Agenda packet — Santa Monica City Council, April 12, 2022 (part 1 of 9)

City of Santa Monica
City Council Meeting
AGENDA

SUE HIMMELRICH
MAYOR

LANA NEGRETE KRISTIN MCCOWAN

COUNCILMEMBER MAYOR PRO TEM

GLEAM DAVIS PHIL BROCK

COUNCILMEMBER COUNCILMEMBER

CHRISTINE PARRA OSCAR DE LA TORRE

COUNCILMEMBER COUNCILMEMBER

DAVID WHITE

CITY MANAGER

JOSEPH LAWRENCE

INTERIM CITY ATTORNEY

DENISE ANDERSON-WARREN

CITY CLERK

STANDARDS OF BEHAVIOR THAT PROMOTE CIVILITY AT ALL PUBLIC MEETINGS:
• Treat everyone courteously; • Give open-minded consideration to all viewpoints; • Listen to others respectfully • Focus on the issues and avoid personalizing debate; • Exercise self-control • Embrace respectful disagreement and dissent as democratic rights, inherent components of an inclusive public process, and tools for forging sound decisions
Meetings are broadcast live on CityTV cable channel 16 and on the internet at santamonica.gov. Cable television re-broadcasts air on Thursday and Saturday at 11:30 AM. The agenda will air on CityTV on Saturday and Sunday at 11:00 AM and 6:00 PM, and on Monday and Tuesday at 12:30 PM and 6:00 PM.

City of Santa Monica Generated: 4/12/2022 7:03 PM Page 2

RULES OF ORDER FOR THE CONDUCT OF CITY COUNCIL MEETINGS (Resolution No.11405 (CCS))

WAYS TO PROVIDE PUBLIC COMMENT
If you are interested in providing public comment at a City Council meeting, there are several ways to participate:
(1) Written public comment. In lieu of oral public comment, the public is strongly encouraged to submit written public comment on agenda items via email to [email protected]. Written public comment submitted before 12:00 pm on the day of the meeting will be available for online viewing. Please note the agenda item number in the subject line of your written comments. (2) Oral public comment. Persons wishing to address the City Council regarding items on the agenda must be present and submit their name and address (optional) to the City Clerk before the public hearing is opened for that item. Register to speak at the Speaker Kiosk prior to the meeting and throughout the meeting. Remarks from the public are limited to a total of 6 minutes per City Council meeting, with a maximum of 2 minutes and a minimum of one minute per item. Except for the author of the request, public comment on 12-items are limited to 1 minute. Except on Public Input, speakers may donate 2 minutes to another person who may speak for a total of 4 minutes on that item. Both the donor of time and the designated speaker must submit their cards in person together.

Oral public comment from any one individual is limited to a total of 6 minutes per City Council meeting, with a maximum of 2 minutes per agenda item; under some circumstances, Council may change the maximum to 1 minute per agenda item.

ORDER OF BUSINESS (may not be changed except by majority vote of the City Council.)

1. Closed Session.

2. Special Agenda Items (City Manager’s Report
Commendations, Presentations, etc.).

3. Consent Calendar (All items considered in one
motion unless removed by a City Councilmember for
discussion. Public comment shall be heard prior
to City Council discussion).

4. Study Session.

5. Continued Items.

6. Administrative Proceedings.

7. Ordinances:
• 1
st Reading
• 2
nd Reading

8. Staff Administrative Item.

9. Public Hearings.

10. Reports of Boards and Commissions.

11. Resolutions.

12. Written Communications (other than
Reports of Commission and Officers).

13. Councilmember Discussion Items.

14. Public Input (members of the public may
address the City Council only on items
not on the agenda, but within the subject
matter jurisdiction of the City)
Agendas and reports are accessible on the City's webpage at smgov.net/council/agendas. They are also available at the City Clerk's Office and in alternate formats upon request. For a free email subscription to the City Council Agendas, please contact the City Clerk’s Office at (310) 458-8211 or [email protected].

Si desea comunicarse con alguien en español, llame a nuestra oficina al (310) 458-8211 y pida hablar con Esterlina Lugo.

City of Santa Monica Generated: 4/12/2022 7:03 PM Page 3

AGENDAS

CITY OF SANTA MONICA

REGULAR AND SPECIAL JOINT MEETING

CITY HALL COUNCIL CHAMBERS
1685 MAIN STREET, ROOM 250,
TUESDAY, APRIL 12, 2022
MEETING BEGINS AT 5:30 PM
WAYS TO PROVIDE REMOTE PUBLIC COMMENT:

Written public comment can be submitted via email to [email protected].

Written comments received prior to 12:00 pm on the day of the meeting will be available online. Please note the agenda item number in the subject line of your written comments.

The Santa Monica City Council meeting is experiencing technical difficulties. To listen to tonight's meeting, please call 415-466-7000 PIN: 4627113# or join online at https://primetime.bluejeans.com/a2m/live-event/eyezzppw.

CALL TO ORDER

PLEDGE OF ALLEGIANCE

ROLL CALL
(Please note that Agenda Items may be reordered during the Council meeting at the discretion of the City Council. In accordance with Charter section 615, the adoption of all ordinances and resolutions shall be by reading of title only unless a Councilmember present dissents.)

1. CLOSED SESSIONS

1.A. Conference with Legal Counsel – Existing Litigation – Litigation has been initiated formally pursuant to Government Code Section 54956.9 (d)(1): Otto L.

Haselhoff v. City of Santa Monica – Los Angeles Superior Court, Case No. 19SMCV00850

1.B. Conference with Legal Counsel – Existing Litigation – Litigation has been initiated formally pursuant to Government Code Section 54956.9(d)(1): Jerry Vergara, et al. v. City of Santa Monica, et al., Los Angeles Superior Court, Case No. BC684705.

City of Santa Monica Generated: 4/12/2022 7:03 PM Page 4

1.C. Conference with Legal Counsel – Existing Litigation – Litigation has been initiated formally pursuant to Government Code Section 54956.9(d)(1):

Hartford Fire Insurance Co. et al v. City of Santa Monica, Los Angeles Superior Court, Case No. 20SMCV00745.

1.D. Public Employee Appointment: Title – City Attorney

1.E. Conference with Legal Counsel – Existing Litigation – Litigation has been initiated formally pursuant to Government Code Section 54956.9(d)(1): JonesThomas v. City of Santa Monica, Case No. BC691476 - New Item Received 4/07/2022

1.F. Conference with Legal Counsel – Existing Litigation – Litigation has been initiated formally pursuant to Government Code Section 54956.9(d)(1):

Kristofer Gonzalez v. City of Santa Monica, U.S. District Court Case No. 2:20- CV-06947-RGK (AGR). - New Item Received 4/07/2022

1.G. Conference with Real Estate Negotiator pursuant to Government Code Section 54956.8: Property: 2828 Donald Douglas Loop North, Santa Monica, California Offices and Pilot Lounge Premises (~5,285 sq. ft.), Hangars #6, # 26, and #31 (~5,380 sq. ft.), Aircraft Main Ramp (~145,000 sq. ft.), Aircraft Overflow Ramp (~64,460 sq. ft.); and 3100 Donald Douglas Loop North, Santa Monica, California (“Fuel Farm”) (~3,820 sq. ft.) consisting of three 12,000 gallon and one 500 gallon underground storage tanks and associated systems and equipment; City Negotiators: Stelios Makrides, Chief Operations Officer/Airport Director; Owner of Record: City of Santa Monica; Persons to be negotiated with Atlantic SMO Holdings; Under negotiation: Ground Lease and Building Lease Terms. - New Item Received 4/07/2022
The following is the order of business for items to be heard no earlier than 6:30 p.m.

2. SPECIAL AGENDA ITEMS

2.A. City Manager Report

3. CONSENT CALENDAR
(All items will be considered and approved in one motion unless removed by a Councilmember for discussion.)

3.A. Approval of Contract Modification with Kiewit Infrastructure West Company for the Operations Phase Guaranteed Maximum Price Amendment for the Sustainable Water Infrastructure Project
Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and execute a second Guaranteed Maximum Price amendment to Design-Build Agreement No. 10736 (CCS) in the amount not to exceed $4,827,058 (including $198,806 City contingency), with Kiewit Infrastructure West Co. This amendment will enable Kiewit to operate, maintain, and manage the Sustainable Water Infrastructure City of Santa Monica Generated: 4/12/2022 7:03 PM Page 5 Project facilities for two years and will result in a total contract amount not to exceed $97,300,548.

3.B. Authorization of Purchase Orders with Tymco Equipment Company, Arata Equipment Company, National Auto Fleet Group, and Velocity Truck Centers for Vehicle Purchases for the Public Works Department's Resource Recovery & Recycling Division
Recommended Action
Staff recommends that the City Council:

1. Authorize the Procurement Manager to issue a purchase order with Tymco Equipment Company for the purchase of two sweeper trucks for the Public Works Department. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250(c) and is for a total amount not to exceed $615,859 with future year funding contingent on Council budget approval;

2. Authorize the Procurement Manager to issue a purchase order with Arata Equipment Company for the purchase of three side loader trucks for the Public Works Department. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250(c) and is for a total amount not to exceed $1,592,754, with future year funding contingent on Council budget approval;

3. Authorize the Procurement Manager to issue a purchase order with National Auto Fleet Group for the purchase of two bin trucks for the Public Works Department. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250(c) and is for a total amount not to exceed $155,918 with future year funding contingent on Council budget approval; and

4. Authorize the Procurement Manager to issue a purchase order with Velocity Truck Centers for the purchase of two front loader trucks for the Public Works Department. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250(c) and is for a total amount not to exceed $819,300 with future year funding contingent on Council budget approval.

3.C. Award Request for Proposal and Enter Into Agreement with MentorAPM, LLC for an Enterprise Asset Management System
Recommended Action
Staff recommends that the City Council:

1. Award RFP# 2021-REQ-00090 to MentorAPM, LLC for an enterprise asset management system (EAMS) for the Public Works Department;

2. Authorize the City Manager to negotiate and execute an agreement with MentorAPM, LLC, in an amount not to exceed $763,000 over a five-year period, with future year funding contingent on Council budget approval.

3.D. Approval of Second Modification to Agreement 10813 (CCS) with The Superlative Group, Inc. for Evaluation and Analysis of Proposals Received in Response to RFP #300 Digital Wayfinding and Out-of-Home Advertising Kiosk Program
City of Santa Monica Generated: 4/12/2022 7:03 PM Page 6 Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and execute a second modification to agreement #10813 (CCS) in the amount of $55,000 (including 10% contingency) with The Superlative Group, Inc. to provide consultation services for the Digital Wayfinding and Out-of-Home Advertising Program. This would result in an eight-year reinstated and amended agreement with a new total amount not to exceed $846,734, with future year funding contingent on Council budget approval.

3.E. Approval of Modification to Agreement with The Active Network Inc. for Recreation Management Software System
Recommended Action
Staff recommends that Council authorize the City Manager to negotiate and execute a fourth modification to agreement #10517 (CSD) in the amount of $100,000 with the Active Network Inc. to provide a cloud-based, hosted, recreation-management software system for the Community Services Department. The proposed modification would result in a 12-year amended agreement with a new total amount not to exceed $538,825, with future-year funding contingent on Council budget approval.

3.F. Award Bid #2476 for Construction and Observation Services for the 4th Street Enhancement Project - Phase II
Recommended Action
Staff Recommends that the City Council:

1. Award Bid #SP2476 to Access Pacific, Inc. for construction services for the 4 th Street Enhancement Project - Phase II for the Public Works Department;

2. Authorize the City Manager to negotiate and execute a contract with Access Pacific, Inc in an amount not to exceed $1,997,373 (including a $181,579 contingency);

3. Authorize the Director of Public Works to issue any necessary change orders to complete additional work within contract authority;

4. Award Request for Proposals (RFP) #SP2476 to PSOMAS, to provide construction management, observation, and material testing services for the 4 th Street Enhancement Project - Phase II;

5. Authorize the City Manager to negotiate and execute a contract with PSOMAS in an amount not to exceed $310,513 (including a $28,228 contingency); and

6. Authorize the Director of Public Works to issue any necessary change orders to complete additional work within contract authority.

3.G. Approval of FY2021-23 Beach Maintenance Staffing Changes Recommended Action
Staff recommends that the City Council authorize deleting three vacant Custodian I positions and replacing them with three Maintenance Worker positions.

3.H. Adoption of a Resolution making AB 361 Findings Regarding Teleconference Meetings
Recommended Action
City of Santa Monica Generated: 4/12/2022 7:03 PM Page 7 Staff recommends that Council adopt a resolution making the findings required by AB 361 to continue teleconference meetings of the City Council and City Boards, Commissions, and Task Forces through May 12, 2022. . SPECIAL JOINT MEETING OF THE CITY COUNCIL AND HOUSING AUTHORITY . ROLL CALL

3.I. Adoption of Fiscal Year 2022-2023 Santa Monica Public Housing Authority Annual Plan
Recommended Action
Staff recommends that the Housing Authority Board:

1. Adopt the FY2022-2023 Santa Monica Housing Authority Annual Plan, provided as Attachment A.

2. Authorize the submission of the FY2021-2023 Annual Plan to the United States Department of Housing and Urban Development.

3.J. Approval of minutes for Housing Authority meeting - New Item Received 4/07/2022
Recommended Action
Staff recommends that the Housing Authority approve the minutes of the February 8, 2022 meeting.
. ADJOURNMENT OF SPECIAL JOINT MEETING

3.K. City Council - Regular Meeting - Mar 8, 2022 5:30 PM - New Item Received 4/07/2022

3.L. City Council - Special Meeting - Mar 22, 2022 4:30 PM - New Item Received 4/07/2022

3.M. City Council - Special Meeting - Mar 25, 2022 9:00 AM - New Item Received 4/07/2022

3.N. City Council - Special Meeting - Mar 29, 2022 5:30 PM - New Item Received 4/07/2022

4. STUDY SESSION
No items

5. CONTINUED ITEMS

5.A. Appeal of Planning Commission Approval of Conditional Use Permit and Minor Modification for Expansion of Carlthorp School, 438 San Vicente Blvd (CONTINUED FROM 3/15/2022) - Item will not be heard at this meeting.

City of Santa Monica Generated: 4/12/2022 7:03 PM Page 8 Recommended Action
Staff recommends the City Council:

1. Deny Appeal 20ENT-0275 and approve Conditional Use Permit 19ENT-0250 and Minor Modification 20ENT-0066 for a 7,187 square foot expansion to the Carlthorp School, rooftop playcourt, and 0.29% increase to the allowable ground floor parcel coverage, based upon the findings and analysis outlined in this report.

2. Adopt the CEQA Findings in this Staff Report under “Compliance with California Environmental Quality Act.”

6. ADMINISTRATIVE PROCEEDINGS
No items

7. ORDINANCES
(Public comment is permitted on ordinances for introduction and first reading. No public discussion is permitted on ordinances for second reading and adoption.)

7.A. Introduction and Adoption of an Emergency Interim Zoning Ordinance to Extend Interim Zoning Regulations Amending Santa Monica Municipal Code Chapter 9.39 and Section 9.40.020 to Increase Thresholds for Review of One Hundred Percent Affordable Housing Projects and Certain Tier 2 Housing Projects Subject to the Housing Accountability Act by Administrative Approval Recommended Action
Staff recommends that the City Council introduce and adopt an Emergency Interim Zoning Ordinance to extend interim regulations established by Emergency Interim Zoning Ordinance Number 2633 (CCS) and amended and extended by Emergency Interim Zoning Ordinance Numbers 2645 and 2692 (CCS) to increase thresholds for review of one hundred percent affordable housing projects and certain Tier 2 housing projects subject to the Housing Accountability Act by Administrative Approval.

7.B. Introduction and First Reading of an Ordinance amending Chapter 2.48 of the SMMC consolidating the Commission on the Senior Community, Commission on the Status of Women, and the Social Services Commissions into a newly named Commission and repealing Chapters 2.56 and 2.60
Recommended Action
Staff recommends that the City Council introduce for first reading an Ordinance amending Chapter 2.48 of the SMMC consolidating the Commission on the Senior Community, Commission on the Status of Women, and the Social Services Commissions into a newly named Commission, determined by Council, and repealing Chapters 2.56 and 2.60.

7.C. Introduction and First Reading of an Ordinance Amending Santa Monica Municipal Code (SMMC) 11.04.050 Adjusting the City's Campaign Contribution Limit
City of Santa Monica Generated: 4/12/2022 7:03 PM Page 9 Recommended Action
Staff recommends that the City Council introduce for first reading the attached ordinance adjusting the City’s Election Code section on limitations on contributions from persons.

8. STAFF ADMINISTRATIVE ITEMS

8.A. Approval of Proposed Changes to the Big Blue Bus Fare Policy Recommended Action
Staff recommends that the City Council approve the proposed changes to the fare policy for Big Blue Bus, Department of Transportation.

9. PUBLIC HEARINGS
No items

10. REPORTS OF BOARDS AND COMMISSIONS
No items

11. RESOLUTIONS
No items

12. WRITTEN COMMUNICATIONS OTHER THAN REPORTS OF COMMISSION AND

OFFICERS
No items

13. COUNCILMEMBER DISCUSSION ITEMS

13.A. Appointment to one unscheduled vacancy on the Planning Commission for a term ending on 6/30/2025.

13.B. Appointment to one unscheduled vacancy on the Public Safety Reform and Oversight Commission for a term ending on 6/30/2025.

13.C. Recommendation to accept Luis Ramirez's resignation from the Public Safety Reform and Oversight Commission and authorize the City Clerk to publish the vacancy.

