, Thermal, w/Grid, BPA Free (Box of 6) 8000-000393-01 6 X Series Carry Case, Premium
8900-0004 1 4 ECG electrodes/pouch (120 pouches / 480 electrodes) 8900-0006 1 6 ECG electrodes/pouch (100 pouches / 600 electrodes) 8900-0810-01 6 Pedi-padz II Pediatric Multi-Function Electrodes 8707-000503-01 6 X Series Clear Plastic Display Protector 8778-89044-WF 6 X Series - Worry-Free Service Plan
8400-110045 6 CaseReview Premium Subscription, R Series and X Series, Hosted
7800-0414-61 6 LP 15 12-Lead Version 4 Trade In Allowance 46 v.11-2022 Page 9 of 17

EXHIBIT B
ALS/BLS Software Solutions Master Application Service Provider Agreement

1. Schedules. Lessor shall provide to Lessee the ASP Services, Implementation Services and Support Services identified in any Schedule under the ZOLL One Program Master Agreement (“Master Agreement”) in accordance with the terms of this ALS/BLS Software Solutions Master Application (“ASP Agreement”). ASP Services are further defined in Section 2. Implementation Services are further defined in Section 3. Support Services are further defined in Section 4. The ASP Services, Implementation Services, and Support Services are each, and are collectively, “Services.” The terms and conditions set forth in this ASP Agreement shall only apply to Equipment leased under the associated Schedule and the Master Agreement. For the sake of clarity, these terms and conditions do not apply to any Lessor patient care reporting software, which would be purchased under a separate agreement.

2. ASP Services. “ASP Services” means the hosting and maintenance of Lessorsoftware, as modified, updated, and enhanced (the “Underlying Software”), for remote electronic access and use by Registered Users on the website with a unique URL to be provided by Lessor to Lessee (the “Lessor Site”) in substantial conformity with the instructions for use, documentation and users manuals from time-to-time provided by Lessor (the “Documentation”), as listed in any Schedule for such services and before that Schedule has expired or been terminated in accordance with the Master Agreement. Lessee acknowledges that the ASP Services are only compatible with Lessor equipment that has been enabled and configured for use with the ASP Services in accordance with the Documentation and only with the browser and other technical environment that supports the use of the ASP Services in accordance with the Documentation.

2.1. Provision of ASP Services. Subject to the terms and conditions of the Master Agreement, Lessor will use commercially reasonable efforts to make the ASP Services available to Lessee and Lessee’s employees, directors, principals, partners, consultants and agents authorized to use ASP Services on behalf of Lessee and registered through the Lessor Site for such use (“Registered Users”) through the Lessor Site over normal network connections in accordance with the Documentation, excepting downtime due to necessary maintenance and troubleshooting. Lessee, not Lessor, shall be responsible for controlling Registered Users and protection of confidentiality of its login identifications and passwords. Lessee acknowledges that (i) it is responsible for maintaining its interface and connectivity to the ASP Services and (ii) any facilities used for provision of the ASP Services may be owned or operated by Lessor, or a Lessor affiliate or a third party, or any combination of such facilities, as determined by Lessor. Lessee acknowledges that Lessor may modify and upgrade the ASP Services, on an ongoing basis, to improve or adapt the ASP Services. Without limiting the foregoing, Lessor will have the right, in its sole discretion, to develop, provide and market new, upgraded or modified ASP Services to Lessee, including adding, removing or modifying the functionality or features of the ASP Services accessible by Registered Users. Lessor will use commercially reasonable efforts to notify Lessee within a reasonable period of time prior to the implementation of such changes so that Lessee is reasonably informed of alterations to the ASP Services that will affect the ASP Services and Lessee’s use of them. Notwithstanding anything to the contrary in the Master Lessor may cease providing any ASP Services upon at least six months advance notice to Lessee.

2.2. Access Software. Subject to the terms and conditions of this ASP Agreement, Lessor grants to Lessee, during the Term, a non-exclusive, non-transferable, non-sublicensable license for Registered Users to access and use the ASP Services using the Lessor software that Registered Users may download at the Lessor Site to access the ASP Services, as modified, updated and enhanced (the “Access Software”), each as made available to Lessee through the Lessor Site, solely for Lessee’s internal business purposes and solely in accordance with the Documentation. Access Software and Underlying Software are, collectively, the “Software.”

2.3. Restrictions. Lessee shall not, and shall not permit any third party to: (a) use, reproduce, modify, adapt, alter, translate or create derivative works from the ASP Services, Software or Documentation; (b) merge the ASP Services, Software or Documentation with other software or services; (c) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer or allow access to the ASP Services, Software or the Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to alter or derive the Source Code for the ASP Services or Software; (e) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the ASP Services, Software or Documentation; or (f) otherwise use or copy the ASP Services, Software or Documentation in any manner not expressly permitted by the Master Agreement. Lessee agrees not to use the ASP Services in excess of its authorized login protocols. Lessee shall immediately notify Lessor of any unauthorized use of Lessee’s login ID, password or account or other breach of security. If Lessee becomes aware of any actual or threatened activity contemplated by the restrictions on use set forth in this section, Lessee will, and will cause Registered Users to, immediately take all reasonable measures necessary to stop the activity or threatened activity and to mitigate the effect of such activity including: (i) discontinuing and limiting any improper access to any data; (ii) preventing any use and disclosure of improperly obtained data; (iii) destroying any copies of improperly obtained data that may have been made on their systems; (iv) otherwise attempting to mitigate any harm from such events; and (v) immediately notifying Lessor of any such event so that Lessor may also attempt to remedy the problem and prevent its future occurrence.

2.4. Service Level Targets.

2.4.1. Downtime. “Downtime,” expressed in minutes, is any time the ASP Services are not accessible to Registered Users.

2.4.2. Planned Downtime. “Planned Downtime” is Downtime during which ASP Services may not be available in order for Lessor to continue to provide commercially reasonable services, features and performance to its customers. Planned Downtime includes, but not limited to: (a) Standard Maintenance; and (b) Emergency Maintenance. “Standard Maintenance” is performed when upgrades or system updates are desirable. “Emergency Maintenance” is performed when a critical system update must be applied quickly to avoid significant Downtime. Standard Maintenance may be performed weekly on Monday and Wednesday between the hours of 7 p.m. to 11 p.m. in Broomfield, Colorado. Lessor will provide Lessee with notice at least 24 hours in advance of Standard Maintenance.

2.4.3. Excused Downtime. “Excused Downtime” time is Downtime caused by: (a) services, software or hardware provided by anyone or any entity other than Lessor, (b) software, services or systems operating outside of a Lessor Site, including any software or systems operating on a Lessee’s premises (including Lessor software); (c) a Force Majeure Event or (d) Lessee's failure to comply with its obligations under the Master Agreement or use of the ASP Services in ways that were not intended.

2.4.4. Unplanned Downtime. Unplanned Downtime in a calendar month is expressed as a percentage calculated as follows:
(Downtime - (Planned Downtime + Excused Downtime)) x 100 = x %, where “x” is Unplanned Downtime. Total number of minutes in the calendar month

2.4.5. Unplanned Downtime Goal. Lessor endeavors to provide the ASP Services such that there is less than 1% of Unplanned Downtime in a calendar month (the “Unplanned Downtime Goal”). The ASP Services covered by the Unplanned Downtime Goal are those for which Lessee has paid all Fees when due and is using in the course of carrying out its normal business operations in accordance with this ASP Agreement and the Master Agreement.

2.4.6. Revocation of Administrative Rights. Notwithstanding anything to the contrary in this ASP Agreement, Lessor may revoke administrative rights, including database access rights, if the use of any such rights results in Downtime.

2.4.7. Lessee Content; Security.

2.4.7.1. Lessee Content. As between Lessor and Lessee, Lessee will retain all right, title and interest in and to all data, information or other content provided by Lessee in its use of the ASP Services (“Lessee Content”); provided, however, that Lessor may de-identify Lessee Content and use it for any lawful purpose not prohibited by HIPAA.
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2.4.7.2. Security. Subject to Lessee’s obligations under this ASP Agreement, Lessor will implement commercially reasonable security measures within the ASP Services in an attempt to prevent unlawful access to Lessee Content by third parties. Such measures may include, where appropriate, use of updated firewalls, commercially available virus screening software, logon identification and passwords, encryption, intrusion detection systems, logging of incidents, periodic reporting, and prompt application of current security patches and virus definitions.

2.4.7.3. Retention of Lessee Content. Although Lessor will use commercially reasonable efforts to maintain the integrity of the Lessee Content, to back up the Lessee Content, and to provide full and ongoing access to the ASP Services, loss of access to the ASP Services and loss of Lessee Content may occur.

Lessee will be responsible for compliance with all records retention requirements applicable to Lessee. Lessor will not be responsible for any loss, corruption of or inaccessibility of the Lessee Content due to interruption in the ASP Services or otherwise arising out of circumstances not within Lessor’s control.

2.4.7.4. Availability of Lessee Content. It is Lessee’s responsibility to maintain any Lessee Content that it requires for archival purposes, ongoing management of its operations and compliance with applicable records retention requirements. Unless specified otherwise in the Master Agreement, Lessor will store Lessee Content, other than Inactive Lessee Content as defined below (the “Active Lessee Content”), in Lessor’s working data set until the earlier of (i) five years (calculated from the date of creation of such Lessee Content, or Lessor’s receipt of such Lessee Content, whichever is later) or (ii) the expiration or termination of this ASP Agreement or the Schedule under which such Active Lessee Content was stored (the “Active Retention Period”). Upon the expiration of the Active Retention Period, Lessor will notify Lessee in writing and will provide Lessee the option, which Lessee shall exercise by informing Lessor in writing, within 30 days of receiving the notice, that either (a) Lessee wishes to receive Active Lessee Content in a database determined by Lessor in its sole and absolute discretion (a “Database”), or (b) Lessee will pay Lessor, at Lessor’s then-current storage rates and upon Lessor’s then-current terms and conditions, to continue to store the Active Lessee Content. If Lessee fails to exercise one of the foregoing options within such 30-day period, Lessor will have the right to destroy the Active Lessee Content. During the time Lessor stores Lessee Content for Lessee hereunder, Lessor may periodically identify Lessee Content that has had no activity associated with it for at least 180 days (“Inactive Lessee Content”) and will notify Lessee in writing of its intent to remove the Inactive Lessee Content from Lessor’s working data set and destroy such data, unless Lessee requests, in writing, within 30 days of receiving the notice from Lessor, that either (z) Lessee wishes to receive the Inactive Lessee Content in a Database, or (y) Lessee will pay Lessor, at Lessor’s then-current storage rates and upon Lessor’s then-current terms and conditions, to continue to store such Inactive Lessee Content. If Lessee fails to exercise one of the foregoing options within such 30- day period, Lessor will have the right to destroy the applicable Inactive Lessee Content in its possession or under its control. Except for this Section 3.4.7.4, the terms of Section 3.4 (including, without limitation, the Unplanned Downtime Goal) do not apply to Lessee’s access of Inactive Lessee Content. Lessee represents, warrants and agrees that it (A) is solely responsible for determining the retention period applicable to it with respect to Lessee Content maintained by Lessor; (B) has consulted with or has had the opportunity to consult with legal, information governance or records management professionals; and (C) is not relying upon Lessor to assist with determining the records maintenance or retention requirements applicable to it.

2.4.8. Modifications. Changes to this Section 2.4 may be made from time to time at Lessor’s sole discretion. Lessee will be notified of any such changes that are material.

3. Implementation Services. Lessor shall provide ASP Services implementation, training and any related services identified in a Schedule (the “Implementation Services”). Lessee shall, in a timely manner and at its own expense, cooperate and provide or make available to Lessor access to the Lessee’s premises, systems, telephone, terminals and facsimile machines and all relevant information, documentation and staff reasonably required by Lessor to enable Lessor to perform the Implementation Services. Lessee acknowledges that any time frames or dates for completion of the Implementation Services set out in a Schedule are estimates only and the ability to meet them is influenced by a range of factors including, without limitation, response times and level of cooperation of Lessee. Any obligations as to time are therefore on a “reasonable efforts” basis only and Lessor shall not be liable for failure to meet time frames or completion dates unless solely due to Lessor’s gross negligence.

4. Support Services. Lessor shall provide the following Support Services for ASP Services, except that Lessor will have no obligation to provide such Support Services if any payments are past due.

4.1. Support.

4.1.1. Emergency Support. Lessor shall provide telephone support to Lessee for 24 hours a day, 7 days a week, to address Errors that prevent Lessee from using Supported ASP Services for a purpose for which Lessee has an immediate and material need. “Supported ASP Services” means the ASP Services for which Lessee has paid the then-current Fees. “Supported Environment” means a browser and other technical environment that supports the use of the ASP Services in accordance with the Documentation. “Error” means a reproducible defect in the Supported ASP Services when operated in accordance with the Documentation in a Supported Environment that causes the Supported ASP Services not to operate substantially in accordance with such Documentation.

4.1.2. Technical Support. Lessorshall provide telephone support to Lessee during 6 a.m. to 6 p.m. Eastern Time, Monday to Friday, excluding Lessor holidays (“Business Hours”) to address all other Errors relating to any Supported ASP Services. Such telephone support will include (i) clarification of functions and features of the Supported ASP Services; (ii) clarification of the Documentation; (iii) guidance in operation of the Supported ASP Services; (iv) assistance in identifying and verifying the causes of suspected Errors in the Supported ASP Services; and (v) advice on bypassing identified Errors in the Supported ASP Services, if reasonably possible. Responses to such reporting shall be provided at a minimum within twenty-four (24) hours during Business Hours.

4.1.3. Resolution. Lessor shall use commercially reasonable efforts to provide a modification or workaround to Supported ASP Services that resolves an Error in all material respects (“Resolution”).

4.1.4. Expenses. Support Services provided hereunder shall be provided from Chelmsford, Massachusetts or Broomfield, Colorado, as determined in Lessor’s sole discretion. Should Lessee request that Lessor send personnel to Lessee’s location to resolve any Error in the Supported ASP Services, Lessor may charge Lessee a fee of $2,500 for each day Lessor personnel is at Lessee’s location.

4.1.5. Exceptions. Lessor shall have no responsibility under this ASP Agreement to fix any Errors arising out of or related to the following causes: (a) Lessee’s modification or combination of the Access Software (in whole or in part), (b) use of the Supported ASP Services in an environment other than a Supported Environment; or (c) accident; unusual physical, electrical or electromagnetic stress; neglect; misuse; failure or fluctuation of electric power, air conditioning or humidity control; failure of media not furnished by Lessor; excessive heating; fire and smoke damage; operation of the Supported ASP Services with other media and hardware, software or telecommunication interfaces; or causes other than ordinary use. Any corrections performed by Lessor for such Errors shall be made, in Lessor’s reasonable discretion, at Lessor’s then-current time and material charges. Lessor will provide the Support Services only for the most current release and the one immediately preceding major release of any Access Software. Notwithstanding anything to the contrary in the Master Agreement, (i) Lessor may cease providing Support Services for any ASP Services upon at least six (6) months advance notice to Lessee of such cessation and (ii) Support Services do not cover Third Party Products or Services (defined below).

4.2. Conditions and Limitations. Lessee shall provide Lessor with access to Lessee’s personnel and its equipment. This access must include the ability to remotely access the equipment on which the Supported ASP Services are operating and to obtain the same access to the equipment as those of Lessee’s employees having the highest privilege or clearance level. Lessor will inform Lessee of the specifications of the remote access methods available and associated software needed, and Lessee will be responsible for the costs and use of said equipment. Fees for third party software and services are set by the owner of such software.

5. Warranties.

5.1. Implementation Services and Support Services. Subject to Lessee being current with its payments under the Master Agreement, any Implementation Services or Support Services provided to Lessee will be performed with due care in a professional and workmanlike manner. Lessor shall perform the Implementation Services or Support Services again if Lessor was unsuccessfully in completing the Implementation Services and/or Support Services. Lessee 48 v.11-2022 Page 11 of 17
shall notify the Lessor in writing within thirty (30) days following performance of the unsuccessful Implementation Services or Support Services, specifying the nature of the unsuccessful services in reasonable detail.

5.2. ASP Services and Access Software. Subject to the Lessee being current with payments under the Master Agreement, Lessor states with respect to any ASP Services that (i) Lessor has the right to license the Access Software and Documentation and make the ASP Services available to Lessee pursuant to this ASP Agreement and (ii) the ASP Services, when used as permitted and in accordance with the Documentation, will materially conform to the Documentation.

Lessor does not warrant that Lessee’s use of the ASP Services will be error free or uninterrupted. Lessee will notify Lessor in writing of operating issues with respect to any ASP Services prior to the expiration or termination of the associated Schedule for such ASP Services. If Lessor is unable to provide a correction or workaround pursuant to the terms governing the provision of the ASP Services after using commercially reasonable efforts, Lessor may terminate such Schedule upon written notice to Lessee. Any such correction or workaround shall not extend the term of such Schedule. This Section 5.2 sets forth Lessee’s exclusive remedy, and Lessor’s entire liability, for operating issues for the ASP Services contained herein.

5.3. Warranty Disclaimers. The remedies for the Software and Services are solely and expressly as set forth in Section 5.1 and Section 5.2 and are expressly qualified, in their entirety, by this Section 5.3. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.1 AND SECTION 5.2, (A) THE SOFTWARE AND SERVICES ARE PROVIDED STRICTLY “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, WRITTEN OR ORAL; (B) LESSOR DOES NOT PROMISE THAT THE SOFTWARE OR SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE OR THAT THEY ARE SUITABLE FOR THE PARTICULAR NEEDS OF CUSTOMER, REGISTERED USERS OR ANY THIRD PARTY;

AND (C) LESSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE IN TRADE. CUSTOMER ACKNOWLEDGES THAT IT HAS RELIED ON NO

WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS ASP AGREEMENT, AND THAT NO WARRANTIES ARE MADE BY ANY OF LESSOR’S LICENSORS OR SUPPLIERS WITH RESPECT TO THIRD PARTY PRODUCTS OR SERVICES. Lessee acknowledges and agrees that, in entering into this ASP Agreement, it has not relied upon the future availability of any new or enhanced feature or functionality, or any new or enhanced product or service, including, without limitation, updates or upgrades to Lessor’s existing products and services. Lessor’s performance obligations hereunder are limited to those expressly enumerated herein, and payment for Lessor’s performance obligations shall be due as described herein.

6. Confidentiality. Neither party will use any trade secrets, information, or other material, tangible or intangible, that relates to the business or technology of the other party and is marked or identified as confidential or is disclosed in circumstances that would lead a reasonable person to believe such information is confidential (“Confidential Information”) for any purpose not expressly permitted by this ASP Agreement, and will further disclose the Confidential Information of the party disclosing it (“Disclosing Party”) only to the employees or contractors of the party receiving it (“Receiving Party”) who have a need to know such Confidential Information for purposes of this ASP Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. The ASP Services, Software and Documentation shall be Lessor’s Confidential Information (including without limitation any routines, subroutines, directories, tools, programs, or any other technology included in the Software), notwithstanding any failure to mark or identify it as such. The Receiving Party’s obligations under this Section 7 with respect to any Confidential Information of the Disclosing Party will terminate when and to the extent the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) necessary for the Receiving Party to enforce its rights under this ASP Agreement in connection with a legal proceeding; or (ii) required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such disclosure in writing prior to making such disclosure and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such disclosure.

7. Indemnification.

7.1. By LESSOR. Lessor will defend, at its own expense, any action against Lessee or its or any of its agents, officers, director, or employees (“Lessee Parties”) brought by a third party alleging that any Software or Services infringe any U.S. patents or any copyrights or misappropriate any trade secrets of a third party, and Lessor will pay those costs and damages finally awarded against the Lessee Parties in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Lessee: (a) notifying Lessor promptly in writing of such claim or action; (b) giving Lessor sole control of the defense thereof and any related settlement negotiations; and (c) cooperating with Lessor and, at Lessor’s request and expense, assisting in such defense. If any of the Software or Services become, or in Lessor’s opinion is likely to become, the subject of an infringement claim, Lessor may, at its sole option and expense, either: (i) procure for Lessee the right to continue using such Software or Services; (ii) modify or replace such Software or Services with substantially similar software or services so that such Software or Services becomes noninfringing; or (iii) terminate this ASP Agreement, in whole or in part. Notwithstanding the foregoing, Lessor will have no obligation under this Section 7.1 or otherwise with respect to any infringement claim based upon: (1) use of any of the Software or Services not in accordance with this ASP Agreement; (2) any use of any Software or Services in combination with products equipment, software, services or data not supplied by Lessor if such infringement would have been avoided but for the combination with other products, equipment, software, services or data; (3) the failure of Lessee to implement any replacements, corrections or modifications made available by Lessor for any Software or Services including, but not limited to, any use of any release of the Software other than the most current release made commercially available by Lessor; (4) any Lessee Content; or (5) any modification of any Software or Services or use thereof by any person other than Lessor or its authorized agents or subcontractors. This Section 8 states Lessor’s entire liability and the exclusive remedy for any claims of infringement.

7.2. By Lessee. Lessee shall indemnify, defend and hold Lessor and its agents, officers, directors and employees (the “Lessor Parties”) harmless from and against any and all liabilities, losses, expenses, damages and claims (collectively, “Claims”) that arise out of the following except to the extent the Claims are due to the gross negligence, intentional misconduct or breach of this ASP Agreement by the Lessor Parties: (i) information provided to any of the Lessor Parties by any of the Lessee Parties; (ii) any of the Lessee Parties’ use or misuse of any of the Software or Services, including without limitation in combination with Lessee’s software or services or third party software or services; (iii) any modifications made by any of the Lessee Parties to any of the Software or Services; (iv) infringement by any of the Lessee Parties of any third party intellectual property right; (v) Taxes (other than taxes based on Lessor’s net income) and any related penalties and interest, arising from the payment of the Fees or the delivery of the Software and Services to Lessee; and (ix) any violation of laws or regulations, including without limitation applicable export and import control laws and regulations in the use of any of the Software or Services, by any of the Lessee Parties.

8. Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT WILL LESSOR OR ITS AFFILIATES,

SUBCONTRACTORS OR SUPPLIERS, OR ANY OF THEIR OFFICERS OR DIRECTORS, BE LIABLE, EVEN IF ADVISED OF THE POSSIBILITY, FOR: (i) SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), (ii) LOSS OF PROFIT, DATA, BUSINESS OR GOODWILL, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR (iii) ANY LOSSES, COSTS OR DAMAGES ASSOCIATED WITH CUSTOMER’S PRODUCTS OR OTHER ELEMENTS INCORPORATED OR USED THEREWITH WHICH WERE NOT PROVIDED BY LESSOR OR WITH RESPECT TO ANY MODIFICATIONS MADE TO THE SOFTWARE OR SERVICES OR MISUSE OF THE SOFTWARE OR SERVICES. 49 v.11-2022 Page 12 of 17
LESSOR’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR

OTHERWISE, WILL NOT EXCEED THE PRO-RATED PORTION AMOUNT PAID TO LESSOR BY CUSTOMER FOR THE SOFTWARE AND SERVICES PROVIDED UNDER THIS ASP AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. Lessee acknowledges that these limitations reflect the allocation of risk set forth in this ASP Agreement and that Lessor would not enter into this ASP Agreement without these limitations on its liability. Lessee agrees that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. The remedies in this ASP Agreement are Lessee’s sole and exclusive remedies. In addition, Lessor disclaims all liability of any kind of Lessor’s licensors and suppliers, for third party products or services, and for the actions or omissions of Lessee’s representatives.

9. Ownership. All right, title and interest, including but not limited to all existing or future copyrights, trademarks, service marks, trade secrets, patents, patent applications, know how, moral rights, contract rights, and proprietary rights, and all registrations, applications, renewals, extensions, and combinations of the foregoing, in and to the following are the exclusive property of Lessor (or, as the case may be, its subsidiaries, licensors and suppliers): (i) ASP Services, Software, Documentation, and all proprietary technology used by Lessor to perform its obligations under this ASP Agreement; (ii) all software, tools, routines, programs, designs, technology, ideas, know-how, processes, techniques and inventions that Lessor makes, develops, conceives or reduces to practice, whether alone or jointly with others, in the course of performing the Services; (iii) the fully compiled version of any of the foregoing software programs that can be executed by a computer and used without further compilation (the “Executable Code”); (iv) the human readable version of any of the foregoing software programs that can be compiled into Executable Code (the “Source Code”); and (v) all enhancements, modifications, improvements and derivative works of each and any of the foregoing (the “Lessor Property”). If any derivative work is created by Lessee from the Software or Services, Lessor shall own all right, title and interest in and to such derivative work. Any rights not expressly granted to Lessee hereunder are reserved by Lessor.

10. Term and Termination.

10.1. Term. The term of this ASP Agreement (“Term”) begins on the effective date of the associated Schedule incorporating this ASP Agreement and continues until it is terminated. The term of each associated Schedule begins on the effective date of such Schedule and continues until it expires or is terminated.

10.2. Termination. Either party may terminate this ASP Agreement without cause upon thirty (30) days’ prior written notice to the other party. Either party may terminate this ASP Agreement if the other party materially defaults in the performance of any of its obligations hereunder and fails to cure such default within twenty (20) days after written notice from the non-defaulting party. This ASP Agreement may not extend beyond the term of the associated Schedule.

10.3. Effects of Termination. Upon expiration or termination of this ASP Agreement for any reason: (a) all amounts, if any, owed to Lessor for ASP Service or the associated Schedule that has expired or been terminated (the “Expired or Terminated Document”) before such termination or expiration will become immediately due and payable; (b) Lessee’s right to access the ASP Services, and all licensed rights granted, in the Expired or Terminated Document will immediately terminate and cease to exist; and (c) Lessee must (i) promptly discontinue all use of any ASP Services provided under the Expired or Terminated Document (ii) erase all copies of Access Software, if any, from Lessee’s computers and the computers of its customers and return to Lessor or destroy all copies of such Access Software and related Documentation on tangible media in Lessee’s possession and (iii) return or destroy all copies of the Documentation in Lessee’s possession or control; (d) each party shall promptly discontinue all use of the other party’s Confidential Information disclosed in connection with the Expired or Terminated Document and return to the other party or, at the other party’s option, destroy, all copies of any such Confidential Information in tangible or electronic form.

11. General Provisions.

11.1. Compliance with Laws. Lessee shall comply with all applicable laws and regulations, and obtain required authorizations, concerning its use of the ASP Services, including without limitation if applicable all export and import control laws and regulations. Lessee will not use any ASP Services for any purpose in violation of any applicable laws. Lessor may suspend performance if Lessee violated applicable laws or regulations.

11.2. Audits and Inspections. Upon written request from Lessor, Lessee shall furnish Lessor with a certificate signed by, at least, Vice President level executive of Lessee stating that the ASP Services are being used strictly in accordance with the terms and conditions of this ASP Agreement. During the Term and for a period of six months following the termination or expiration of this ASP Agreement, upon prior written notice, Lessor will have the right, during normal business hours, to inspect, or have an independent audit firm inspect, Lessee’s records relating to Lessee’s use of the ASP Services to ensure it is in compliance with the terms of this ASP Agreement.

11.3. Assignments. Assignment terms are set forth in the Master Agreement and shall also apply to this ASP Agreement.

11.4. U.S. Government End Users. If Lessee is a branch or agency of the United States Government, the following provision applies. The Software and Documentation are composed of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R.

12.212 (SEPT 1995) and are (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202 1 (JUN 1995) and 227.7202 3 (JUN 1995).

11.5. Notices. All notices, consents, and approvals under this ASP Agreement shall be the same terms as set forth in the Master Agreement.

11.6. Governing Law and Venue; Waiver of Jury Trial. This ASP Agreement will be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts without reference to its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this ASP Agreement. Any action or proceeding arising from or relating to this ASP Agreement shall be brought in a federal or state court in the Commonwealth of Massachusetts, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.

Each party hereby knowingly, voluntarily, and intentionally waives any right it may have to a trial by jury in respect of any litigation arising out of or in connection with this agreement.

11.7. Remedies. Except as otherwise expressly provided in this ASP Agreement, the parties’ rights and remedies under this ASP Agreement are cumulative.

Lessee acknowledges that the Software and Services are built on valuable trade secrets and proprietary information of Lessor, that any actual or threatened breach hereof will constitute immediate, irreparable harm to Lessor for which monetary damages would be an inadequate remedy, and that Lessor will be entitled to injunctive relief for such breach or threatened breach. Lessee further agrees to waive and hereby waives any requirement for the security or the posting of any bond in connection with such remedies. Such remedies shall not be considered to be the exclusive remedies for any such breach or threatened breach but shall be in addition to all other remedies available at law or equity to Lessor.

11.8. Waivers. Any waiver or failure to enforce any provision of this ASP Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.9. Severability. If any provision of this ASP Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this ASP Agreement will continue in full force and effect. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this ASP Agreement, and this ASP Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

11.10. Independent Contractors. The parties are entering into, and will perform, this ASP Agreement as independent contractors. Nothing in this ASP Agreement will be construed to make either party the agent of the other for any purpose whatsoever, to authorize either party to enter into any contract or assume any obligation on behalf of the other or to establish a partnership, franchise or joint venture between the parties.

11.11. Third Parties. If Lessee engages a third-party provider (“Third Party Provider”) to deliver products or services, including without limitation software, integrated into or receiving data from or accessing the ASP Services (“Third Party Products or Services”), Lessee represents, warrants and agrees that: (i) Lessee is solely responsible for any amounts owed to Third Parties Provider, (ii) Lessor shall have no liability, and makes no representation, with respect to 50 v.11-2022 Page 13 of 17
such Third Party Products or Services; and (iii) the Third Party Provider shall not be an agent of Lessor. To the extent the ASP Services or Software contains software owned by a third party for which Lessor has a license agreement with a third party, the ASP Services and Software and all rights granted hereunder are expressly limited by and subject to any license agreements Lessor may have for such software.

11.12. Force Majeure. Neither party shall be liable for failure of performance hereunder arising out of causes beyond such party’s reasonable control and without such party’s fault or negligence, including, but not limited to, failure of its suppliers to timely deliver acceptable parts or services, any act or omission of Lessee that interferes with or impedes Lessor’s performance hereunder, acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures (a “Force Majeure Event”).

11.13. Amendment; No Third-Party Beneficiaries; Survival. This ASP Agreement may not be amended or changed, or any provision hereof waived except in writing signed by both parties. Any different or additional terms in any purchase order, confirmation or similar form issued or otherwise provided by Lessee but not signed by an authorized representative of Lessor shall have no force or effect. There are no third-party beneficiaries of this ASP Agreement. Those provisions of this ASP Agreement that may be reasonably interpreted as surviving termination of this ASP Agreement or the survival of which is necessary for the interpretation or enforcement of this ASP Agreement shall continue in full force and effect in accordance with their terms notwithstanding the termination hereof including, but not limited to, Section 6 (Confidentiality), Section 7 (Indemnification), Section 8 (Limitation on Liability), Section 9 (Ownership), Section

10.3 (Effects of Termination) and Section 11 (General Provisions). This ASP Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.

12. HIPAA. This Section 12 applies if and to the extent that Lessor creates, receives, maintains or transmits, directly or indirectly, any protected health information of Lessee (“PHI”) in the course of providing Software or Services to Lessee. Capitalized terms used but not defined in this Section 12 have the meanings assigned to them elsewhere in the ASP Agreement or, if not defined therein, as defined in the Health Insurance Portability and Accountability Act of 1996 (P.L. 104 191), 42 U.S.C. Section 1320d, et seq., and regulations promulgated thereunder, as amended from time to time (such statute and regulations collectively referred to as “HIPAA”). “Covered Entity” as used herein means Lessee. “Business Associate” as used herein means Lessor. The purpose of this Section 12 is to comply with 45 C.F.R. §164.502(e) and §164.504(e), governing PHI and business associates under HIPAA

12.1. Applicability. This Section 12 applies if and to the extent that Business Associate creates, receives, maintains or transmits, directly or indirectly, any PHI in the course of providing Software or Services to Covered Entity.

12.2. Compliance and Agents. Business Associate agrees that, to the extent it has access to PHI, Business Associate will fully comply with the requirements of this Section 12 with respect to such PHI. Business Associate will ensure that every agent, including a subcontractor, of Business Associate to whom it provides PHI received from, or created or received by Business Associate on behalf of, Covered Entity will comply with the same restrictions and conditions as set forth herein.

12.3. Use and Disclosure; Rights. Business Associate agrees that it shall not use or disclose PHI except as permitted under this ASP Agreement, and in compliance with each applicable requirement of 45 CFR Section 164.504(e). Business Associate may use or disclose the PHI received or created by it, (a) to perform its obligations under this ASP Agreement, (b) to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Master Agreement, or (c) to provide data aggregation functions to Covered Entity as permitted by HIPAA. Further, Business Associate may use the PHI received by it in its capacity as Business Associate, if necessary, to properly manage and administer its business or to carry out its legal responsibilities. Business Associate may disclose the PHI received by it in its capacity as Business Associate to properly manage and administer its business or to carry out its legal responsibilities if: (a) the disclosure is required by law, or (b) the Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it is disclosed to the person and the person notifies Business Associate of any instances of which it is aware that the confidentiality of the information has been breached. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under HIPAA if done by Covered Entity.

12.4. Safeguards. Business Associate agrees to develop, document, use, and keep current appropriate procedural, physical, and electronic safeguards, as required in 45 C.F.R. §§164.308 - 164.312, sufficient to prevent any use or disclosure of electronic PHI other than as permitted or required by this ASP Agreement.

12.5. Minimum Necessary. Business Associate will limit any use, disclosure, or request for use or disclosure to the minimum amount necessary to accomplish the intended purpose of the use, disclosure, or request.

12.6. Report of Improper Use or Disclosure. Business Associate shall report to Covered Entity any information of which it becomes aware concerning any use or disclosure of PHI that is not permitted by this ASP Agreement and any security incident of which it becomes aware. Business Associate will, following the discovery of a breach of “unsecured protected health information,” as defined in 45 C.F.R. § 164.402, notify Covered Entity of such breach within 15 days. The notice shall include the identification of each individual whose unsecured protected health information has been or is reasonably believed by Business Associate to have been, accessed, acquired, or disclosed during such breach. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of this ASP Agreement.

12.7. Individual Access. In accordance with an individual’s right to access to his or her own PHI in a designated record set under 45 CFR §164.524 and the individual’s right to copy or amend such records under 45 CFR §164.524 and §164.526, Business Associate shall make available all PHI in a designated record set to Covered Entity to enable the Covered Entity to provide access to the individual to whom that information pertains or such individual’s representative.

12.8. Amendment of and Access to PHI. Business Associate shall make available for amendment PHI in a designated record set and shall incorporate any amendments to PHI in a designated record set in accordance with 45 CFR §164.526 and in accordance with any process mutually agreed to by the parties.

12.9. Accounting. Business Associate agrees to document such disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to an individual’s request for an accounting of disclosures of their PHI in accordance with 45 CFR §164.528. Business Associate agrees to make available to Covered Entity the information needed to enable Covered Entity to provide the individual with an accounting of disclosures as set forth in 45 CFR §164.528.

12.10. DHHS Access to Books, Records, and Other Information. Business Associate shall make available to the U.S. Department of Health and Human Services (“DHHS”), its internal practices, books, and records relating to the use and disclosure of PHI received from or created or received by Business Associate on behalf of, Covered Entity for purposes of determining the Covered Entity’s compliance with HIPAA.

12.11. Individual Authorizations; Restrictions. Covered Entity will notify Business Associate of any limitation in its notice of privacy practices, any restriction to the use or disclosure of PHI that Covered Entity has agreed to with an individual and of any changes in or revocation of an authorization or other permission by an individual, to the extent that such limitation, restriction, change, or revocation may affect Business Associate’s use or disclosure of PHI.

12.12. HITECH Act Compliance. Covered Entity and Business Associate agree to comply with the amendments to HIPAA included in the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”), including all privacy and security regulations issued under the HITECH Act that apply to Business Associate.

12.13. Breach; Termination; Mitigation. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate’s obligations under this Section 12, Covered Entity and Business Associate shall take any steps reasonably necessary to cure such breach and make Business Associate comply, and, if such steps are unsuccessful, Covered Entity may terminate this ASP Agreement. Business Associate shall take reasonable actions available to it to mitigate any detrimental effects of such violation or failure to comply. 51 v.11-2022 Page 14 of 17

12.14. Return of PHI. Business Associate agrees that upon termination of this ASP Agreement, and if feasible, Business Associate shall (a) return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity, that Business Associate has continued to maintain in any form or manner and retain no copies of such information or, (b) if such return or destruction is not feasible, immediately notify Covered Entity of the reasons return or destruction are not feasible, and extend indefinitely the protection of this Section 12 to such PHI and limit further uses and disclosures to those purposes that make the return or destruction of the PHI not feasible.

12.15. De-identified Health Information. Business Associate may de-identify any and all PHI and may create a “Limited Data Set” in accordance with 45 C.F.R. § 164.514(b) & (e). Covered Entity acknowledges and agrees that de-identified information is not PHI and that Business Associate may use such deidentified information for any purpose not prohibited by HIPAA. Use or disclosure of a Limited Data Set must comply with 45 CFR 164.514(e).

12.16. Survival. All representations, covenants, and agreements in or under this Section 12 shall survive the execution, delivery, and performance of this ASP Agreement.

12.17. Further Assurances; Conflicts. Each party shall in good faith execute, acknowledge or verify, and deliver any and all documents which may from time to time be reasonably requested by the other party to carry out the purpose and intent of this Section 12. The terms and conditions of this Section 12 will override and control any expressly conflicting term or condition of the Master Agreement. All non-conflicting terms and conditions of the Master Agreement shall remain in full force and effect. Any ambiguity shall be resolved in a manner that will permit Covered Entity to comply with HIPAA. For the avoidance of doubt, a limitation on liability in the Master Agreement does not conflict with this Section 12.

12.18. Applicable Law. The parties acknowledge and agree that HIPAA may be amended and additional guidance or regulations implementing HIPAA may be issued after the date of the execution of this ASP Agreement and may affect the parties’ obligations hereunder. The parties agree to take such action as is necessary to amend this ASP Agreement from time in order as is necessary for Covered Entity to comply with HIPAA. 52 v.11-2022 Page 15 of 17

EXHIBIT C
Worry-Free Service Plan

WORRY-FREE SERVICE PLAN
The following repair services are included under the Worry-Free Service Plan (“Worry-Free”). Should Equipment be deemed unrepairable, based on Lessor’s generally accepted technical support practices, replacement of such Equipment shall be the responsibility of Lessee.

1. Field Preventive Maintenance at Lessee’s facility, including:
• Provide documentation for regulatory agencies
• Manage and track Lessee’s Preventive Maintenance (“PM”) schedule • Test all device parameters
• Identify and/or troubleshoot potential issues and make recommendations • Troubleshoot device(s) and/or accessories under contract • Inspect battery chargers and review battery management as required

2. Telephone Support 24/7

3. General software updates

4. Free loaner equipment as determined by Lessor

5. Technical support for Equipment as described on the ZOLL website (https://www.zoll.com/contact/technical-support)

6. Waiver of shipping and handling fees

7. Waiver of Minimum Service Fee

8. Repair or replacement of parts within the charger that are subject to normal wear and burnout during normal use, including but not limited to, lamps, fuses, batteries, patient cables and accessories.

9. Repair or replacement, at Lessor’s sole option, at no charge to the Lessee, of the charger if it is affecting the integrity of the device.

10. SurePower chargers (parts and labor covered for normal wear and tear as determined by Lessor)

11. ECG 12-lead cable replacement upon failure, excluding physical damage, with one replacement per unit per year.

12. On-site device deployment when repaired unit is returned

13. Lithium-ion SurePower II Battery replacement (upon end of life), subject to the following:
• Batteries must be maintained per Lessor’s recommended maintenance program • Batteries are replaced upon failure, one for one, throughout the term of the Schedule, should the SurePower battery or SurePower Charger display a fault.
• Batteries must be evaluated, and the failure confirmed by Lessor Technical Support and/or an on-site field service technician. • Up to three batteries per device will be covered for batteries acquired from Lessor in the last 24 months. (When service plan purchased post-sale.)
• For batteries acquired from Lessor over twenty-four (24) months prior, one battery per device will be covered.

14. Accidental damage coverage. Includes one device outer housing replacement per year per device. Catastrophic damage beyond repair will not be covered. Lessor’s regular service charges shall apply if device is in need of a second outer housing replacement within twelve (12) months of previous outer housing replacement, providing device is still under this Worry-Free plan.

ON-SITE SUPPORT OPTION

15. On-site Support, including evaluation and packing of device for return to Lessor’s service depot • On-site Support – 48–72-hour response. Includes authorized on-site device repairs for all capital equipment included in Exhibit A, evaluation, packing of device for return to Lessor’s service depot. 53 v.11-2022 Page 16 of 17
• In the event of a reported device malfunction, the device should be made available to the Lessor’s Field Service Engineer (“FSE”) during the scheduled visit at one of the two centrally located stations. • A primary and back-up contact must be provided to the FSE for all communication. • Routine service inspections will be conducted on Lessee’s site during normal working hours (8.30am – 5.30pm EST, Monday – Friday).
• Outside of normal business hours, arrangements are available by request only. Lessor reserves the right to charge additional fees for such services, to be agreed between Lessor and Lessee.

16. The postponement of a routine service inspection shall not diminish Lessee’s responsibility for the continued proper use and upkeep of the equipment, in accordance with the applicable user manuals.

17. ECG 12-lead cable replacement upon failure, excluding physical damage, one replacement per unit per year 54 v.11-2022 Page 17 of 17

EXHIBIT D
Notice Information:

If to Lessor by mail to: If to Lessee:

ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824-4105
Attn: Contracts Department 214
If to Lessor by email to both:

[email protected]
All notices of a legal nature should also
be sent to:

By mailto:

ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824-4105
Attn: Office of General Counsel
By email to:

[email protected]
South Lake Tahoe Fire Department
2101 Lake Tahoe Blvd
South Lake Tahoe, CA 96150
Attn: Jim Drennan
Lessee’s Information:

Lessee hereby represents and warrants, as of the date of the Master Agreement and each Schedule (subject to any updates provided to Lessor):

1. The exact legal name of Lessee, as set forth in its formation documents, is [LEGAL NAME OF LESSEE COMPANY].

2. Lessee is a subdivision in the State of [STATE].

3. Lessee’s federal tax identification number is: [TAX ID NUMBER]. 55 MOVING CARE FORWARD
At ZOLL®, our goal is to help more rescuers save lives.

Our innovative products empower rescuers everywhere.
• X Series® Advanced
• AED Plus®, AED Pro®, ZOLL AED 3® BLS
• AutoPulse® Resuscitation System
• Z Vent®
• ResQCPR® System
• RescueNet® Live
• RescueNet® CaseReview

CHANGE WITH CONFIDENCE
Change is constant. It’s a sign of moving forward, but it can bring logistical challenges. We created the ZOLL XChange™ program to ease your adoption of new technologies. A team of experienced EMS professionals, IT specialists, and project managers provide transition services to help ensure a smooth conversion to ZOLL devices for your crews.
• Deployment and in-service support
• Project management

CLINICAL SUPPORT FOR PROVIDERS
We all share a common goal: to provide the highest
level of care. Whether you are interested in exploring
new technology or want to maximize the clinical utility of your ZOLL equipment, we have a program that’s
right for you — led by providers just like you.
• Outcomes-based clinical operations support
• Clinical Data Assistance program
• Clinical Roadways program
• Advanced Cardiac Resuscitation (ACR) program

DEDICATION BEYOND DELIVERY
Patient care is your top priority, so it’s essential to ensure that your lifesaving equipment is ready —
every time it’s needed. No surprises. No worrying.
• Accidental damage coverage
• Battery replacement
• On-site service
• Preventative maintenance
• Discounts on accessories
• Parameter upgrades
• 24-hour technical support line

YOUR BUDGET, YOUR WAY
We know that funding equipment can be challenging.

To help your agency maintain budget flexibility,
ZOLL One offers an alternative to traditional funding.
• Fixed payments for life of agreement
• Lower out-of-pocket cost
• Technology upgrades
• Additional discounts on disposables and accessories
• Capital budget relief
• Flexible options at end of agreement
• IT consultations
• ELearning
Copyright © 2022 ZOLL Medical Corporation. All rights reserved. ZOLL is a registered trademark of ZOLL Medical Corporation in the United States and/or other countries. All other trademarks are the property of their respective owners.

One Partner. One Plan.

One Payment.

ZOLL One is an all-inclusive program designed to simplify acquiring, managing, and protecting your resuscitation
equipment investment — now and in the future.
56 57
Resolution 2023-XXX August 8, 2023 Page 1 of 1
Resolution 2023-XXX
Adopted by the City of South Lake Tahoe
City Council
August 8, 2023
Authorizing Sole Source Purchase and Execution of Lease Agreement with Zoll Medical Corporation for six Cardiac Monitors and Amending the FY 2022- 23 Budget by Appropriating $147,000 into account 236 02262 46110

BACKGROUND
A. Our current fleet of Advanced Life Support (“ALS”) Cardiac Monitors is nearing end of lifespan and the Fire Department would like to replace with Zoll Medical Corporation monitors as they are the same model used by all other agencies and Barton Hospital.

B. Our current ALS cardiac monitors are not compatible with neighboring ALS providers.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe:

1. Authorizes the Fire Department to lease six Zoll Medical Corporation ALS Cardiac Monitors in a 10-year lease agreement under Sole Source purchasing provision.

2. Appropriates $147,000 from available Emergency Medical Services funds into EMS fund 236 02262 46110 for fiscal year 22/23.

Adopted by the City of South Lake Tahoe City Council on August 8, 2023 by the following vote:

Yes:

No:

Absent:

Abstain:
________________________ Date:_________
Mayor Cristi Creegan
Attest:
_________________________
Susan Blankenship, City Clerk
58 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: August 8, 2023
Agenda Item #:4
Agenda Item: Quitclaim U.S. Highway 50 - South Lake Tahoe Safety Project Utility Easements Executive Summary: Caltrans is performing easement acquisitions for the U.S. Highway 50 Safety Project. Two easements written in favor of the City as the beneficiary were recently recorded as a part of Caltrans right-of-way acquisition efforts. Caltrans determined the correct beneficiary of the two easements was the State of California. Caltrans has requested the City quit claim the incorrect easements allowing the completion of right-of-way easement acquisitions which will allow advertisement of the bid to construct the U.S. Highway 50 Safety Project.

Requested Action / Suggested Motions: Pass a Resolution approving an Easement Quitclaim Deed to remove City easement rights on APN 029-161-025 as described within the Easement Quitclaim Deed and authorizing the City Manager to sign the Quitclaim Deed.

Responsible Staff Member: Stan Hill, Engineering Manager, Emily Dougherty, Engineering Technician Reviewed and Approved By: Anush Nejad, Director of Public Works Susan Blankenship, City Clerk Olga Tikhomirova, Finance Director Heather Stroud, City Attorney Attachments:
01-Staff Report - Quitclaim Deed.docx
02-Resolution_CaltransQuitclaimRequest.docx
03-Quitclaim_Deed.pdf
59 Council Agenda Report- August 8, 2023 Page 1 of 2
City of South Lake Tahoe
Report to City Council
Meeting Date: August 8, 2023
Title: Quitclaim U.S. Highway 50 – South Lake Tahoe Safety Project Utility Easements Location: U.S. Highway 50 (AKA Lake Tahoe Blvd) South Y to Pioneer Trail Responsible Staff Member: Stan Hill, Engineering Manager/City Engineer Background: Following a highway safety audit on U.S. Highway 50 and State Route 89 in South Lake Tahoe, Caltrans initiated a highway safety project between the South Y and east Pioneer Trail. Project work is directed toward reducing risk to pedestrians and bicyclists along the highway corridor. Proposed safety improvements consist of filling in dark sections of the Lake Tahoe Blvd corridor with standard City decorative streetlights, safety lighting at critical locations, new pedestrian crossings with rapid flashing pedestrian crossing beacons, and a new traffic signal at the Johnson Blvd intersection.

The Caltrans highway safety project requires the acquisition of utility easements to provide the space for public improvements along the length of the highway right-of-way. Utility easements are being acquired by Caltrans for the proposed streetlights, electrical panels, conduit, and electrical handhole boxes. Caltrans Right-of-Way Division is providing all necessary resources and funding to acquire the easements, design the improvements, advertise, bid, and award the Project, pay all construction costs, and cover all construction management expenses.

Utility easements specific to the City’s decorative streetlights are written with the City as the beneficiary. Easement documents for the streetlights are first accepted by the City and then recorded by Caltrans. Following the completion of the project improvements, the decorative streetlights will become City property. In accordance with an approved streetlight maintenance agreement, the City will perform operations and maintenance (O&M) on the streetlights. The City is only responsible for O&M expenses on the City’s standard decorative streetlight. All other lighting and improvements will be owned, operated, and maintained by Caltrans.

Easements granted to the City must include documentation of the City’s acceptance of the easements before they can be recorded. Easement Acceptance procedures prevent the recording of unwanted easements that could include undesirable requirements and liability. Authorization to accept easements was assigned to the City Manager by resolution in 1972 (Resolution No. 1972- 37). Allowing the City Manager to accept easements on behalf of the City Council assists with the ability to quickly complete easement acquisitions by reducing the time-consuming administrative procedure that would be required if easement acceptance required a City Council action. The City Manager signed, and attested Easement Acceptance document is recorded concurrently with the easement Grant Deed.

60 Council Agenda Report- August 8, 2023 Page 2 of 2
Issue and Discussion: Caltrans has and continues to diligently acquire the utility easements needed for the U.S. Highway 50-South Lake Tahoe Safety Project. Unfortunately, two of the recorded easements should have been written in favor of the State of California but were mistakenly written in favor of the City. Caltrans has requested the City quitclaim the two erroneous recorded easements, a procedure that will remove the easements from the affected property title.

Although Resolution No. 1972-37 authorizes the City Manager to accept easements on behalf of the City Council, the City Manager was not given the authority to quitclaim easements. Therefore, the easement quitclaim must be authorized by the City Council. The proposed resolution attached to this staff report authorizes the quitclaim of two utility easements that were mistakenly written by the Caltrans Division of Right-of-Way as the City is the beneficiary. Following the easement quitclaim, Caltrans will complete the corrected easement documents with the State of California as the beneficiary and record the corrected easement documents.

Financial Implications: There are no financial implications.

Environmental Considerations: This is not a “project” subject to review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15378(b)(2) (continuing administrative activities).

Policy Implications: This action will advance the US 50 Safety Project for advertisement and construction and will provide safety benefits.
61 Resolution 2023-XXX August 8, 2023 Page 1 of 1
Resolution 2023-XXX
Adopted by the City of South Lake Tahoe
City Council
August 8, 2023
Quitclaim U.S. Highway 50 – South Lake Tahoe Safety Project Utility Easements

BACKGROUND
A. Utility easements drafted by Caltrans Division of Right-of-Way incorrectly cited the City of South Lake Tahoe as the beneficiary of the easement right.

B. Caltrans notified the City of South Lake, Public Works Department of the need to remove the incorrect easements from the affected private property title.

C. Removing unwanted easements from a property title requires the recording of an Easement Grant Deed Quitclaim Deed.

D. For City owned property, an easement Quitclaim Deed must be approved by City Council.

E. The City Manager, authorized under Resolution No. 1972-37, signed the Easement Acceptance document.

F. The City Manager will be the correct City official to sign the Deed Quitclaim upon approval by the City Council.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe:

1. Approves the Quitclaim Deed affecting two easements on property assigned APN 029-161-025 as described within Exhibit A of the attached Quitclaim Deed.