14. PUBLIC INPUT
(Public comment is permitted only on items not on the agenda that are within the subject matter jurisdiction of the City. State law prohibits the City Council from taking any action on items not listed on the agenda, including issues raised under this agenda item.)

14.A. Written Public Comment
City of Santa Monica Generated: 4/12/2022 7:03 PM Page 10

ADJOURNMENT
Agendas and reports are accessible on the City's webpage at www.smgov.net/council/agendas. They are also available at the City Clerk's Office and in alternate formats upon request. For a free email subscription to the City Council Agendas, please contact the City Clerk’s Office at (310) 458-8211 or [email protected].

Members of the public unable to attend a meeting but wishing to comment on an item(s) listed on the agenda may submit written comments prior to the meeting by meeting by mailing them to: City Clerk, 1685 Main Street, Santa Monica, CA 90401 or to [email protected]. Written comments received from the public by 2 PM on the day of the City Council meeting will be distributed to the City Council prior to the meeting and posted online.

City Hall and the Council Chamber are wheelchair accessible. If you require any special disability related accommodations (i.e. sign language interpreting, access to an amplified sound system, etc.), please contact the City Clerk’s Office at (310) 458-8211 or TDD: (310) 917-6626 at least 3 days prior to the scheduled meeting.

Si desea comunicarse con alguien en español, llame a nuestra oficina al (310) 458-8211 y pida hablar con Esterlina Lugo.

Santa Monica Blue Bus Lines #2, #3, #5, #9 and the EXPO Line serve City Hall. Parking is available on Main Street, on Olympic Drive, and in the Civic Center Parking Structure (validation free).

City Council
Report
City Council Meeting: April 12, 2022
Agenda Item: 1.G
1 of 1
To: Mayor and City Council
From: Joseph Lawrence, Interim City Attorney, City Attorney's Office, Administration Subject: Conference with Real Estate Negotiator pursuant to Government Code Section 54956.8: Property: 2828 Donald Douglas Loop North, Santa Monica, California Offices and Pilot Lounge Premises (~5,285 sq. ft.), Hangars #6, # 26, and #31 (~5,380 sq. ft.), Aircraft Main Ramp (~145,000 sq. ft.), Aircraft Overflow Ramp (~64,460 sq. ft.); and 3100 Donald Douglas Loop North, Santa Monica, California (“Fuel Farm”) (~3,820 sq. ft.) consisting of three 12,000 gallon and one 500 gallon underground storage tanks and associated systems and equipment; City Negotiators: Stelios Makrides, Chief Operations Officer/Airport Director; Owner of Record: City of Santa Monica; Persons to be negotiated with Atlantic SMO Holdings; Under negotiation: Ground Lease and Building Lease Terms.

Prepared By: Bradley Michaud, Legal Operations Coordinator Approved Forwarded to Council
Attachments:

A. Written Comments

1.G
Packet Pg. 11
1 Vernice Hankins
From: Brodsky, Michael <[email protected]>
Sent: Saturday, April 9, 2022 6:15 PM
To: councilmtgitems
Subject: April 12 agenda item 1-G

EXTERNAL
Dear City Council Members,
The City of Santa Monica needs to end _ANY_ business of transporting, selling, storing, operating, or _LEASING_ any tanker truck, gas pump or above ground or below ground storage facility, that contains toxic lead AvGas fuel.

Lead is a deadly toxin.

Lead AvGas fuel that is stored in underground storage tanks is dangerous threat to our underground aquifers that is the source to drinking water supply.

This is not a hypothetical concern.

In the past, Trichloroethylene, or TCE, a man‐made chemical was previously discovered in our shallow perched groundwater at the former GTE Santa Monica plant site.

Methyl Tertiary Butyl Ether or MTBE, a gasoline additive, was previously discoved in a groundwater basin formerly used for drinking water by the City of Santa Monica to which oil companies had to pay $1.5 million to the EPA for costs it incurred while directing the investigation and cleanup.

We must not allow history to repeat itself.

Sincerely,
Michael Brodsky
Santa Monica
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1.G.a
Packet Pg. 12
Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 1 Vernice Hankins
From: [email protected]
Sent: Sunday, April 10, 2022 4:17 PM
To: councilmtgitems
Cc: [email protected]
Subject: FOSP: City Council 4/12 item 1-G: Lease of storage tanks at SMO -- OPPOSE

EXTERNAL
April 10, 2022
To: Mayor Himmelrich and City Council members
From: Board of Directors, Friends of Sunset Park
RE: 4/12/22 agenda item 1-G: Extending a lease of underground storage tanks at 3100 Donald Douglas Loop North to Atlantic Aviation

During Closed Session on April 12, you will be discussing extending a lease of city-owned underground storage tanks at Santa Monica Airport to Atlantic Aviation.

The FOSP Board urges the Council to:
1) not extend the lease to Atlantic Aviation of underground fuel storage tanks which are used for storing "leaded" aviation fuel (Avgas), and to
2) de-commission this aging "fuel field" at 3100 Donald Douglas Loop North that's used to store nearly 40,000 gallons of toxic leaded Avgas and toxic jet fuel.

Piston/propeller aircraft, which could potentially use "unleaded" Avgas, take off and land more than 5,000 times every month at Santa Monica Airport, flying over local homes, back yards, parks, playgrounds, and preschools.

Residents near the airport received this letter in the mail in 2015:

WARNING
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1.G.a
Packet Pg. 13
Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 2 "The area within one kilometer of Santa Monica Airport contains lead, a chemical known to the State of California to cause cancer, birth defects or other reproductive harm. Lead is contained in the aviation fuel (“Avgas”) that is used by small piston engine aircraft that take off and land at this airport. People living, working, or traveling near this location will be exposed to lead as aircraft take off and land."

Below is a letter from the Attorneys General of 18 states to the Environmental Protection Agency, stating that "prevention of lead exposure is the best way to minimize the adverse effects of lead poisoning." ______________________________________________________________________ March 16, 2022 letter to the EPA from the Attorney’s General of New York, California, DC, Massachusetts, Pennsylvania, Delaware, Connecticut, Hawaii, Iowa, Maine, Maryland, Michigan, Minnesota, New Mexico, North Carolina, Oregon, Rhode Island, Vermont, and Wisconsin:

“Lead hazards are a scourge on the health and welfare of the most vulnerable residents of our states, and we support the strongest practical measures at the federal level to protect the public. Reducing lead exposures is an environmental justice imperative….

EPA has concluded that the effects of lead poisoning are ‘devastating and irreversible.’ Low-level chronic exposure to lead can cause severe developmental and behavioral problems in children.

Children under the age of five are physiologically more sensitive to lead exposure than the general population. High blood lead levels typically manifest as poor neurocognitive and neurobehavioral effects, such as decreases in IQ, attention deficits, impulsivity, hyperactivity, and predisposition to depression, anxiety, or high-risk behavior.

Lead exposure can lead to a wide range of medical disorders, such as encephalopathy, anemia, peripheral neuropathy, renal failure, hypertension, osteoporosis, and reproductive dysfunction.

Pregnant women and unborn children also experience severe adverse effects from lead exposure.

Data shows that lead exposure during pregnancy increases the odds of gestational hypertension, eclampsia and preeclampsia, renal insufficiency, spontaneous abortions, and still births.

For a fetus, lead toxicity can impair growth, lower birth weight, and delay neurodevelopment and puberty.

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1.G.a
Packet Pg. 14
Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 3 Once absorbed by the human body, lead is extremely difficult to remove, and the health effects of lead poisoning are irreversible.

Therefore, prevention of lead exposure is the best way to minimize the adverse effects of lead poisoning….” Item 1.G
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1.G.a
Packet Pg. 15
Attachment: Written Comments (5080 : Closed Session Atlantic Airport) From: Ben
To: councilmtgitems
Subject: SMO: April 12 agenda item 1-G
Date: Saturday, April 9, 2022 11:35:02 PM
Attachments: IMG_3065.PNG

EXTERNAL
Dear Santa Monica City Council:

Please decommission the 37-year-old underground storage tanks at SMO. They were put in the ground in 1986, over 4 decades ago, and they are a significant risk!!! In fact, they have already leaked before.

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1.G.a
Packet Pg. 16
Attachment: Written Comments (5080 : Closed Session Atlantic Airport) ASTSWMO and EPA studies say that the average UST lifespan is only about 20 years. http://astswmo.org/files/policies/Tanks/2015-10-ASTSWMOAgingTanks%20ReportFinal.pdf https://www.epa.gov/ust/frequent-questions-about-underground-storage-tanks Thank you for your consideration,
===============
Ben Wang
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1.G.a
Packet Pg. 17
Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 1 Vernice Hankins
From: Jamie Dunham <[email protected]>
Sent: Monday, April 11, 2022 10:39 PM
To: councilmtgitems
Subject: April 12 agenda item 1-G

EXTERNAL
Echoing the Open Letter to City Council from Zina Josephs:
"During Closed Session on April 12, the City Council will discuss extending a lease of city‐owned underground storage tanks at Santa Monica Airport to Atlantic Aviation.

I urge the Council to:
1) not extend the lease to Atlantic Aviation of underground fuel storage tanks which are used for storing "leaded" aviation fuel (Avgas), and to
2) decommission this aging "fuel field" at 3100 Donald Douglas Loop North that's used to store nearly 40,000 gallons of leaded Avgas and jet fuel.

Piston/propeller aircraft using "leaded" Avgas, but which could potentially use "unleaded" Avgas, take off and land more than 5,000 times every month at Santa Monica Airport, flying over local homes, back yards, parks, playgrounds, and preschools."
This includes where we live on Pier Avenue, and where our son attended elementary school, and continues with middle school and playing in the local parks.

Thank you, Jamie Dunham
Item 1.G
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1.G.a
Packet Pg. 18
Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 1 Vernice Hankins
From: Elizabeth Van Denburgh <[email protected]>
Sent: Tuesday, April 12, 2022 12:18 AM
To: Sue Himmelrich; Kristin McCowan; Christine Parra; Oscar de la Torre; Phil Brock; Gleam Davis; Lana Negrete; councilmtgitems
Cc: David White; Susan Cline; Anuj Gupta
Subject: City Council 4/12/22 - Item 1-G: Extending a lease of underground storage tanks at 3100 Donald Douglas Loop North to Atlantic Aviation - OPPOSE

EXTERNAL
Mayor Himmelrich and City Council members,
During Closed Session on April 12, you will be discussing extending a lease of city-owned underground storage tanks at Santa Monica Airport to Atlantic Aviation. I urge you not to extend the lease to Atlantic Aviation of underground fuel storage tanks which are used for storing "leaded" aviation fuel (Avgas) and decommission this aging "fuel field" at 3100 Donald Douglas Loop North that's used to store nearly 40,000 gallons of toxic leaded Avgas and toxic jet fuel.

Residents near the airport received this letter in the mail in 2015:

WARNING
"The area within one kilometer of Santa Monica Airport contains lead, a chemical known to the State of California to cause cancer, birth defects or other reproductive harm. Lead is contained in the aviation fuel (“Avgas”) that is used by small piston engine aircraft that take off and land at this airport. People living, working, or traveling near this location will be exposed to lead as aircraft take off and land."

Item 1.G
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8 of 39 Item 1.G
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1.G.a
Packet Pg. 19
Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 2 “Lead hazards are a scourge on the health and welfare of the most vulnerable residents of our states, and we support the strongest practical measures at the federal level to protect the public. Reducing lead exposures is an environmental justice imperative….

EPA has concluded that the effects of lead poisoning are ‘devastating and irreversible.’ Low-level chronic exposure to lead can cause severe developmental and behavioral problems in children.

Lead exposure can lead to a wide range of medical disorders, such as encephalopathy, anemia, peripheral neuropathy, renal failure, hypertension, osteoporosis, and reproductive dysfunction.

Pregnant women and unborn children also experience severe adverse effects from lead exposure.

Data shows that lead exposure during pregnancy increases the odds of gestational hypertension, eclampsia and preeclampsia, renal insufficiency, spontaneous abortions, and still births.

For a fetus, lead toxicity can impair growth, lower birth weight, and delay neurodevelopment and puberty.

Once absorbed by the human body, lead is extremely difficult to remove, and the health effects of lead poisoning are irreversible.

Therefore, prevention of lead exposure is the best way to minimize the adverse effects of lead poisoning….”
As a city that looks to continually improve and values residents' lives including the environmental impacts of such toxic chemicals as leaded fuel, please oppose tonight's Item 1- G.

Thank-you,
Elizabeth Van Denburgh
Wilshire Montana Neighborhood Coalition (Wilmont) resident Item 1.G
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 1 Vernice Hankins
From: Colin Maduzia <[email protected]>
Sent: Tuesday, April 12, 2022 6:39 AM
To: councilmtgitems
Subject: Atlantic Aviation lease of city-owned fuel tanks

EXTERNAL
Please stop the use of the aging 40,000 gallon ‘Fuel Farm’ of leaded Avgas and jet fuel on the north side of SMO. These tanks are over 36 years old, contain known toxins, have a history of leakage, & sit on irreplaceable aquifers. The City of SM can choose NOT TO LEASE those aging tanks of toxic fuel to Atlantic Aviation.

Thank you very much,
‐‐
Colin Maduzia
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 1 Vernice Hankins
From: [email protected]
Sent: Tuesday, April 12, 2022 6:48 AM
To: councilmtgitems
Subject: April 12 agenda item 1-G

EXTERNAL
Dear City Council,
Please do Not renew the Atlantic Aviation lease of city owned fuel tanks.

Thank you for your consideration,
Michele Perrone
Ocean Park Resident since 1997
Sent via iPhone
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 1 Vernice Hankins
From: Alan Levenson <[email protected]>
Sent: Tuesday, April 12, 2022 8:18 AM
To: councilmtgitems
Subject: Closed session Item 1-G

EXTERNAL
Dear Mayor and Council,
In just a couple of days over 200 people have signed the below petition asking you not to lease the city’s underground fuel tanks.

When there is a will there is a way. Please listen to us.

SMO Underground Storage
Tank Petition
April 2022:
"We, the undersigned, urge the City Council to decommission the 37‐year‐old City‐owned underground storage tanks at Santa Monica Airport and to stop leasing them to store leaded and other toxic fuels.” Please do not lease the fuel farm.

Thank you.

Alan Levenson and over 200 more!
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 2 Vernice Hankins
From: Robb Curtis Brown <[email protected]>
Sent: Tuesday, April 12, 2022 7:52 AM
To: councilmtgitems
Subject: We're watching

EXTERNAL
Tonight's vote on whether or not Santa Monica continues to be complicit in the sale of leaded AvGas will be of enormous consequence. The city can continue to pollute the air, the water and our children or it can say, ENOUGH! PRACTICE WHAT YOU PREACH! Dump the Pump. Vote NO to leaded fuel sales at SMO!! Robert Brown
Sent from my iPhone
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 1 Vernice Hankins
From: danilobach <[email protected]>
Sent: Tuesday, April 12, 2022 8:34 AM
To: councilmtgitems
Subject: City Council meeting 4/12/22: item 1-G

EXTERNAL
Dear Council,
As a resident of Santa Monica (though not in Sunset Park), I too share FOSP's concerns about the dangers from the current maintenance and use of leaded gasoline at the airport and urge you to terminate its storage there as soon as possible.

Danilo Bach
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) Petition to Santa Monica City Council
April 12, 2022
City Council Meeting
Agenda Item 1.G
“We, the undersigned, urge the City
Council to decommission the 37-year-old
City-owned underground storage tanks at
Santa Monica Airport and to stop leasing
them to store leaded and other toxic
fuels.”
Below are the names, timestamp, and additional
comments submitted by over 220+ petition signers:

Alan Levenson -- 4/9/2022 11:20
Billy Nistico -- 4/9/2022 13:44
Theo Swerissen -- 4/9/2022 13:45
John Campisi -- 4/9/2022 13:46
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) Asa Greenberg -- 4/9/2022 13:46
Katherine Newmark -- 4/9/2022 13:48
Ellen Mark -- 4/9/2022 13:48
Gregg Cahdwick -- 4/9/2022 13:49
Simona Garon -- 4/9/2022 13:50
Gavin Scott -- 4/9/2022 13:50
James Murakami -- 4/9/2022 13:52
Jonny Pray -- 4/9/2022 13:53
Yvonne Guy -- 4/9/2022 13:54
Will Guston -- 4/9/2022 13:56
Sejon Ding -- 4/9/2022 13:57
Sulinh Lafontaine -- 4/9/2022 13:57
Guy Cass -- 4/9/2022 13:58
Kent Alves -- 4/9/2022 13:58
Ross Berryman -- 4/9/2022 14:00
Patricia Braun -- 4/9/2022 14:00
Gary Glickman -- 4/9/2022 14:03
Jan Simonovic -- 4/9/2022 14:03
Jill Rosen -- 4/9/2022 14:03
Katherine Inglis -- 4/9/2022 14:05
Benjamin Shore -- 4/9/2022 14:08
John Greenwood -- 4/9/2022 14:08
tom krumpak -- 4/9/2022 14:10
William N. Fordes -- 4/9/2022 14:10
Darcy Lubbers -- 4/9/2022 14:12
David Abramis -- 4/9/2022 14:15
Chuck Mason -- 4/9/2022 14:18
Zina Josephs -- 4/9/2022 14:20
Robb Brown -- 4/9/2022 14:20
Jan-Peter Flack -- 4/9/2022 14:24
Nicola Scott -- 4/9/2022 14:29
Edward Luci -- 4/9/2022 14:33
David Konell -- 4/9/2022 14:33
Jeff Treves -- 4/9/2022 14:37
Jennifer Field -- 4/9/2022 14:38
Doug Wolf -- 4/9/2022 14:38
Alvin Crown -- 4/9/2022 14:39
Maureen Bradford -- 4/9/2022 14:45
Marion Klein -- 4/9/2022 14:48
Jesse Kramer -- 4/9/2022 14:59
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) Lori Nafshun -- 4/9/2022 15:02
Nan Waldman -- 4/9/2022 15:08
Joseph Lutz -- 4/9/2022 15:15
Zuzana Landres -- 4/9/2022 15:29
Dorothy Chapman -- 4/9/2022 15:30
Ose Dalldorf -- 4/9/2022 15:34
Stephan Hewitt -- 4/9/2022 15:38
Chris Lee -- 4/9/2022 15:42
Jamie Dunham -- 4/9/2022 15:46
Lauren wallenstein -- 4/9/2022 15:48
LOU SSUTU -- 4/9/2022 15:57
David Ginsburg -- 4/9/2022 16:00
Erika Soja -- 4/9/2022 16:18
Marsha Nakashima -- 4/9/2022 16:21
David Sirh -- 4/9/2022 16:26
Andrea Lieberman -- 4/9/2022 16:45
Laurie Rocha -- 4/9/2022 16:57
Andrea Maitra -- 4/9/2022 17:04
Deborah Rothman -- 4/9/2022 17:06
Brian Kelly -- 4/9/2022 17:09
Betsy Katz -- 4/9/2022 17:25
Deborah Travis -- 4/9/2022 17:34
Ann Lewis -- 4/9/2022 17:39
Socorro Gallegos -- 4/9/2022 18:02
Mia Levenson -- 4/9/2022 18:03
Charles Bloomquist -- 4/9/2022 18:07
Jo Winston -- 4/9/2022 18:27
Joseph Schmitz -- 4/9/2022 18:34
Elin Katz -- 4/9/2022 18:36
Joan Schmitz -- 4/9/2022 18:42
Caroline Denyer -- 4/9/2022 18:55
Michael Brodsky -- 4/9/2022 18:55
Peter Spelman -- 4/9/2022 19:26
John Humble -- 4/9/2022 19:28
John Machtinger -- 4/9/2022 19:46
Michael Osment -- 4/9/2022 19:54
Mindy Taylor-Ross -- 4/9/2022 20:14
Carol Dickinson -- 4/9/2022 20:25
Patrick Seeholzer -- 4/9/2022 21:01
Lisa Sandbank -- 4/9/2022 21:07
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) Patty -- 4/9/2022 21:15
Davidegoddard -- 4/9/2022 21:29
Roy Rico -- 4/9/2022 22:48
Linda Wilson -- 4/9/2022 23:05
Julia Quinn -- 4/9/2022 23:12
Dennis Wilder -- 4/10/2022 0:46
Michael Katz -- 4/10/2022 1:04
Bill Sundblad -- 4/10/2022 1:39
Matt Hendrickson -- 4/10/2022 1:47
Charles Blum -- 4/10/2022 2:54
Dirk Beving -- 4/10/2022 4:08
Eric Weingarten -- 4/10/2022 4:38
Helane Weingarten -- 4/10/2022 4:39
Cheryl Jones -- 4/10/2022 4:55
Dee Forrest -- 4/10/2022 4:57
David McCoy -- 4/10/2022 7:28
Rebecca Villegas -- 4/10/2022 8:49
Gizelle Strohkendl -- 4/10/2022 9:19
Paola Levenson -- 4/10/2022 9:22
Gary Keller -- 4/10/2022 10:28
Joyce Foster -- 4/10/2022 10:36
Brett Schafer -- 4/10/2022 11:05
Alice Ellis -- 4/10/2022 11:05
Ammar lughod -- 4/10/2022 11:14
Flynn Isment -- 4/10/2022 11:44
Ava Osment -- 4/10/2022 11:45
Sandra Casillas -- 4/10/2022 12:02
Lara Osment -- 4/10/2022 12:12
Annie Sabroux -- 4/10/2022 12:23
Will Pirkey -- 4/10/2022 12:24
Susan Grossman -- 4/10/2022 12:26
Richard M Levine -- 4/10/2022 12:45
John Ventura -- 4/10/2022 13:00
Patrick De Feo -- 4/10/2022 13:15
Elizabeth Oakes -- 4/10/2022 13:15
Olivia Kelly -- 4/10/2022 13:28
Leslie Bogart -- 4/10/2022 13:34
Shannon Eakman -- 4/10/2022 13:34
Kirsten Campisi -- 4/10/2022 13:37
Schafer -- 4/10/2022 13:38
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) David Abramis -- 4/10/2022 13:43
Cathy tieri -- 4/10/2022 14:03
Stephen Manes -- 4/10/2022 14:19
Stacey Abrams-Sherick -- 4/10/2022 14:31
Tina Sumner -- 4/10/2022 14:39
ADRIAN HAREWOOD -- 4/10/2022 14:42
Laura Zerr -- 4/10/2022 14:55
Jordan Ellis -- 4/10/2022 15:28
susan reid -- 4/10/2022 15:29
H Milder -- 4/10/2022 16:57
William Schoene -- 4/10/2022 16:58
Natalie pittman -- 4/10/2022 16:59
William Schoene -- 4/10/2022 17:01
Joey Reynolds -- 4/10/2022 17:18
Nina Ellis -- 4/10/2022 17:22
Robert Street -- 4/10/2022 17:34
Christina Tayag -- 4/10/2022 18:02
Cris Armstrong -- 4/10/2022 18:18
David Greene -- 4/10/2022 18:33
Tasha Giuda -- 4/10/2022 18:44
Sydney Lovelace -- 4/10/2022 18:44
Astrid Calderas -- 4/10/2022 18:52
Astrid Calderas -- 4/10/2022 18:53
IrmaVargas -- 4/10/2022 18:58
Andrea ferrer -- 4/10/2022 19:36
Leo and Rachel Marcus -- 4/10/2022 19:47
Santiago Ferrer -- 4/10/2022 19:48
Lorri Benson -- 4/10/2022 19:49
Joseph Hardin -- 4/10/2022 19:51
Barbara Kaplan -- 4/10/2022 19:54
Karen Stern -- 4/10/2022 20:06
Stephen Mark -- 4/10/2022 20:14
Mario Peixoto -- 4/10/2022 20:38
Vivien Flitton -- 4/10/2022 20:44
Kim Grossman -- 4/10/2022 20:59
victor davich -- 4/10/2022 21:40
Deanna Ssutu -- 4/10/2022 22:49
Dale Strumpell -- 4/10/2022 23:00
Patricia Rulo -- 4/10/2022 23:24
Diana Tran -- 4/10/2022 23:30
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) Anne Yee -- 4/10/2022 23:31
Russell Yee -- 4/10/2022 23:32
Nancy Owens -- 4/10/2022 23:37
Jilla Sardashti -- 4/10/2022 23:49
Megan FitzGerald -- 4/11/2022 0:09
Paula Mazur -- 4/11/2022 0:56
Pam Bottaro -- 4/11/2022 1:19
HAL GOLDEN -- 4/11/2022 1:29
Joan Blum -- 4/11/2022 2:10
Steven Benson -- 4/11/2022 2:10
Gregory Blum -- 4/11/2022 2:10
Christine Hardin -- 4/11/2022 8:38
Lisa Detamore -- 4/11/2022 10:33
stephen wilkins -- 4/11/2022 11:50
Kathy Cass -- 4/11/2022 11:58
Allison Greene -- 4/11/2022 12:21
John Greene -- 4/11/2022 12:28
saku ee -- 4/11/2022 13:03
hal lindes -- 4/11/2022 13:28
Joy Abbott -- 4/11/2022 14:44
Philip Cass -- 4/11/2022 15:08
Nicola Goode -- 4/11/2022 19:06
Sean Meehan -- 4/11/2022 19:08
Dylan McFarland -- 4/11/2022 19:09
Ruby Meehan -- 4/11/2022 19:38
Sara Daleiden -- 4/11/2022 20:01
ruth shari -- 4/11/2022 20:06
Tina Grossman -- 4/11/2022 20:59
Max Hunt -- 4/11/2022 21:12
Tracy Orloff -- 4/11/2022 22:31
Stephen Naftali -- 4/11/2022 23:24
Catherine Lerer -- 4/11/2022 23:46
Antonio Lysy -- 4/12/2022 1:12
Ted Braun -- 4/12/2022 1:25
Syd Lovelace -- 4/12/2022 2:27
Ken Abbott -- 4/12/2022 2:52
Randolph Holland -- 4/12/2022 3:29
Colin Maduzia -- 4/12/2022 9:35
Michele Perrone -- 4/12/2022 9:44
Pamela Gavras -- 4/12/2022 11:19
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) Margaret Griffin -- 4/12/2022 11:21
Kim Andres -- 4/12/2022 11:24
Susan grant -- 4/12/2022 11:27
tamra raven -- 4/12/2022 11:29
Jeffrey Rosenfeld -- 4/12/2022 11:30
Janet Tunick -- 4/12/2022 11:34
Laura Thixton -- 4/12/2022 11:36
Dorothy Cramer -- 4/12/2022 11:36
Cinzia Paganuzzi -- 4/12/2022 11:41
Alison Megliola -- 4/12/2022 11:41
John Murdock -- 4/12/2022 11:52
Patty Antin -- 4/12/2022 11:55
Heather Gould -- 4/12/2022 11:59
Mary Hubbell -- 4/12/2022 12:02
Ben Wang -- 4/12/2022 12:05
Leah -- 4/12/2022 12:06
Kathy Seal -- 4/12/2022 12:15
Robert Street – 4/12/2022 12:24:28
Paulette Rochelle-Levy – 4/12/2022 12:25:32
Geraldine Kennedy – 4/12/2022 12:27:21
Tregg Rustad – 4/12/2022 12:40:56
Additional comments:
● Don’t lease tanks. Thanks.
● Please I live near this place. These tanks and lead are not compatible with living things.
● These jets are not flying out over the shoreline before banking north upon take off, which I believe is a violation of departures.
● Airport should be closed and all services suspended ASAP ● Take the leaded gas out of our city!
● Please end the storage of leaded fuel in Santa Monica. ● Please stop providing leaded fuel at Santa Monica airport. Thanks Item 1.G
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) ● "Protect the long term health of our environment get rid of these fuel storage tanks, now!
● Choke the airport not the lives around it!
● Newer studies show the dangers. Please act now.
● These tank are a danger to the health and safety of all!! ● Toxic! Dangerous! Life threatening! Protect us. Just say no. ● PLEASE do the right thing. For once....
● It's time.
● Practice what you PREACH!! Stop the sale of TOXINS!
● In our effort to shut down the airport permanently, we should keep establishing facts wherever possible. Shutting down AVGAS storage and distribution is a key action that needs to be taken. Dear City Council: please act accordingly and do not renew the tank leases. Ideally the tanks get dismantled and removed. That sends a clear message to the Aviation Industry and will be hard to reverse. ● Stop storing toxic fuels in these old storage tanks!
● It’s time to get rid of these under ground storage tanks. ● If there is any fuel offered it should be UNLEADED!!!! Other small airports such as Torrance have done this for years. PLEASE contribute to the climate change solution as well as cleaning the air in our back yards. I will be SO grateful. ● Lead causes learning disabilities in children and impacts health. We must eradicate lead from our environment!
● Please cease and desist the sale of leaded fuel.
● Every little piece of the puzzle is essential.Every missed link weakens us. Please remain strong in your actions !
● Decommission the toxic tanks and stop leasing them now! ● Please get rid of the fuel storage and stop the jets from endangering our neighborhoods.
● While SM cannot restrict the sale of leaded fuel, the Consent Decree does not require SM to sell leaded AvGas or provide tanks for lease to sell this toxic fuel. I do believe that individual Council Members could be personally liable for gross Item 1.G
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) dereliction of duty if the sale of toxic fuel is authorized. And, why WOULD a sane person go out of their way to facilitate the spewing of toxic, disease-causing fumes over our own neighbors??
● For the good of Santa Monica please discontinue use of all city owned tanks that store toxic fuel. Do the right thing.
● Please do the right thing to make our community as safe as possible for its residents. Thank you.
● Please be kind to mother earth!
● "Stopping the City from enabling Atlantic Aviation's ongoing lead poisoning of our children should be an easy decision given your professed commitment to environmental justice.
● Acts, not words, reveal values.
● As our elected representatives, are you stalwart protectors of our children! Please act on our behalf."
● Please discourage leaded fuel wherever you can!
● Please, please do not allow the city to be complicit in poisoning our children with lead.
● "Please stop the poisoning of my two children, we live in Sunset Park, we smell leaded gas fumes all the time!!
● You pride yourself on being an environmental city. Santa Monica has a history of developing environmental and sustainability strategies, with the most recent focus on community-wide carbon neutrality by 2050 or sooner. PLEASE, get rid of the fuel storage tanks! Please protect the many, over the few. ● Let’s begin to close down the airport so that we’re ready in 2028. ● There can be NO GOOD REASON to lease underground storage tanks at SMO to store leaded fuel for use over our town. PLEASE STOP and think of the PEOPLE.
● There will be long term repercussions to your decisions which will leave your legacy of service to Santa Monica Citizens who entrust the health of the children in your hands. There is more than enough research by the EPA, CDC, and even the FAA about the dangers of lead pollution. It is time to stop playing politics and stand up for what you know in your heart is right.

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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) ● Get this toxic stuff out of our neighborhood!
● Thank you for the opportunity to comment on this common sense measure. ● Please stop poisoning the residents of Santa Monica.
● Fuel tanks at gas stations have often been repaired due to leakage. There are ways to avoid future litigation. Perhaps you should take them. ● Please don’t allow them to store toxic fuels on the airport!!!! ● Do not stand by while our children are being poisoned. Do not extend the Atlantic Aviation lease of city-owned fuel tanks. GET THE LEAD OUT! ● I would like to voice my support to stop leasing of the underground storage tanks at the Santa Monica Airport for all types of fuels and toxic chemicals. ● We know how harmful these fuels are to the public and the environment, and yet we do little to stop them. Do not enable this any longer! Please end the lease and decommission the tanks to prevent further harm to us all. Thank you. ● Stop the fuel farm lease!
● Stop poisoning our neighborhood and children! It’s absurd. ● My house is constantly covered in sut from fuel.. toxic and loud ● Don't be fools! Water is gold
● We are not required to provide tanks or sell fuel and we should not if we are serious about closing the airport. Right now we need to focus on the fuel farm lease. Time to do as you say, now!
● Water is so precious that it must be protected above all and no matter the cost. ● I want this decommission of the 37-year-old City-owned underground storage tanks to happen immediately.
● There is no case for the continued use of leaded fuels, aviation or otherwise. ● No more jets!!!! Enough.
● Hasten the discontinuation of leaded aviation fuel by refusing to store it in city-owned facilities.
● Please help convert airport to a park. No new construction.

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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) ● Please do not delay any longer than necessary.
● Since we are not supposed to have jets at the SM Airport - we don't need to have the fuel there either. Begs the question, are you serious about providing safety to the neighborhood by removing the jets and fuel? that's what we have all been promised for years
● I strongly oppose the renewal of the fuel tank lease at the airport property ● The health risks are simply not worth any potential commercial benefits that may derive from maintaining the lease. Thank you for doing the right thing! ● Please please please vote to get rid of these dangerous toxins in our neighborhood. We know too much to let these leaded and other toxic fuels continue to harm us all. Thank you!
● No more Aviation fuel at SMO
● This is urgent to address and take action to protect our environment and the future of our aquifer, our most valuable asset. Please take action to decommission the 37 year old City owned storage tanks at Santa Monica Airport and stop leasing them to store leaded and other toxic fuels. ● Walk the talk and protect our environment. And no deals with "property developers."
● An accident--and class action--waiting to happen.
● Decommission Now!!
● Removing the underground storage tanks would contribute to better health, especially for those of us who live in the airport neighborhood. ● Stop allowing toxic fuels in our city!
● Fuel tanks don't belong here if we're serious about closing the airport. ● For a city that prides itself on clean living, Santa Monica can be mighty hypocritical when it comes to selling out.
● Let’s get this transition started.
● Please help clean up our city!
● Santa Monica should do everything in it's power to protect the health of its citizens!
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) ● You absolutely have a health obligation to stop the storage & sale of AV leaded fuel….
● Having been a victim of leaded fuel particles over our house for 38 years, we strongly encourage going forward the City stop leasing underground storage used for leaded fuels.
● Let's do the common sense, right thing. Thank you.
● Thank you for continuing to seek ways to heal the land at the Santa Monica Airport so it is available for a new life.
● How many years will it take to clean up the toxic leaks on airport land? ● Let's get the lead out of Santa Monica. Thank you.
● Please get the lead out! I live at the end of the runway (Navy and Walgreens). I worry about long term known health risks. I’m shocked to learn that lead fuel exists.
● Do not extending this
● Let's clean up these tanks to avoid a much more expensive cleanup when the chemicals leach into our land due to age-related failure. ● The vast health problems that stem from leaded fuel were first discovered in the 70's (fifty years ago). Lead was introduced into fuel to make engines go faster.