2. Authorizes the City Manager to sign the attached Quitclaim Deed.

Adopted by the City of South Lake Tahoe City Council on August 8, 2023, by the following vote:

Yes:

No:

Absent:

Abstain:
________________________ Date:_________
Cristi Creegan, Mayor
Attest:
________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
62 Space above this line for Recorder’s Use
Portion APN: 029-161-025
Parcel 38061-1 2 QC Form (003) 01/2023

THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE.

THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTIONS 6103 and 27383 OF THE CALIFORNIA GOVERNMENT CODE.

QUITCLAIM DEED District County Route Postmile Number
03 ED 50 79.9 038061-1 & 2
City of South Lake Tahoe, a body politic and municipal corporation of the State of California, hereinafter called GRANTOR, hereby releases and quitclaims to Kuldeep Singh Mand and Deepak Mand, husband and wife, as community property, hereinafter called GRANTEE, all right, title and interest in and to all that real property in the City of South Lake Tahoe, County of El Dorado, State of California, described as follows:

See Exhibit “A”, attached.

Dated:

By:

City of South Lake Tahoe, a
body politic and municipal
corporation of the State of
California
Joseph Irvin, City Manager
Recording Requested by and
when Recorded Return to:

City of South Lake Tahoe
Attn: City Clerk
1901 Lisa Maloff Way
South Lake Tahoe, CA 96150
City of South lake Tahoe
63 EXHIBIT “A”
PARCEL 038061-1
Parcel 038061-1 as described in that certain Grant of Utility Easement recorded June 6, 2023, in Document No. 2023-0015405, Official Records, El Dorado County Records, said parcel being more particularly described as follows, to wit:

A portion of Parcel One as said parcel is described in that certain Grant Deed recorded February 9, 2022, in Document No. 2022-0006506, Official Records, El Dorado County Records, said portion being described as follows:

COMMENCING at a 2 inch iron pipe with cap marking a point on the northerly line of Parcel 1, said point being the easterly terminus of that certain course having a bearing and distance of “South 89°20’03” East 1496.65 feet” as shown on that certain Parcel Map filed in Book 45 of Parcel Maps, at Page 115, El Dorado County Records, said point lying North 89°26'58" East 1496.13 feet from a 2 inch iron pipe with cap marking the westerly terminus of said certain course as shown on said map; THENCE leaving said northerly line North 62°48’39” East 1175.38 feet to a point on the southeasterly right of way line of State Highway 50, being the POINT OF BEGINNING; THENCE from said point of beginning leaving said southeasterly right of way line South 31°55'28" East

8.00 feet; THENCE North 58°56'51" East 8.00 feet; THENCE North 31°56'34" West

8.00 feet to a point on said southeasterly right of way line; THENCE along said southeasterly right of way line South 58°55’10” West 8.00 feet to the point of beginning.

PARCEL 038061-2
Parcel 038061-2 as described in that certain Grant of Utility Easement recorded June 6, 2023, in Document No. 2023-0015405, Official Records, El Dorado County Records, said parcel being more particularly described as follows, to wit:

A portion of Parcel Two as said parcel is described in that certain Grant Deed recorded February 9, 2022, in Document No. 2022-0006506, Official Records, El Dorado County Records, said portion being described as follows:

COMMENCING at a 2 inch iron pipe with cap marking a point on the northerly line of Parcel 1, said point being the easterly terminus of that certain course having a bearing and distance of “South 89°20’03” East 1496.65 feet” as shown on that certain Parcel Map filed in Book 45 of Parcel Maps, at Page 115, El Dorado County Records, said point lying North 89°26'58" East 1496.13 feet from a 2 inch iron pipe with cap marking the westerly terminus of said certain course as shown on said map; THENCE leaving said northerly line North 62°37’00” East 1237.04 feet to a point on the southeasterly right of way line of State Highway 50, being the POINT OF BEGINNING; THENCE from 64 said point of beginning leaving said southeasterly right of way line South 32°25'46" East

8.43 feet; THENCE North 57°55'25" East 8.01 feet; THENCE North 32°27'00" West

8.30 feet to a point on said southeasterly right of way line; THENCE along said southeasterly right of way line South 58°55’10” West 8.01 feet to the point of beginning.

The bearings and distances used in the above description are based on the California Coordinate System of 1983(2011), Zone 2, as determined by ties to the California High Precision Geodetic Network, Epoch 2017.50. Distances are in feet unless otherwise noted. Divide distances by 0.999623 to obtain ground level distances. 12/31/2024
Ronald D. Guenther
Signature 7996
Professional Land Surveyor
Date __________________________
This real property description has been prepared by
me, or under my direction, in conformance with the
Professional Land Surveyors’ Act.
6-27-2023
65 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: August 8, 2023
Agenda Item #:5
Agenda Item: Amendment No. 1 to California Tahoe License Agreement No. 2022-0214-LT-279 Executive Summary: The proposed amendment to the Conservancy-City, Tahoe Valley license agreement will add property located along the westerly side of 4th Street between Barton Avenue and Lake Tahoe Blvd to the Tahoe Valley Project area. The amendment will also change the use of the adjacent, westerly property to allow re-establishment of a section of the historic Tahoe Valley Creek. The restoration work located at the lower end of the Tahoe Valley Greenbelt Project area will provide additional water quality treatment and riparian Stream Environment Zone (SEZ) enhancement.

Requested Action / Suggested Motions: Pass a Resolution approving Amendment No. 1 to the existing California Tahoe Conservancy License Agreement No. 2022-0214-LT-279 (Tahoe Valley Stormwater and Greenbelt Improvement Project).

Responsible Staff Member: Stan Hill, Engineering Manager, Jason Burke, Complete Streets Program Manager
Reviewed and Approved By: Anush Nejad, Director of Public Works Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Shroud, City Attorney Attachments:
01-Staff Report - CTC Amendment.docx
02-Project Location Map.pdf
03-Resolution_-_CTC_Amendment_No._1_to_License_Agreement.docx 04-License-Agreement_Amendment-1.pdf
05-C-044-2022 California Tahoe Conservancy License Agreement Final.pdf 66 Council Agenda Report- August 8, 2023

City of South Lake Tahoe
Report to City Council
Meeting Date: August 8, 2023
Title: Amendment No. 1 to the Conservancy-City, Tahoe Valley Stormwater and Greenbelt Improvement Project License Agreement No. 2022-0214-LT-279 (C-044-2022) Location: Tahoe Valley drainage watershed, inclusive to the “Greenbelt” area located behind The Crossing (AKA “factory stores”) at the South Y and the drainage watershed extending between west F Street down to Tahoe Keys Blvd (see Attachment 02 - Project Location Map) Responsible Staff Member: Stan Hill, Engineering Manager/City Engineer Jason Burke, Complete Streets Program Manager
Background: the Tahoe Valley Greenbelt and Stormwater Improvement Project (Tahoe Valley) is a vital community and environmental improvement project. Based on feedback from the public received during the Area Plan process, and subsequent design meetings and public survey for the Greenbelt area, the project has been developed to provide the following benefits requested by the community and stakeholders:
 Improved connectivity for bicyclists and pedestrians between neighborhoods and Town Center amenities, including bridges over flooded portions of the trails;  Safety lighting that is dark sky compatible and improves safety for active transportation;  Area-wide stormwater treatment compliance to facilitate commercial and attainable housing development on Area Plan Town-Center parcels;
 Public gathering space for public art and educational signage to provide enhanced amenities for increased residential development in and around the Town-Center;  New community park improvements and features to serve residents and visitors;  New bicycle and pedestrian path connections to the Y area and public gathering space to facilitate private investment on adjacent commercial and residential properties;  Expanded floodplain and Stream Environment Zone (SEZ) riparian habitat to provide for increased climate resiliency; and
 Natural treatment, permeable pavements, and source control to reduce sediment and nutrients carried in urban stormwater runoff, as required by the Lake Tahoe Total Maximum Daily Load (TMDL) and associated Municipal Stormwater Permit.

Due to the size and diversity of the overall project, Public Works has split the project into two phases in order to secure funding from a variety of eligible and applicable funding sources. Since Phase 1 is focused on removing nutrients and sediment from urban stormwater runoff, this portion of the project was funded by State Water Resources Control Board (SWRCB) Prop. 1 funds focused on water quality. Phase 1 was bid and awarded during the spring and summer of 2022. Construction work was suspended during the winter months of 2022 through the spring and part of the summer of 2023. Construction work has recently resumed; Phase 1 construction is anticipated to occur in late July 2024. 67 Council Agenda Report- August 8, 2023

Issue and Discussion: The resolution accompanying this staff report amends the existing Project license agreement to add the properties located at the southwesterly corner of the Lake Tahoe Blvd – 4th Street intersection, commonly referred to as the Urgent Care parcels.

The Conservancy Board approved an amendment to the Conservancy-City, Tahoe Valley license agreement to add the Urgent Care parcel to the Project area and change the use of a second Conservancy-owned property located along the westerly side of the Urgent Care parcel. The addition of the Urgent Care parcel will allow daylighting of a section of Tahoe Valley Creek. Restoration work proposed on the Conservancy-owned parcels will reopen historic environmentally sensitive habitats to species cohabitating within this urban environment in the Project area.

Financial Implications: Grant funding will be used for land restoration and site improvements. Postproject construction maintenance will be included as a part of the construction work to provide a 2-year revegetation responsibility to the Contractor. The two-year maintenance agreement will assist with establishing vegetation within the water quality treatment basin. Maintenance efforts following the two-year vegetation establishment period will become the City’s responsibility. The annual cost to maintain this added area is estimated to average approximately $3,000 per year.

Environmental Considerations: The Planning Commission adopted the CEQA and Mitigated Negative Declaration (MND) for the Greenbelt and Stormwater Improvement Project on May 9, 2019, SCH# 20190292152. The Conservancy approved an amendment to the CEQA MND at the June 2023 Board meeting. Public Works will work with the Planning Division to have the amendment heard and approved at the regularly scheduled September Planning Commission meeting.

Policy Implications: Completing project improvements will assist with meeting the sediment and nutrient reductions mandated by the Lake Tahoe Total Maximum Daily Load (TMDL) program. Fulfilling mandated TMDL reduction goals will assist with maximizing residential housing allocations under TRPA Code section 50.5.2.E.2 (Distribution and Administration of Residential Allocations – TMDL Implementation). The Project advances the City Council Strategic Priorities and Goals, specifically:
 Action Item 1.4 (Transportation) to prioritize implementation of mixed-use recreational trails and Class 1 bike trails and closing gaps in the bicycle trail system.  Action Item 2.3 (Connectivity) to facilitate implementation of trail infrastructure prioritizing the connection of bicycle and walking trails, from neighborhoods near the Greenbelt to the South Y commercial area and beyond.
 Action Item 5.3 (Infrastructure and Maintenance) by actively seeking funding to develop sustainable infrastructure projects, based on the prioritized capital improvement project list.

The project will also provide greenhouse gas reduction benefits, providing progress on Action #WB-1 of the 2020 Climate Action Plan: Improve bicycle and pedestrian networks. 68 South Y
Tahoe Valley Storm Water
Improvement Project Area Map
Department of
Public Works -
Engineering Division
Document Path: \\sltpublicworks\public works\GIS files\Projects\Engineering\TahoeValleyGreenbelt\TahoeValleyGreenbeltProjectMap.mxd 12/16/2019 ±
0 500 1,000
Feet
Tahoe Valley Greenbelt Location
Tahoe Valley SWIP Project Boundary
City Boundary
69 70
Resolution 2023-XXX August 8, 2023 Page 1 of 2
Resolution 2023-XXX
Adopted by the City of South Lake Tahoe
City Council
August 8, 2023
Approving Amendment No. 1 to the Conservancy-City, Tahoe Valley Stormwater and Greenbelt Improvement Project License Agreement No. 2022-0214-LT-279 (C-044-2022)

BACKGROUND
A. The City of South Lake Tahoe (City) is engaged in a collaborative interagency partnership to meet the Tahoe Regional Planning Agency thresholds and install Best Management Practices for the multi-benefit Tahoe Valley Stormwater and Greenbelt Improvement Project.

B. On April 5, 2022, City Council approved California Tahoe Conservancy License Agreement No. 2022-0214-LT-279, which grants the City the right to occupy and use as described within the License Agreement, 17 Conservancy-owned properties located throughout the Tahoe Valley Stormwater and Greenbelt Improvement Project area.

C. The Conservancy purchased two additional properties located at the lower end of the Tahoe Valley Greenbelt area (westerly of 4th Street, between Barton Avenue and Lake Tahoe Blvd), commonly referred to as the Urgent Care parcels.

D. Use of the Urgent Care parcels as a part of the Tahoe Valley Project, Phase 2 will provide a direct overland stormwater route between Barton Avenue and 4th Street and allow riparian Stream Environment Zone (SEZ) enhancement, and water quality treatment within the reclaimed section of the Tahoe Valley Creek alignment.

E. Based on preliminary plans prepared for the daylighted Tahoe Valley Creek and water quality treatment basin, the Conservancy amended the Tahoe Valley Project CEQA Mitigated Negative Declaration, and the Conservancy Board adopted the amendment at their June 2023 Board meeting.

F. The proposed amendment to the License Agreement will allow expansion of the Tahoe Valley, Phase 2 project over and through the Urgent Care property purchased by the Conservancy and allow a change of use to the property located immediately west of the Urgent Care parcel (commonly referred to as the Smoke Shop parcel).

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe:

1. Approves the Amendment to California Tahoe Conservancy License No. 2022-0214-LT279. 71 Resolution 2023-XXX August 8, 2023 Page 2 of 2

2. Authorizes the Mayor to sign Amendment No. 1 to License Agreement No. 2022-0214-LT279.

Adopted by the City of South Lake Tahoe City Council on August 8, 2023 by the following vote:

Yes:

No:

Absent:

Abstain:
________________________ Date:_________
Cristi Creegan, Mayor
Attest:
________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
72 1
AMENDMENT TO LICENSE NO. 2022-0214-LT-279
Tahoe Valley Stormwater and Greenbelt Improvement Project THIS AMENDMENT TO THE LICENSE AGREEMENT (“Amendment”) is made on this ____ day of ___________, 2023, by and between the California Tahoe Conservancy, hereinafter called “Licensor,” and the City of South Lake Tahoe, hereinafter called “Licensee.” WHEREAS, Licensor and Licensee entered into the License Agreement as of April 5, 2022, whereby Licensor granted Licensee access onto and through, and construction within, portions of Licensor-owned parcels located in the City of South Lake Tahoe for the purpose of conducting surveys, construction, and maintaining the Tahoe Valley Stormwater and Greenbelt Improvement Project (“Project”).

WHEREAS, Licensor and Licensee wish to amend the License Agreement as set forth herein.

NOW, THEREFORE, it is agreed that the License Agreement shall be amended as follows:

1. The License Area, as defined in Section 1 of the License Agreement, is amended by adding El Dorado County Assessment Number (AN) 023-241-022.

2. Exhibit A to the License Agreement is amended by adding a new row to the table under “Greenbelt Project Area (central)” for AN 023-241-022, and by revising the text in the row corresponding to AN 023-241-023, as shown below:
022-241-022 2130 Lake Tahoe
Blvd.
[Exhibit B-3]
Stormwater treatment basin and riparian SEZ enhancement; existing stormawater pipeline retrofit/replacement;
masonry seat wall and wood buck/pole barrier fencing
022-241-023 2122 Lake Tahoe
Blvd.
[Exhibit B-3]
Multi-use paved trail connector (Greenbelt entry trail); stormwater treatment basin and riparian SEZ
enhancement; existing stormwater pipeline retrofit/
replacement; masonry seat wall and wood buck/pole
barrier fencing

3. Exhibit B-3 to the License Agreement is hereby replaced by Exhibit B-3 attached to this Amendment.

4. This Amendment is incorporated into the License Agreement and shall be deemed a part thereof. All terms and provisions of the License Agreement not expressly modified in this Amendment shall remain the same and in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the License Agreement, the terms of this Amendment shall control.
73 2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment in duplicate as of the day and year first herein written.

CALIFORNIA TAHOE CONSERVANCY CITY OF SOUTH LAKE TAHOE

LICENSOR LICENSEE
By: _____________________ By: _______________________________ Michael Steeves
General Counsel
1061 Third Street
South Lake Tahoe, CA 96150
(530) 542-5580
[email protected]
California Tahoe Conservancy Contact:

Scott Cecchi
(530) 208-8323
Cristi Creegan
Mayor
1901 Lisa Maloff Way
South Lake Tahoe, CA 96150
(530) 318-9055
[email protected]
Approved as to form:
______________________________
[email protected] Heather Stroud, City Attorney Attest Mayor’s signature:

Seal:

By: ______________________________
Susan Blankenship, City Clerk
74 X
X X

EX GAS 8 STL

EX GAS 8 STL

EX GAS 8 STL

EX GAS 8 STL

EX GAS 8 STL

EX GAS 8 STL

EX GAS 8 STL

EX GAS 8 STL

EX GAS 8 STL

EX GAS 8 STL

EX GAS 8 STL

EX GAS 8 STL

EX GAS 8 STL

EX GAS 8 STL

EX GAS 6 STL

EX GAS 6 STL

EX GAS 6 STL

EX GAS 6 STL

EX GAS 6 STL

EX GAS 6 STL

EX GAS 6 STL

EX GAS 6 STL

EX GAS 6 STL

EX GAS 6 STL

EX GAS 6 STL

EX GAS 2 STL EX GAS 2 STL

EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8

EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8

EX SS 8

EX SS 8

EX SS 8

EX SS 8

EX SS 8

EX SS 8

EX SS 8

EX SS 8

EX SS 8

EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8 EX SS 8

EX SS 6

EX SS 6

EX SS 6

EX SS 6

EX SS 6

EX SS 6

EX SS 6

EX SS 6

EX WL 8 STEEL

EX WL 8 STEEL

EX WL 8 STEEL

EX WL 8 STEEL EX WL 8 STEEL EX WL 8 STEEL EX WL 8 STEEL EX WL 8 STEEL EX WL 8 STEEL EX WL 8 STEEL

EX WL 8 STEEL

EX WL 8 STEEL

EX WL 8 STEEL

EX WL 6 STEEL

EX WL 6 STEEL

EX WL 6 STEEL

EX WL 6 STEEL

EX WL 6 STEEL

EX WL 6 STEEL

EX WL 6 STEEL

EX WL 6 STEEL

EX WL 6 STEEL

EX WL 4 STEEL EX WL 4 STEEL

EX WL 4 STEEL

EX WL 4 STEEL

EX WL 4 STEEL

EX WL 4 STEEL

EX WL 4 STEEL

EX WL 4 STEEL

EX WL 4 STEEL

EX TELE EX TELE EX TELE EX TELE EX TELE EX TELE EX TELE EX TELE EX TELE EX TELE EX TELE EX TELE

EX TELE

EX TELE

EX TELE

EX TELE

EX TELE

EX SD EX SD EX SD EX SD EX SD EX SD EX SD EX SD EX SD EX SD EX SD

EX SD EX SDEX SD

EX SD

EX SD

EX SD

EX SD

EX SD

EX SD

EX SD

EX SD

EX SD

EX SD SD
SD

EX GAS EX GAS EX GAS EX GAS EX GAS EX GAS 2 STL EX GAS 2 STL EX GAS 2 STL

EX GAS 2 STL

EX GAS 2 STL
SSC
SD

EX SD 60

EX SD 18X30
SD

EX SD

EX SD
S

S EX GAS EX GAS

EX GAS

EX GAS

EX GAS
SD
SD
19"
30"
12"
41"
10"7" 10" 9"8"
8"
12"
7"
32"
35"
31"
14"
26"
16"
16"7"6"8"6" 8"
26"
27" 25"
13"
15"
8" (9x)
12"
14"
12"
14"
40"
24"
30"
6"
6"12"
12"
12"
16"
24" 14"
22"
8"
8"
(SD L9) 1+00
(SD L9) 1+50
6255
6256
6257 6258
D
D
D
D
HWY 50
4TH ST

BARTON AVE
(SD-M12) 1+00
(SD-M12) 2+00
(SD-M12) 3+00
(SD-M12) 4+00 (SD-M12) 4+28
D
D

INSTALL MANHOLE WITH OPEN GRATE (DI CTC)
STA: (SD-M12) 1+43.44, 0.00'
INSTALL 30" Ø HDPE STORM DRAIN PIPE
41 LF±
6255
6260
6254
6256
6257
6258
6259
023-231-018
TIONG
023-241-023
CTC
023-241-022
CTC
023-241-038

BSM SO LAKE

TAHOE LLC
023-241-029
BARNES
023-231-011
SMITH
023-241-040
RATTO
023-241-035
RATTO
D
INSTALL 30" Ø RCP STORM DRAIN PIPE
34 LF±
INSTALL 30" Ø RCP STORM DRAIN PIPE
22 LF±
INSTALL 18" Ø HDPE STORM DRAIN PIPE
38 LF±
INSTALL 18" Ø HDPE STORM DRAIN PIPE
36 LF±
INSTALL 18" Ø RCP STORM DRAIN PIPE
69 LF±
INSTALL 48" ∅STORM DRAIN MANHOLE (SDMH)

INSTALL DRAINAGE INLET (DI)

INSTALL DRAINAGE INLET (DI)

BASIN BOTTOM
ELEV: 6249'

PIPE OUTLET
IE: 6250.5'

PIPE OUTLET
IE: 6256.5'

3.0:1

3.0:1
6250
6250
6255
6255
6251
6251
6252
6252
6253
6253
6254
6254

MINIMUM SEPARATION BETWEEN

SANITARY SEWER AND STORM DRAIN

MASONRY SEAT WALL
TW: 6257'
220 LF ±

ROCK DISSIPATOR
(TYP.)
REMOVE TREE (TYP.)

BUCK AND POLE FENCE
430 LF ±

INSTALL BASIN OUTLET STRUCTURE
(OUTLET STRUCTURE CTC)
RIM: 6253'
STA: (SD-M12) 3+65.19, 0.00'
EX. SD TO BE ABANDONED /

REMOVED
SEZ

CHECKED

SHEET NUMBER
PROJECT #

SHEET TITLE

DESIGNED
DATE
DRAWN DESCRIPTION # DATE BY File: U:\237800401\07_historical\15 CAD\Phase 2\1 DWG\3 Sheetset Sheets\TVGS_PLAN-PROFILE_GREENBELT-SD_CTC PARCEL.dwg, Tab: C-5 Plot Stamp: 3/15/2023 9:06:47 AM - Trujillo, Ivan BARTON & 4TH ST STORM DRAINAGE TVGS IMPROVEMENT PROJECT PHASE II CITY OF SOUTH LAKE TAHOE SOUTH LAKE TAHOE, CA

EXHIBIT
1 MARCH 2023
IT

IT / JD PRELIMINARY - NOT FOR CONSTRUCTION
20 40
HORIZONTAL SCALE: 1" = 20'
0 * CALL BEFORE YOU DIG *

CONTACT UNDERGROUND SERVICE ALERT (USA)
1-800-227-2600

PRIOR TO ANY CONSTRUCTION WORK

TREE REMOVAL TABLE

ITEM UNIT TOTAL

QUANTITY
REMOVE TREE (< 10") EA 10
REMOVE TREE (10" - 18") EA 6

REVEGETATION QUANTITIES

KEY ZONE UNIT QUANTITY
REVEGETATION ZONE A SF 12,438
REVEGETATION ZONE B SF 6,543
SEZ DISTURBANCE **

KEY DESCRIPTION UNIT QUANTITY
TEMPORARY DISTURBANCE SF 15,865
PERMANENT DISTURBANCE SF 1,450
** BASIS OF BOUNDARY LINES FROM TAHOE VALLEY AREA PLAN
75 1
LICENSE NO. 2022- 0214- LT-279
Tahoe Valley Stormwater and Greenbelt Improvement Project THIS LICENSE AGREEMENT (“ Agreement”) is made on this 5th day of April, 2022, by and between the California Tahoe Conservancy, hereinafter called “ Licensor,” and the City of South Lake Tahoe, hereinafter called “ Licensee”;
W I T N E S S E T H:

1. License.

Subject to the provisions hereof, Licensor hereby grants to Licensee a license (“ License”) for:

Access onto and through, and construction within, portions of El Dorado County Assessment Numbers: 023-211-010; 023-211-044; 023-231-003; 023-231-010; 023-231- 012; 023-381-001; 023-381-010; 023-430-040; 023-681-001; 032-141-002; 032-141-003; 032-152-020; 032-278-021; 032-278-022; 032-278-023; 023-241-023 and 032-278-024 License Area”), for the purpose of conducting surveys, construction and maintaining the Tahoe Valley Stormwater and Greenbelt Improvement Project (“ Project”), which includes constructing and maintaining the improvements described in Exhibit A (“Improvements”) and as depicted in Exhibit B, and all activities and incidental activities related to the Project and the maintenance of the Improvements. Access for construction of the Improvements and access for construction of the Project is limited to the License Area.

Licensee may use necessary heavy equipment to dig, construct, backfill, and may use all equipment necessary to construct and maintain the Improvements. During construction of the Improvements, Licensee will enclose the portions of the License Area to be used with construction fencing and utilize appropriate Best Management Practices ( BMPs) required for any permits associated with the Project. Licensee may utilize all equipment as reasonably necessary to complete the Project to access the License Area.

Licensee’ s right to access and use the License Area is nonexclusive, and Licensor and the public shall have the right to enter and use the License Area for any purpose that will not unreasonably interfere with the rights granted to Licensee under this Agreement. Licensee shall use the least restrictive practices available during construction or maintenance activities to mimize impacts on public access to the License Area.

2. Adherence to the Terms of Relevant Grant Agreements.

The terms of this Agreement shall, at all times, be carried out in accordance with all terms of any and all grant agreements and subsequent amendments to such grant agreements entered into by Licensee for any and all projects or other actions to be taken on the parcels listed above that are included in the License Area. In the event of any inconsistency between the terms of such a grant and this Agreement, the terms of a grant shall control.