Allowing airplanes at SMO access to leaded fuel from City owned storage tanks, means you the City Council (our representatives) would be prioritizing airplane efficiency over the lives of the City's citizens. Decommissioning these tanks is 50 years past due.
● I believe my father’s Parkinson’s Disease could have been caused by his living under the runway of the airport.
● Release the underground storage
● Don't be hypocritical. Stop supplying storage for lead avgas. ● SMO will close in 80 months, per both the 2017 Consent Decree and the 2017 City Council SMO Closure Resolution No. 11026 which states, “The City Council directs the City Manager, City Attorney and their staffs to take all actions necessary and proper to ensure that SMO will cease to operate as an airport and shall be closed to all aeronautical use forever effective as of midnight on Item 1.G
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) December 31, 2028.” The SMO fuel farm and underground storage tanks are far past their life expectancy and should be decommissioned now. ● Please act quickly on this hazard to our community's health! ● We have known for over ten years the damage that leaded gas from the Small planes is causing our children> THIS MUST STOP NOW!!
● I wholeheartedly agree that these storage tanks be decommissioned. And let’s have public notice that Santa Monica is a leader in reducing access to leaded gas. Public health and the climate thank you!
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 1 Vernice Hankins
From: Ben <[email protected]>
Sent: Tuesday, April 12, 2022 10:05 AM
To: Christine Parra; Gleam Davis; Oscar de la Torre; Kristin McCowan; Lana Negrete; Phil Brock; Sue Himmelrich; Council Mailbox; councilmtgitems; David White Subject: SMO: April 12, 2022 -- City Council Meeting Agenda Item 1.G -- Petition to Santa Monica City Council
Attachments: SMO -- Petition to SM City Council -- 04-12-22 Agenda Item_ 1.G.pdf

EXTERNAL
Dear Santa Monica City Council:

The attached Petition from over 220+ community members is respectfully submitted for your consideration for the April 12, 2022 City Council Meeting Agenda Item 1.G. “We, the undersigned, urge the City Council to decommission the 37-year-old City-owned underground storage tanks at Santa Monica Airport and to stop leasing them to store leaded and other toxic fuels.”
SMO will close in 80 months, per both the 2017 Consent Decree and the 2017 City Council SMO Closure Resolution No. 11026 which states, “The City Council directs the City Manager, City Attorney and their staffs to take all actions necessary and proper to ensure that SMO will cease to operate as an airport and shall be closed to all aeronautical use forever effective as of midnight on December 31, 2028.” The SMO fuel farm and underground storage tanks are a huge present danger and risk. They are far past their life expectancy and should be decommissioned now.

You may receive the petition from others as well. For your convenience, I have also pasted it below in the text of this email
Thank you,
Ben Wang
===============
Petition to Santa Monica City Council
April 12, 2022
City Council Meeting
Agenda Item 1.G
“We, the undersigned, urge the City Council to decommission the 37-year-old City-owned underground storage tanks at Santa Monica Airport and to stop leasing them to store leaded and other toxic fuels.”
Below are the names, timestamp, and additional comments submitted by over 220+ petition signers:

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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 2 Alan Levenson -- 4/9/2022 11:20
Billy Nistico -- 4/9/2022 13:44
Theo Swerissen -- 4/9/2022 13:45
John Campisi -- 4/9/2022 13:46
Asa Greenberg -- 4/9/2022 13:46
Katherine Newmark -- 4/9/2022 13:48
Ellen Mark -- 4/9/2022 13:48
Gregg Cahdwick -- 4/9/2022 13:49
Simona Garon -- 4/9/2022 13:50
Gavin Scott -- 4/9/2022 13:50
James Murakami -- 4/9/2022 13:52
Jonny Pray -- 4/9/2022 13:53
Yvonne Guy -- 4/9/2022 13:54
Will Guston -- 4/9/2022 13:56
Sejon Ding -- 4/9/2022 13:57
Sulinh Lafontaine -- 4/9/2022 13:57
Guy Cass -- 4/9/2022 13:58
Kent Alves -- 4/9/2022 13:58
Ross Berryman -- 4/9/2022 14:00
Patricia Braun -- 4/9/2022 14:00
Gary Glickman -- 4/9/2022 14:03
Jan Simonovic -- 4/9/2022 14:03
Jill Rosen -- 4/9/2022 14:03
Katherine Inglis -- 4/9/2022 14:05
Benjamin Shore -- 4/9/2022 14:08
John Greenwood -- 4/9/2022 14:08
tom krumpak -- 4/9/2022 14:10
William N. Fordes -- 4/9/2022 14:10
Darcy Lubbers -- 4/9/2022 14:12
David Abramis -- 4/9/2022 14:15
Chuck Mason -- 4/9/2022 14:18
Zina Josephs -- 4/9/2022 14:20
Robb Brown -- 4/9/2022 14:20
Jan-Peter Flack -- 4/9/2022 14:24
Nicola Scott -- 4/9/2022 14:29
Edward Luci -- 4/9/2022 14:33
David Konell -- 4/9/2022 14:33
Jeff Treves -- 4/9/2022 14:37
Jennifer Field -- 4/9/2022 14:38
Doug Wolf -- 4/9/2022 14:38
Alvin Crown -- 4/9/2022 14:39
Maureen Bradford -- 4/9/2022 14:45
Marion Klein -- 4/9/2022 14:48
Jesse Kramer -- 4/9/2022 14:59
Lori Nafshun -- 4/9/2022 15:02
Nan Waldman -- 4/9/2022 15:08
Joseph Lutz -- 4/9/2022 15:15
Zuzana Landres -- 4/9/2022 15:29
Dorothy Chapman -- 4/9/2022 15:30
Ose Dalldorf -- 4/9/2022 15:34
Stephan Hewitt -- 4/9/2022 15:38
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 3 Chris Lee -- 4/9/2022 15:42
Jamie Dunham -- 4/9/2022 15:46
Lauren wallenstein -- 4/9/2022 15:48
LOU SSUTU -- 4/9/2022 15:57
David Ginsburg -- 4/9/2022 16:00
Erika Soja -- 4/9/2022 16:18
Marsha Nakashima -- 4/9/2022 16:21
David Sirh -- 4/9/2022 16:26
Andrea Lieberman -- 4/9/2022 16:45
Laurie Rocha -- 4/9/2022 16:57
Andrea Maitra -- 4/9/2022 17:04
Deborah Rothman -- 4/9/2022 17:06
Brian Kelly -- 4/9/2022 17:09
Betsy Katz -- 4/9/2022 17:25
Deborah Travis -- 4/9/2022 17:34
Ann Lewis -- 4/9/2022 17:39
Socorro Gallegos -- 4/9/2022 18:02
Mia Levenson -- 4/9/2022 18:03
Charles Bloomquist -- 4/9/2022 18:07
Jo Winston -- 4/9/2022 18:27
Joseph Schmitz -- 4/9/2022 18:34
Elin Katz -- 4/9/2022 18:36
Joan Schmitz -- 4/9/2022 18:42
Caroline Denyer -- 4/9/2022 18:55
Michael Brodsky -- 4/9/2022 18:55
Peter Spelman -- 4/9/2022 19:26
John Humble -- 4/9/2022 19:28
John Machtinger -- 4/9/2022 19:46
Michael Osment -- 4/9/2022 19:54
Mindy Taylor-Ross -- 4/9/2022 20:14
Carol Dickinson -- 4/9/2022 20:25
Patrick Seeholzer -- 4/9/2022 21:01
Lisa Sandbank -- 4/9/2022 21:07
Patty -- 4/9/2022 21:15
Davidegoddard -- 4/9/2022 21:29
Roy Rico -- 4/9/2022 22:48
Linda Wilson -- 4/9/2022 23:05
Julia Quinn -- 4/9/2022 23:12
Dennis Wilder -- 4/10/2022 0:46
Michael Katz -- 4/10/2022 1:04
Bill Sundblad -- 4/10/2022 1:39
Matt Hendrickson -- 4/10/2022 1:47
Charles Blum -- 4/10/2022 2:54
Dirk Beving -- 4/10/2022 4:08
Eric Weingarten -- 4/10/2022 4:38
Helane Weingarten -- 4/10/2022 4:39
Cheryl Jones -- 4/10/2022 4:55
Dee Forrest -- 4/10/2022 4:57
David McCoy -- 4/10/2022 7:28
Rebecca Villegas -- 4/10/2022 8:49
Gizelle Strohkendl -- 4/10/2022 9:19
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 4 Paola Levenson -- 4/10/2022 9:22
Gary Keller -- 4/10/2022 10:28
Joyce Foster -- 4/10/2022 10:36
Brett Schafer -- 4/10/2022 11:05
Alice Ellis -- 4/10/2022 11:05
Ammar lughod -- 4/10/2022 11:14
Flynn Isment -- 4/10/2022 11:44
Ava Osment -- 4/10/2022 11:45
Sandra Casillas -- 4/10/2022 12:02
Lara Osment -- 4/10/2022 12:12
Annie Sabroux -- 4/10/2022 12:23
Will Pirkey -- 4/10/2022 12:24
Susan Grossman -- 4/10/2022 12:26
Richard M Levine -- 4/10/2022 12:45
John Ventura -- 4/10/2022 13:00
Patrick De Feo -- 4/10/2022 13:15
Elizabeth Oakes -- 4/10/2022 13:15
Olivia Kelly -- 4/10/2022 13:28
Leslie Bogart -- 4/10/2022 13:34
Shannon Eakman -- 4/10/2022 13:34
Kirsten Campisi -- 4/10/2022 13:37
Schafer -- 4/10/2022 13:38
David Abramis -- 4/10/2022 13:43
Cathy tieri -- 4/10/2022 14:03
Stephen Manes -- 4/10/2022 14:19
Stacey Abrams-Sherick -- 4/10/2022 14:31
Tina Sumner -- 4/10/2022 14:39
ADRIAN HAREWOOD -- 4/10/2022 14:42
Laura Zerr -- 4/10/2022 14:55
Jordan Ellis -- 4/10/2022 15:28
susan reid -- 4/10/2022 15:29
H Milder -- 4/10/2022 16:57
William Schoene -- 4/10/2022 16:58
Natalie pittman -- 4/10/2022 16:59
William Schoene -- 4/10/2022 17:01
Joey Reynolds -- 4/10/2022 17:18
Nina Ellis -- 4/10/2022 17:22
Robert Street -- 4/10/2022 17:34
Christina Tayag -- 4/10/2022 18:02
Cris Armstrong -- 4/10/2022 18:18
David Greene -- 4/10/2022 18:33
Tasha Giuda -- 4/10/2022 18:44
Sydney Lovelace -- 4/10/2022 18:44
Astrid Calderas -- 4/10/2022 18:52
Astrid Calderas -- 4/10/2022 18:53
IrmaVargas -- 4/10/2022 18:58
Andrea ferrer -- 4/10/2022 19:36
Leo and Rachel Marcus -- 4/10/2022 19:47
Santiago Ferrer -- 4/10/2022 19:48
Lorri Benson -- 4/10/2022 19:49
Joseph Hardin -- 4/10/2022 19:51
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 5 Barbara Kaplan -- 4/10/2022 19:54
Karen Stern -- 4/10/2022 20:06
Stephen Mark -- 4/10/2022 20:14
Mario Peixoto -- 4/10/2022 20:38
Vivien Flitton -- 4/10/2022 20:44
Kim Grossman -- 4/10/2022 20:59
victor davich -- 4/10/2022 21:40
Deanna Ssutu -- 4/10/2022 22:49
Dale Strumpell -- 4/10/2022 23:00
Patricia Rulo -- 4/10/2022 23:24
Diana Tran -- 4/10/2022 23:30
Anne Yee -- 4/10/2022 23:31
Russell Yee -- 4/10/2022 23:32
Nancy Owens -- 4/10/2022 23:37
Jilla Sardashti -- 4/10/2022 23:49
Megan FitzGerald -- 4/11/2022 0:09
Paula Mazur -- 4/11/2022 0:56
Pam Bottaro -- 4/11/2022 1:19
HAL GOLDEN -- 4/11/2022 1:29
Joan Blum -- 4/11/2022 2:10
Steven Benson -- 4/11/2022 2:10
Gregory Blum -- 4/11/2022 2:10
Christine Hardin -- 4/11/2022 8:38
Lisa Detamore -- 4/11/2022 10:33
stephen wilkins -- 4/11/2022 11:50
Kathy Cass -- 4/11/2022 11:58
Allison Greene -- 4/11/2022 12:21
John Greene -- 4/11/2022 12:28
saku ee -- 4/11/2022 13:03
hal lindes -- 4/11/2022 13:28
Joy Abbott -- 4/11/2022 14:44
Philip Cass -- 4/11/2022 15:08
Nicola Goode -- 4/11/2022 19:06
Sean Meehan -- 4/11/2022 19:08
Dylan McFarland -- 4/11/2022 19:09
Ruby Meehan -- 4/11/2022 19:38
Sara Daleiden -- 4/11/2022 20:01
ruth shari -- 4/11/2022 20:06
Tina Grossman -- 4/11/2022 20:59
Max Hunt -- 4/11/2022 21:12
Tracy Orloff -- 4/11/2022 22:31
Stephen Naftali -- 4/11/2022 23:24
Catherine Lerer -- 4/11/2022 23:46
Antonio Lysy -- 4/12/2022 1:12
Ted Braun -- 4/12/2022 1:25
Syd Lovelace -- 4/12/2022 2:27
Ken Abbott -- 4/12/2022 2:52
Randolph Holland -- 4/12/2022 3:29
Colin Maduzia -- 4/12/2022 9:35
Michele Perrone -- 4/12/2022 9:44
Pamela Gavras -- 4/12/2022 11:19
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 6 Margaret Griffin -- 4/12/2022 11:21
Kim Andres -- 4/12/2022 11:24
Susan grant -- 4/12/2022 11:27
tamra raven -- 4/12/2022 11:29
Jeffrey Rosenfeld -- 4/12/2022 11:30
Janet Tunick -- 4/12/2022 11:34
Laura Thixton -- 4/12/2022 11:36
Dorothy Cramer -- 4/12/2022 11:36
Cinzia Paganuzzi -- 4/12/2022 11:41
Alison Megliola -- 4/12/2022 11:41
John Murdock -- 4/12/2022 11:52
Patty Antin -- 4/12/2022 11:55
Heather Gould -- 4/12/2022 11:59
Mary Hubbell -- 4/12/2022 12:02
Ben Wang -- 4/12/2022 12:05
Leah -- 4/12/2022 12:06
Kathy Seal -- 4/12/2022 12:15
Robert Street – 4/12/2022 12:24:28
Paulette Rochelle-Levy – 4/12/2022 12:25:32
Geraldine Kennedy – 4/12/2022 12:27:21
Tregg Rustad – 4/12/2022 12:40:56
Additional comments:
 Don’t lease tanks. Thanks.
 Please I live near this place. These tanks and lead are not compatible with living things.  These jets are not flying out over the shoreline before banking north upon take off, which I believe is a violation of departures.
 Airport should be closed and all services suspended ASAP  Take the leaded gas out of our city!
 Please end the storage of leaded fuel in Santa Monica.  Please stop providing leaded fuel at Santa Monica airport. Thanks  "Protect the long term health of our environment get rid of these fuel storage tanks, now!  Choke the airport not the lives around it!
 Newer studies show the dangers. Please act now.
 These tank are a danger to the health and safety of all!!  Toxic! Dangerous! Life threatening! Protect us. Just say no.  PLEASE do the right thing. For once....
 It's time.
 Practice what you PREACH!! Stop the sale of TOXINS!
 In our effort to shut down the airport permanently, we should keep establishing facts wherever possible. Shutting down AVGAS storage and distribution is a key action that needs to be taken. Dear City Council: please act accordingly and do not renew the tank leases. Ideally the tanks get dismantled and removed. That sends a clear message to the Aviation Industry and will be hard to reverse.
 Stop storing toxic fuels in these old storage tanks!
 It’s time to get rid of these under ground storage tanks.

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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 7  If there is any fuel offered it should be UNLEADED!!!! Other small airports such as Torrance have done this for years. PLEASE contribute to the climate change solution as well as cleaning the air in our back yards. I will be SO grateful.  Lead causes learning disabilities in children and impacts health. We must eradicate lead from our environment!
 Please cease and desist the sale of leaded fuel.
 Every little piece of the puzzle is essential.Every missed link weakens us. Please remain strong in your actions !
 Decommission the toxic tanks and stop leasing them now!  Please get rid of the fuel storage and stop the jets from endangering our neighborhoods.  While SM cannot restrict the sale of leaded fuel, the Consent Decree does not require SM to sell leaded AvGas or provide tanks for lease to sell this toxic fuel. I do believe that individual Council Members could be personally liable for gross dereliction of duty if the sale of toxic fuel is authorized. And, why WOULD a sane person go out of their way to facilitate the spewing of toxic, disease-causing fumes over our own neighbors??
 For the good of Santa Monica please discontinue use of all city owned tanks that store toxic fuel. Do the right thing.
 Please do the right thing to make our community as safe as possible for its residents. Thank you.
 Please be kind to mother earth!
 "Stopping the City from enabling Atlantic Aviation's ongoing lead poisoning of our children should be an easy decision given your professed commitment to environmental justice.  Acts, not words, reveal values.
 As our elected representatives, are you stalwart protectors of our children! Please act on our behalf."
 Please discourage leaded fuel wherever you can!
 Please, please do not allow the city to be complicit in poisoning our children with lead.  "Please stop the poisoning of my two children, we live in Sunset Park, we smell leaded gas fumes all the time!!
 You pride yourself on being an environmental city. Santa Monica has a history of developing environmental and sustainability strategies, with the most recent focus on community-wide carbon neutrality by 2050 or sooner. PLEASE, get rid of the fuel storage tanks! Please protect the many, over the few.
 Let’s begin to close down the airport so that we’re ready in 2028.  There can be NO GOOD REASON to lease underground storage tanks at SMO to store leaded fuel for use over our town. PLEASE STOP and think of the PEOPLE.  There will be long term repercussions to your decisions which will leave your legacy of service to Santa Monica Citizens who entrust the health of the children in your hands. There is more than enough research by the EPA, CDC, and even the FAA about the dangers of lead pollution. It is time to stop playing politics and stand up for what you know in your heart is right.
 Get this toxic stuff out of our neighborhood!
 Thank you for the opportunity to comment on this common sense measure.  Please stop poisoning the residents of Santa Monica.
 Fuel tanks at gas stations have often been repaired due to leakage. There are ways to avoid future litigation. Perhaps you should take them.
 Please don’t allow them to store toxic fuels on the airport!!!!  Do not stand by while our children are being poisoned. Do not extend the Atlantic Aviation lease of city-owned fuel tanks. GET THE LEAD OUT!
 I would like to voice my support to stop leasing of the underground storage tanks at the Santa Monica Airport for all types of fuels and toxic chemicals.