C-044-2022 76
2 3. Term.

The term (“ Term”) of this Agreement shall be 25 years, commencing on the date of execution of this Agreement, unless terminated earlier by mutual agreement in writing by all parties to this Agreement or due to breach of the requirements of this Agreement. During the Term, Licensee shall have the right to construct the Project and Improvements, and following completion of construction of the Improvements, Licensee shall be obligated to maintain the Improvements until the end of the Term and pursuant to the terms of any and all grant agreements. The parties may extend the Term by mutual agreement in writing.

4. Access.

Licensor agrees that for the duration of this Agreement, subject to all of the conditions and terms hereof, any employee or agent of Licensee or duly authorized contractor performing construction pursuant to the Improvements may enter upon and use the License Area for the purposes set forth herein.

5. Conditions Precedent to Construction.

In addition to any other conditions contained herein, Licensee shall not begin constructing Improvements within the License Area until Licensee has completed all conditions precendent set forth herein and until Licensee has received all required permits and received required approvals, and Licensor’ s Executive Director or designee has approved commencement of contruction in writing.

Prior to construction, Licensee shall provide notice as set forth in Section 6, “ Public Notice,” below.

6. Public Notice.

Licensee shall provide reasonable notice to the public of the Project purpose, duration, and limitations of public access. If reasonable public access is inhibited by activies under this License, Licensee shall post signs showing alternate access routes to recreational areas, if applicable. If alternative access routes are unavailable, Licensee shall provide reasonable notice to the public of the duration of limitations to public access. Licensee shall provide the public with a method for communicating comments or questions to Licensee, and Licensee shall reasonably respond to all public inquiries regarding the Improvements and the Project for five (5) years from the date of execution of this Agreement.

7. License Fee.

There is no fee required to be paid to Licensor for Licensee’ s use of the License Area. Licensor has chosen to waive any fee due to water quality and public health and safety benefits of the Improvements.

C-044-2022 77
3 8. Expenses of Licensee.

Licensee shall bear the sole risk and pay all costs and expenses of whatever kind and nature which arise from this License, including, without limitation, expenses to reconstruct, repair, and restore the License Area to the same or better condition it was in prior to its use by Licensee, as required by Section 14(B) below.

If Licensor shall have made payments on behalf of Licensee for any costs or expenses incurred herein, Licensee shall reimburse Licensor within ten (10) days from the date such costs or expenses were incurred. Licensor shall have a lien on any Licensee- owned property on Licensor’ s property as security for repayment of said amount.

9. Maintenance of Improvements.

Licensee shall be obligated to operate and maintain the Improvements constructed within the License Area through the Term of this Agreement pursuant to Section three ( 3). Where additional improvements are constructed pursuant to a project funded in whole or in part by Licensor under a grant agreeement provided by Licensor, such improvements shall be operated and maintained in a manner consistent with the terms and provisions of such grant agreement.

Unimproved parcels utilized for staging shall be fully restored to natural conditions immediately following construction of the Project and Improvements. Licensor may be excused from its maintenance of the Improvements only upon the written approval of the Executive Director or designee for good cause. “ Good cause” includes, but is not limited to, natural disasters which destroy the Improvements and render the Project obsolete or impracticable to rebuild.

10. Qualifications on Use.

Licensee shall neither use nor permit any use of the License Area for any purpose other than that set forth in Section 1 hereof. Licensee will exercise due diligence to not cause any damage while using the License Area and will ensure prompt notification to the Licensor’ s Executive Director or designee, if any damage occurs.

Licensee shall not do or suffer to be done in or upon said License Area any act or thing which is or may be a nuisance. Licensee shall not use or knowingly permit others to use the License Area for any unlawful purposes. In the event Licensor determines that Licensee’ s use of the License Area is causing damage to the License Area, Licensee agrees to take corrective measures to eliminate further damage. If any damage is caused to the License Area, Licensee agrees to promptly repair or pay the full replacement value of such damaged property to Licensor, at Licensor’ s discretion.

This License does not confer upon Licensee any drilling rights or any water or mineral rights or the right to extract or remove any timber existing on the License Area or any water or minerals of any kind or character, including without limitation oil, natural gas, hydrocarbon substances, geothermal steam, or minerals in solution. Unless authorized in writing by Licensor, Licensee shall not destroy, cut, or remove any timber, trees, or firewood standing or lying thereon, or permit others to commit any of said acts on the License Area.

C-044-2022 78
4 The License Area shall not be used for displaying signs and notices other than those connected with the use of the License Area contemplated by this License.

Licensee shall, at its expense and to the satisfaction of Licensor, keep and maintain the License Area in good order and repair and in a neat and safe condition. If Licensee shall fail to perform its obligations under this section, Licensor may take action so as to keep and maintain the License Area in good order and repair and in a neat and safe condition and Licensee shall reimburse Licensor for all costs associated with such action pursuant to Section 14 of this Agreement.

11. Prior Encumberances.

Licensor makes no representations or warranties concerning the condition of the License Area.

This License is subject to all easements, leases, liens, conditions, restrictions, encumbrances, and claims of title which may affect the License Area. Licensee accepts the License Area (including, without limitation, Licensor- owned improvements, if any) in their present condition and without any representation or warranty by Licensor as to the condition of such License Area or improvements, and Licensor shall not be responsible for any defect or change of conditions in the License Area or such improvements, any damage occurring thereto, or for the existence of any violation of any municipal, county, State, bi-state, or federal law, order, rule, regulation, or ordinance.

12. Fees and Assessments.

Licensee shall pay, before they become delinquent, all charges, fees, taxes, and assessments imposed on the License Area by reason of this Agreement. If Licensor makes payments on behalf of Licensee for any charges, fees, taxes, or assessments incurred herein, Licensee shall reimburse Licensor within thirty (30) days from the date Licensor provides notice to Licensee of such costs or expenses.

Licensor has the right to post notices of non-responsibility upon the License Area, and to otherwise notify, actually or constructively, any entity or persons supplying services or materials to the License Area that Licensor is not responsible for the cost thereof. Licensee covenants and agrees to keep the License Area free from any mechanic’ s or materialmen’ s liens claimed by any person, firm, or corporation employed by or on behalf of Licensee for any work or services performed under this Agreement. In the event of the filing of any such liens, Licensee shall cause such lien to be released within five (5) days after Licensor’ s written notice to do so. Licensee shall indemnify and defend Licensor and the State of California against any and all liability, cost, and expense including attorney’ s fees incurred by Licensor or the State of California as a result of any such lien.

13. Permits.

Licensee shall obtain at its expense all necessary permits and approvals for the use of the License Area. In the event Licensee has not obtained all permits necessary, this License may be C-044-2022 79
5 terminated by either party. Licensee shall adhere to the terms of all permits and approvals applicable to the Improvements and the Project.

Licensee shall seek all permits, licenses, and/or approvals applicable to the repair and operation of the facility as contemplated by this Agreement including, but not limited to, building and/or use permits required by any public body having jurisdiction over the Property.

14. Indemnification and Insurance.

A. General.

Licensee agrees to release, hold harmless, indemnify, and defend ( with counsel approved by Licensor) Licensor from and against all liability, cost, and expense ( including, without limitation, attorney’ s fees, in addition to costs of suit and judgment) for loss of or damage to any property or loss of the use thereof or for injury to or death of any person when arising or resulting from:
a) the use of the License Area or adjacent property by Licensee, and any agent, licensee, contractor, subcontractor, partner, or any other authorized representative of Licensee other than an agent, employee, or invitee of Licensor); or b) Licensee’ s breach of any provision of this License, whether or not caused or contributed to by the negligence, active or passive or otherwise, of Licensor, its employees, agents, invitees, or any other person.

B. Environmental Impairment.

Licensee, at its expense, shall comply with all applicable laws, regulations, rules, and orders with respect to the use of the License Area, regardless of when they become or became effective, including, without limitation, those relating to health, safety, noise, environmental protection, waste disposal, and water and air quality, and furnish satisfactory evidence of such compliance upon request of Licensor.

Licensor shall obtain and comply with the terms and provisions of all licenses, permits, and approvals required by any local, regional, State, bi-state, or federal organization with authority to regulate the activities of Licensee under this License.

Should any discharge, leakage, spillage, emission, or pollution of any type occur upon or from the License Area due to Licensee’ s use and occupancy thereof, Licensee, at its expense, shall be obligated to clean all the property affected thereby, whether owned or controlled by Licensor or any third person, to the satisfaction of Licensor ( insofar as the property owned or controlled by Licensor is concerned) and any governmental body having jurisdiction thereover.

Licensee shall indemnify, hold harmless, and defend Licensor against all liability, cost and expense ( including, without limitation, any fines, penalties, judgments, litigation costs, and attorney’ s fees) incurred by Licensor as a result of Licensee’ s breach of this section, or as a result of any such discharge, leakage, spillage, emission, or pollution, regardless of whether such C-044-2022 80
6 liability, cost, or expense arises during or after the License term, unless such liability, cost, or expense is proximately caused solely by the active negligence of Licensor.

Licensee shall pay all amounts due hereunder within thirty (30) days after any such amounts become due.

C. Insurance.

In the event that Licensee enters into an agreement or agreements with independent contractors or other third parties other than agencies of the State of California authorizing such parties to enter onto the License Area, such agreement( s) shall require that Licensee’ s contractor( s) maintain general liability insurance in an amount of one million dollars ($ 1,000,000) or such other lesser amount as shall be reasonably approved by Licensor. In addition, Licensee shall make reasonable efforts to ensure that Licensor, and its officers, officials, employees, and volunteers, are included as additional insureds under the insurance required above and that a copy of the endorsements or certificate naming them as additional insureds is furnished to Licensor as soon as is practicable. In the event the contractor or third party is unable to name Licensor as an additional named insured, Licensee shall so notify Licensor. Within five (5) working days thereafter, Licensor shall notify Licensee whether Licensee may proceed with authorizing the contractor to enter upon the License Area.

The company or companies providing such insurance shall have no recourse against Licensor and the State of California, and their members, officers and employees, or any of them, for payment of any premiums or assessments under such insurance. Licensor shall also be provided with notice of any proposed cancellation of insurance.

15. Termination or Expiration.

A. General.

Termination, revocation, or expiration of this License shall not release either party from liability resulting from an event which occurred prior to such termination, revocation, or expiration.

B. Surrender of License Area.

Upon completion of construction of the Improvements, Licensee shall discontinue the use of the License Area for construction purposes and, within sixty (60) days, shall remove all personal property of Licensee, including all construction equipment, vehicles, and machinery, from the License Area. Upon completion of construction of the Project and Improvements, Licensee shall restore the unimproved portions of the License Area as nearly as possible to the condition in which they existed at the time of Licensee’ s initial entry onto the License Area pursuant to this Agreement. If the Licensee and Licensor do not extend Licensee’ s right to use the License Area before the expiration of the term of this License as set forth in Section 3, Licensee’ s right to use the License Area for maintenance of the Improvements shall cease immediately.

C-044-2022 81
7 Property of Licensee not removed from the License Area within sixty (60) days after the termination, revocation, or expiration of this License shall become the property of the Licensor.

Licensee agrees to reimburse Licensor for the cost and expense incurred by Licensor in restoration of the License Area and disposing of said property of Licensee not so removed. If Licensee fails to surrender possession of the License Area upon termination or revocation of this License, Licensor shall have the right, to the extent permitted by law, to re-enter the License Area and remove Licensee and any person or entity claiming through Licensee from the License Area.

C. Quitclaim of Rights.

In the event that Licensee obtains any form of property rights, as a result of this License, whether land, water, mineral, or otherwise, upon expiration or abandonment of the License Area by Licensee, Licensee shall, within thirty (30) days after demand from Licensor to do so, execute and deliver, in recordable form, a quit claim deed conveying any and all rights which may have been obtained by Licensee.

16. Default.

Licensee shall be in default under this License if Licensee fails or refuses to perform any other covenant or condition of this License.

If Licensee fails to cure a default within thirty (30) days after notice from Licensor to do so, Licensor shall have the right, without further notice and in addition to any other remedies Licensor may have at law or equity, to revoke this License forthwith and to retake possession of the License Area. If, however, the default is one that cannot reasonably be cured within 30 days, then the parties will meet and confer on a timeline for cure and Licensor will not revoke the License so long as Licensee continues to diligently pursue a cure in a good faith effor to meet the mutually agreeable timeline for cure.

17. Nonwaiver.

Licensor’ s failure to enforce or exercise its rights under any term, condition, or covenant of this License shall not be construed as a waiver of such rights or such term, condition, or covenant.

18. Attorney’ s Fees.

If either party takes any steps or brings an action to compel performance of or to recover for breach of any term of this License, the losing party shall pay reasonable attorney’ s fees of the prevailing party, in addition to the amount of judgment and costs.

19. Notices.

Any notices, demands, or statements herein requested or required to be given by one party to the other shall be in writing. Delivery of such written notice, demand or statement shall be conclusively taken as sufficient if and when delivered in person or deposited in the United States C-044-2022 82
8 mail, registered or certified, postage fully prepaid, addressed, if to Licensor at 1061 Third Street, South Lake Tahoe, CA 96150, and, if to Licensee, to the City Manager, 1901 Lisa Maloff Way, South Lake Tahoe, CA 96150, with a copy to the City Attorney at the same address. Either party hereto may by written notice change the address to which such notices, demands, or statements may be sent. All payments from Licensee to Licensor shall be made to Licensor at Licensor’ s address for notices unless Licensor gives Licensee notice of another address for making payments. Licensor may change by written notice the address where payments to Licensor shall be made.

20. Time is of the Essence of this License.

Time is of the essence of this License.

21. Entire Agreement.

The contents of this License are the entire agreement between the parties, relating to the rights granted and the obligations assumed herein. Any oral representations or modifications of this Agreement shall be of no force and effect unless embodied in a subsequent modification in writing signed by the party to be charged.

22. Modification.

This License shall not be modified except by the written agreement of the parties.

23. Licensor and Licensee.

The terms “ Licensor” and “ Licensee” as used in this License includes each party’ s members( s), officer( s), contractor( s), agent( s), or employee( s), and the successors and assigns of any of them.

24. No Third Party Beneficiaries.

Nothing in this License is intended to create in the public or any member thereof rights as a third party beneficiary hereunder.

C-044-2022 83
9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as of the day and year first herein written.

CALIFORNIA TAHOE CONSERVANCY CITY OF SOUTH LAKE TAHOE

LICENSOR LICENSEE
By: _____________________ By: _______________________________ Michael Steeves Devin Middlebrook
General Counsel Mayor
1061 Third Street 1901 Lisa Maloff Way
South Lake Tahoe, CA 96150 South Lake Tahoe, CA 96150
530) 542-5580 ( 530) 208-8199
Michael. steeves@tahoe. ca.gov dmiddlebrook@cityofslt. us California Tahoe Conservancy Contact:

Scott Cecchi
530) 208-8323
scott.cecchi@tahoe. ca.gov
Attest Mayor’ s signature:

By: ______________________________
Susan Blankenship, City Clerk
Approved as to form:

Heather Stroud, City Attorney
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe Council.

C-044-2022
Sue Blankenship ( Apr 6, 2022 14: 19 PDT) Apr 6, 2022
Heather Stroud ( Apr 6, 2022 16: 28 PDT)
Heather Stroud
Michael Steeves ( Apr 12, 2022 09:33 PDT) Devin Middlebrook ( Apr 6, 2022 18:12 PDT) Michael Steeves Apr 12, 2022
84 EXHIBIT A
James/ Eloise Project Area ( north of US50)
Greenbelt Project Area ( central)
Parcel Address Proposed Improvements
023-681- 001 969 Council
Rock Road
Exhibit B-1]
Stormwater roadway culvert, and pipe outlet rock apron/ dissipater and channel facilities
023-211- 010 2208 Eloise
Avenue
Exhibit B-2]
Stormwater vegetated channel, and stormwater roadway culvert and pipe outlet rock apron/ dissipater and channel facilities
023-211-044
2193 James
Avenue
Exhibit B-2]
Stormwater channel retrofit, and connectivity to proposed vegetated swale Note: existing Caltrans stormwater infiltration gallery from US 50 storm drain system is located on parcel)
023-241- 023 2122 Lake Tahoe
Blvd.

Exhibit B-3]
Multi- use paved trail connector ( Greenbelt entry trail); stormwater open space surface conveyance/ treatment area; existing stormwater pipeline retrofit/ replacement
023-231- 010 2113 Helen
Avenue
Exhibit B-4]
Stormwater treatment basin and riparian SEZ enhancement, and stormwater pipelines; multi- use paved trail, pedestrian lighting, Greenbelt open space, and recreational trail amenities/ site furnishings
023-231- 012 2108 Barton
Avenue
Exhibit B-4]
Stormwater treatment basin and riparian SEZ enhancement, stormwater pipelines and basin outlet structure facilities; multi-use paved trail, pedestrian lighting, Greenbelt open space, and recreational trail amenities/ site furnishings 023-381- 010 2086 Helen
Avenue
Exhibit B-5]
Stormwater treatment basin and riparian SEZ enhancement; multi-use paved trail, elevated boardwalk, pedestrian lighting, Greenbelt open space, and recreational trail amenities/ site furnishings
023-381- 001 N/A – (Helen
Avenue)
Exhibit B-6]
Stormwater treatment basin and riparian SEZ enhancement; multi- use paved trail, and Greenbelt open space
023-231- 003 2070 Lake Tahoe
Boulevard
Exhibit B-6]
Stormwater treatment basin and riparian SEZ enhancement; multi- use paved trail, and Greenbelt open space
023-430- 040 N/A – (B Street) [ Exhibit B-7]
Stormwater treatment basin, stormwater channel retrofit, and riparian SEZ enhancement; native soil/DG walking trails, footbridge structure, and Greenbelt open space
C-044-2022 85
Bonanza Project Area ( west of US50 / SR89)
032-141- 002 1100 Emerald
Bay Road
Exhibit B-8]
Stormwater treatment basin; stormwater inlet/sediment trap, pipeline and pipe outlet rock apron/ dissipater, and basin outlet structure facilities; and wood buck/pole barrier fencing
032-141- 003 1120 Emerald
Bay Road
Exhibit B-8]
Stormwater treatment basin
032-152- 020 1234 Bonanza
Avenue
Exhibit B-9]
Stormwater treatment basin; stormwater pipeline and pipe outlet rock apron/ dissipater, and basin outlet structure facilities; and wood buck/ pole barrier fencing
032-278- 021 1177 Margaret
Avenue
Exhibit B-10]
Stormwater treatment basin; stormwater inlet, pipeline and pipe outlet rock apron/ dissipater facilities; and wood buck/ pole barrier fencing 032-278- 022 1881 D Street [ Exhibit B-10]
Stormwater treatment basin; and wood buck/ pole barrier fencing 032-278- 023 1885 D Street [ Exhibit B-10]
Stormwater treatment basin; and wood buck/pole barrier fencing 032-278- 024 1889 D Street [ Exhibit B-10]
Stormwater treatment basin; pipeline and pipe outlet rock apron/ dissipater, and basin outlet structure facilities; and wood buck/ pole barrier fencing C-044-2022 86
11"
11"
8"
14"
13"
10"
16"
14" 16"
11"
11" 10"
12"
11"
9"
9"
8"
12"
9"18"
8"
12"
10"
14"
11"
11" 9" 9"
6"
8" 9"
8"
10"
9"
12"
11"
36"
8"
14"
10"
18" 17" 11"
16" 9"7"
8"6"
6"
7"7"12"
12"
6" 6"
10"
8"
8"8"
8"
12" 7" 12"
10" 8"
8" 8"
6"
13"6"
10"
0+0+001+ 00PI:

12. 83PI: 0+ 2 9.
2 8 PI: 0+

74. 91 CALIFORNIAEL

DORADO COUNTY TAHOE VALLEY STORMWATER

AND GREENBELT
Job
No:

Scale: Date:
1"=30'
11/
2021
E3204006000EXHIBITRENO5496RENO

CORPORATEDRIVERENO,
NV89511 TEL: ( 828- 775) 4362FAX: ( 775)
851-8046WWW.

CARDNO.COM

IMPROVEMENT PROJECT

LICENSE AGREEMENT

INLET/ OUTLET
CONTROL (TYP.)TREE
REMOVAL ( TYP.)REMOVE EX 18"
SD CMP INSTALL 23" x
14" RCEP STORM

DRAIN PIPE

INLET/ OUTLET
CONTROL (TYP.)COUNCILKRO C
D
RTAHOE

KEYS B LVD
CTC 023- 681-
001 023- 681-
002 023- 761-
014 023- 221-
020 023- 682-
014 023- 682-
013 PROPERTY LINE (TYP.)
APN: 023-681-
001 CTC
PROPERTY BOUNDARY B- 87
X
X
XX

XXX XXXXXXXXXX X
XXX
X
X
X

XXXXXXXXXXXXXXXXX
X
XXXX

XXXXXXXXXXXXXXXXXXX
XXXX
XX
12"
16"
12"
12"
17"
19"
13"
12" 15"
15"
11"
10"
27"
22"
22"
14"
14"
14" 11"
30"
13"
15"
24" 20"
21" 26" 15"17"
15"
14"
14"
16"
19"
19"
12"
20"
18"
21"
17" 18"
16" 14"
15"
12" 14" 15"
12"
12"
14" 15"
16"
16" 19"
11"
8"
11"
10"
14"
10"
6"
6"
6"
18"p
14"
15"
11"
9" 9"
9"
10"8"
7"
8"
9"6"
10"
7"14"
6"
10"
9"
12"
10"
10"9"
8" 8" 9"7"7"9"
7"7"
10" 10" 10"
10"
10"
10" 7"
11"
14" 14"
13"
24"
8"
0+
001+002+
0 0
0+
0 1+0
0 01+
847+ 501+
002+ 00
004+3+
00 5+
00 6+
007+
001+
002+ 00 3+
00DDCALIFORNIAEL DORADO

COUNTY TAHOE
VALLEY

STORMWATER

AND GREENBELT
Job No:

Date:

Scale:
1"=80'11/2021
E3204006000EXHIBITRENO 5496
RENO CORPORATE DRIVE NVRENO, 89511 TEL: ( 775)
828-4362FAX: (
775) 851-
8046 WWW.

CARDNO. COM

IMPROVEMENT

PROJECT LICENSE

AGREEMENT

INSTALL

RIPRAP DISSIPATOR

TREE REMOVAL
TYP.)

CONSTRUCT

VEGETATED SWALE CULVERT

INLET CONTROL

CONSTRUCT

MEANDERING LOW FLOW

VEGETATED SWALE CTC
023- 211- 010
023- 211- 003
004023- 211-
023- 211- 047
023-211- 021CTC
023- 211- 044 PROPERTY LINE (TYP.)APN:
023-211- 010 & 023-
211-044 INSTALL
34"x22" RCEP STORM

DRAIN PIPE INSTALL
23"
x14" RCEP

STORM DRAIN PIPE

CONSTRUCT ROCK

WEIR INSTALL
24"Ø

RCP STORM

DRAIN PIPE

INSTALL FLARED

END SECTION

INSTALL FLARED

END SECTION

CONSTRUCT

ROCK LINED

SWALE ROAD SHOULDER

STABILIZATION AGGREGATE SECTION
023- 211- 043
023- 211- 005
023- 211- 048
019023- 211-
023-
211-
022 023-211-
040JAMES AVE
ELOISE AVE CTC 88
X
X
X
X12"
41"
32"
35"
26"14"
16"
13"
15" 48"
12"
14"
12"
14"

EX G AS
8 STL EX G
AS
8 STL
EX
GAS
8 STLEX
GAS
8 STL
E
X
G
A
S
6 S
T
L
E
X
G
A
S
6 S
T
L
E
X
G
A
S
6 S
T
L
EX
S
S
8 EX
SS
8EX
SS
8 EX
SS
8EX SS
8 EX SS 8EX
SS
8 EX SS
8EX SS 8EX
SS
8EX
SS 8EX
SS 8

EX SS
8 EX
SS
8 EXS
S
8 EX
SS
8 EX
SS
8 EX
S
S
8 EX
SS
8 EXS
S
8 EX
S
S
8EX
SS
8EX
SS
8EX SS
8EX
SS
8EX TEEL WL
8 S
EX
WL
8 ST
E
EL
EX
WL
8 STE
EL
EX
WL
8 STEELEX
WL
8 STEELEX
WL
8 STEELEX
WL
6 STEELEX
WL
6 STEELEX WL
6 STEELEX
WL
6 STEELE
X
W
L
4 S
T
E
E
L
E
X
W
L
4 S
LT E E
E X WL
4 S
T
E
ELE
XWL4S
T E
E
LEX

TELEEX TELEEX

TELEEX TELEEX
EL
T

EEXTELEEXTELEEX

TELEEXTELEEXTELEEX

SDEXSDEXD S
DEXS
DEX
SD EX

SDEX SD EX

SDEX SDEX SDEX
SDEX

SDEX SDEX SDEX

SDE X G
A S 2S
EX
T
2 L
G AS
STL

SD EX SD
18X30SD E
X G A
S
E
X G
A
S E X
G A S
DDD3+
004+ 007
0 0 001+50PI:
1+
1+

33. 611+
00PI:
1+76.
08 00
1+
1+50
2+002+50DCALIFORNIAEL

DORADO COUNTY TAHOE VALLEY

STORMWATER AND GREENBELT
JobNo:Scale:

Date: 1"=
40' 11/2021 89
X
X
XXX
16"
16"
6"
26"
10"
8"
10"
6"
10" 8"
20"
24"
24"
30"
8"
10"
18"
12"
22"
20"
36"
12"
30" 10"
22"
22"
26"
26"
18"
24"
24"
26"
20"
26"
18"
24"
18"
16"
12"
14"
12"
EX
GAS 2
STLEX
GAS
2 STLEX
GAS
2 STLEX

GASEX GASEX
SS
8 EX SS
8 EX
SS8
EXSS
8EX SS
8EXSS
8EX SS
8 EX
SS 8
EXSS
8EX
WL
4 STEELEX WL
4 STEELEX WL4

STEELEX
WL4

STEELEX
WL 4
STEELEX WL4
STEELEX WL4
STEELEX SS8EX SS8EX
SS
8EX
SS
8EX
SS 8EX
SS 8EX
SS8EX SS
8EX SS 8EX SS 8EX

SDEX SDEX
SDEX
SD

EX SDEX
G A
EX
S
GASEX
GAS

EXGAEXSGAS
SSCEX
SD
15 X
2 1 EX
SD 1
5X 2 1 EX S D
15 X
21 EX SD
60EX
SD 6060
inch
pipe EX SD
18X30S EX GASEX
GASEX
GASD1+ 002+003+
001+501+
00 50 1+
1+
002+002+
50DCALIFORNIAEL DORADO

COUNTY TAHOE

VALLEY STORMWATER
AND
GREENBELT Job No: Scale:

Date:1"=40'
11/2021 E3204006000
EXHIBITRENO 5496 RENO CORPORATE DRIVE
RENO, NV 89511
TEL: (775) 828-
4362 FAX: (
775) 851- 8046
WWW. CARDNO. COM

IMPROVEMENT PROJECT LICENSE
AGREEMENT CTC 023-
231-
010 PROPERTY
LINE (TYP.)APN:
023- 231-010 & 90
023-
381-
010CTCX
X
X
X
X
X
X
X
X
X
X
X
X
16"
10"
14"
16"
30"
26"
36" 28"
12"
10"
8"
8"
10"
18"
14" 14"
14"6"
12"
10"
16"8"
12"
6"
22"
14" 18" 10"
8"8"
14"
12"
10"
10"
16"
20"
20"
16"
20"
30"
20"
6"
6"
22"
16"
16"
18"
18"
18"
16" 8"
14"
12"
18" 6"
12"
22"
12"
6"
8"
8"
14"
12"12"
12"
12"
12"
12"
12"
12" 12"
12"
12"
12"
12"
12"
12"
12"
12"
12" 12"
12"
12"
12"
12"
12"12" 12"
12"
12"
12"
8"
6"
12"
12"
6"
12"
12"
12"
12"
12"
12"
12"
12"
12"
30"
22"
24"
26" 20"
22"
26"
22"
6"22"
20"
8"
26"
22"
12"
20"
22"18"
22"
10"
16"
16" 16"
12" 14"
16"
6"22"
20"
12"
32"
30"
6"
6"
12"
42" EX
GASEX

GASEX GASEX
SS
8EX SS
8 EX
SS
8EX
SS
8EX SS
8EX SS 8EX SS
8 EX
SS
8EX
SS 8EX
SS 8EX
SS
8EX
SS8EXSS8EX
SS8EXWL
4STEELEX WL4WL STEELEX WL4STEELEX
WL4

STEELEX SS
8EX SS 8EX
SS 8EX SS 8EX
SS
8S S CALIFORNIAEL

DORADO COUNTY TAHOE

VALLEY STORMWATER AND

GREENBELT
Job No:

Scale:Date:1"=
40'
11/2021 E3204006000
EXHIBITRENO 5496

RENO CORPORATE

DRIVE RENO, NV
89511 TEL: (775)
828- 4362 FAX: (
775) 851- 8046
WWW. CARDNO. COM

IMPROVEMENT PROJECT LICENSE

AGREEMENT PROPERTY LINE (
TYP.)APN: 023-
381- 010 CTC
023- 381-
010 12' WIDE 91
023- 381- 003
CSLT
023- 231- 003
CALIFORNIA TAHOE CONSERVANCY 023-
381- 010CTC023- 381-
001CTC023-
201-
040CIT
Y
OF
SLT
X
X
XXXXX
XX
XX
XXX
X
X
X
X
X
X
X
32"
28"
28"8"
6"
10"10"
26"
16"
10"
14"
14"
10"
48"
36"
14"
16"
20"
16" 30"
26" 36" 28" 12"
10" 8"
8"10"18" 14"14"
14"
12"6"
10" 8"
16"
6"12" 22" 18" 14"
10"
8"
14" 8"
12"
10"
10" 12"12"
28"
18"
8"10"
24" 28" 6" 22"
28" 26" 26"
12"
12" 22" 10" 10" 20" 16"
24" 10" 32" 8"14"
16" 12"
10" 26" 26" 10"
16" 38"
12"
12"
14"
10" 16"
10" 28"
28"10" 16" 24"20" 22"26"
18"
18"
6" 16" 10" 24" 32"
10"
16"
28"
6"
10"
20" 22"
22"
14"
12"
12"12"
10"
6"
10"
10"
16"
16"
8"46"
16" 20"
20"
16"
20"
30"
20"
6"
6"
10"
10"
10"
22" 18"6"
8"
8"
12"
14"
12"
6"
6"
14" 10"
6"
22" 16"
16" 18"18" 18"
8"
16"
12" 14"
6"18"
26"
18"
12"12"
18"
18"42"
6"6"
34"30"18"
18" 16"
16" 16"
6"
26" 10"
8"
10"
10"6"
20" 8
34"
12"
22"
24"
10"30"
8"
30" 12"
16"
16"
22"
24"
24"
12"
44"
38"
10"
34"
38"
34"
8"
6"
10"10"
6" 10"
6" 8"
6" 8"
6"
6"6"
8" 8"
10"
8" 6" 6"
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00DCALIFORNIAEL DORADO COUNTY 92
023- 0 8 1
0 0 5
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023- 4 3 0
0 4 0
CTC
X
X
22"
22" 18"
6"
40"14"
34" 38"
36"
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10" 6"30"28"24"
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34"
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VALLEY STORMWATER AND
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No: Scale: Date: 93
032- 1
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6"30"
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32" 15"
15"30" 8"
24"
6"
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7"
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7" 8" 13" 12"
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15" 10" 8"8"8" 9"
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8" 8" 7"10" 8" 7"
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9"7"9"18"17"6"
10"9"9"11"6"12"
15" 11" 12" 13"11"12"
14"
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15" 14" 17"16"
12" 11" 14" 15"13"
15"
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11"16"12"11"14"
8"8"
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25"
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47"35"22"
40" 16" 20" 15" 9" 12" 16"13"
20"18"10"
10"11"
11"13"
17"22"160°'

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25"8"
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C-044-2022 Conservancy License Agreement Fi
nal-Updated_20220401
Final Audit Report 2022- 04-12
Created: 2022- 04-06
By: jo Mcdonough ( jmcdonough@cityofslt. us)
Status: Signed
Transaction ID: CBJCHBCAABAAh6rQRL1Wox53G6rPt5UvG- K80Tgd3Gew C-044-2022 Conservancy License Agreement Final-Updated_2 0220401" History
Document created by jo Mcdonough ([email protected]) 2022- 04- 06 - 8:44:12 PM GMT- IP address: 128. 92.136. 146 Document emailed to Sue Blankenship ([email protected]) for signature 2022- 04- 06 - 8:48:44 PM GMT
Email viewed by Sue Blankenship ( sblankenship@cityofslt. us) 2022- 04- 06 - 9:19:03 PM GMT- IP address: 12.177. 140. 20 Document e-signed by Sue Blankenship ([email protected]) Signature Date: 2022- 04-06 - 9:19:30 PM GMT - Time Source: server- IP address: 12.177. 140. 20 Document emailed to Heather Stroud ([email protected]) for signature 2022- 04- 06 - 9:19:34 PM GMT
Email viewed by Heather Stroud ([email protected])
2022- 04- 06 - 11:24:12 PM GMT- IP address: 128. 92.136. 146 Document e-signed by Heather Stroud ([email protected]) Signature Date: 2022- 04-06 - 11:28:18 PM GMT - Time Source: server- IP address: 128. 92.136. 146 Document emailed to Devin Middlebrook ([email protected]) for signature 2022- 04- 06 - 11:28:23 PM GMT
Email viewed by Devin Middlebrook ( dmiddlebrook@cityofslt. us) 2022- 04- 07 - 1:12:07 AM GMT- IP address: 66.189. 255. 213 Document e-signed by Devin Middlebrook ([email protected]) Signature Date: 2022- 04-07 - 1:12:23 AM GMT - Time Source: server- IP address: 66.189. 255. 213 97 Document emailed to Michael Steeves ( michael. steeves@tahoe. ca.gov) for signature 2022- 04- 07 - 1:12:27 AM GMT
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2022- 04- 12 - 4:33:57 PM GMT
98 City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: August 8, 2023
Agenda Item #:6
Agenda Item: Winter Storm 2023 Reconciliation Budget Appropriation Executive Summary: During the Winter of 2022-23, due to severe winter conditions and required response, additional expenditures were required to address snow removal, equipment maintenance needs, and utility expenses. Specifically, an additional $937,730 was required to cover the cost of salaries and benefits, extra overtime, equipment repair, fuel expenses and $160,000 in anticipated expenses for snow equipment repair. In addition, $30,716 was needed to cover the natural gas cost for the snow melt system at Transit Center/Explore Tahoe and for utilities at TTD leased facilities.

Requested Action / Suggested Motions: Pass a Resolution appropriating $968,447 from General Fund Undesignated Excess Reserves Account for Reconciliation of Winter 2023 Expenditures.

Responsible Staff Member: Anush Nejad, Director of Public Works Reviewed and Approved By: Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney
Attachments:
01-Staff_Report_Winter_Budget_Appropriation_Final.docx
02-Resolution-Winter_Budget_Appropriation_8.8.23_Final_V2.docx 99 Council Agenda Report August 8, 2023 Page 1 of 2
City of South Lake Tahoe
Report to City Council
Meeting Date: August 8, 2023
Title: Winter Storm Reconciliation Budget Appropriation Project Location: Citywide
Responsible Staff Member: Anush Nejad, Director of Public Works (530) 542-6031 Background:

During the Winter of 2022-23, due to severe winter conditions and required response, additional expenditures were required to address snow removal, equipment maintenance needs, and utility expenses.

Issue and Discussion:

During the Winter of 2022-23, the following additional funding was required for the winter operations to address snow removal, equipment maintenance, and utility’s needs:

1. Account 207-03610 – Snow Removal – $937,730 as detailed below. Snow removal costs are 50% reimbursable by the State:
a. $68,676 for additional salaries and benefits due to more employees charged to the snow removal account than originally budgeted.
b. $164,712 for additional overtime costs incurred above the budgeted amount. c. $247,905 for fleet services and equipment repairs, plus $160,000 for the projected repair of snow removal equipment.
d. $296,438 for additional fuel expenses.

2. Account 216-05250 – Transit Center/Explore Tahoe
a. $30,716 for additional natural gas costs. This cost is partially reimbursed by TTD at one-third of the cost and LTVA at $5,000 annually for all utilities.

Financial Implications:

The following table outlines the original budget allocation, expenditures, and net changes:

Account 2022-23
Allocated
Budget
Expenditure Net Increase
207-03610-41015 – Regular Employees $646,166 $714,841.55 (+) $68,676 100
Council Agenda Report August 8, 2023 Page 2 of 2
207-03610-41040 – Overtime $75,000 $239,711.31 (+) $164,712 207-03610-42040 – SHOP (Fleet Services) $300,000 $547,904.51 (+) $407,905 207-03610-45024 – Fuel $150,000 $446,437.39 (+) $296,438 216-05250-45021 – Natural Gas $25,000 $55,715.69 (+) $30,716 Total
$968,447
The accompanying resolution appropriates a total of $968,447 (rounded amounts) from General Fund Undesignated Excess Reserves into the Snow Removal fund, Transit fund, and General Fund Fleet accounts that incurred expenditures in excess of budgeted amounts.

Environmental Considerations:

The proposed action is not a “project” subject to review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15378(b)(4) (creation of government funding mechanisms or government fiscal activities which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.

Policy Implications:

The budget appropriation will fund the necessary costs for snow operations, protect city assets, and preserve the equipment for the next winter.
101
Resolution 2023-XXX August 8, 2023 Page 1 of 2
Resolution 2023-XXX
Adopted by the City of South Lake Tahoe
City Council
August 8, 2023
Appropriating $968,447 from General Fund Undesignated Excess Reserves for the Winter 2022-23 Storm Reconciliation

BACKGROUND
A. During the Winter of 2022-23, the City of South Lake Tahoe Streets and Snow Operations required additional labor and materials to address severe winter conditions.

B. Additional funding was needed for required services, including snow removal, equipment maintenance, and utilities.

C. The Department of Public Works expects an additional budget of $160,000 to repair damaged snow equipment before the end of the fiscal year.

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, BE IT RESOLVED, that the City Council of the City of South Lake Tahoe:

1. Appropriates the following amounts to the accounts in the table below from the General Funds Undesignated Excess Reserves to reconcile the 2022-23 budget:

From Fund: Source Amount
36300 General Fund Undesignated Excess Reserves (-) $968,447 To Fund: Task Amount
207-03610-41015 Snow Operations – Regular Employees (+) $68,676 207-03610-41040 Snow Operations – Overtime (+) $164,712 207-03610-42040 Snow Operations – Shop (Motor Pool) (+) $407,905 207-03610-45024 Snow Operations – Fuel (Gasoline) (+) $296,438 216-05250-45021 Transit Center – Natural Gas (+) $30,716 Total (+) $968,447
Adopted by the City of South Lake Tahoe City Council on August 8, 2023 by the following vote:

Yes:

No:

Absent:

Abstain:
102
Resolution 2023-XXX August 8, 2023 Page 2 of 2
________________________ Date:_________
Cristi Creegan, Mayor
Attest:
________________________
Susan Blankenship, City Clerk
The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
103
City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: August 8, 2023
Agenda Item #:7
Agenda Item: Ordinance - Confirmation of Termination and Rescission of Development Agreement with Perfect Union SLT, LLC (Second Reading)
Executive Summary: On June 15, 2021, City Council adopted Ordinance No. 2021-1155 terminating the Development Agreement with Perfect Union SLT, LLC (“Perfect Unionâ€). Subsequently, Perfect Union filed a lawsuit against the City challenging this action. During the course of this lawsuit and documents produced by Perfect Union following a motion to compel, the City has become aware of additional grounds supporting termination and rescission of the Development Agreement. The City Attorney recommends that City Council adopt an ordinance confirming termination and recission of the Development Agreement with Perfect Union to document these additional grounds, namely Perfect Union's uncurable lack of legal or equitable interest in the subject property at the time the Development Agreement was executed, and an unauthorized attempt to transfer and/or actual transfer of ownership or control of the business. On June 20, 2023, City Council voted 3-0-2 (with Mayor Creegan and Mayor Pro Tem Bass recused) to hold a first reading (by title only) and refer second reading and adoption to August 8, 2023.

Requested Action / Suggested Motions: Pass an Ordinance Confirming Termination and Rescission of Development Agreement with Perfect Union SLT, LLC.

Responsible Staff Member: Heather Stroud, City Attorney Reviewed and Approved By: Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Attachments:
01 - Staff Report - Reaffirming Termination of DA 2nd Reading.docx 02 - Ordinance Confirming Termination and Rescission of DA.docx 03 - Exh. A to Ordinance (Mitracos v. City of Tracy).pdf 04 - Exh. B to Ordinance (Side Letter).pdf
05 - Exh. C to Ordinance (Conditional Assignment of Membership Interest).pdf 06 - Exh. D to Ordinance (Agreement of Purchase and Sale of Membership Interest).pdf 07-Proof of Publication
104
City Council Agenda Report- August 8, 2023 Page 1 of 3
City of South Lake Tahoe
Report to City Council
Meeting Date: August 8, 2023
Title: Ordinance - Confirmation of Termination and Rescission of Development Agreement with Perfect Union SLT, LLC (Second Reading)
Location: 2227 James Ave., Suite 5
Responsible Staff Member: Heather Stroud, City Attorney (530) 542-6046 Background:

On June 15, 2021, City Council adopted Ordinance No. 2021-1155 terminating the Development Agreement with Perfect Union SLT, LLC (“Perfect Union”). Subsequently, Perfect Union filed a lawsuit against the City (El Dorado County Superior Court Case No. SC20210172) alleging a breach of contract and seeking relief including damages, specific performance, and injunctive relief against the City. During the course of this lawsuit and documents produced by Perfect Union following a motion to compel, the City has become aware of additional grounds supporting termination and rescission of the Development Agreement. The City Attorney recommends that City Council adopt an ordinance confirming termination and recission of the Development Agreement with Perfect Union to document these additional grounds. On June 20, 2023, the City Council held a first reading (by title only) and referred second reading to August 8, 2023.

Issue and Discussion:

City Council Ordinance No. 2021-1155 terminated the Development Agreement on the grounds that Perfect Union breached the Development Agreement by failing to obtain all approvals and be open for business by the deadline of February 13, 2021. In addition to this reason to terminate the Development Agreement, which remains a valid ground on its own to support termination, two additional grounds have since come to light.

First, Perfect Union’s lack of legal or equitable interest in the subject property at the time the Development Agreement was executed and was to become effective is not a breach that could be cured under Government Code section 64865(a) of the Development Agreement Law, including as interpreted by a 2022 Court of Appeal case from the Third Appellate District, which is the district that decides appeals arising out of the El Dorado County Superior Court. Section 64865(a) requires that a developer have a legal or equitable interest in the real property to be developed at the time a city enters into a development agreement and the development agreement becomes effective. In Mitracos v. City of Tracy, 2022 WL 1536636 (Cal. Third App. Dist. May 16, 2022), the court held that a development agreement which purports to apply to property for which the developer had no legal or equitable interest at the time the development agreement was executed and purportedly became effective is void.
105
City Council Agenda Report- August 8, 2023 Page 2 of 3
Section 2.4.4 of the Development Agreement required Perfect Union to represent and warrant that it “has a legal, possessory or other equitable interest in the Property.” Although Perfect Union had made this representation and submitted with its original application a real estate letter of intent from property owner Michael McKeen to lease 2227 James Ave., Suite 5 to Perfect Union SLT, LLC, Mr. McKeen also entered into a Side Letter Agreement with lessees Melissa Sanchez and Rick Lobley, who are not listed as owners or members of Perfect Union SLT, LLC, stating that “Lessor and Lessee agree that . . . the [real estate letter of intent] has no effect on the terms of the lease” and is “null and void.” (See Exhibit B to the attached Ordinance.) Perfect Union has never provided any contrary evidence to show it had a legal or equitable interest in the subject property when the Development Agreement was executed, or on before its effective date. Thus, the evidence shows Perfect Union did not actually have the requisite legal or equitable interest in the subject property when the Development Agreement was entered into or on or before its effective date.

Second, Perfect Union produced documents showing that local owners Scott Peters and Leon Abravanel had arranged to transfer the ownership in the business before any application was even submitted to the City, in violation of the Development Agreement and City Code. Specifically, the documents produced during discovery show that on April 4, 2019, the day before Perfect Union submitted its application for the Development Agreement to the City, Peters and Abravanel executed a Conditional Assignment of Membership Interest in which they agreed to convey 95 percent of their membership interest in Perfect Union to SLT James, LLC and MWG Holdings Group, Inc. upon issuance of a City license. (See Exhibit C to the attached Ordinance.) This appears to have been a fraudulent attempt to structure ownership to achieve the maximum number of points for local ownership at the time the development agreement applications were scored without actually having any local ownership in effect by the time the business began operating. While this ownership transfer does not appear to have been consummated, Perfect Union continued to pursue an unauthorized transfer.

The documents produced during discovery in the lawsuit also show that on November 25, 2020 (the same day that Perfect Union applied for an amendment to its Development Agreement to extend the time to open for business and change ownership or control to a different entity), Peters and Abravanel executed an Agreement of Purchase and Sale of Membership Interest in which Peters and Abravanel agreed to sell 99 percent of their interest in Perfect Union to 2227 SLT LLC, an entity for which Melissa Sanchez signed as the Manager, for $100,000. (See Exhibit D to the attached Ordinance.) Section 10.1 of the Development Agreement prohibits unauthorized sale, assignment, or transfer of interests in the cannabis business, and states that “any assignment or transfer prohibited by this Agreement will be considered an immediate breach of this Agreement and City may elect to immediately terminate this Agreement.” Additionally, the transfer or attempted transfer of ownership or control of a cannabis business without obtaining approval from the City is void and results in the affected Cannabis Use Permit being deemed revoked under South Lake Tahoe City Code section 6.55.740(C).

Financial Implications:

Under the Development Agreement, Perfect Union agreed to provide the City with a community benefit fee of 6 percent of gross receipts and to provide additional community benefits described in Exhibit C of the Development Agreement including educational and after-school programs for children to prevent cannabis use. Because Perfect Union failed to open for business, the City and community have not realized any financial benefits from the Development Agreement. The proposed ordinance does not have any financial implications. 106
City Council Agenda Report- August 8, 2023 Page 3 of 3
Environmental Considerations:

This action is not a project requiring review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15378(b)(5) (organizational or administrative activities that will not result in direct or indirect physical changes in the environment).

Policy Implications:

None.
107
Ordinance 2023-XXX August 8, 2023 Page 1 of 5
Ordinance 2023-XXX
Adopted by the City of South Lake Tahoe
City Council
August 8, 2023
An Ordinance Confirming Termination and Rescission of Development Agreement with Perfect Union SLT, LLC

FINDINGS
A. On April 5, 2019, Perfect Union SLT, LLC (“Perfect Union”) submitted an application to the City for a development agreement to operate a cannabis microbusiness. Perfect Union’s application included a “binding letter of intent to lease” the property at 2227 James Avenue, Suite 5 (“Property”), which was signed by owner Michael McKeen and purported lessee Perfect Union. If this evidence of owner consent had not been included in the application, Perfect Union’s application would have been deemed incomplete under the Development Agreement Application, Evaluation, and Selection Procedures and Evaluation Criteria adopted by City Council Resolution No. 2019-003. Furthermore, Government Code section 64865(a) of the Development Agreement Law requires that a developer have a legal or equitable interest in the real property to be developed at the time a city enters into a development agreement and the development agreement becomes effective. See also Mitracos v. City of Tracy, 2022 WL 1536636 (Cal. Third App. Dist. May 16, 2022) (a development agreement which purports to apply to property for which the developer had no legal or equitable interest at the time the development agreement was executed and purportedly became effective is void) (attached hereto as Exhibit “A”).

B. In its application for a development agreement, Perfect Union indicated that “[t]he business is 100% owned by two local residents and business owners. Leon Abravanel and Scott Peters each own 50% of the business.” If Perfect Union had not represented that it was owned by one or more three-year residents or business owners within the boundaries of the City of South Lake Tahoe, it would not have received the maximum number of points for local ownership (9 points out of 100 total) in the scoring rubric under the Development Agreement Application/Proposal Requirements and Evaluation Criteria adopted by City Council Resolution No. 2019-003.

C. On November 14, 2019, the Planning Commission issued a Cannabis Use Permit to Perfect Union for the operation of a cannabis microbusiness at the Property, and recommended that City Council adopt an ordinance to approve a Development Agreement with Perfect Union, by adoption of Resolution No. 2019-27.
108
Ordinance 2023-XXX August 8, 2023 Page 2 of 5
D. On January 14, 2020, the City Council adopted Ordinance No. 2020-1137 approving a Development Agreement with Perfect Union in accordance with the Development Agreement Law, California Government Code sections 65864-65869.5, and South Lake Tahoe City Code section 6.55.790. The Development Agreement provides that its effective date was February 13, 2020.

E. Section 3.5 of the Development Agreement required Perfect Union to obtain all Subsequent Approvals and open for business by February 13, 2021. Perfect Union did not meet this deadline. Subsequent Approvals not obtained by the deadline included a Certificate of Occupancy for the tenant improvements, issuance of a Public Safety License, and a state license to operate a cannabis microbusiness.

F. On November 25, 2020, Melissa Sanchez, on behalf of Perfect Union, submitted an application to amend the Development Agreement to extend the opening deadline by 12 months, and subsequently amended the application to shorten the requested extension to six months. The application also requested a change of ownership or control from Perfect Union to James Tahoe LLC.

G. On January 14, 2021, the Planning Commission held a public hearing to consider Perfect Union’s request. The Planning Commission adopted Resolution No. 2021-02, recommending that City Council not adopt an ordinance to amend the Development Agreement to extend the opening deadline by six months or allow a change in ownership or control of Perfect Union.

H. Perfect Union appealed the Planning Commission’s action, which appeal was heard and denied by the City Council on March 2, 2021, by adoption of Resolution No. 2021-011.

I. On February 10, 2021, Perfect Union requested a 120-day permitted delay under Section 12.3 of the Development Agreement, which the City Attorney denied in a response dated February 11, 2021, because the stated reasons for Perfect Union’s failure to obtain the Subsequent Approvals and open for business by February 13, 2021 did not meet the definition of “permitted delay” under the Development Agreement.

J. On March 3, 2021, the City Attorney sent a Notice of Breach to Perfect Union under Section

11.1 of the Development Agreement, providing 30 days to cure before proceeding with remedies including withholding of permits and termination of the Development Agreement. The Notice of Breach cited Perfect Union’s breach of the following sections of the Development Agreement: (1) Section 3.5 (Development Timing) for failing to obtain the Subsequent Approvals and open for business by February 13, 2021; (2) Section 2.4.4 (Developer Representations and Warranties) for misrepresenting that Perfect Union was the lessee of the Property when, in fact, a Side Letter Agreement executed by Melissa Sanchez and Rick Lobley (who were themselves actually the lessees of the Property and not listed as owners or members of Perfect Union), and owner Michael McKeen, dated April 4, 2019, the day before Perfect Union submitted its application to the City), stated that the Real Estate Letter of Intent 109
Ordinance 2023-XXX August 8, 2023 Page 3 of 5
between McKeen and Perfect Union is “null and void” (attached hereto as Exhibit “B”); and (3) Section 4.4.1 (Public Safety Impact Mitigation Fee) for failing to timely pay the fee.