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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 8  We know how harmful these fuels are to the public and the environment, and yet we do little to stop them. Do not enable this any longer! Please end the lease and decommission the tanks to prevent further harm to us all. Thank you.
 Stop the fuel farm lease!
 Stop poisoning our neighborhood and children! It’s absurd.  My house is constantly covered in sut from fuel.. toxic and loud  Don't be fools! Water is gold
 We are not required to provide tanks or sell fuel and we should not if we are serious about closing the airport. Right now we need to focus on the fuel farm lease. Time to do as you say, now!
 Water is so precious that it must be protected above all and no matter the cost.  I want this decommission of the 37-year-old City-owned underground storage tanks to happen immediately.
 There is no case for the continued use of leaded fuels, aviation or otherwise.  No more jets!!!! Enough.
 Hasten the discontinuation of leaded aviation fuel by refusing to store it in city-owned facilities.
 Please help convert airport to a park. No new construction.  Please do not delay any longer than necessary.
 Since we are not supposed to have jets at the SM Airport - we don't need to have the fuel there either. Begs the question, are you serious about providing safety to the neighborhood by removing the jets and fuel? that's what we have all been promised for years  I strongly oppose the renewal of the fuel tank lease at the airport property  The health risks are simply not worth any potential commercial benefits that may derive from maintaining the lease. Thank you for doing the right thing!  Please please please vote to get rid of these dangerous toxins in our neighborhood. We know too much to let these leaded and other toxic fuels continue to harm us all. Thank you!  No more Aviation fuel at SMO
 This is urgent to address and take action to protect our environment and the future of our aquifer, our most valuable asset. Please take action to decommission the 37 year old City owned storage tanks at Santa Monica Airport and stop leasing them to store leaded and other toxic fuels.
 Walk the talk and protect our environment. And no deals with "property developers."  An accident--and class action--waiting to happen.
 Decommission Now!!
 Removing the underground storage tanks would contribute to better health, especially for those of us who live in the airport neighborhood.
 Stop allowing toxic fuels in our city!
 Fuel tanks don't belong here if we're serious about closing the airport.  For a city that prides itself on clean living, Santa Monica can be mighty hypocritical when it comes to selling out.
 Let’s get this transition started.
 Please help clean up our city!
 Santa Monica should do everything in it's power to protect the health of its citizens!  You absolutely have a health obligation to stop the storage & sale of AV leaded fuel….  Having been a victim of leaded fuel particles over our house for 38 years, we strongly encourage going forward the City stop leasing underground storage used for leaded fuels.  Let's do the common sense, right thing. Thank you.
 Thank you for continuing to seek ways to heal the land at the Santa Monica Airport so it is available for a new life.
 How many years will it take to clean up the toxic leaks on airport land? Item 1.G
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 9  Let's get the lead out of Santa Monica. Thank you.
 Please get the lead out! I live at the end of the runway (Navy and Walgreens). I worry about long term known health risks. I’m shocked to learn that lead fuel exists.  Do not extending this
 Let's clean up these tanks to avoid a much more expensive cleanup when the chemicals leach into our land due to age-related failure.
 The vast health problems that stem from leaded fuel were first discovered in the 70's (fifty years ago). Lead was introduced into fuel to make engines go faster. Allowing airplanes at SMO access to leaded fuel from City owned storage tanks, means you the City Council (our representatives) would be prioritizing airplane efficiency over the lives of the City's citizens.

Decommissioning these tanks is 50 years past due.
 I believe my father’s Parkinson’s Disease could have been caused by his living under the runway of the airport.
 Release the underground storage
 Don't be hypocritical. Stop supplying storage for lead avgas.  SMO will close in 80 months, per both the 2017 Consent Decree and the 2017 City Council SMO Closure Resolution No. 11026 which states, “The City Council directs the City Manager, City Attorney and their staffs to take all actions necessary and proper to ensure that SMO will cease to operate as an airport and shall be closed to all aeronautical use forever effective as of midnight on December 31, 2028.” The SMO fuel farm and underground storage tanks are far past their life expectancy and should be decommissioned now.  Please act quickly on this hazard to our community's health!  We have known for over ten years the damage that leaded gas from the Small planes is causing our children> THIS MUST STOP NOW!!
 I wholeheartedly agree that these storage tanks be decommissioned. And let’s have public notice that Santa Monica is a leader in reducing access to leaded gas. Public health and the climate thank you!
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 1 Vernice Hankins
From: Nancy Lamell <[email protected]>
Sent: Tuesday, April 12, 2022 10:17 AM
To: councilmtgitems
Subject: April 12 agenda item 1-G

EXTERNAL
Dear Members of the Santa Monica City Council,
PLEASE vote against the proposed extension of the Atlantic Aviation lease of underground fuel storage tanks at Santa Monica Airport, and further please act to decommission the tanks as soon as possible. As the City moves toward closure of the airport for the health and welfare of residents of Santa Monica, it is counterproductive and counterintuitive to continue to allow underground storage of fossil fuels in aging tanks that have a history of leaks. We should be moving toward elimination of aviation fuel at the site, not extension of aviation's use of our land for its toxic purposes.

Thank you for your consideration.

Nancy B. Lamell
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) 1 Vernice Hankins
From: Robert Street <[email protected]>
Sent: Tuesday, April 12, 2022 10:31 AM
To: councilmtgitems
Subject: Avgas Storage Tanks

EXTERNAL
Esteemed council members,
Please oppose the storage of fuel in these aged tanks. I grew up on Pier Ave and am raising three daughters here. One of my daughters was identified with having high levels of lead in her system when she was younger. I can’t be sure that it was a result of exposure to aviation fuel but I cannot imagine that continued use of these “vintage” tanks is in any way a good idea for our community.

Thank you,
Robert Street
2323 Pier Ave.

Sent from my iPhone
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Attachment: Written Comments (5080 : Closed Session Atlantic Airport) City Council
Report
City Council Meeting: April 12, 2022
Agenda Item: 2.A
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To: Mayor and City Council
From: Denise Anderson Warren, City Clerk, Special Agenda Items Subject: City Manager Report
Prepared By: Christopher Smith, Assistant to the City Manager Approved Forwarded to Council

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City Council
Report
City Council Meeting: April 12, 2022
Agenda Item: 3.A
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To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Engineering and Street Services
Subject: Approval of Contract Modification with Kiewit Infrastructure West Company for the Operations Phase Guaranteed Maximum Price Amendment for the Sustainable Water Infrastructure Project
Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and execute a second Guaranteed Maximum Price amendment to Design-Build Agreement No. 10736 (CCS) in the amount not to exceed $4,827,058 (including $198,806 City contingency), with Kiewit Infrastructure West Co. This amendment will enable Kiewit to operate, maintain, and manage the Sustainable Water Infrastructure Project facilities for two years and will result in a total contract amount not to exceed $97,300,548.

Summary
Expected to be completed by October 2022, the Sustainable Water Infrastructure Project (SWIP) captures and treats urban runoff, stormwater and municipal wastewater for non-potable uses (e.g., irrigation and toilet flushing) and to recharge local groundwater aquifers. The SWIP would supply up to 1,680 acre-feet per year of clean water, which represents up to up to 10% of the City’s annual water demand as indicated in the 2018 Sustainable Water Master Plan Update. Federal and state regulations require the SWIP to be operated and maintained by certified wastewater treatment operators. The City does not currently employ wastewater treatment operators whose certification levels meet the state regulations required to operate the SWIP and must therefore contract out these services so that the facilities can be operational when completed this fall.

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Staff anticipated this need and included the option for initial operational services in the Request for Proposals (RFP) for design-build-operate services for the SWIP when it was issued in 2018. That RFP was awarded to Kiewit Infrastructure West Co. (Kiewit) and Council previously authorized the design and construction phase services. Staff now seeks authorization to amend the agreement with Kiewit to operate SWIP for two years at a cost not to exceed $4,827,058 (including $198,806 contingency). The twoyear operation period by the design-build-operate contractor includes a one-year warranty period for the contractor to resolve any equipment performance issues or defects during the first year of operations. The second year of the operation period is to ensure that the SWIP can be closely monitored by certified operators familiar with the facility and that the SWIP continues to perform as required upon expiration of the warranty period. The operations phase modification would be funded by the Wastewater Fund with a contribution from the Clean Beaches and Ocean Parcel Tax Fund.

Discussion
In 2018, the City Council approved the updated Sustainable Water Master Plan that refined the pathway for the City to achieve water self-sufficiency by 2023. The City’s water self-sufficiency goal was updated in the City’s 2020 Urban Water Management Plan and revised to approximately 80-90% water self-sufficiency due to impacts from the COVID-19 Pandemic that impacted staffing levels for water conservation and future housing development outlined in the 6th Cycle Housing Element. Water self-sufficiency is critical to ensuring local control of local water resources and long-term water resiliency for Santa Monica. A critical component of the Sustainable Water Master Plan is to develop alternative water supplies, like the capture and recycling of urban runoff, stormwater and municipal wastewater to preserve potable water for where it is needed most. The SWIP captures and treats these alternative water sources through a combination of membrane bioreactor, reverse osmosis, and ultraviolet/advanced oxidation processes to produce advanced-treated recycled water for non-potable uses and to recharge local groundwater aquifers.

The cost of the development of the SWIP was subsidized by grants of over $16 million and a Clean Water State Revolving Fund loan to offset the overall project costs and

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allow payment of the project over a 30-year period to better stabilize rates for water customers. Staff also secured funding through the Local Resources Program from the Metropolitan Water District of Southern California that would provide over $19 million over 25 years to produce locally sourced water through the SWIP.

The construction of SWIP is scheduled to be completed in October 2022. Once completed, the City will require operations, maintenance, and management services for the SWIP facilities during its warranty and initial start-up period, which include:
• Advanced Water Treatment Facility which treats stormwater, urban runoff water, and wastewater, as well its accessory facilities including an elevator, chemical fill station, Ocean Avenue pump station, piping, valves, instrumentation, generator, and electrical switchgear and controls;
• Civic Center Stormwater Tank and its accessory facilities, Pico Boulevard diversion structure and pump station, hydrodynamic separator, piping and instrumentation;
• Reverse Osmosis upgrades at Santa Monica Urban Runoff Recycling Facility (SMURRF); and
• Clean Beaches Tank pumps and the Pico-Kenter pump station providing influent water to SMURRF.

The City’s Water Resources Division does not operate wastewater treatment facilities of this size and complexity and does not have personnel on staff with the necessary experience and state certifications required by the State Water Resources Control Board to work in these newly constructed and unique facilities when they come online later this year.

This contract amendment would authorize the third and final phase of the SWIP designbuild-operate contract, operations and maintenance services. Kiewit’s staff would provide seven days a week operations services with six on-site staff: four state-certified

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wastewater treatment plant operators and two maintenance technicians. The six staff would each work 40 hours per week in addition to as needed on-call services on a 24/7 basis for emergencies. Kiewit would also provide administrative support to comply with all the requirements of the City’s operating permit issued by the California Regional Water Quality Control Board, Los Angeles Region (Los Angeles Water Board). Kiewit, in partnership with their subconsultant, Perc Water Corporation, would perform day-to-day operations at the SWIP facilities, maintain and repair equipment, ensure the proper application of chemicals, perform and coordinate repairs, take water samples, monitor various analyzers and other instrumentation, keep records, prepare reports, update safety/training and operations plans, and perform other duties as required.

Past Council Actions
Financial Impacts and Budget Actions
Staff seeks authority to approve funding from the Wastewater Fund to increase the amount of the design/build/operate contract with Kiewit. to operate, manage, and maintain SWIP facilities in the amount of $4,827,058 for a two-year period. The Clean Beaches and Ocean Parcel Tax Fund would contribute to the operating costs of maintaining the SWIP by making annual transfers of $1,043,000 to the Wastewater Fund. Future year funding is contingent on Council budget approval.

Meeting Date Description
September 10, 2019
(Attachment A)
Award of the Design/Build Contract Guaranteed Maximum
Price Amendment to Kiewit
August 28, 2018
(Attachment B)
Selection and Award of Sustainable Water Infrastructure Project RFP for Design/Build/Operation Services Contract

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Agreement Modification Request
Agreement #
Current
Authorized
Amount
FY2022- 24
Request Amount
Budget
Account #
Total Contract
Amount
10736 $4,827,058 51500001 $4,827,058
10736 $20,329,376 C1606950.689000 $20,329,376
10736 $53,702, 057 C5106950.689000 $53,702,057
10736 $900,000 C5106950.689540 $900,000
10736 $1,272,057 C5206950.689000 $1,272,057
10736 $8,770,000 C2006950.689000
(State Prop 1 Grant) $8,770,000
10735 $7,500,000 C1606950.689280
(County Measure W Grant) $7,500,000
Total $92,473,490 $4,827,058 $ 97,300,548
Prepared By: Selim Eren, Civil Engineer
Approved Forwarded to Council
Attachments:

A. September 10, 2019 Staff Report - Award of the SWIP Design/Build Contract Guaranteed Maximum Price Amendment (Web Link)
B. August 28, 2018 Staff Report - Selection and Award of SWIP Design/Build/Operation Services Contract (Web Link)
C. Design-Build Contract #10736 (CCS)
D. SWIP GMP Amendment
E. First Modification
F. Oaks Initiative Form 2022

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GMP AMENDMENT PERTAINING TO

DESIGN/BUILD AGREEMENT
By and Between
The City of Santa Monica
and
Kiewit Infrastructure West Co.

THIS GMP AMENDMENT PERTAINING TO DESIGN/BUILD AGREEMENT (“GMP Amendment”) is entered into on ______________(“Effective Date”) by and between the City of Santa Monica, a municipal corporation (“City”), located at 1685 Main Street, Santa Monica, California, and Kiewit Infrastructure West Co(“Design/Builder”), located at 10704 Shoemaker Ave., Santa Fe Springs, California.

RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City.

B. Design/Builder is a corporation duly organized in the state of Delaware and in good standing in the State of California, Contractor’s License Number 433176.

Design/Builder represents that it is duly licensed by the State of California and has the background, knowledge, experience and expertise to perform the obligations set forth in this Contract.

C. City and Design/Builder entered into that certain Design/Build Agreement, Contract No. 10736 (CCS), dated November 19, 2018 (“Design/Build Agreement”), for the purpose of retaining Design/Builder to provide design services, preconstruction services, construction services, and maintenance and operations services, utilizing the Progressive Design-Build delivery system and an “open-book” methodology to establish the Contract Price for the Sustainable Water Infrastructure Project (the “Project”).

D. In accordance with the provisions of the Design/Build Agreement, Design/Builder has submitted a GMP Amendment Proposal to the City and, after negotiations, City and Design/Builder have agreed to the terms and conditions of the GMP Amendment Proposal, except as modified by this GMP Amendment.

NOW THEREFORE, in consideration of the mutual promises and undertakings DocuSign Envelope ID: 3EDC484A-E4AC-4B42-B5D6-9980FAEE07C6 1/15/2020

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hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the undersigned parties as follows:

ARTICLE 1.0 DEFINITIONS.

Capitalized terms herein shall have the same meaning as in the Design/Build Agreement, including all exhibits attached thereto. Capitalized terms used herein that do not appear in the Design/Build Agreement are defined below:

1.1 Acceptance Testing: Acceptance testing has the same meaning as set forth in the Start Up and Commissioning Plan (Exhibit 6).

1.2 AWTF or Plant: Advanced Water Treatment Facility

1.3 Compensable Delay Rates: Rates set forth in Section 7.3 of this GMP Amendment used to compensate Design-Builder for Compensable Delays in accordance with Sections 3.4.2 and 3.4.3 of the Design/Build Agreement.

1.4 DDW: California Division of Drinking Water

1.5 Guaranteed Plant Performance Parameters: The performance parameters set forth in Sections 6.1, 6.2 and 6.3 of this GMP Amendment that must be achieved as a condition of Substantial Completion.

1.6 LACFCD: Los Angeles County Flood Control District owns and operates storm drains within the City of Santa Monica.

1.7 Lump Sum: “Lump Sum” means a forward-looking price to perform the Work including but not limited to Project Criteria reflecting Contractor’s acceptance of the potential risk of cost overruns and the potential benefit of cost underruns.

1.8 Punch List: A list prepared by Design-Builder and approved by City, describing items of Work that must be completed or corrected prior to Final Completion of the Project.

1.9 RWQCB: Regional Water Quality Control Board regulates the capture of stormwater and urban runoff and discharges into storm drains and regulated bodies of water.

1.10 SCAQMD: South Coast Air Quality Management District regulates air quality for the Los Angeles region, including the City of Santa Monica.

1.11 SCE: Southern California Edison is the utility providing electrical service within Santa Monica.

DocuSign Envelope ID: 3EDC484A-E4AC-4B42-B5D6-9980FAEE07C6

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1.12 SMURRF: Santa Monica Urban Runoff Recycling Facility.

ARTICLE 2.0 THE CONTRACT DOCUMENTS.

The Contract Documents consist of the following collection of documents:
(i) Executed GMP Amendment, including all exhibits thereto. (ii) Executed Design/Build Agreement between City and Design/Builder, including all exhibits thereto.
(iii) Special Provisions and Technical Specifications.
(iv) Performance and Payment Bonds.
(v) Insurance Forms.
(vi) Plans and Drawings.
(vii) Technical Reports, including, without limitation, geotechnical, surveying, and site investigation.
(viii) Supplements, Attachments, and exhibits attached to the above items. (ix) Modifications.
(x) Change Orders.
(xi) Field Orders.
(xii) Permits.

ARTICLE 3.0 CONFLICTS.

In the event of any conflicts between GMP Amendment Proposal and this GMP Amendment, the GMP Amendment shall prevail. In the event of any conflicts amongst Contract Documents, the specific shall prevail over the general, unless otherwise stated.

ARTICLE 4.0 KEY PERSONNEL DURING CONSTRUCTION PHASE.

Design/Builder’s Key Personnel during the Construction Phase are listed in the organization chart attached to this GMP Amendment as Exhibit 1, which supersedes and replaces Exhibit 3B of the Design/Build Agreement.

ARTICLE 5.0 CONTRACT PRICE.

5.1 Contract Price Components. The Contract Price in the amount not to exceed EIGHTY-SIX MILLION NINE HUNDRED SEVENTEEN THOUSAND AND TWENTY-THREE DOLLARS AND 70/100 CENTS ($86,917,023.70) consists of the sum of the following components:

The Preconstruction GMP already established by the Design/Build Agreement and any executed amendments thereto, in an amount not to exceed SEVEN MILLION

ONE HUNDRED FOUR THOUSAND SIX HUNDRED AND EIGHT-NINE DOLLARS AND 39/100 CENTS ($7,104,689.39); plus
The Construction GMP in an amount not to exceed SEVENTY-NINE MILLION

EIGHT HUNDRED TWELVE THOUSAND THREE HUNDRED THIRTY-FOUR DOLLARS AND 31/100 CENTS ($79,812,334.31) for Work performed by Design/Builder DocuSign Envelope ID: 3EDC484A-E4AC-4B42-B5D6-9980FAEE07C6

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during the Construction Phase in accordance with Section 5.0 of the Design/Build Agreement and this GMP Amendment.

5.1.1 City and Design/Builder each understands, acknowledges, and agrees that the Construction GMP includes the following components (Exhibit 2):

i. $2,500,000 Lump Sum payment to the Design/Builder for design services through final design (100%) to be paid progressively as the design is completed;
ii. $3,500,000 Lump Sum price in consideration for
Design/Builder’s acceptance of the following risks (collectively, “Allocated Risks”):
a. Design/Builder’s acceptance of all risk resulting from or relating to Type I Differing Site Conditions, per Section

11.3;
b. Design/Builder’s acceptance of certain risks related to obtaining permits or authorization from utility companies and other non-City third parties, per Section 18, herein; c. Design/Builder’s acceptance of certain risks related to SCE’s utility connection to the Plant, per Section 17,
herein;
d. Design/Builder’s acceptance of all risks relating to delays in achieving Guaranteed Plant Performance parameters,
as required by Article 6.0 and Exhibit 6_ of this
amendment herein;
e. Design/Builder’s acceptance of all risks relating to meeting Express Project Criteria (Exhibit 4), including, without limitation:
.1 unanticipated costs for coordination among and
resequencing of Design/Builder’s staff and
Subcontractors;
.2 omissions of specified City requirements;
.3 Design/Builder’s errors and omissions in the design, pricing, or scheduling of the Work;
.4 unanticipated material cost increases in the Work;
.5 costs incurred because of Design/Builder’s
Subcontractors non-performance or
underperformance;
.6 unanticipated coordination errors or revisions on shop drawings that are required because of incomplete
construction documents issued by Design/Builder’s
Design Professionals;
.7 acceleration and overtime; or
.8 labor disputes.
f. Design/Builder’s resolution of the Owner’s Comment Log, per Section 5.1.2(iv);
g. Design/Builder’s inclusion in the Construction Schedule of thirty (30) working days for inclement weather; following use of all thirty (30) working days in the Construction DocuSign Envelope ID: 3EDC484A-E4AC-4B42-B5D6-9980FAEE07C6

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Schedule, Section 8.0, herein, shall be applicable to any Delay caused by inclement weather; and
h. Design/Builders acceptance of all clarifications listed in Exhibit 4 of this GMP Amendment.
iii. The parties understand, acknowledge, and agree that Contractor’s acceptance of the Allocated Risks is in
consideration for Lump Sum pricing, as defined in Section 1.7 and subject to Section 22 herein, of the Construction GMP.

5.1.2 City and Design/Builder each understands, acknowledges, and agrees that:
i. the Construction GMP and, specifically, price estimation of the Allocated Risks, were negotiated transparently and in good faith by the City and Design/Builder;
ii. the Allocated Risks were priced and negotiated with recognition by both parties that the Design-Builder is in the best position to avoid or mitigate said Allocated Risks;
iii. the Excusable Delay granted to Design/Builder per Section 7.4.2, herein, constitutes additional consideration for Design/Builder’s acceptance of the Allocated Risks;
iv. the Express Project Criteria (Exhibit 4) includes the Design Comments Log, and the Lump Sum price for the Construction GMP includes resolution of said comments without adjustments to Contract Price or Contract Time unless (a) City changes or modifies the Project Criteria and (b) such changes or
modifications constitute Extra Work.
v. any Delays caused by Allocated Risks do not constitute “delays that are unreasonable under the circumstances involved” within the meaning of Public Contract Code section 7102.

5.2 Amounts Paid to Date. Design/Builder acknowledges and agrees that as of the Effective Date, Design/Builder has been paid SEVEN MILLION ONE HUNDRED

FOUR THOUSAND SIX HUNDRED EIGHTY-NINE DOLLARS AND THIRTY-NINE CENTS ($7,104,689.39) of the Preconstruction GMP and is owed the balance of ZERO DOLLARS ($0.00). Design/Builder further acknowledges and agrees that it has no claims pending against the City and has no knowledge of facts or circumstances which would justify an increase in the Contract Time and/or Contract Price.

5.3 Construction GMP. The Construction GMP is based upon the Contract Price & Construction GMP Cost Summary attached to this GMP Amendment as Exhibit 2 and the Schedule of Values attached to this GMP Amendment as Exhibit 2.

Design/Builder and City each understands, acknowledges and agrees that (i) the Construction GMP includes a Lump Sum amount for Design/Builder’s acceptance of Allocated Risks in lieu of a separate Design/Builder Contingency based upon a percentage of the Contract, per Section 2.4.1 of the Contract; (ii) City and Design/Builder each waives any rights to seek Savings based upon sharing 60%:40% of Design/Builder Contingency, per Section 2.5 of the Contract; and (iii) the Construction GMP does not include City Contingency, per Section 2.4.4 of the Contract.

5.4 Operations GMP. The Design/Builder shall deliver an Operations Phase GMP to the City within sixty (60) days of Design/Builder’s completion of design DocuSign Envelope ID: 3EDC484A-E4AC-4B42-B5D6-9980FAEE07C6

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documents (i.e. 100% Plans and Specifications) and receipt of the State Water Resources Control Board’s review of the Phase 2 Engineering Report, including subsequent Phase 2 Inspection and Testing Plan(s). The Design/Builder and City shall each negotiate in good faith to execute an Operations Phase Amendment no later than 180 days prior to the start of the Plant Commissioning described in Exhibit 6A Section

8.4. ARTICLE 6.0 TESTING AND GUARANTEED PLANT PERFORMANCE

PARAMETERS

6.1 Pre-Commissioning, Commissioning, Functional and Acceptance Testing. Design/Builder shall comply with the pre-commissioning, commissioning, functional and acceptance testing requirements set forth in Exhibit 6A.

6.2 AWTF Guaranteed Plant Performance Parameters. Design/Builder shall achieve the AWTF Guaranteed Plant Performance Parameters set forth in Exhibit 6B.

6.3 SMURRF Guaranteed Plant Performance Parameters. Design/Builder shall achieve the SMURRF Guaranteed Plant Performance Parameters set forth in Exhibit 6B.

ARTICLE 7.0 CONTRACT TIME.

7.1 Construction Phase Notice to Proceed. City shall issue a Construction Phase Notice to Proceed upon the occurrence of the following conditions precedent:
(i) An executed copy of this GMP Amendment;
(ii) Issuance of a California Coastal Commission Coastal Development Permit; (iii) City approval of Design/Builder’s Construction Impact Mitigation Plan; (iv) Written notification by State, approving an amendment to the City’s State Revolving Fund loan;
(v) City’s receipt of Design/Builder’s insurance and bond forms; (vi) City’s acceptance of Design/Builder’s Baseline Construction Schedule to establish the Contract Time for Substantial Completion and Final Completion of the Work in accordance with requirements of the Contract Documents; and
(vii) City’s acceptance of Design/Builder’s detailed Schedule of Values in accordance with requirements of the Contract Documents

7.2 Contract Time for the Construction Phase. Design/Builder shall diligently prosecute the Work to achieve Substantial Completion within 912 Days after the date specified in the Construction Phase Notice to Proceed.

7.2.1 Substantial Completion. For purposes herein, and notwithstanding anything to the contrary in the General Conditions, the terms “Substantial Completion” and “Substantially Complete” refer, to the point at which the entire Work, or any portions thereof specially designated by City, is: (i) sufficiently complete in accordance with the Contract Documents so that such Work can be beneficially occupied and utilized by City for its intended purpose (except for minor items which do not impair City's ability to so DocuSign Envelope ID: 3EDC484A-E4AC-4B42-B5D6-9980FAEE07C6

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occupy and use the Work), and (ii) Design/Builder has successfully demonstrated to the City’s satisfaction that the Project meets all of the Design/Builder’s obligations under the Contract Documents. Without limiting the generality of the foregoing, the City and Design/Builder agree that the following shall be completed before the Project is considered Substantially Complete:
i. Design/Builder’s completion of all Pre-Commissioning, Commissioning, Functional, and Acceptance Test Completion in accordance with Article 6.0 of this GMP Amendment;
ii. Demonstrated achievement of the Guaranteed Plant Performance Parameters in accordance with Article 6.0 of this GMP Amendment and compliance with the provisions of the California Code of Regulations specified in Exhibits 6A and 6B as obligations of the Design/Builder;
iii. Issuance of all permits, whether final, temporary, or conditional, required to operate the AWTF as a non-potable water recycling plant, as defined in California Code of Regulations Title 22 – Division 4, Chapter 3, Article 3 – Disinfected Tertiary Recycled Water, including, without limitation, permits required by the LACFCD, RWQCB, and SCAQMD;
iv. Completion of all new and restorative Work performed on Pico Boulevard, Main Street, Vicente Terrace, Ocean Avenue, and Civic Center Drive in accordance with the Contract Documents;
v. City’s issuance of certificates of occupancies for the AWTF and SMURRF; and
vi. Design-Builder submittal, and City approval, of the Punch List for the Project.

7.2.2 Final Completion. Design/Builder shall diligently prosecute all Work required by Final Completion after receipt of a Notice of Substantial Completion from the City. For purposes herein, and notwithstanding anything to the contrary in the General Conditions 1.1.39, Final Completion shall occur within sixty (60) days of Substantial Completion within which the following conditions must be satisfied:
i. Punch List Close-Out. Completion of all Punch List items defined at the time of Substantial Completion with City approval. The Punch List prepared by Design/Builder shall describe items of Work that must be completed or corrected prior to Final Completion of the Project. The Punch List shall not operate to amend the Contract Documents. Although Design/Builder will endeavor to include all items on the Punch List that appear incomplete, a good faith failure to include an item that does not comply with the Contract Documents shall not relieve Design/Builder of the obligation to complete or correct any such omitted item prior to Final Completion and City's Acceptance of the Work. As a part of its approval of the Punch List at Substantial Completion, City shall have the right to supplement the Punch List with additional items of incomplete or incorrect Work, in each case consistent with the Contract Documents, which shall be performed by Design/Builder.

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ii. Completion of Civic Center Parking Lot Work. Design-Builder shall complete all Work at the Civic Center Parking Lot including the new fire / bike lane connecting Pico Boulevard to Civic Center Drive in accordance with the Contract Documents as a Punch List item. City’s issuance of the certificate of occupancy or equivalent for the Civic Center Parking Lot Work and above ground improvements; iii. Submission of Final Payment Application. After Design/Builder has completed all items listed on the Punch List and believes that it has achieved Final Completion, it shall submit its application for final payment and request final inspection. City shall schedule a Final Completion inspection, which shall be attended by Design/Builder's Design Professionals, the City, Design/Builder's superintendent and such others as City deems appropriate. Design/Builder shall, along with its final Application for Payment, submit to City all applicable warranties, guaranties, maintenance and operations manuals, and the final Record Documents showing the actual location and configuration of electrical, mechanical, plumbing and HVAC systems satisfactory to City. Once City determines that the Project has reached Final Completion in accordance with the Contract Documents, it may, at its option, cause to be signed and recorded a notice of completion. iv. Demobilization. Demobilization of all Construction Phase facilities, equipment, and materials.

7.3 Compensable Delay Rate. In accordance with Section 3.4.2 of the Design/Build Agreement, the Compensable Delay Rate shall be:
 Rate 1 - For Compensable Delay incurred within 180 Days of the Construction Phase Notice to Proceed: $12,500/Day;
 Rate 2 - For Compensable Delay incurred after 180 Days but on/ before 540 Days from the Construction Phase Notice to Proceed:
$19,500/Day;
 Rate 3 - For Compensable Delay incurred after 540 Days but on/before 650 Days from the Construction Phase Notice to Proceed: $13,500/day;  Rate 4 - For Compensable Delay incurred after 650 Days from the Construction Phase Notice to Proceed: $7,500/day
Any adjustments to the Contract Time and/or Contract Price for Compensable Delay shall be made in accordance with the provisions of Article 8.3 of the General Conditions. For the purpose of applying the time periods above, each time period shall be extended in accordance with the definition of Excusable Delay as well as Section 8.3 of the General Conditions by the equivalent duration of any Compensable Delay (i.e. should a 5 Day Compensable Delay be incurred during the Rate 1 time period, the duration for Rate 1 shall extend to 185 Days from the Construction Phase Notice to Proceed and Rate 2, Rate 3, and Rate 4 time periods shall adjust accordingly). City and Design/Builder agree that the examples in Exhibit 2 illustrate how the Compensable Delay Rate will be calculated for Compensable Delay. Design/Builder acknowledges, understands, and agrees that the above Compensable Delay Rates are all inclusive, including, without limitation, all overhead, profit, fees, and mark-ups.

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Nothing herein shall be interpreted to modify or void any provisions relating to Article 8.3 of the General Conditions, it being understood and agreed to by City and Design/Builder that this Section 7.3 shall be interpreted solely to establish a Compensable Daily Rate amount.

7.4 Liquidated Damages. City and Design/Builder each acknowledges and agrees that if Design/Builder fails to complete the Work within the Contract Time fully and satisfactorily, City will suffer, as a result of Design/Builder’s failure, substantial damages which are both extremely difficult and impracticable to ascertain. Such damages may include, but are not limited to:
i. Loss of public confidence in City and its contractors and consultants; ii. Loss of public use of public facilities;
iii. Extended disruption to public; and
iv. Loss of water production.

7.4.1 Liquidated Damages Amount and Calculation. City and Design/Builder acknowledge the difficulty in determining the actual damage the City will incur if Design/Builder fails to achieve Substantial Completion of the entire Work within the Contract Time. Therefore, the parties agree that in addition to all equitable remedies and other damages to which City may be entitled other than delay damages, in the event Design/Builder shall fail to achieve Substantial Completion of the entire Work within the Contract Time, Design/Builder shall pay City as Liquidated Damages (“LDs”) the amount of $9,200/Day for each Day occurring after the expiration of the Contract Time until Design/Builder achieves Substantial Completion of the entire Work. The LDs amount is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer for delayed Substantial Completion.

7.4.2 Excusable Delay for AWTF Guaranteed Plant Performance Parameters. If all conditions of Substantial Completion, except for those conditions set forth in Sections 7.2.1(i)-(ii), are achieved within the Contract Time, Design-Builder shall have an additional sixty (60) days of Excusable Delay (but not Compensable Delay) to demonstrate achievement of the AWTF Guaranteed Plant Performance Parameters for potable water quality and production per Article 6.0 of this GMP Amendment before the LDs set forth in Section 7.4.1 are assessed. City shall have the option, in its sole discretion, to assess LDs if Contractor has not achieved the other conditions to Substantial Completion within the Contract Time.

7.4.3 Liquidated Damages Apportionment. LDs shall be apportioned in accordance with Article 8.3.1 of the General Conditions. City shall not be liable to Design/Builder for Compensable Delay damages, and Design/Builder shall not be liable to City for LDs, based upon Design-Builder’s plan, intention or schedule to complete the Work earlier than the Contract Time set forth in this GMP Amendment.

7.4.4 Exclusive Remedy for Delay. Notwithstanding any other provision of this GMP Amendment and/or the Design-Build Agreement to the contrary, City and Design/Builder each acknowledges and agrees that the Liquidated Damages set forth in Section 7.4.1 shall be City’s exclusive remedy for delay damages caused by Design/Builder’s failure to achieve Substantial Completion of the entire Work within the Contract Time.

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7.4.5 Delay Damages upon Abandonment. If Design-Builder abandons the Work, the City may elect to seek actual delay damages proximately caused by Design-Builder’s failure to complete the Work within the Contract Time and its subsequent abandonment in addition to all equitable remedies and other damages to which City may be entitled other than delay damages, in lieu of the LDs provided for in Section 7.4.1. For purposes herein, the Design/Builder shall be deemed to have abandoned the Work if, prior to the achievement of Substantial Completion and without advance permission from the City, Design/Builder fails to provide personnel and resources to complete the Work within the Contract Time.