K. Perfect Union did not cure all of the breaches cited by the City Attorney’s March 3, 2021 Notice of Breach letter within the 30-day period provided. Specifically, Perfect Union failed to obtain all Subsequent Approvals and open for business by the end of the cure period, or to commence the cure during the cure period and diligently prosecute it to completion. Further, pursuant to Government Code section 64865(a) and the Third District Court of Appeal’s analysis in Mitracos v. City of Tracy, Perfect Union’s lack of legal or equitable interest in the Property at the time the Development Agreement was executed is not a curable breach and rendered the Development Agreement void. Perfect Union has never provided any contrary evidence to show it had a legal or equitable interest in the Property when the Development Agreement was executed, or on or before its effective date. Thus, the evidence shows that Perfect Union did not actually have the requisite legal or equitable interest in the Property when the Development Agreement was entered into or on or before its effective date.

L. On May 13, 2021, the Planning Commission held a public hearing and passed Resolution No. 2021-08 suspending Perfect Union’s cannabis use permit under South Lake Tahoe City Code section 6.55.780 pending the outcome of the termination proceedings, and recommending that City Council adopt an ordinance terminating the Development Agreement.

M. On June 1, 2021, the City Council held a first reading (by title only) and referred a second reading and adoption to June 15, 2021, to terminate the Development Agreement. On June 15, 2021, the City Council adopted Ordinance No. 2021-1155 terminating the Development Agreement on the grounds that Perfect Union breached the Development Agreement by failing to obtain all Subsequent Approvals and be open for business by the deadline of February 13, 2021, which automatically terminated the associated Cannabis Use Permit under South Lake Tahoe City Code section 6.55.780(D).

N. On September 22, 2021, Perfect Union filed a lawsuit against the City (El Dorado County Superior Court Case No. SC20210172), alleging breach of contract and seeking relief including damages, specific performance, and injunctive relief against the City.

O. During discovery in the lawsuit, and following a motion to compel, Perfect Union produced documents showing that local owners Scott Peters and Leon Abravanel had arranged to transfer their ownership in the business before any application was even submitted to the City, in violation of the Development Agreement and City Code.

P. Specifically, the documents produced during discovery show that on April 4, 2019, the day before Perfect Union submitted its application for the Development Agreement to the City, Peters and Abravanel executed a Conditional Assignment of Membership Interest (attached hereto as Exhibit “C”) in which they agreed to convey 95 percent of their membership interest in Perfect Union to SLT James, LLC and MWG Holdings Group, Inc. upon issuance of a City license. This appears to have been a fraudulent attempt to structure ownership to achieve the 110
Ordinance 2023-XXX August 8, 2023 Page 4 of 5
maximum number of points for local ownership at the time the development agreement applications were scored without actually having any local ownership in effect by the time the business began operating. For reasons that have not been disclosed to the City, this ownership transfer does not appear to have been consummated (however, Perfect Union continued to pursue an unauthorized transfer, as discussed below).

Q. The documents produced during discovery in the lawsuit also show that on November 25, 2020 (the same day that Perfect Union applied for an amendment to its Development Agreement to extend the time to open for business and change ownership or control to James Tahoe LLC), Peters and Abravanel executed an Agreement of Purchase and Sale of Membership Interest (attached hereto as Exhibit “D”) in which Peters and Abravanel agreed to sell 99 percent of their interest in Perfect Union to 2227 SLT LLC, an entity for which Melissa Sanchez signed as the Manager, for $100,000. Section 10.1 of the Development Agreement prohibits unauthorized sale, assignment, or transfer of interests in the cannabis business, and states that “any assignment or transfer prohibited by this Agreement will be considered an immediate breach of this Agreement and City may elect to immediately terminate this Agreement.” Additionally, the transfer or attempted transfer of ownership or control of a cannabis business without obtaining approval from the City is void and results in the affected Cannabis Use Permit being deemed revoked under South Lake Tahoe City Code section

6.55.740(C).

R. On June 20, 2023, the City Council held a public hearing and a first reading (by title only) of this ordinance, and referred second reading and adoption to August 8, 2023 by a vote of 3-0-2.

Mayor Cristi Creegan and Mayor Pro Tem Cody Bass recused themselves because of potential conflicts of interest. In accordance with City Council Protocols, the Mayor selected a councilmember without a conflict (Councilmember Tamara Wallace) to act as the chair for that item. There were no speakers at the public hearing.

Now, Therefore, the City Council of City of South Lake Tahoe does ordain as follows:

SECTION 1. The recitals set forth above are true and correct.

SECTION 2. The City Council reaffirms that Perfect Union breached its Development Agreement by failing to obtain all Subsequent Approvals (as defined in its Development Agreement) and be open for business by the deadline of February 13, 2021.

SECTION 3. The City Council finds that Perfect Union also breached its Development Agreement by attempting and/or actually selling and transferring 99 percent of the local owners’ interest in Perfect Union to 2227 SLT LLC, on November 25, 2020, a breach which entitled the City to immediate termination of the Development Agreement at that time, had Perfect Union not fraudulently withheld information about the sale and transfer of ownership and control until Perfect Union was compelled by the court to disclose it during discovery.

SECTION 4. The City Council finds that Perfect Union also breached the Development Agreement by falsely representing and warranting at the time of its application and execution of the Development Agreement that it had a “legal, possessory, or other equitable interest” in the Property, and that this breach was not cured before the Development Agreement’s effective date of February 13, 2020, and 111
Ordinance 2023-XXX August 8, 2023 Page 5 of 5
was not curable under Government Code section 64865(a), including as interpreted by the Third District California Court of Appeal (which has jurisdiction of appeals from El Dorado County Superior Court) in Mitracos v. City of Tracy.

SECTION 5. The City Council further finds that the Development Agreement was and is void based on the foregoing findings.

SECTION 5. Based on the foregoing, the City Council reaffirms the termination of the Development Agreement with Perfect Union and further determines that the Development Agreement is and shall be rescinded.

SECTION 6. This Ordinance shall be effective thirty (30) days after its passage and adoption.

Adopted by the City of South Lake Tahoe City Council on August 8, 2023 by the following vote:

Yes:

No:

Abstain:

Absent:
________________________ Date:_________
Tamara Wallace, Councilmember
Attest:
________________________
Susan Blankenship, City Clerk
First Reading:

Published:

Effective:

The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the South Lake Tahoe City Council.
112
Mitracos v. City of Tracy, Not Reported in Cal.Rptr. (2022) © 2023 Thomson Reuters. No claim to original U.S. Government Works. 1 KeyCite Red Flag - Severe Negative Treatment
Unpublished/noncitable
2022 WL 1536636
Not Officially Published
(Cal. Rules of Court, Rules 8.1105 and 8.1110, 8.1115)
Only the Westlaw citation is currently available.

California Rules of Court, rule 8.1115, restricts
citation of unpublished opinions in California courts.

Court of Appeal, Third District, California.

Mary MITRACOS, Plaintiff and Respondent,
v.

CITY OF TRACY, Defendant and Appellant;
Surland Communities, LLC, Real
Party in Interest and Appellant.

C093383
|
Filed 5/16/2022
Attorneys and Law Firms
Mark V. Connolly, Attorney at Law, P.O. Box 1109, Tracy, CA 95378, for Plaintiff and Respondent.

Kevin Drake Siegel, Nicholas Joseph Muscolino, Burke,
Williams & Sorensen LLP, 1901 Harrison Street, Suite 900, Oakland, CA 94612, Leticia Ramirez, City Attorney, City of Tracy, 333 Civic Center Plaza, Tracy, CA 95376-4062, for Defendant and Appellant.

Steven A. Herum, Joshua Jonathan Stevens, Herum Crabtree Suntag, 5757 Pacific Avenue, Suite 222, Stockton, CA 95207, for Real Party in Interest and Appellant.

Matthew Cable Henderson, Miller Starr Regalia, 1331 N.

California Blvd., 5th Floor, Walnut Creek, CA 94596, for Appellant.

Rick W. Jarvis, Jarvis, Fay & Gibson, LLP, 555 12th Street, Suite 1630, Oakland, CA 94607, for Appellant.
(Super. Ct. No. STK-CV-UWM-2018-0005531)
Opinion
RAYE, P. J.
*1 Defendant City of Tracy and real party in interest
Surland Communities, LLC (Surland) jointly appeal from the judgment on plaintiff Mary Mitracos’ petition for writ of mandate ordering the city to vacate and set aside the adoption and approval of the “Second Amendment to Amended and
Restated Development Agreement” between the city and
Surland (hereafter the Second Amendment).

The city and Surland contend that the judgment should be reversed, because (1) the trial court wrongly found that sections 1.07(b)(ii) and 1.07(h) of the Second Amendment, allowing property to be added to the city's development agreement with Surland, violated Government Code sections 65865, subdivision (a), and 65865.2;
1 and (2) the court
should have severed sections 1.07(b)(ii) and 1.07(h), rather than invalidating the entire Second Amendment.

We will remand to the trial court to determine the amount of attorney fees Mitracos reasonably incurred defending against this appeal. We will otherwise affirm the judgment.

FACTUAL AND PROCEDURAL BACKGROUND
In 2009, the city recorded a development agreement with Surland. Under the vested rights provisions of the agreement, the city's land use “rules, regulations, ordinances, policies, standards, specifications, practices and standard operating procedures” relating to Surland's development of property in the Ellis Specific Plan area were frozen as of December 1, 2008. In return, Surland committed to provide $10 million towards design, maintenance, operation and construction of a local community swim center and to offer to dedicate up to 16 acres for the swim center site. The term of the agreement was 25 years.

The agreement further provided that Surland was eligible to receive 2,250 “Residential Growth Allotments” (RGAs) from the city. An RGA, as defined by the city's Growth
Management Ordinance, “is an allotment made by the City ... which must be obtained by a developer ... before each
residential building permit is issued by the City .... One RGA is required for each dwelling unit to be constructed.” (Tracy Mun. Code, ch. 10.12, § 10.12.030.) The first 500 RGAs
were dedicated to development within the Ellis Specific Plan area. 2 All remaining RGAs could be used within the Ellis Specific Plan area or applied to other Surland-owned property authorized for development. The agreement required that “[a]s to all property ... Owner [Surland] must have a legal or 113
Mitracos v. City of Tracy, Not Reported in Cal.Rptr. (2022) © 2023 Thomson Reuters. No claim to original U.S. Government Works. 2 equitable interest in such property before this Agreement can be recorded against such property.”
*2 On October 31, 2011, the trial court issued a statement of decision on a petition for writ of mandate filed by the Tracy Region Alliance for a Quality Community to enjoin the city from proceeding under the 2009 development agreement.

The court found that (1) “the Development Agreement in
this case is a reservation of future development rights for Surland ... contrary to the plain language and objectives of Section 65865(a)”; and (2) the agreement applied to property outside the Ellis Specific Plan area, thus “there can be no reference to existing regulations or zoning ordinances which can satisfy the requirements of Government Code § 65865.2.” In 2013, the city recorded an “Amended and Restated
Development Agreement” with Surland (hereafter the 2013 DA). The 2013 DA provided that the 2,250 RGAs that
Surland was eligible to apply for and potentially receive were for development of all the property within the Ellis Specific Plan area that Surland owned or had enforceable contracts to purchase.

On May 18, 2018, the city recorded the Second Amendment to the 2013 DA. 3 Under the Second Amendment, Surland
would assume an increased obligation to design and construct the swim center and the city would adopt a process for Surland to apply for and the city to approve the addition of property subject to the 2013 DA. Section 1.07(b)(ii) of the Second Amendment provided in relevant part: “This amendment is designed to permit additional property to be added to and incorporated in to the Development Agreement and therefore become Property of the Development Agreement, and Owner [Surland] may apply for RGAs for Projects and home builders within the Property (whether or not annexed to the [Ellis Specific Plan]) area. Owner shall not apply RGAs subject to this Agreement to other real property unless this property has been added to the Development Agreement as Property pursuant to subsection 1.07(h).”
Section 1.07(h) gave Surland the right to request approval from the city to record the development agreement against additional property if: (1) the property “has been annexed” to the city; (2) Surland has an enforceable right to purchase the property “within the meaning of ‘legal and equitable interest in real property’ as used in current Government Code Section 65865(a)”; (3) Surland agrees to annex the property into the Ellis Specific Plan owners’ association, finance district and finance plan; (4) the development agreement as amended
or modified includes a description of the property; and (5) the city adopts a finding that the property description is not inconsistent with the city's Growth Management Ordinance in the form that existed on the effective date of the 2013 DA.

On May 11, 2018, Mitracos filed a petition for writ of mandate and complaint for declaratory relief against the city, naming Surland as real party in interest, alleging that the Second Amendment violated sections 65865, subdivision (a), and 65865.2 and was therefore void. 4 Surland and the city filed answers to the petition and the parties submitted a brief. The matter proceeded to a court trial, essentially a writ hearing, which was not reported. Mitracos requested a statement of decision.
*3 In the statement of decision, the court found the
Second Amendment “could be recorded against and currently allocated Residential Growth Allotments applied to real property in which [Surland] has no ‘legal or equitable interest’ ” as required by section 65865. The court further found “that the fact the 2018 amendments allow for the annexation of Real Party's after acquired property, and the application of allotted RGAs only upon city council action does not meet the Government Code requirements which exist at the inception of Development Agreements.” The court also found that the Second Amendment did not meet the requirements of section 65865.2 as it “allows RGAs to be used on other unknown
projects and unknown parcels which may or may not have
the Ellis Specific Plan design and planning standards for all infrastructure and site improvements.”
The court entered judgment finding that the city committed a prejudicial abuse of discretion in adopting the Second Amendment, which did not comply with sections 65865,
subdivision (a), and 65865.2, and was therefore void, and ordering the city to set aside, rescind and vacate the Second Amendment and ordinance adopting it.

The city and Surland moved for a new trial, or, in the
alternative, to set aside and vacate the judgment and enter a new and different judgment. The trial court failed to rule on the motion within the statutorily prescribed time, resulting in its denial by operation of law. (Hersey v. Vopava (2019) 38 Cal.App.5th 792, 797, fn. 2; Code Civ. Proc., §§ 660, subd. (c), 663a, subd. (b).)
The city and Surland filed timely appeals.
114
Mitracos v. City of Tracy, Not Reported in Cal.Rptr. (2022) © 2023 Thomson Reuters. No claim to original U.S. Government Works. 3

DISCUSSION
I
Section 68685
The city and Surland contend that the trial court's
interpretation of sections 1.07(b)(ii) and 1.07(h) of the Second Amendment as violating section 65865 is incorrect. We
disagree.

The standard of review we apply in reviewing the validity of a development agreement is in fact two standards of review, as the court explained in Santa Margarita Area Residents Together v. San Luis Obispo County Bd. of Supervisors (2000) 84 Cal.App.4th 221 (Santa Margarita): “A development
agreement is a legislative act (§ 65867.5) and [the city] has the discretion to determine what legislation is necessary and appropriate. A reviewing court will not set aside a legislative act unless it is arbitrary, capricious, or unlawful. [Citations.] On the other hand, courts independently decide purely legal issues such as statutory interpretation.” ( Id. at pp. 227-228.) Thus, a court reviews a development agreement “to determine if it enlarges or impairs the terms of the authorizing statute without deference” to the local legislative body. ( Id. at p. 228.)
The city and Surland argue that the Second Amendment did not violate section 65865, subdivision (a), because (1) section

1.07(b)(ii) of the Second Amendment only allows property to be added to the 2013 DA if Surland owns or has an
enforceable right to purchase property within the meaning of the “ ‘legal and equitable interest in real property’ ” language in section 65865, and (2) section 1.07(h)(iv) of the Second Amendment requires that the 2013 DA contain an amended
description of property subject to the agreement that includes the newly added property. The city and Surland argue that sections 1.07(b)(ii) and 1.07(h) were drafted to address the issues that prompted invalidation of the 2009 development agreement.

However, the 2009 development agreement also contained
a provision requiring Surland to have an interest in
newly acquired property that complied with section
65865, subdivision (a). The difference between the 2009 development agreement and the Second Amendment to the
2013 DA is only that the latter requires amendment of
the property description. The city and Surland deem this requirement to mandate an amendment of the 2013 DA under section 65868.
5 The 2013 DA states: “This Agreement may
be amended from time to time in accordance with California Government Code section 65868 ....”
*4 An amendment requirement does not obviate the core
problem under section 65865, subdivision (a), the Second Amendment, which gives Surland vested rights as of the
effective date of the 2013 DA for property Surland might acquire in the future. This is not permissible under section 65865, subdivision (a), nor is it consistent with the purpose of the development agreement statute.

In Mammoth Lakes Land Acquisition, LLC v. Town of
Mammoth Lakes (2010) 191 Cal.App.4th 435 (Mammoth
Lakes), we summarized the history and purpose of the
development agreement statute: “A development agreement is a statutorily authorized agreement between a municipal government ... and a property owner for the development of the property. (Gov. Code, § 65865, subd. (a).) One
of the main components of a development agreement is
a provision freezing the municipality's rules, regulations, and policies governing permitted uses of land and density of the land use, as well as standards and specifications for design, improvement, and construction. (Gov. Code,
§ 65866.) This provision allows a developer to make
long-term plans for development without risking future
changes in the municipality's land use rules, regulations, and policies.” ( Id. at p. 442, citing Santa Margarita, supra, 84 Cal.App.4th at p. 227.)
“The Legislature enacted the development agreement statutes in response to the California Supreme Court's jurisprudence on vested rights. [¶] Before 1976, developers in California faced changes in land use laws and policies during the course of long-term development of property. When a change in
the land use laws and policies interfered with development already initiated, some developers argued that they had a ‘vested right’ to complete the development despite the changes in the land use laws and policies.” ( Mammoth
Lakes, supra, 191 Cal.App.4th at p. 443, citing Avco
Community Developers, Inc. v. South Coast Regional Com. (1976) 17 Cal.3d 785, 791.) “In 1976, the California Supreme Court, in Avco, decided that no right to complete the work vested until the developer obtained a building permit, even 115
Mitracos v. City of Tracy, Not Reported in Cal.Rptr. (2022) © 2023 Thomson Reuters. No claim to original U.S. Government Works. 4 if the developer had already performed substantial work and incurred substantial liabilities on the project.” (Mammoth Lakes, at p. 443, citing Avco, at p. 793.)
“In 1979, the Legislature's enactment of the development agreement statutes provided a way for the municipality and developer to depart from the common law rule of vested
rights.” ( Mammoth Lakes, supra, 191 Cal.App.4th at p.
443.) “The agreements allowed the developer to proceed
with a project with the assurance that the project would be approved based on rules, regulations, and policies existing at the time the development agreement was approved, even if those rules, regulations, and policies changed over the course of the development project. (Gov. Code, § 65864, subd. (b).)” (Ibid.)
In sum, under the development agreement statute,
a municipality could contractually assure a developer
embarking on a long-term development project that local land use regulations and standards would not change
before the developer completed the project. (See Citizens for Responsible Government v. City of Albany (1997)
56 Cal.App.4th 1199, 1213 (Citizens for Responsible
Government) [“Development agreements are creatures of
legislation intended to provide developers with an assurance of their right to carry a project to completion and for which they need to make initial commitments”]; Neighbors in
Support of Appropriate Land Use v. County of Tuolumne
(2007) 157 Cal.App.4th 997, 1013 [“the main purpose of
a development agreement is to freeze existing regulations in order to give the developer assurance that the project will not be blocked by future regulatory changes”]; North Murrieta Community, LLC v. City of Murrieta (2020) 50
Cal.App.5th 31, 41 [“entering a development agreement
allows a builder to rely on the regulations, conditions, and fees that exist at the planning stage when assessing the economics of completing a development that may take years or even decades to complete”]; Sigg, California's Development Agreement Statute (1985) 15 Sw.U. L.Rev.
695, 707 [“Development agreements grant builders a critical benefit which the traditional vested rights rule withheld: they allow a builder to acquire by contract the equivalent of a vested right at an early stage of the project”].)
*5 The language of section 65865, subdivision (a), reflects the Legislature's intent to allow a municipality to enter into an agreement to freeze land use regulations for a developer to complete a project: “Any city, county, or city and county, may enter into a development agreement with any person
having a legal or equitable interest in real property for the development of the property as provided in this article.” (§ 65865, subd. (a), italics added.) The statute speaks in terms of a developer “having” an interest in “the” real property at the inception of the development agreement. It is axiomatic that our primary task in interpreting the development agreement statute, as with any statute, is to determine the Legislature's intent, giving effect to the statutory purpose, of which the words of the statute are the most reliable indicator. (Center for Community Action & Environmental Justice v. City of Moreno Valley (2018) 26 Cal.App.5th 689, 698 (Center for Community Action).)
The Legislature's declaration in section 65864, subdivision (b), underscores that the purpose of the statute is to facilitate completion of development projects: “The Legislature finds and declares that: [¶] ... (b) Assurance to the applicant for a development project that upon approval of the project, the applicant may proceed with the project in accordance with existing policies, rules and regulations, and subject to conditions of approval, will strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic costs of development.” (§ 65864, subd. (b); see also Sigg, supra, 15 Sw.U. L.Rev. at p. 708 [“Perhaps the primary attraction development
agreements hold for builders is their potential for reducing the uncertainty over whether the builder will be able to complete a large-scale project”].)
In service of the statutory objective to facilitate completion of projects, section 65865, subdivision (a), imposes the threshold requirement that the developer actually have a legal or equitable interest in the property to be developed.

Put another way, the statute is not designed to facilitate development speculation.

The amendment provisions of the development agreement
statutes do not alter or expand the limited purpose of
the statutes to freeze land use regulation for a developer to complete a project. The city and Surland argue that
“sections 65867.5(a) and 65868 ... authorize cities to amend development agreements via duly-adopted ordinance, without any limitation on the nature and scope of the amendment.” Not so. While these statutes are content neutral, describing only the parties’ ability to amend the agreement by mutual consent and the process to do so, that does not mean a
municipality has free rein to do by amendment what it
cannot do in the initial agreement in compliance with section 116
Mitracos v. City of Tracy, Not Reported in Cal.Rptr. (2022) © 2023 Thomson Reuters. No claim to original U.S. Government Works. 5 65865, subdivision (a). The provisions of the development agreement statutes must be interpreted “ ‘consistent with the purpose of the statute and statutory framework.’ ” (Center for Community Action, supra, 26 Cal.App.5th at p. 698.) The limitation imposed by section 65865, subdivision (a), applies equally to an amendment under section 65868 as to the initial agreement.

Both sides cite National Parks & Conservation Assn. v.

County of Riverside (1996) 42 Cal.App.4th 1505 (National Parks), in support of their respective positions. In National Parks, the court upheld the validity of a development
agreement where the developer did not have fee title to all of the land under the agreement. ( Id. at p. 1521.) The city and Surland argue National Parks concluded that a development agreement is consistent with section 65865, subdivision (a), if “ ‘it does not bind the use of the land unless and until the land transfer is accomplished,’ ” quoting National Parks, at page 1523. Mitracos argues that, “[i]n National Parks, the [development agreement] was NOT effective until the developer identified the property to be included and acquired an interest in all of that property. [Citation.] In National Parks there was no [development agreement] and no vested rights conveyed to any property until those conditions precedent occurred.” Mitracos has the better argument.
*6 In National Parks, the challenger to a development
agreement between a developer proposing to site a landfill in a former mine and the county contended that the former could not enter into the agreement, because part of the landfill site was owned by the federal Bureau of Land Management (BLM), which had agreed to a land exchange that had yet to be completed. ( National Parks, supra, 42 Cal.App.4th at p. 1512.) The trial court held that the development agreement was valid under section 65865, subdivision (a), because the agreement by its terms would not become effective until the developer acquired a fee interest in the BLM property, the developer already owned the bulk of the land, and it was reasonably foreseeable the developer would acquire the BLM land. (National Parks, at p. 1513.) The appellate court agreed. The development agreement expressly provided that it was not effective until the developer acquired fee interest in the BLM property. ( Id. at p. 1521.) The court observed:
“The record shows the County has a policy not to execute development agreements until the developer has the requisite interest in the land. The condition of [the developer] acquiring the fee interest in the property was required by the County to comply with the terms of the Government Code section 65865, subdivision (a).” (Ibid.)
There is no similar delay in the effective date of the 2013 DA under the Second Amendment. Surland did not need
to acquire fee title, or any other legal or equitable interest, in land to be added to the 2013 DA for the agreement to become effective. Under the Second Amendment, the 2013
DA was immediately effective and recorded as of March
2013, giving Surland vested rights for property that Surland had not acquired, was not in the process of acquiring, or had even identified.

We conclude the Second Amendment was not in compliance
with section 65865, subdivision (a), and the city abused its discretion in adopting the ordinance approving the Second Amendment.

II
Section 65865.2
Section 65865.2 “identifies the necessary terms in a
development agreement, including duration, permitted uses, density of development, size of buildings and dedication of land for public purposes.” ( Citizens to Enforce CEQA
v. City of Rohnert Park (2005) 131 Cal.App.4th 1594,
1599; see Citizens for Responsible Government, supra, 56 Cal.App.4th at p. 1214.)
The 2013 DA states that it complies with the requirements of section 65865.2: “The duration of this Agreement is set forth in Section 1.06 of this Agreement, and this Agreement sets forth provisions for the permitted uses, the density and intensity of use, the maximum height and size of proposed buildings, and the dedication of land for public purposes in the Applicable Law provisions of this Agreement, either by its terms or through its incorporation of the General Plan and the 2013 Ellis Specific Plan.”
The Second Amendment states that Surland “intends to
annex to the Ellis Property Owners Association all real property which is subsequently subject to the Development Agreement,” and “such other real property may adopt the Ellis Specific Plan design and planning standards for all infrastructure and site improvements.” (Italics added.) 117
Mitracos v. City of Tracy, Not Reported in Cal.Rptr. (2022) © 2023 Thomson Reuters. No claim to original U.S. Government Works. 6 Thus, with respect to property added to the 2013 DA, the Second Amendment does not set forth the permitted uses, density of development, and size of buildings mandated by section 65865.2 for property subject to the development agreement. In effect, no standards were specified for afteracquired property but only an intention to consider the Ellis Specific Plan specifications. The Second Amendment thus does not comply with section 65865.2.