ARTICLE 8.0 CONSTRUCTION SCHEDULE.

The Construction Schedule attached to GMP Amendment as Exhibit 3 sets forth the Design/Builder’s construction schedule to establish the Contract Time for Substantial and Final Completion of the entire Work, and supersedes all estimated construction schedules submitted by Design/Builder to City prior to the Effective Date of this GMP Amendment.

ARTICLE 9.0 INCLEMENT WEATHER ALLOWANCE.

Section 1.1.35 of the General Conditions in Exhibit 2 of the Design/Build Agreement is deleted in its entirety and replaced with the following text:

1.1.35 EXCUSABLE DELAY: A Delay for which Contractor may be entitled under the Contract Documents to an extension of time, but not compensation. "Excusable Delay" means any delay to the path of activities that is critical to Substantial Completion of the Work within the Contract Time caused by conditions beyond the control or foreseeability, and without the fault or negligence of Contractor, its Design Professionals, or its Subcontractors, of any Tier, such as, but not limited to: war, embargoes, fire, unavoidable casualties, unusual delays in transportation, national emergency. Without limitation to the foregoing, the financial inability of Contractor or any Subcontractor or Subsubcontractor, shall not be deemed conditions beyond Contractor's control or foreseeability. Contractor may claim an Excusable Delay only if all Work on a critically scheduled activity is stopped for more than four (4) hours of a normal eight (8) hour scheduled working day. A Compensable Delay shall, to the extent that it is concurrent with an Excusable Delay, be conclusively deemed an Excusable Delay.

Section 01 3213 Project Schedule, Part 3 – EXECUTION, 3.05 J of the Exhibit 13 General Requirements of the Design/Build Agreement is deleted in its entirety and replaced with the following text:

CONTRACTOR shall allow for inclement weather in the Proposed Baseline Schedule by incorporating an activity titled “Inclement Weather Allowance” as the last activity prior to the Substantial Completion Milestone. No other activities may be concurrent with it. The duration of the Inclement Weather Allowance activity will be 30 scheduled workdays.

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1. “Inclement Weather Allowance” is a lost workday, caused by inclement weather conditions, and is defined as a day in which all Work on a critically scheduled activity is stopped for more than four (4) hours of a normal eight (8) hour working day. The CONTRACTOR shall notify the CITY in writing when a lost workday has occurred due to inclement weather. As inclement weather days occur, are recognized and approved by the CITY as an inclement weather day, the inclement weather activity duration will be reduced to account for the approval of an inclement weather day.

2. If the effects of inclement weather from a non- scheduled workday carry forward to a scheduled workday and impacts the Critical Path as noted above, then the scheduled workday will be considered impacted by weather. Any unused Inclement Weather Allowance at the end of the project will be shown as available float to the Substantial Completion Milestone. Compensable time extensions will be granted for inclement weather to Substantial Completion milestone only after the weather impact area affecting the critical path work has exhausted the allotted cumulative Inclement Weather Allowance.

ARTICLE 10.0 EXPRESS PROJECT CRITERIA.

The Express Project Criteria for the Project are attached to this GMP Amendment as Exhibit 4, supersedes and replaces the Express Criteria set forth in Exhibit 1 to the Design/Build Agreement. City and Design/Builder each acknowledge and agree that the Express Project Criteria attached hereto as Exhibit 4_constitutes the basis for the Construction GMP.

ARTICLE 11.0 DIFFERING SITE CONDITIONS.

11.1 Design-Builder’s Site Investigation. In accordance with its obligations under Sections 4.1.3 and 4.3.4 of the Design/Build Agreement, Design/Builder has conducted its own independent geotechnical services, surveying, and site investigation for the Project, Site, and Existing Improvements (collectively, “Site Conditions”) during the Pre-Construction Phase of the Work, and acknowledges and agrees that:
i. Design/Builder has relied upon its own investigation as the basis for (a) drafting the 60% Construction Drawings and Design Submittal, (b) submitting its GMP Amendment Proposal, and (c) executing this GMP Amendment; ii. City has not made any affirmative representations regarding Site Conditions upon which Contractor has relied; and

iii. Design/Builder bears sole responsibility for (a) the completeness and accuracy of the Design/Builder’s investigation of Site Conditions, (b) completeness and accuracy of the Contract Documents and (c) any inferences or interpretations Design-Builder made on the basis of its investigation of Site Conditions.

11.2 Exceptions. Notwithstanding Section 11.1, Design/Builder’s acceptance of certain site conditions as Allocated Risks does not include, and explicitly excludes DocuSign Envelope ID: 3EDC484A-E4AC-4B42-B5D6-9980FAEE07C6

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Type II Differing Site Conditions. To the extent Type II Differing Site conditions risks are encountered by Design/Builder during the course of the Work, Contractor is only eligible for adjustments to the Contract Price and/or the Contract Time in accordance with Section 21.0, below.

11.3 Modified Differing Site Conditions Provisions. Section 3.19.2 of the General Conditions is deleted in its entirety and replaced with the following text:

3.19.2 Differing Site Conditions are those conditions
encountered at the Site or in Existing Improvements that are (1) subsurface or concealed conditions which differ materially from those indicated in the Contract Documents (referenced hereinafter as “Type I Differing Site Conditions”); or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inherent in the construction activities of the character provided for in the Contract Documents (also referenced herein as “Type II Differing Site Conditions”). City and Design/Builder agree that (i) Design/Builder shall bear the sole risk of Type I Differing Site Conditions and (ii) City shall bear the sole risk of Type II Differing Site Conditions.

Without limiting the generality of the foregoing, Type I Differing Site Conditions includes, without limitation, all known and/or unknown utilities, utility conflicts/relocations, and relocations of/by third party utilities and groundwater levels (elevations); and Type II Differing Site Conditions includes subsurface preexisting hazardous materials, subsurface pre-existing contaminated materials, subsurface paleontological
materials, and subsurface archeological materials.

Section 3.19.5 of the General Conditions is deleted in its entirety and replaced with the following text:

3.19.5 Any adjustment to the Contract Price and/or Contract Time based upon Type II Differing Site Conditions shall be handled in accordance with Section 21.0 of this GMP Amendment.

ARTICLE 12.0 INSPECTIONS

12.1 Section 3.20.1 of the General Conditions is deleted in its entirety and replaced with the following text:

3.20.1 In order to allow for Quality Assurance inspection by City and other agencies, or any Quality Assurance inspection required elsewhere in the Special Provisions and Technical Specifications, Design/Builder shall share with City once a week, its 3 week look ahead schedule, and identify which activities will have Quality Control inspection by 3rd Party Contractor inspector(s). Work will not require prior City approval to proceed, but City can stop Work DocuSign Envelope ID: 3EDC484A-E4AC-4B42-B5D6-9980FAEE07C6

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should it find non-conforming Work, and request Design/Builder provide corrective actions prior to proceeding. Design/Builder will perform Quality Control services as outlined in Exhibit _9_.

12.2 Section 3.20.2 of the General Conditions is deleted in its entirety and replaced with the following text:

3.20.2 Whenever Design/Builder desires to carry on the Work of the Contract at hours other than 6:00 AM to 6:00 PM, Monday through Friday and from 8:00 AM to 5:00 PM on Saturdays, it shall identify that Work on the 3 week look ahead schedule, on a weekly basis, and if approved, proceed with the work. City offices are closed on alternate Fridays commencing January 12, 2001, and every other Friday thereafter. Inspections by the City’s Building Department will not be available on these days. Nothing herein shall be construed to waive or modify Design/Builder’s obligations to strictly comply with all Applicable Laws, including, without limitation, the City’s noise ordinance.

12.3 Section 3.20.3 of the General Conditions is deleted in its entirety and replaced with the following text:

3.20.3 If any Work is concealed or performed without Quality Control as specified above, then the Work can be subject to such tests or exposure as may be necessary to prove to City that the materials used, and the Work done are in conformity with the Contract Documents. All labor and equipment necessary for exposing and testing shall be furnished by Design/Builder at its expense. Design/Builder shall replace, at its own expense and without reimbursement by City, any materials or Work damaged by exposure and any faulty materials or work evidenced by such exposure or testing.

12.4 Section 3.20.4 of the General Conditions is deleted in its entirety and replaced with the following text:

3.20.4 When, City requests to perform quality assurance inspection for Work that must be made at the plant or mill of the manufacturer or fabricator of material or equipment, Design/Builder shall notify City a minimum of twenty-one (21) calendar days in advance to allow for arrangements to be made for such inspection.

ARTICLE 13.0 PROGRESS AND FINAL SUBMISSIONS

City and Design/Builder each acknowledges and agrees that the Construction Drawings and Design Submittals referenced in the Exhibit 4 attached to this GMP Amendment constitute the basis for the Construction GMP.

ARTICLE 14.0 MODIFICATIONS TO PERMIT LIST
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The Permit List set forth in Exhibit 5 to the Design/Build Agreement is superseded and replaced in its entirety with the Exhibit 5 attached to this GMP Amendment.

ARTICLE 15.0 SUBCONTRACTORS AND SELF-PERFORMED WORK
Design/Builder acknowledges and agrees that it shall provide the City with a submittal clearly showing portions of the work to be “Self-Performed Work” and that the Subcontractors listed in Exhibit 12_ have been pre-qualified by Design/Builder in accordance with Section 4.5.2 of the Design/Build Agreement and shall perform the Work specified in the submittal. Any change of Subcontractors shall be made in accordance with the Subletting and Subcontracting Fair Practices Act (Public Contract Code sections 4100 et seq.)
ARTICLE 16.0 RISK OF LOSS

Design-Builder shall, under this GMP Amendment and the Design/Build Agreement, have care, custody, control and insurance obligations relating to the Project (including but not limited to having responsibility for the security of the Site and risk of loss), through Design-Builder’s achievement of Final Completion. Upon achievement of Final Completion, the care, custody, control and insurance obligations relating to the Project (including but not limited to having responsibility for the security of the Site and risk of loss), shall be allocated to Design-Builder under the terms of the executed Operations Phase Amendment.

ARTICLE 17.0 WORK WITH SOUTHERN CALIFORNIA EDISON (SCE) Design/Builder shall provide permanent power service to the Project from the SCE tie-in at the SCE’s utility meter identified in Contract Documents (“SCE Utility Meter”).

Design/Builder shall coordinate, schedule, and perform all work necessary to ensure that SCE can provide permanent power to and energize the Project within 650 days from the Notice to Proceed for Construction plus any extensions to the Contract Time authorized by the Contract Documents (“SCE Event”), as evidenced by an updated City approved Construction Schedule. Provided that Design/Builder has coordinated, scheduled, and performed all work necessary to ensure that the Project is energized by the SCE at the SCE Utility Meter on or before the SCE Event, Design/Builder shall not be responsible for SCE’s delay in tying into the SCE Utility Meter. Any adjustment to the Contract Price and/or Contract Time based upon delays to the SCE Event shall be handled in accordance with Section 21.0 of this GMP Amendment.

ARTICLE 18.0 PERMITS AND APPROVALS
Design/Builder shall coordinate, schedule, and perform all work necessary to obtain required approvals and/or permits in a timely manner so as not to impact the schedule.

Delays caused solely by any third party entities, that impact the Project’s critical path, and are not caused in whole or in part by the fault, negligence, or breach of DesignBuilder or City, shall be considered as Excusable Delay (but not Compensable Delay) if if Design/Builder further demonstrates that:

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i. it has provided all information and submittals required to obtain necessary approvals and/or permits in accordance with the latest City approved Construction Schedule;

ii. it has complied with all requirements of this GMP Amendment; and iii. the approving or permitting agency fails to act on the approval or permit application within the time contemplated in the latest City reviewed Construction Schedule.

ARTICLE 19.0 CEQA MITIGATION
Design/Builder shall comply with all mitigation measures set forth in the SWIP MND attached hereto as Exhibit 4; provided, however, that the Construction GMP excludes implementation of the mitigation measures described in “MM BIO-1 Nesting Bird and Roosting Bats Survey” in the SWIP MND.

ARTICLE 20.0 OWNERSHIP OF CONTRACT DOCUMENTS
Design/Builder understands, acknowledges and agrees that City is the owner of all Drawings, Plans, Special Provisions and Technical Specifications, and other related documents furnished to City by the Design/Builder for the Project, and all related copyrights thereto. Design/Builder, including all Design Professionals, waives any and all common law or statutory copyrights thereto. City hereby grants Design/Builder a revocable license to use the Drawings, Plans, Special Provisions and Technical Specifications, and other related documents and electronic/digital source files furnished to City by the Design/Builder solely to diligently prosecute the Work in accordance with the Contract, including any amendments thereto. Each party hereto understands, acknowledges, and agrees that such license shall be deemed as revoked upon termination of the Contract. Submission or distribution of documents to meet official regulatory requirements or for other purposes in connection with the Project shall not be construed as unauthorized publication in derogation of the Design/Builder’s license.

ARTICLE 21.0 CHANGE ORDERS
City and Design/Builder each acknowledges, understand and agrees that because the Contract Price is based, in large part, upon Design/Builder’s self-perform work and Lump Sum pricing of Allocated Risks, Sections 2.1.2, 2.4, 2.5, and 4.6.1 of the Design/Build Agreement are no longer applicable, and null and void for purposes of the Construction Phase of the Contract. Therefore, City and Design/Builder agree that any future adjustments to the Contract Price or Contract Time shall be made in accordance with the following modifications to Sections 2.2.2, 7.0 – 8.0, and 10.0 of the DB Agreement and Article 7.2 of the General Conditions:

A. DB Agreement Modifications:
i. Section 2.2.2(iii) shall be deleted and replaced with the following:

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2.2.2(iii) Sub-subcontractors.
15% of the Cost(s) of Work for that portion of the Work to be performed by Sub-subcontractors of the second and lower Tier with their own forces, plus 5% thereon for the Subcontractor, plus 19.5% on the combined total thereof for Design-Builder Markup. A maximum of one (1) five percent (5%) markup for subcontractor supervision of a lower tier shall be paid regardless of the number of tiers between Design/Builder and the lower-tier Subsubcontractor that performs the Work. ii. Sections 7.1.2 and 7.1.3 are deleted and replaced with the following:

7.1.1 Wages or salaries of Design/Builder's supervisory and administrative personnel (i) when stationed at the Site, or on the road engaged in expediting the production or transportation of Materials or Equipment required for the Work; (ii) supervisory and administrative personnel listed in Exhibit “3B” (Key Personnel - Construction) to this Contract providing services to the Project at the Design/Builder’s principal and local branch office; provided that such services are verified by contemporaneously maintained time sheets showing the portion of their time devoted exclusively to the Project; and (iii) personnel or subcontractor during the construction who engages in project management, construction management, construction engineering, design revisions, inspection and testing at the site and local branch office. The rate specified for team members assigned fulltime to the project shall not exceed 2080 hours per year unless Approved by the City. Billable hours for assigned staff beyond an 8-hour day, or beyond forty (40) hours per week, will not be reimbursed unless Approved by City.

7.1.2 Costs paid or incurred by Design/Builder for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements, and, for personnel not covered by such agreements, customary benefits such as sick leave and medical and health benefits is included in the Design/Builder mark-up for “Construction Indirect” specified in Section 10.0.
iii. Section 7.2 is maintained, but modified as follows:

7.2 Subcontractor, Design Professional Costs.

Except as otherwise provided in Sections 7.0 and 8.0, payments made by Design/Builder to Subcontractors, Design Professionals or Design/Builder’s Subsidiaries in performance of the Work in accordance with the requirements of their contracts with Design/Builder and the Contract Documents.
iv. Section 7.5.1 is deleted and replaced with “Not Used”. v. Sections 8.1.1 – 8.1.16 are deleted and replaced with the following (all other provisions to remain as originally drafted):

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8.1.1 All costs included in Design/Builder’s Fee, each of which shall be compensated only as set forth in Sections 10.0 (with respect to the Work) and Section 2.2.2 (with respect to Extra Work).

8.1.2 Except as provided in Sections 7.1.1, 7.1.2, and 10.0 salaries and other compensation of Design/Builder's personnel stationed at Design/Builder's principal office or offices (other than Design/Builder’s offices located at the Site), including without limitation employees, salaries and other expenses of supervision and administration of progress, schedule, and cost control.

8.1.3 Except as provided in Section 10.0, Payments to employees or personnel assigned to the Project, whether located or working on the Site or at other locations, for bonuses, 401 (k) plans or pension plans.

8.1.4 Except as provided in Section 7.1.2 and 10.0, expenses of Design/Builder's principal, branch and district offices, other than Design/Builder’s offices located at the Site, including without limitation (i) supervision of the Work by personnel, and (ii) costs of copying, transmissions, office equipment and supplies, located or generated at Design/Builder’s principal, branch and district offices.

8.1.5 Profit, overhead, and general and administrative expenses, of any kind, including without limitation general accounting (except as otherwise provided in Clause (iii) of Section 7.1.2 and Section

10.0), auditing, tax preparation, and insurance administration.

8.1.6 Except as provided in Section 7.4.5 and Section 10.0, costs and expenses for travel and subsistence incurred by employees above the level of project manager and relocation costs of employees, whether assigned to work at the Site or at other locations.

8.1.7 Design/Builder's capital expenses, including interest on Design/Builder's capital employed for the Work.

8.1.8 All attorney's fees and expenses of litigation, except to the extent permitted under the terms of this Contract.

8.1.9 Except as clarified in paragraph 7.4.4 and Section 10.0, Costs and expenses of computers, except for individual personal computers (PC’s) and other special equipment (such as plotters for scheduling) in use at the Site for the sole benefit of the Project.