The city and Surland argue that the section 65865.2
compliance issue is not ripe because no additional property has been acquired by Surland and added to the 2013
DA by the process set forth in sections 1.07(b)(ii) and

1.07(h) of the Second Amendment. We disagree. Whether
a development agreement contains required terms is an
issue ripe for decision at the time the agreement was
adopted. (See Trancas Property Owners Assn. v. City of
Malibu (2006) 138 Cal.App.4th 172, 182-183 [rejecting the argument that agreement between the city and developer
exempting development from compliance with zoning
density restrictions was not ripe for review because the development had yet to occur, as the city “has already made impermissible promises and commitments”].)
*7 The city and Surland also claim that the city is
entitled to a presumption that an amendment to the
property description of the 2013 DA under sections

1.07(b)(ii) and 1.07(h) of the Second Amendment will
comply with section 65865.2. “Amendments to development agreements are subject to the provisions of Government
Code section 65867.5. (Gov. Code, § 65868.) Legislative enactments such as these ‘are presumed to be valid; to
overcome this presumption the petitioner must bring forth evidence compelling the conclusion that the ordinance
is unreasonable and invalid.’ [Citation.]” ( Citizens for Amending Proposition L v. City of Pomona (2018) 28
Cal.App.5th 1159, 1187.) We have already concluded sections

1.07(b)(ii) and 1.07(h) of the Second Amendment are not in compliance with section 65865 and the city abused
its discretion in adopting the ordinance approving the
Second Amendment. Any presumption of validity has been
overcome. (See Citizens for Amending Proposition L, at p. 1187 [evidence that city ordinance and contract it authorized violated Prop. L prohibiting new or structurally altered billboards overcame presumption of validity].)
We conclude that the Second Amendment did not comply
with the mandatory requirements of section 65865.2 and, for this reason as well, the city abused its discretion in approving the Second Amendment.

III
Severance
The city and Surland contend that, “[a]ssuming, arguendo, the challenged provisions of the Second Amendment are
unlawful, the trial court committed prejudicial error by rejecting Appellant's argument that they should be severed,” and “invalidating the entirety of the City's legislative approval and the Second Amendment.” They argue that the trial court should have severed sections 1.07(b)(ii) and 1.07(h) for three reasons: “(1) Mitracos failed to exhaust administrative remedies as to the other sections; (2) the overbroad ruling violates the separation of powers doctrine; and (3) Sections

1.07(b)(ii) and (h) are severable from the remainder of the Second Amendment and 2013 DA.”
In fact, the trial court did not reject the severance argument.

Rather, the court simply did not address severance in the statement of decision because it was not raised in the answers Surland and the city filed or their brief in opposition to the petition. The city and Surland first proposed severance in a footnote in their objections to the proposed statement of decision and then again in their motion for new trial.

We conclude that the city and Surland have forfeited the severance issue on appeal. The trial court was not obligated to address objections to the proposed statement of decision premised on new arguments not litigated in the case.
(Starcevic v. Pentech Financial Services, Inc. (2021) 66 Cal.App.5th 365, 382; Colony Ins. Co. v. Crusader Ins. Co. (2010) 188 Cal.App.4th 743, 750 [“A statement of decision ... covers only issues litigated in the case”].) Nor is this court. “ ‘It is a firmly entrenched principle of appellate practice that litigants must adhere to the theory on which a case was tried.’ [Citation.]” (Colony, at p. 751.)
A motion for a new trial is also not a vehicle to preserve new theories for appeal. (See Insurance Co. of State of Pennsylvania v. American Safety Indemnity Co. (2019) 32 Cal.App.5th 898, 922 [“New theories that could have been raised, but were not, is not one of the causes that permits a new trial”]; Green v. Healthcare Services, Inc. (2021) 68 Cal.App.5th 407, 419 [“ ‘Appellate courts are loath to reverse 118
Mitracos v. City of Tracy, Not Reported in Cal.Rptr. (2022) © 2023 Thomson Reuters. No claim to original U.S. Government Works. 7 a judgment on grounds that the opposing party did not have an opportunity to argue and the trial court did not have an opportunity to consider .... Bait and switch on appeal not only subjects the parties to avoidable expense, but also wreaks havoc on a judicial system too burdened to retry cases on theories that could have been raised earlier’ ”].)
Moreover, “[w]hether a contract is severable is ‘equitable and fact specific, and its application is appropriately directed to the sound discretion of the ... trial courts in the first instance.’ [Citation.] Accordingly, it cannot be raised for the first time on appeal ....” ( In re Acknowledgment Cases (2015) 239 Cal.App.4th 1498, 1509, quoting Marathon
Entertainment, Inc. v. Blasi (2008) 42 Cal.4th 974, 998 (Marathon); see also Samaniego v. Empire Today, LLC
(2012) 205 Cal.App.4th 1138, 1149.)
*8 In their reply brief, the city and Surland counter “the Court should consider the severance issue regardless of the timing at which it was raised below,” because “[i]t is well established that pure questions of law based on undisputed facts may be raised for the first time on appeal.” The city and Surland argue two of their severance arguments involve “pure questions of law,” i.e., (1) violation of the separation of powers doctrine based on the contents of the writ and the Second Amendment, and (2) contract law severance
based on the language of the Second Amendment. While
this court has discretion “to consider forfeited arguments that raise pure questions of law,” it has no mandatory duty to do so. (Wittenberg v. Bornstein (2020) 51 Cal.App.5th 556, 567; Meridian Financial Services, Inc. v. Phan (2021) 67 Cal.App.5th 657, 700.) Assuming, for argument's sake, that these are pure questions of law, neither separation of powers principles nor contract law require severance.

Regarding separation of powers, the city and Surland argue that trial court violated separation of powers by interfering with legislative action, i.e., by ordering the city to rescind the ordinance approving the Second Amendment “when the
less invasive remedy of invalidating or voiding the ordinance, to the extent it violates the law, is available.” ( City of Palo Alto v. Public Employment Relations Bd. (2016) 5
Cal.App.5th 1271, 1310 [“ ‘Generally, a court is without power to interfere with purely legislative action, in the sense that it may not command or prohibit legislative acts, whether the act contemplated or done be at the state level [citation] or the local level [citation]. The reason for this is a fundamental one—it would violate the basic constitutional concept of the separation of powers among the three coequal branches of the government’ ”].) They assert “the trial court should have voided and severed Sections 1.07(b)(ii) and (h) from the Second Amendment ....” We conclude that these provisions do not meet the ultimate determination of severability that the city council still would have adopted the remainder of Second Amendment had it foreseen that these provisions would be invalidated.
“If an invalid provision of an initiative or ordinance is severable, it is stricken from the ordinance and the remaining provisions are given effect. [Citations.] When the ordinance contains a severability clause, an invalid provision is severable if it is grammatically, functionally, and volitionally separable. [Citations.] ‘An enactment passes the grammatical test “ ‘where the language of the statute is mechanically severable, that is, where the valid and invalid parts can be separated by paragraph, sentence, clause, phrase, or even single words. [Citations.].’ ” [Citation.]’ [Citation.] A provision is functionally severable if it is ‘capable of independent application. In order to pass this test
“[t]he remaining provisions must stand on their own,
unaided by the invalid provisions nor rendered vague
by their absence nor inextricably connected to them by
policy considerations.” [Citation.]’ [Citations.] The volitional requirement for severability is met if the voters [or legislative body] likely would have adopted the initiative without the invalid provisions. [Citations.]” ( MHC Financing Limited Partnership Two v. City of Santee (2005) 125 Cal.App.4th 1372, 1393; see also Rental Housing Assn. of Northern
Alameda County v. City of Oakland (2009) 171 Cal.App.4th 741, 770 [“ ‘ “Although not conclusive, a severability clause normally calls for sustaining the valid part of the enactment, especially when the invalid part is mechanically severable....

The final determination depends on whether the remainder ... is complete in itself and would have been adopted by the legislative body had the latter foreseen the partial invalidity of the statute ... or constitutes a completely operative expression of the legislative intent ... [and is not] so connected with the rest of the statute as to be inseparable” ’ ”].)
*9 Neither Ordinance No. 1253 approving the Second
Amendment, nor the Second Amendment itself, contain
a severability clause. The 2013 DA, however, does. 6
Assuming, for argument's sake, that this clause is applicable, it is highly questionable whether the city council would have even been afforded the opportunity to adopt an ordinance approving an amendment that required Surland to build the 119
Mitracos v. City of Tracy, Not Reported in Cal.Rptr. (2022) © 2023 Thomson Reuters. No claim to original U.S. Government Works. 8 swim center, if the parties foresaw that sections 1.07(b)(ii) and 1.07(h) would be invalidated. The Second Amendment
was a trade-off of a very substantial increase in Surland's commitment to build the swim center for vested rights
for development of property yet to be acquired. 7 The
Second Amendment expressly stated that its purpose was “to expand the scope of the proposed Development Agreement
amendment to provide for Owner [Surland] to assume the
obligation to design and construct the proposed Swim Center, and to describe a process by which other real property could become subject to the Development Agreement ....” Surland agreed to design and construct the swim center and increase its funding commitment to $35 million, over and above the $8 million second installment payment required by the 2013 DA, plus a contingency fund of up to 20 percent of the $45 million total estimated costs to complete the center. In return, Surland received vested rights to add property to the 2013 DA and use the RGAs allocated in the 2013 DA outside the Ellis Specific Plan property. To be sure, Surland has joined with the city in advocating severance on appeal, but the notion that Surland intends to undertake a more than four-fold increase in expense to build the swim center without the vested rights conferred by sections 1.07(b)(ii) and 1.07(h) is inconsistent with the fundamental structure of the Second Amendment.

Application of contract law severance principles yields the same result for a similar reason: the vested rights illegal under the statute are central to the agreement. “ ‘ “Courts are to look to the various purposes of the contract. If the central purpose of the contract is tainted with illegality, then the contract as a whole cannot be enforced. If the illegality is collateral to the main purpose of the contract, and the illegal provision can be extirpated from the contract by means of severance or restriction, then such severance and restriction are appropriate.” ’ ” ( Koenig v. Warner Unified School Dist. (2019) 41 Cal.App.5th 43, 56 (Koenig), quoting Marathon, supra, 42 Cal.4th at p. 996.)
Here, “ ‘ “the central purpose of the contract is tainted with illegality.” ’ ” ( Koenig, supra, 41 Cal.App.5th at p. 56.) The exchange of design and construction services and increased funding for the swim center from Surland
in return for vested rights to add property to the 2013 DA and to use RGAs outside the Ellis Specific Plan area constitutes the central purpose of the Second Amendment.

Indeed, the Second Amendment states: “This amendment
is designed to permit additional property to be added to and incorporated in to the Development Agreement and
therefore become Property of the Development Agreement, and Owner [Surland] may apply for RGAs for Projects and home builders within the Property (whether or not annexed to the [Ellis Specific Plan]) area.” (Italics added.) Thus, the central purpose of the Second Amendment, and the
consideration Surland received under the amendment, were illegal under sections 65865 and 65865.2. Accordingly, the Second Amendment was not severable.

IV
Attorney Fees Incurred on Appeal
In the statement of decision, the trial court determined that Mitracos should recover attorney fees under Code of Civil Procedure section 1021.5. Mitracos contends she is also entitled to recover attorney fees connected with this appeal under the same statute.
“When a contract or a statute authorizes the prevailing party to recover attorney fees, that party is entitled to attorney fees incurred at trial and on appeal. [Citations.]” ( Douglas E. Barnhart, Inc. v. CMC Fabricators, Inc. (2012) 211
Cal.App.4th 230, 250 (Barnhart); Del Cerro Mobile
Estates v. Proffer (2001) 87 Cal.App.4th 943, 951.) Courts have awarded under Code of Civil Procedure section 1021.5 attorney fees incurred on an appeal, even though that statute does not expressly state that the prevailing party is entitled to attorney fees on appeal. ( Morcos v. Board of Retirement (1990) 51 Cal.3d 924, 927, 928, fn. 5; Serrano v. Unruh (1982) 32 Cal.3d 621, 637, 639.)
*10 Therefore, on remand, the trial shall determine the amount of attorney fees reasonably incurred in defending this appeal, and include that amount in its order awarding Mitracos attorney fees. ( Barnhart, supra, 211 Cal.App.4th at p. 250.)

DISPOSITION
The matter is remanded to the trial court to determine the amount of attorney fees Mitracos reasonably incurred in defending against this appeal and include that amount in the fees award under Code of Civil Procedure section 1021.5. The 120
Mitracos v. City of Tracy, Not Reported in Cal.Rptr. (2022) © 2023 Thomson Reuters. No claim to original U.S. Government Works. 9 judgment is otherwise affirmed. Mitracos shall also recover her costs on appeal. (Cal. Rules of Court, rule 8.278(a)(1) & (2).)
We concur:

BLEASE, J.

KRAUSE, J.

All Citations
Not Reported in Cal.Rptr., 2022 WL 1536636
Footnotes
1 Government Code section 65865, subdivision (a), provides: “Any city, county, or city and county, may enter into a development agreement with any person having a legal or equitable interest in real property for the development of the property as provided in this article.” Government Code section 65865.2 provides in relevant part: “A development agreement shall specify the duration of the agreement, the permitted uses of the property, the density or intensity of use, the maximum height and size of proposed buildings, and provisions for reservation or dedication of land for public purposes.” All undesignated statutory references are to the Government Code. 2 At the time, Surland did not own all the property in the Ellis Specific Plan area. 3 The first amendment to the 2013 DA extended the time (1) for Surland to make the first installment payment to fund the swim center, and (2) for the city to accept Surland's land dedication offer. 4 Mitracos also alleged a claim for civil contempt, contending that the city and Surland willfully disobeyed the trial court's 2011 order by entering into and implementing the Second Amendment. The city and Surland have not appealed the trial court's rulings on contempt.
5 Section 65868 provides: “A development agreement may be amended, or canceled in whole or in part, by mutual consent of the parties to the agreement or their successors in interest. Notice of intention to amend or cancel any portion of the agreement shall be given in the manner provided by Section 65867. An amendment to an agreement shall be subject to the provisions of Section 65867.5.” Section 65867 requires public notice and hearing by the local government planning commission and legislative body on a proposal to adopt a development agreement. Section 65867.5, subdivision (a) provides: “A development agreement is a legislative act that shall be approved by ordinance and is subject to referendum.” 6 The 2013 DA states: “Should any part, term or provision of this Agreement or any document required herein to be executed or delivered be declared invalid, void or unenforceable, all remaining parts, terms and provisions hereof shall remain in full force and effect and shall no way be invalidated, impaired or affected thereby.” 7 “In 1984, the Legislature added a declaration that development agreements would also allow municipalities to extract promises from the developers concerning financing and construction of necessary infrastructure.” ( Mammoth Lakes, supra, 191 Cal.App.4th at pp. 443-444; see also Miller & Starr, Cal. Real Estate (4th ed. 2021) § 21:29 [“In effect, the public entity agrees to ‘freeze’ the zoning, planning, and other ordinances applicable to the property and allow development to proceed under the then-existing laws and ordinances, and in exchange the public entity may bargain for financial and other concessions and public benefits from the developer parties”].)
121
Mitracos v. City of Tracy, Not Reported in Cal.Rptr. (2022) © 2023 Thomson Reuters. No claim to original U.S. Government Works. 10 End of Document © 2023 Thomson Reuters. No claim to original U.S. Government Works. 122

BINDING LETTER OF INTENT TO LEASE
PREMISES: 2227 James Ave #5, South Lake Tahoe, CA 96150, a suite in a warehouse building containing approximately 2,500 SF.

LESSEE: Perfect Union SLT, LLC
LESSOR: Michael McKeen
AGREED USE: Cannabis retail dispensary, distribution, nursey, including a cannabis microbusiness
TERMS:
a) Seven (7) year initial term, with Lease and rent commencement date beginning upon and subject to Lessee’s receipt of a cannabis business permit. c) If Lessee is not in default of the Lease, then Lessor grants to Lessee Two (2) sevenyear options to extend the lease. Lessee must express its intent to exercise each renewal option to Lessor in writing no less than sixty (60) days prior to the Lease Expiration Date. e) The Lease shall be null, void, and of no effect in the event that the Lessee does not receive the cannabis business permit.

OWNER CONSENT: Lessor shall cooperate with Lessee in the course of the applying for the cannabis business permits including providing authorization of consent allowing a cannabis business at the Premises.

BASE LEASE RATE: $9,000.00 per month with 1.5% increases per year.

DEPOSIT: Lessee shall pay $9,840.99 to Lessor upon the formal Lease agreement executed by all Parties.

LEASE AGREEMENT: The Lease shall be prepared by Lessor and provided to Lessee. The Lease will contain, in addition to the provisions specifically described herein, standard representations, warranties, covenants, indemnification, and other provisions appropriate for a transaction of the type contemplated herein. Until execution of a Lease, this Agreement is deemed by the Parties to be binding and controlling and enforceable in law and in equity.

ACCEPTED AND AGREED TO BY:

LESSOR
By: _________________________
Name: Michael McKeen
Date:

LESSEE

PERFECT UNION SLT, LLC
By:

Name:

Title:

Date:
4/4/2019
123
April 4, 2019
Michael McKeen
[email protected]
Re: Side Letter Agreement Re Lease dated December 14, 2018 Dear Mr. McKeen:

Reference is made to the lease for the commercial real property located at 2227 James Ave #5, South Lake Tahoe, CA 96150 entered into by and between Michael McKeen (“Lessor”), on the one hand, and Melissa Sanchez and Rick Lobley (“Lessee”), on the other hand (the “Lease”). This Side Letter sets forth the understanding between Lessor and Lessee.

Specifically, while for purposes of the Lessee’s cannabis business license application for the city of South Lake Tahoe it was necessary to enter into a binding real estate letter of intent (“RELOI”) (attached), Lessor and Lessee agree that the Lease remains in full force and effect and the RELOI has no effect on the terms of the lease. The RELOI is null and void. For the avoidance of doubt, Lessor and Lessee acknowledge and understand that the Lease is the sole valid agreement between the parties.

This Side Letter constitutes the entire agreement between Lessor and Lessee with respect to the subject matter covered herein. This Side Letter is an integrated agreement. The terms of this Side Letter are contractual and are not merely recitals. This Side Letter may not be altered, amended or extinguished, except by a writing which expressly refers to this Side Letter and which is signed subsequent to the execution of this Side Letter by the party or parties to any such alteration, amendment or extinguishment, or their successorsin-interest. Any such alteration, amendment or extinguishment must be executed by the party against whom enforcement is sought.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY

UNDER THIS SIDE LETTER FOR INDIRECT, SPECIAL, INCIDENTAL, OR

CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT

LIMITATION, LOST PROFITS, HOWEVER ARISING, EVEN IF THE PARTIES

HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AS LONG AS THE PARTIES ACTED IN GOOD FAITH. THIS PARAGRAPH ALLOCATES THE RISKS BETWEEN THE PARTIES UNDER THIS SIDE LETTER. THIS

ALLOCATION IS AN INTRINSIC PART OF, AND THE BASIS OF, THE BARGAIN

BETWEEN THE PARTIES AND WITHOUT SUCH ALLOCATION, THE PARTIES WOULD NOT HAVE ENTERED INTO THIS SIDE LETTER. THE LIMITATIONS,

EXCLUSIONS AND DISCLAIMERS CONTAINED IN THIS PARAGRAPH APPLY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF

ANY REMEDY (INCLUDING ANY LIMITED OR EXCLUSIVE REMEDY)
PROVIDED FOR IN THIS SIDE LETTER FAILS IN ITS ESSENTIAL PURPOSE. 124
Any dispute whatsoever relating to the interpretation, validity or performance of this Side Letter, or any dispute arising out of this Side Letter which is not resolved within the thirty (30) day period commencing upon receipt of written notice by either party from the other party, shall be settled by binding and final arbitration before a single arbitrator. The arbitration shall be conducted in accordance with JAMS Comprehensive Arbitration Rules and Procedures (the “JAM Rules”). This Side Letter shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be performed wholly within that state.

Please indicate your acceptance of the terms and conditions of this Side Letter by signing in the space marked below. For clarity, by signing below, you acknowledge and agree that you have carefully read this Side Letter (along with all other agreements referenced herein) in its entirety; fully understand and agree to its terms and conditions; had a reasonable opportunity to consult with legal counsel; and intend and agree that it be final and legally binding on you. This Side Letter may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

Sincerely,
Melissa Sanchez Rick Lobley
125
ACKNOWLEDGED AND AGREED:

On this 4th day of April 2019, I, Michael McKeen, acknowledge that I have read the Side Letter. Having had the opportunity to consult with my legal counsel, I acknowledge and agree to the terms and conditions of the Side Letter on my own behalf. ____________________________
Name: Michael McKeen
126

CONDITIONAL ASSIGNMENT OF MEMBERSHIP INTEREST

PERFECT UNION SLT, LLC
Pursuant to that certain CONDITIONAL AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST PERFECT UNION SLT, LLC dated April 4, 2019, SCOTT PETERS and LEON ABRAVANEL hereby expressly transfer, convey and assign Ninety-Five Percent (95%) of their membership interest in Perfect Union SLT, LLC, a California limited liability Company (“Company”) to MWG HOLDINGS GROUP, INC., and SLT JAMES, LLC in equal shares of 47.5% each. This transfer shall take affect automatically upon issuance of a Cannabis Micro Business License to the Company by the City of South Lake Tahoe. SCOTT PETERS and LEON ABRAVANEL shall take any and all necessary and further action to consummate this transaction. SCOTT PETERS and LEON ABRAVANEL hereby appoint MWG MANAGER as their attorney-in-fact for the sole purpose of amending the Operating Agreement to reflect the new ownership structure of the Company.

SELLER:

SCOTT PETERS

LEON ABRAVANEL
BUYER:

MWG HOLDINGS GROUP, INC.

By:

DAVID M. SPRADLIN
Its: President

SLT JAMES, LLC
By:

MELISSA N. SANCHEZ
Its: Manager
PUSLT005029
127

AGREEMENT OF PURCHASE AND SALE OF

MEMBERSHIP INTEREST
dated as of November 25, 2020
By and Among
2227 SLT LLC,
a California limited liability company
and

SCOTT PETERS
and

LEON ABRAVANEL
DocuSign Envelope ID: 4A968798-0938-4AD1-9B6A-9D30AA33EEE9 128
2 AGREEMENT OF PURCHASE AND SALE OF MEMBERSHIP INTEREST OF

PERFECT UNION SLT, LLC
This AGREEMENT OF PURCHASE AND SALE OF MEMBERSHIP INTEREST (“Agreement”) is entered into as of November 25, 2020 (the “Effective Date”), by and between SCOTT PETERS, individually, and LEON ABRAVANEL, individually (collectively, “Seller”), and 2227 SLT LLC, a California limited liability company (“Buyer”). Seller and Buyer are sometimes collectively referred to herein as the “Parties,” and, individually, as a “Party.”

ARTICLE I

RECITALS

1.1 Limited Liability Company. PERFECT UNION SLT LLC, is a California limited liability company (the “LLC”).

1.2 Subject Membership Interest. Collectively, Seller owns one hundred percent (100%) of the outstanding membership interests in the LLC (the “Membership Interest”). Seller desires to sell ninety-nine percent (99%) of their Membership Interest in the LLC to Buyer (the “Subject Membership Interest”) on the terms and conditions outlined in this Agreement. Buyer desires to purchase the Subject Membership Interest from Seller on those terms and conditions.

The LLC desires that this transaction be consummated.

1.3 Remaining Interest. Buyer shall purchase Seller’s remaining one percent (1%) Membership Interest in the LLC (the “Remaining Interest”), for fair market value, upon receipt of approval by the City of South Lake Tahoe to the complete removal of Seller from the LLC and the Permit (as defined below). Buyer desires to purchase the Remaining Interest from Seller on the terms and conditions set forth in this Agreement. The LLC desires that this transaction be consummated. The Subject Membership Interest and the Remaining Interest are collectively referred to herein as the “Entire Interest.”

1.4 Purpose. In consideration of the mutual agreements, representation, warranties, and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as provided herein.

ARTICLE II

PURCHASE OF SUBJECT MEMBERSHIP INTEREST

2.1 Purchase and Sale of Membership Interest. On the terms and conditions of this Agreement, at the Closing and effective as of the Closing Date (each as defined in Article IV, below), Seller hereby sells, assigns, transfers, delivers, and conveys to Buyer pro rata, and Buyer hereby purchases, acquires and accepts from Seller pro rata, all of Seller’s right, title, and interest in and to the Subject Membership Interest.

2.2 Purchase Price. The purchase price for the Subject Membership Interest shall be the sum of One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Purchase Price”).

DocuSign Envelope ID: 4A968798-0938-4AD1-9B6A-9D30AA33EEE9 129
3 2.3 Payment Terms. Fifty percent (50%) of the Purchase Price shall be delivered to Seller by cashier’s check or wire on the earlier to occur of: (i) December 23, 2020 or (ii) that date that is three (3) business days following receipt of approval by the City of South Lake Tahoe to the addition of Buyer to the Permit (as defined below). The remaining fifty percent (50%) of the Purchase Price shall be delivered to Seller by cashier’s check or wire on or before that date that is six (6) months following the opening of a cannabis dispensary by the LLC or an affiliate entity in connection with the Permit. For purposes of this Agreement, “opening” shall mean that day on which the LLC opens for full and unrestricted public access (not limited to, a soft opening with restricted and/or limited access to the public).

2.4 Determination of Fair Market Value. The fair market value of the Remaining Interest shall be determined by a nationally or locally recognized investment banking, accounting or valuation firm jointly selected by Buyer and Seller. The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne by the LLC.

ARTICLE III

OBLIGATIONS ON OR BEFORE CLOSING

3.1 Information to be Held in Confidence. The Parties agree that, until the Closing has been consummated, the Parties and their representatives will hold in strict confidence and will not use to the detriment of any other Party any/all data and information obtained in connection with this transaction or Agreement with respect to the business of the LLC.

3.2 Micro Business Permit Obtained. The Parties agree that on or prior to the Closing, the LLC has obtained a Micro Business Retail, Distribution and Nursery Permit from the City of South Lake Tahoe (the “Permit”).

ARTICLE IV

CLOSING

4.1 Closing. The Closing of the sale of the Subject Membership Interest as contemplated by this Agreement (the “Closing”) shall take place upon mutual execution of this Agreement (the “Closing Date”).

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER
As a material inducement to Seller to enter into this Agreement, Buyer represents and warrants to Seller as follows:

5.1 Authorization. Buyer has full power and authority to enter into this Agreement and perform his obligations hereunder. This Agreement constitutes the duly authorized, valid and binding obligation of Buyer, enforceable against him in accordance with its terms and that this Agreement and all other agreements and documents executed and delivered by Buyer hereunder constitute a legal, valid, and binding obligation, enforceable against Buyer in accordance with their terms.

DocuSign Envelope ID: 4A968798-0938-4AD1-9B6A-9D30AA33EEE9 130
4 5.2 Brokers and Finders. Buyer has not retained any broker, finder or other financial intermediary in connection with the transactions contemplated by this Agreement.

5.3 Organization and Authority of Buyer. Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of California. Buyer has all necessary limited liability company power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite limited liability company action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

5.4 Investment Purpose. Buyer is acquiring the Subject Membership Interest solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Subject Membership Interest is not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Subject Membership Interest may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Buyer is able to bear the economic risk of holding the Subject Membership Interest for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

5.5 Sufficiency of Funds. Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price and consummate the transactions contemplated by this Agreement.

5.6 Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

5.7 Investigation. Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon the express representations and warranties of Seller set forth in this Agreement (including the related portions of the Disclosure Schedule); and (b) none of Seller, the LLC or any other person has made any representation or warranty as to Seller, the LLC or this Agreement, except as expressly set forth in this Agreement (including the related portions of the Disclosure Schedules).

DocuSign Envelope ID: 4A968798-0938-4AD1-9B6A-9D30AA33EEE9 131
5 ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF SELLER
As a material inducement to Buyer to enter into this Agreement, Seller represents and warrants to Buyer as follows:

6.1 Membership Interest. Seller is the record and beneficial owner of the Membership Interest, has and will have until Closing, good and marketable title to the Membership Interest, and has full right, power, and authority to sell and transfer the Membership Interest to Buyer as provided for in this Agreement. Further, Seller represents and warrants to Buyer that the Membership Interest is free and clear of any and all liens, security interests, encumbrances, or claims whatsoever, and that this Agreement and all other agreements and documents executed and delivered by Seller hereunder constitute a legal, valid, and binding obligation, enforceable against them in accordance with their terms.

6.2 Organization, Good Standing and Qualification. The LLC is duly organized, validly existing, and in good standing under the laws of California, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to transact intrastate business and is in good standing in all jurisdictions in which the nature of its business or of its properties makes such qualification necessary.

6.3 Ownership Structure. The ownership structure of the LLC prior to this transfer is as follows: 50% Scott Peters and 50% Leon Abravanel. There are no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Seller to issue or to transfer any membership interests.

6.4 Brokers and Finders. Seller has not retained any broker, finder or other financial intermediary in connection with the transactions contemplated by this Agreement. Seller has not retained any broker, finder or other financial intermediary to sell any portion of his stock.

6.5 Corporate Documents. Seller has furnished to Buyer for its examination (i) copies of the Articles of Organization of the LLC; (ii) the Operating Agreement and any subsequent amendments; and (ii) the minute books of the LLC containing all records required to be set forth of all proceedings, consents, actions and meetings of the Members of the LLC.

6.6 Personnel Identification and Compensation. There are no parties employed by the LLC. No compensation is owed to any individual in connection with work performed for the LLC except as otherwise stated in this Agreement.

6.7 No Violations. Neither the execution and delivery of this Agreement and the documents and instruments referenced herein, nor the incurrence of the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or will result in a material breach of any term, condition or provision of, or constitute a default under, any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Seller is a party.

DocuSign Envelope ID: 4A968798-0938-4AD1-9B6A-9D30AA33EEE9 132
6 6.8 No Actions. Except as set forth in Schedule 1, there are no actions, debts, liabilities, outstanding contracts, obligations, suits, proceedings, or claims due, pending, or, to the best of Seller’s knowledge, threatened against Seller or the LLC that would come due, would affect Seller’s ability to fulfill their obligations under this Agreement or that would impair the value of the Subject Membership Interest.

6.9 Covenant Not to Compete. Seller hereby agrees that they shall not, either directly or indirectly, carry on or engage in the operation of a cannabis dispensary within the City of South Lake Tahoe, California through April 30, 2021.

ARTICLE VII

MUTUAL ADDITIONAL COVENANTS
From time to time prior to and after Closing, at the request of any Party and without further consideration, the other Party shall execute and deliver any further instruments or documents and take such other actions as may be reasonably necessary to carry out the transactions contemplated under this Agreement.

ARTICLE VIII

CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to fulfillment, prior to Closing, of the following conditions, which conditions may be waived only in a writing signed by Buyer.

8.1 Representations and Warranties. The representations and warranties of Seller contained in Article VI shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of such Closing Date.

8.2 Performance. All of the terms, conditions, and covenants of this Agreement to be complied with, performed, and satisfied by Seller on or before the Closing shall have been complied with, performed, and satisfied.

ARTICLE IX

CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER
The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to fulfillment, prior to the Closing, of each of the following conditions, any of which may be waived only in a writing signed by Seller.

9.1 Representations and Warranties. The representations and warranties of Buyer contained in Article V shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of such Closing Date.

DocuSign Envelope ID: 4A968798-0938-4AD1-9B6A-9D30AA33EEE9 133
7 9.2 Performance. All of the terms, conditions, and covenants of this Agreement to be complied with, performed, and satisfied by Buyer on or before the Closing shall have been complied with, performed, and satisfied.

ARTICLE X

MANAGER
Seller hereby appoints Buyer as Manager of the LLC as of the Effective Date, with all powers and authority as set forth in the LLC’s Operating Agreement, as amended. Seller agrees not to remove Buyer from the position of Manager without court order.

ARTICLE XI

INDEMNITY

11.1 Buyer shall indemnify, defend and hold Seller harmless from and against any and all losses, costs, damages, claims, liabilities, or expenses, including reasonable attorney fees, expert fees and costs, in any way arising from or related to: (a) the matters disclosed on the attached Schedule 1; and (b) any inaccuracy or breach of any warranties made by Buyer under this Agreement. Seller shall jointly and severally indemnify, defend and hold Buyer harmless from and against any and all losses, costs, damages, claims, liabilities, or expenses, including reasonable attorney fees, expert fees and costs, in any way arising from or related to any inaccuracy or breach of any warranties made by Seller under this Agreement. With the exception of the respective indemnity obligations contained in this Agreement, Buyer and Seller hereby release all other claims they have against each other as of the Closing Date, and waive application of California Civil Code section 1542, or any similar, comparable, or equivalent law(s) of the United States, law of a state or territory of the United States, or principles of common law. California Civil Code section 1542 provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

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

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

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

Buyer and Seller understand and acknowledge that the significance and consequence of this waiver of California Civil Code section 1542 and all similar, comparable, or equivalent laws is that even if they should eventually suffer damages arising from the LLC, which is the subject of this Agreement, they will not be able to make any claim for those damages. Buyer and Seller acknowledge that this release applies to claims for damages that may exist as of the date of this Agreement, but which Buyer and Seller do not know to exist and which, if known, would materially affect Buyer and Seller’s decision to execute this Agreement.

DocuSign Envelope ID: 4A968798-0938-4AD1-9B6A-9D30AA33EEE9 134
8 ARTICLE XII

GENERAL

12.1 Cooperation. The Parties shall all cooperate in good faith to do all additional acts reasonably necessary to complete the transactions contemplated by this and the related agreements but not specifically provided for herein or therein, including prompt execution of the extension of the Permit with the City of South Lake Tahoe and transfer of the Permit.

12.2 Successors and Assigns. This Agreement and the rights of the Parties hereunder may not be assigned without the prior written consent of the non-assigning party, which consent the non-consenting party may give or withhold in its absolute discretion, and shall be binding upon and shall inure to the benefit of the Parties hereto, their successors, and permitted assigns.

12.3 Entire Agreement. This Agreement (which includes the Exhibits, documents and instruments referred to herein and therein) constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes all prior and current understandings and agreements, whether written or oral, with respect to such subject matter. This Agreement may be modified or amended only by written instrument executed by the Parties.

12.4 Counterparts. This Agreement may be executed in any number of counterparts that together shall constitute one instrument.

12.5 Notices. All notices, demands, or communications required or permitted hereunder shall be in writing. Any notice, demand, or other communication given under this Agreement shall be deemed to be given if given in writing (including telex, telecopy, or similar transmission) addressed as provided below (or at such other address as the addressee shall have specified by notice actually received by the addresser) and if either: (a) actually delivered in fully legible form, to such address (evidenced in the case of a telex by receipt of the correct answerback); or (b) in the case of a letter, three (3) days shall have elapsed after the same shall have been deposited in the United States mails, with first-class postage prepaid and registered or certified.

If to Seller: Leon Abravanel / Scott Peters
10280 Donner Pass Road
Truckee, CA 96161
Email: [email protected]
If to Buyer: 2227 SLT LLC
Attn: Melissa Sanchez
1017 L Street #275
Sacramento, CA 95814
Email: [email protected]

12.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to conflicts of laws principles.

DocuSign Envelope ID: 4A968798-0938-4AD1-9B6A-9D30AA33EEE9 135
9 12.7 Exercise of Rights and Remedies/Waivers. No delay of or omission in the exercise of any right, power, or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

A. A waiver or breach of covenant or provision of this Agreement shall not be deemed a waiver of any other covenant or provision in this Agreement, and no waiver shall be valid unless in writing and executed by the waiving party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act.

12.8 No Third-Party Beneficiaries. This Agreement is not intended to be for the benefit of and shall not be enforceable by any person who or which is not a party hereto (or a permitted assign or successor to such party).

12.9 Drafting/Interpretation. As this Agreement has been negotiated, it shall not be construed as if it had been prepared by one of the parties, but rather as if all parties have prepared it.

12.10 Dispute Resolution. ANY CONTROVERSY, CLAIM, ACTION OR DISPUTE

ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER SECURED DOCUMENT SHALL BE SUBJECT TO NON-BINDING MEDIATION. IF

THE PARTIES HERETO CANNOT RESOLVE THE MATTER THROUGH

MEDIATION, THEN SUCH MATTER SHALL BE HEARD BY JUDICIAL REFERENCE

PURSUANT TO THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 THROUGH 645.1, INCLUSIVE, ACCORDING TO THE FOLLOWING PROCEDURES:

THE PARTIES SHALL AGREE UPON A SINGLE REFEREE WHO

SHALL THEN TRY ALL ISSUES, WHETHER OF FACT OR LAW, AND REPORT A FINDING AND JUDGMENT THEREON. IF THE PARTIES ARE UNABLE TO AGREE UPON A REFEREE WITHIN TEN (10) DAYS OF A WRITTEN REQUEST TO DO SO BY

ANY PARTY, THEN ANY PARTY MAY THEREAFTER SEEK TO HAVE A REFEREE

APPOINTED PURSUANT TO THE LOCAL JURISDICTION'S EQUIVALENT OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 AND 640.

THE PARTIES AGREE THAT THE REFEREE SHALL HAVE THE

POWER TO DECIDE ALL ISSUES OF FACT AND LAW AND REPORT HIS/HER

DECISION THEREON, AND TO ISSUE ALL LEGAL AND EQUITABLE RELIEF

APPROPRIATE UNDER THE CIRCUMSTANCES OF THE CONTROVERSY BEFORE HIM/HER; PROVIDED, HOWEVER, THAT TO THE EXTENT THE REFEREE IS

UNABLE TO ISSUE AND/OR ENFORCE ANY SUCH LEGAL AND EQUITABLE

RELIEF, EITHER PARTY MAY PETITION THE COURT TO ISSUE AND/OR ENFORCE SUCH RELIEF ON THE BASIS OF THE REFEREE'S DECISION; DocuSign Envelope ID: 4A968798-0938-4AD1-9B6A-9D30AA33EEE9 136
10 THE LOCAL JURISDICTION'S EQUIVALENT OF CALIFORNIA

EVIDENCE CODE RULES OF EVIDENCE AND PROCEDURE RELATING TO THE

CONDUCT OF THE HEARING, EXAMINATION OF WITNESSES AND
PRESENTATION OF EVIDENCE SHALL APPLY;

ANY PARTY DESIRING A STENOGRAPHIC RECORD OF THE
HEARING MAY SECURE A COURT REPORTER TO ATTEND THE HEARING;

PROVIDED THE REQUESTING PARTY NOTIFIES THE OTHER PARTIES OF THE REQUEST AND PAYS FOR THE COSTS INCURRED BY THE COURT REPORTER;

THE REFEREE SHALL ISSUE A WRITTEN STATEMENT OF DECISION

WHICH SHALL BE REPORTED TO THE COURT IN ACCORDANCE WITH THE

LOCAL JURISDICTION'S EQUIVALENT OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 643 AND SHALL BE PROMPTLY MAILED TO THE PARTIES;

JUDGMENT MAY BE ENTERED ON THE DECISION OF THE REFEREE

IN ACCORDANCE WITH THE LOCAL JURISDICTION'S EQUIVALENT OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 644, AND THE DECISION MAY BE EXCEPTED TO, CHALLENGED AND APPEALED ACCORDING TO LAW;

THE PARTIES SHALL PROMPTLY AND DILIGENTLY COOPERATE

WITH ONE ANOTHER AND THE REFEREE, AND SHALL PERFORM SUCH ACTS AS

MAY BE NECESSARY TO OBTAIN A PROMPT AND EXPEDITIOUS RESOLUTION

OF THE DISPUTE OR CONTROVERSY IN ACCORDANCE WITH THE TERMS HEREOF; AND

THE COST OF SUCH PROCEEDING, INCLUDING BUT NOT LIMITED

TO THE REFEREE'S FEES, SHALL INITIALLY BE BORNE EQUALLY BY THE PARTIES TO THE DISPUTE OR CONTROVERSY. HOWEVER, THE PREVAILING

PARTY IN SUCH PROCEEDING SHALL BE ENTITLED, IN ADDITION TO ALL

OTHER COSTS, TO RECOVER ITS CONTRIBUTION FOR THE COST OF THE

REFERENCE AND ITS REASONABLE ATTORNEYS' FEES AS ITEMS OF RECOVERABLE COSTS.

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO

SUBMIT DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT TO JUDICIAL REFERENCE.
__________ __________
Buyer Seller

12.11 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred; provided, however, that Buyer shall be responsible for all filing and other similar DocuSign Envelope ID: 4A968798-0938-4AD1-9B6A-9D30AA33EEE9 137
11 fees payable in connection with any filings or submissions required to extend the Permit deadline.

12.12 Survival of Representations and Warranties. The covenants, representations and warranties of the Parties set forth in this Agreement shall the Closing.

12.13 Severability. If any term or provision of this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement shall not be affected.

12.14 Construction. The section headings and captions of this Agreement are, and the arrangement of this instrument is, for the sole convenience of the Parties to this Agreement. The section headings, captions, and arrangement of this instrument do not in any way affect, limit, amplify, or modify the terms and provisions of this Agreement. The singular form shall include plural, and vice versa. Unless otherwise indicated, all references to sections are to this Agreement.

All exhibits referred to in this Agreement are attached to it and incorporated in it by this reference.

12.15 Time of the Essence. Time is of the essence in this Agreement.

12.16 Facsimile or Electronic Signature. Facsimile or electronic signatures shall be treated as originals for all purposes with respect to this Agreement. “Hard copy” of ink signatures shall promptly follow facsimiles by regular mail.
[SIGNATURE PAGE FOLLOWS]
DocuSign Envelope ID: 4A968798-0938-4AD1-9B6A-9D30AA33EEE9 138
12 IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date defined in the introductory paragraph hereof and otherwise on the terms and conditions hereof.

SELLER:

SCOTT PETERS

LEON ABRAVANEL
BUYER:
2227 SLT LLC,
a California limited liability company
By:

Name: Melissa Sanchez
Title: Manager
DocuSign Envelope ID: 4A968798-0938-4AD1-9B6A-9D30AA33EEE9 139
SCHEDULE 1

DISCLOSURE SCHEDULE

1. Potential legal action by MWG Holdings Group, Inc., a California corporation (“MWG”) against the LLC to recover Permit application costs, and costs associated with leasehold improvements.

2. A mechanic’s lien was recorded against the LLC and the premises located at 2227 James Street, South Lake Tahoe, CA by SSW Construction Corp., a California corporation (“SSW”) to collect approximately $90,000.00 for services furnished.

3. Seller advises Buyer to file an extension of the Permit with the City of South Lake Tahoe as soon as reasonable possible. Note, the renewal requires that the LLC deposit a retainer in the amount of $22,018.00 with the City of South Lake Tahoe.

DocuSign Envelope ID: 4A968798-0938-4AD1-9B6A-9D30AA33EEE9 140
ORD 2023 Perfect Union Recission - Page 1 of 2
FILER
Jo Mcdonough
[email protected]
(530) 542-6005

FILING FOR
Tahoe Daily Tribune
Columns Wide: 1 Ad Class: Legals

INTERIM AD DRAFT
This is the proof of your ad scheduled to run in Tahoe Daily Tribune on the dates indicated below. If changes are needed, please contact us prior to deadline at (530) 541-3880.

Notice ID: YBVeskd80MshabEL5Ve3 | Proof Updated: Jul. 06, 2023 at 08:54am PDT Notice Name: ORD 2023 Perfect Union Recission
This is not an invoice. Below is an estimated price, and it is subject to change. You will receive an invoice with the final price upon invoice creation by the publisher.
07/07/2023: Other 119.81
Affidavit flat charge 4.00
Internet Flat Fee Charge 40.00
Subtotal $163.81
Tax $0.00
Total $163.81
See Proof on Next Page
141
ORD 2023 Perfect Union Recission - Page 2 of 2
142
City of South Lake Tahoe
Agenda Item Executive Summary
Joe Irvin, City Manager
__________________________________
Meeting Date: August 8, 2023
Agenda Item #:8
Agenda Item: Community Development Block Grant CV 1 Subrecipient Agreement and Scope of Work for the Boys and Girls Club of Lake Tahoe
Executive Summary: On September 7, 2021, the Council approved Subrecipients Agreement with the Boys and Girls Club of Lake Tahoe and Catalyst Family Inc., to implement childcare services related to COVID-19. The term for both agreements ended, leaving an authorized grant funding balance of $87,594.00 under the Community Development Block Grant (CDBG) CV 1 Award/Contract No. 20- CDBG-CV1-00075. The Boys and Girls Club of Lake Tahoe expressed interest in the available funds. If the renewal of the subrecipient agreement is approval, the agency will be able to cover additional COVID-19 mitigation cost for their full days summer, and after-school programs from 2020 to 2023. The programs included are full-day childcare, summer camps and after-school programs incorporating online school, art, STEM, recreation, healthy lifestyles, good character, and citizenship activities. The additional expenses incurred between 2020-2023 are cleaning supplies, cleaning equipment, air filters, scholarships for parents unable to afford the extra expense of full-day childcare while the schools were closed, and refunds provided due to the child or a staff member contracting COVID. The renewal of the agreement would include a new budget of $87,594 and a new term ending February 28, 2024.

Requested Action / Suggested Motions: Pass a Motion authorizing and directing the Mayor to execute the Subrecipient Agreement for the Boys and Girls Club with an expenditure term until February 28th, 2024, and not to exceed amount of $87,594.00.

Responsible Staff Member: Lydia Zuniga, Associate Management Analyst Reviewed and Approved By: Susan Blankenship, City Clerk Olga Tikhomirova, Director of Finance Heather Stroud, City Attorney
Attachments:
01-Staff_Report_CDBGCV1_20230808.docx
02-CDBG-CV1_SUBAgreeBandGClub_2023final (2).pdf
03-20-CDBG-CV1-00075 Am 2-Executed (1).pdf
04-C-102-2021 Boys and Girls Club CDBG.pdf
143
Council Agenda Report August 8, 2023 Page 1 of 2
City of South Lake Tahoe
Report to City Council
Meeting Date: August 8, 2023
Title: Request to renew the Community Development Block Grant (CDBG) CV1 Subrecipient Agreement and approve a new Scope of Work for the Boys and Girls Club of Lake Tahoe Location: Citywide
Responsible Staff Member: Lydia Zuniga, Associate Management Analyst (530) 542-7417 Background: On August 11, 2020, the City Council adopted Resolution No. 2020-072 Coronavirus Response Grant. The Resolution authorized staff to submit a Community Development Block Grant (CDBG) Coronavirus Response Round 1 (CV1) grant application in the amount of $138,951 to the State Department of Housing and Community Development (HCD) for childcare services. On May 3, 2021, staff received the award notification letter in the amount of $138,950 with a performance period of 5/6/2021 to 5/6/2022.

During the City Council meeting of September 7, 2021, the Council approved Subrecipient Agreements with the Boys and Girls Club of Lake Tahoe and Catalyst Family Inc. to implement childcare related coronavirus impact response. The Boys and Girls Club of Lake Tahoe agreement included an activity delivery budget of $42,775 and Catalyst Family Inc., activity delivery budget was $96,750.

Issue and Discussion:

In 2022, the Boys and Girls Club of Lake Tahoe implemented $32,420.64 in qualifying coronavirus response activities and Catalyst Family, Inc., implemented $18,935.29. Catalyst Family, Inc. indicated that they will not be able to utilize the remaining balance of their agreement. Although the term of both Subrecipient Agreements have expired before all funding was utilized, the City has received approval from HCD to extend the expenditure timeframe of the grant to February 28, 2024.

The Boys and Girls Club of Lake Tahoe has expressed interest in the remaining funds. They have submitted documentation of expenditures and a new scope of work with a total cost of $87,594.00. With the approved funds, the agency will be able to cover additional COVID-19 mitigation cost for their full days summer, and after-school programs from 2020 to 2023. The programs included are full-day childcare, summer camps and after-school programs incorporating online school, art, STEM, recreation, healthy lifestyles, good character, and citizenship activities. The additional expenses incurred between 2020-2023 are cleaning supplies, cleaning equipment, air filters, scholarships for parents unable to afford the extra expense of full-day childcare while the schools were closed, and refunds provided due to the child or a staff member contracting COVID.

Staff is recommending approval to renew the Subrecipient Agreement term for the Boys and Girls Club with an expenditure term until February 28th, 2024, and not to exceed amount of $87,594.00; under Award/Contract Number 20-CDBG-CV1-00075.

Financial Implications:

Staff previously recommended that 100% of the grant funds be distributed to the Subrecipients for activity delivery. The total grant funds spent by the Boys and Girls Club of Lake Tahoe and Catalyst Family Inc., are $51,355.93 leaving a remaining balance of $87,594.00.

Environmental Considerations:
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Council Agenda Report August 8, 2023 Page 2 of 2
The recommendation in this report is not a project under CEQA, because it does not involve any commitment to a specific project which may result in a potentially significant physical impact on the environment, as contemplated by Title 14, California Code of Regulations, Section 15378(b)(2) and 15378(b)(4) and is, therefore, not subject to CEQA pursuant to CEQA Guidelines Section 15060(c)(3).

Policy Implications:

This action would be part of the City’s continuing response to the COVID-19 crisis and is consistent with use of Federal funding provided by HCD.
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ATTACHMENT 1

SUBRECIPIENT AGREEMENT

AGREEMENT BETWEEN CITY OF SOUTH LAKE TAHOE
AND

BOYS AND GIRLS CLUB OF LAKE TAHOE
FOR
2020 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAMCORONAVIRUS RESPONSE ROUND 1 THIS AGREEMENT, entered this 8th day of August, 2023 by and between the City of South Lake Tahoe (herein called the “Grantee”) and Boys and Girls Club of Lake Tahoe (herein called the “Subrecipient”).

WHEREAS, the Grantee has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, as amended (HCD Act), Public Law 93-383; and
WHEREAS, the Grantee wishes to engage the Subrecipient to assist the Grantee in utilizing such funds; NOW, THEREFORE, it is agreed between the parties hereto that;

I. SCOPE OF SERVICE
A. Activities
The Subrecipient will be responsible for administering a CDBG Year 2020 Coronavirus Response Round 1 grant in a manner satisfactory to the Grantee and consistent with any standards required as a condition of providing these funds. Such program will include the following activities eligible under the Community Development Block Grant program:

Activity Boys and Girls Club of Lake Tahoe is located at 1100 Lyons Ave. in South Lake Tahoe. The Club provides school-aged childcare services to low- and moderateincome families. With the CDBG CVI funding the Boys and Girls Club will be able to cover their COVID mitigation cost for their full day, summer and afterschool programs from 2020 to 2023. The Programs included full-day childcare, summer camps and after-school programs incorporating online school, art, STEM, recreation, healthy lifestyles, good character and citizenship activities.

The expenses incurred were CPR and first aid training for all staff, cleaning supplies, cleaning equipment, scholarships for parents unable to afford the extra expense of full-day childcare while the schools were closed and refunds provided due to the child or a staff member contracting COVID.

General Administration Grantee will set-up the grant administration files and will monitor the grant contract to ensure full compliance with HCD guidelines. For example, Grantee will review and track all expenditures prior to submitting reimbursement requests. Grantee will also maintain appropriate records and documentation to satisfy any audit requirements including proper closeout of the grant.
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