8.1.10 Rental costs of machinery and Equipment, except as specifically permitted under Section 7.4.2.

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8.1.11 Costs associated with the performance, testing, inspection, repair or replacement of Defective Work, or Losses resulting from therefrom, including without limitation any costs incurred in performance of any warranty or guarantee obligation.

8.1.2 Except as provided in Section 7.5.2 and Section 10.0, costs of business licenses and dues, assessments and contributions to technical or trade associations or for representation in collective bargaining

8.1.33 Costs of insurance on tools or Equipment owned or rented by Design/Builder that are not furnished to or used for the Project; taxes assessed against property or Equipment of Design/Builder that is not incorporated into the Work; and taxes on gross income.

8.1.4 Costs incurred by Design/Builder or any Subcontractor or Design Professional, of any Tier, as a result of Delay, except to the extent expressly permitted by Section 3.4 of this Contract for Compensable Delay.

8.1.15 Costs that would cause the Contract Price, as adjusted for Change Orders executed by City, to be exceeded.

8.1.5 The cost for any item not specifically and expressly listed as a Cost of the Work in Section 7.0 or included in Design/Builder’s Fee as described in Section 10.0.
vi. Section 10.0 is deleted in its entirety and replaced with the following:

10.0 DESIGN/BUILDER FEE
The Design/Builder's Fee on Work performed during the Construction Phase includes the following cost, overhead, and profit items:

10.1 Administrative Design Services During Construction. This item includes administrative design services during the construction phase, including responses to Requests for Information (“RFIs”), shop drawing and submittal review, preparation of as-built drawings and preparation/review of Operations & Maintenance (“O&M”) Manuals. In addition, this item includes the wages, benefits, and subsistence for the following three (3) Design/Builder positions only: Project Manager, Construction Manager, and QA/QC Manager. This item does not include the following:
.1 The cost of performing substantive design services arising out of a change in the work; and
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.2 All Design/Builder staff and field labor not expressly identified in Section 10.1.

10.2 Bonds. This item includes Design/Builder’s bond costs for the performance and payment bonds required under this Agreement, including bond costs associated with changed Work or Extra Work.
.1 This item does not include subcontractor or supplier bond cost, which will be a part of any subcontracted scope packages.

10.3 Insurances. This item includes Design/Builder’s costs for providing the insurance coverages and limits required under this Agreement, including insurance costs associated with changed Work, or Extra Work. .1 This item does not include subcontractor or supplier insurance costs, which will be a part of any subcontracted scope packages.

10.4 General Conditions. This item includes the cost of Design/Builder’s office trailer. This item also includes Project site office supplies, utilities, communications (internet and telephone) and vehicles only for the three (3) Design/Builder positions expressly identified in Section 10.1. This item also includes Design/Builder’s allocable local office overhead. This item does not include the following:
.1 Site general conditions for additional Design/Builder positions located in the Project office (this cost has been included in Design/Builder’s Lump Sum price for self-perform work); and
.2 Vehicles for additional Design/Builder positions located in the Project office (this cost has been included in Design/Builder’s Lump Sum price for self-perform work).

10.5 General and Administrative Cost. This item includes Design/Builder’s corporate general and administrative costs allocable to the Project.

10.6 Fee. This item includes Design/Builder’s profit margin.

10.7 Summary. The percentage mark-ups that comprise Design/Builder's Fee as defined in Sections 10.1 through Section 10.7 are summarized in the Table below:

ITEM MARK-UP
Administrative Design
During Construction 7%
Bonds 0.75%
Insurances 0.75%
General Conditions 3%
General and Administrative Cost 4%
DocuSign Envelope ID: 3EDC484A-E4AC-4B42-B5D6-9980FAEE07C6

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Fee 4%
TOTAL FEE 19.5%
B. General Conditions Modifications:
i. Articles 7.2.3 – 7.2.6 are hereby deleted and replaced with the following:

7.2.3 Changes involving Extra Work that City elects to have performed on a time and material basis shall be performed, whether by Contractor's forces or the forces of Subcontractors or Sub-Subcontractors, based on actual Allowable Costs in performing the Change in the Work and with mark-ups in accordance with Section 7.3 of the Contract. Contractor shall submit on a daily basis to the City daily time and material tickets to include the identification number assigned to the Change; the location and description of the Change; the classification of labor employed (and names and social security numbers if requested); the materials used; the equipment rented (not tools); and such other evidence of cost as the City may require. The City may require authentication of all time and material tickets and invoices by persons designated by the City for such purpose. The failure of Contractor to secure any required authentication shall, if City elects to treat it as such, constitute a waiver by Contractor of any right to adjustment of the Contract Price for the cost of all or that portion of the Extra Work covered by a non-authenticated ticket or invoice. The adjustment to the Contract Price for the Extra Work will be based on the accumulation of Allowable Costs as provided in Article 7.2.5 below. It is Contractor's responsibility to review the Change Order Request invoicing of Contractor and Subcontractors and Sub-subcontractors for accuracy of Subcontractor Markups.

7.2.4 Adjustments to the Contract Price for Changes for which Contractor is entitled to an adjustment of the Contract Price by Change Order shall be computed at City's sole election on the basis of one or more of the following:
(i) Unit prices stated in the Contract Documents or agreed upon by City and Contractor.
(ii) A Lump Sum agreed upon by City and Contractor, based on the estimated Allowable Costs and Contractor Markup and
Subcontractor/Sub-Subcontractor Markup computed in accordance with the following:
(iii) Contractor’s Allowable Costs, plus Design-Builder’s Fee and Subcontractor/Sub-subcontractor Markups applicable to such Extra Work.

7.2.5 Allowable Costs shall mean only those costs listed in, and substantiated and documented in accordance with Articles 7.1 – 7.8 of the DB Agreement and that are not disallowed by Article 8.1 of the DB Agreement.

DocuSign Envelope ID: 3EDC484A-E4AC-4B42-B5D6-9980FAEE07C6

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Packet Pg. 131 Attachment: SWIP GMP Amendment [Revision 1] (4732 : Award SWIP GMP for Operations Phase) 21 of 22

7.2.6 The term "Design/Builder Fee" shall mean the “Total Fee” percentage amount summarized in Article 10.7 of the DB Agreement and more fully described in Articles 10.0 – 10.6 of the DB Agreement. The Design/Builder Fee shall comprise the full amount of Design/Builder compensation for all costs and expenses including overhead and profit not included in the Allowable Costs, whether or not referred to in Article 7.2.5. ii. Articles 7.2.4 – 7.2.11 shall remain as drafted, but shall be renumbered 7.2.7 – 7.2.14.

ARTICLE 22.0 AUDITING

22.1 Audit Rights for Change Order Proposals and Claims. Design/Builder agrees for itself and its Subcontractors and Design Professionals that City’s designated representatives will have the right to examine Design/Builder’s, and its Subcontractors’ and Design Professionals’ records to verify accuracy and appropriateness of the pricing data used to price all change order proposals, and/or claims. Design/Builder agrees that if City determines the cost and pricing data (whether approved or not) was inaccurate, incomplete, not current, or not in compliance with the terms of the Contract regarding pricing, an appropriate contract price adjustment will apply to all Change Orders.

22.2 Audit Rights for Lump Sum Portions of Construction GMP. The parties agree and acknowledge that for Design/Builder Lump Sum pricing, the scope of any City audits shall consist exclusively of verifying payment of the applicable Lump Sum amount for Work properly performed. To the extend any Lump Sum work package is altered via Change Order to include time and materials or force account work, the amounts paid for such time and materials or force account work shall be subject to the City’s audit rights set forth in Section 22.1 of this GMP Amendment.

22.3 Audit Costs. City shall bear all audit costs except where the audit results indicate cost discrepancies in Design/Builder’s change order proposal(s), claim(s), or verification of work properly performed, in which event Design/Builder shall bear all audit costs.

ARTICLE 23.0 PREVAILING WAGE (DAVIS/BACON)
Design/Builder shall comply with all prevailing wage requirements in Exhibit 11.

ARTICLE 24.0 EXHIBITS
The attached Exhibits are a part of this GMP Amendment as if each were fully incorporated therein.

Exhibit 1 – Key Personnel
Exhibit 2 – Contract Price & Construction GMP Summary, Schedule of Values, GMP Revisions Summary, Initial GMP, Time-Related Overhead Rate, Exhibit 3 – Construction Schedule
Exhibit 4 – Express Project Criteria
Exhibit 5 – Permit List
DocuSign Envelope ID: 3EDC484A-E4AC-4B42-B5D6-9980FAEE07C6

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Exhibit 6 – Testing and Guaranteed Plant Performance Parameters Exhibit 7 – City Event List
Exhibit 8 – Laydown Area at the Colorado Yards
Exhibit 9 – Construction QA/QC Plan Requirements
Exhibit 10 – Work Restriction (CIMP) and Traffic Control Exhibit 11 – Davis-Bacon Requirements and Wage Determination Exhibit 12 – Subcontractor List & Self-performed Work List ARTICLE 25.0 NO MODIFICATION
Except as expressly modified by this GMP Amendment, all other terms and conditions of the Design/Build Agreement shall be and remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this GMP Amendment as of the date and year first written above.

ATTEST:
______________________________

DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________

LANE DILG
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By:______________________________

RICK COLE
City Manager
ABC Corporation
#VENDOR
By:_______________________________
DocuSign Envelope ID: 3EDC484A-E4AC-4B42-B5D6-9980FAEE07C6 12/23/2019
City Attorney
Lane Dilg
1/8/2020
Tony Joyce
Kiewit Infrastructure West Co
Vice President
City Manager
1/15/2020
Rick Cole
City Clerk
Denise Anderson-Warren
1/15/2020

3.A.d
Packet Pg. 133 Attachment: SWIP GMP Amendment [Revision 1] (4732 : Award SWIP GMP for Operations Phase) 1 August 2017
FIRST MODIFICATION OF DESIGN/BUILD AGREEMENT NO. 10736 (CCS) This First Modification of Agreement Number 10736 (CCS) (“First Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Kiewit Infrastructure West Co. (“Design/Builder”) is made with reference to the following:

RECITALS
A. On or about November 19th, 2018, the City and Design/Builder entered into Agreement Number 10736 (CCS) for Design/Build Agreement services on the following Project: Sustainable Water Infrastructure Project (“Original Agreement”).

B. The City and Design/Builder desire to modify the Original Agreement to include additional services to be performed by Design/Builder and to increase the contract price to pay for those additional services.

TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Original Agreement as follows:

1. Article 4.0 of the of the Original Agreement entitled “Preconstruction Phase” shall be modified by adding the following paragraph:

Design/Builder shall perform all of the additional services described in Exhibit 20, Additional Services & Budget for Confined Space Entry Plan.

Design/Builder will complete the Additional Services in accordance with Exhibit 20, Additional Services & Budget for Confined Space Entry Plan.

2. Article 2.1.1 of the Original Agreement entitled “Preconstruction GMP” shall be replaced by the following paragraph:

Preconstruction GMP.

The City shall compensate Design/Builder for the Additional Services in an amount not to exceed THIRTEEN THOUSAND SIX HUNDRED
EIGHTY-NINE DOLLARS AND THIRTY-NINE CENTS ($13,689.39), as set forth in Exhibit 20, Additional Services & Budget for Confined Space Entry Plan.

Total compensation to Design/Builder for Work performed by Design/Builder during the Preconstruction Phase in accordance with Section

4.0, including the Additional Services, shall not exceed the Guaranteed Maximum Price (also referred to herein as the “Preconstruction GMP”) of

SEVEN MILLION ONE HUNDRED FOUR THOUSAND SIX

HUNDRED EIGHTY-NINE DOLLARS AND THIRTY-NINE CENTS
($7,104,689.39) and shall be paid in accordance with the Payment Schedule set forth in Exhibit “6” (Budget for Pre-construction).

DocuSign Envelope ID: A133BD3B-B99D-4475-A856-937A73D62B9D 6/11/2019

3.A.e
Packet Pg. 134 Attachment: First Modification (4732 : Award SWIP GMP for Operations Phase) 2 August 2017

3. Exhibit 20, Additional Services & Budget for Confined Space Entry Plan, is attached hereto and incorporated herein and into the Original Agreement by this reference.

4. Except as expressly modified by this First Modification, all other terms and conditions of the Original Agreement shall be and remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this First Modification as of the date and year first written above.

ATTEST:
______________________________

DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________

LANE DILG
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: ____________________________

RICK COLE
City Manager
ABC Corporation
#VENDOR
By: ____________________________
DocuSign Envelope ID: A133BD3B-B99D-4475-A856-937A73D62B9D City Attorney
Lane Dilg
5/8/2019
Tony Joyce
Kiewit Infrastructure West Co
Vice President
6/6/2019
City Manager
6/11/2019
Rick Cole
City Clerk
Denise Anderson-Warren
6/13/2019

3.A.e
Packet Pg. 135 Attachment: First Modification (4732 : Award SWIP GMP for Operations Phase)

3.A.f
Packet Pg. 136
Attachment: Oaks Initiative Form 2022 (4732 : Award SWIP GMP for Operations Phase)

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Attachment: Oaks Initiative Form 2022 (4732 : Award SWIP GMP for Operations Phase) Name Title Percent Ownership*
Miles, David J President/Director 0
Schmidt, Scott A Chief Financial Officer, Treasurer 0
Adams, H E Executive Vice President 0
Glaser, William D Executive Vice President 0
Soderberg, Patrick A Executive Vice President 0
Sori, Alfredo E Executive Vice President 0
Buford, Tyler L Senior Vice President 0
Driver, Stan M Senior Vice President 0
Robinson, Terrence L Senior Vice President 0
Scott, Eric M Senior Vice President 0
Swinton, Matt L Senior Vice President 0
Vetter, J D Senior Vice President 0
Wisenbaker, Jamie D Senior Vice President 0
Anderson, Robert G Vice President 0
Boden, Kent A Vice President 0
Briggs, Craig A Vice President 0
Colpack, Michael J Vice President 0
Ellis, Jeffrey V Vice President 0
Farrell, Robert R Vice President 0
Giuntini, Paul H Vice President 0
Hanna, Kenneth W Vice President 0
Jessen, Chad C Vice President 0
Kite, Gray D Vice President 0
McFadden, Steven M Vice President 0
Miske, Christopher M Vice President 0
Nelson, Erik A Vice President 0
Orbus, Todd W Vice President 0
Ostlund, Michael D Vice President 0
Peplow, Andrew J Vice President 0
Petersen, Jeffrey P Vice President 0
Petersen, Shane T Vice President 0
Schropp, Tobin A Vice President 0
Searles Jr. William Vice President 0
Westland, Bill L Vice President 0
Runyan-Pick, Loree C Controller 0
Schmidt, Scott A Treasurer 0
Carnazzo, Mary M Secretary 0
Anderson, Gerald L Assistant Secretary 0
Andrews, Paul C Assistant Secretary 0
Baker, James S Assistant Secretary 0
Casper, Carla A Assistant Secretary 0
Dilworth, Jim J Assistant Secretary 0
Gardner, Brian J Assistant Secretary 0
Geiss, Greg L Assistant Secretary 0
Gleaves, Timothy L Assistant Secretary 0
Goodvin, Larry L Assistant Secretary 0
Larsen, Kari L Assistant Secretary 0
Lombardi, Michael R Assistant Secretary 0
Martin, Craig A Assistant Secretary 0
Perry, Lyle R Assistant Secretary 0
Rood, Michael A Assistant Secretary 0
Ryan, Paola J Assistant Secretary 0
Schultz, Meda Assistant Secretary 0
Spitzenberger, Joseph M Assistant Secretary 0
Walsh, Ryan M Assistant Secretary 0
Williams, Katrina C Assistant Secretary 0

DIRECTOR
David J. Miles
A Delaware Corporation Organized May 18, 1982.

Name changed from Kiewit Pacific Co. effective June 30, 2010. *Kiewit Infrastructure West Co. is 100% wholly owned by Kiewit Infrastructure Group Inc.

This information is current as of January 31, 2022 and is subject to change.

Page 1 of 1 ends

PRINCIPAL OFFICERS LIST
KIEWIT INFRASTRUCTURE WEST CO.

3.A.f
Packet Pg. 138 Attachment: Oaks Initiative Form 2022 (4732 : Award SWIP GMP for Operations Phase) City Council
Report
City Council Meeting: April 12, 2022
Agenda Item: 3.B
1 of 6
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Fleet Services Subject: Authorization of Purchase Orders with Tymco Equipment Company, Arata Equipment Company, National Auto Fleet Group, and Velocity Truck Centers for Vehicle Purchases for the Public Works Department's Resource Recovery & Recycling Division
Recommended Action
Staff recommends that the City Council:

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Summary
The City’s Resource Recovery and Recycling (RRR) Division uses various collection, passenger, and other miscellaneous vehicles to provide recycling, organics, and waste collection, bulky and abandoned/illegal item pickup, and street sweeping services for residential and commercial customers. Many of these vehicles are aging and to ensure reliable operations, provide uninterrupted service to the community, and reduce downtime and maintenance costs, staff recommends purchasing nine replacement vehicles and equipment based on competitive contract pricing available to government agencies.

Discussion
The Fleet Management Division is responsible for ensuring the City’s diverse fleet of over 700 vehicles are dependable, meet the highest environmental standards for a sustainable fleet, and are safe to operate from acquisition through disposal. The Fleet Management Division and RRR Division have collaborated to extend the useful lives of RRR’s vehicles to the maximum extent practicable. The nine vehicles identified for replacement have reached or exceeded their asset lives. Due to their age and use, these vehicles require significant maintenance and repair costs to remain reliable, safe, and operational.

Staff is requesting to purchase the following vehicles and equipment for a total amount not to exceed $3,183,832, including a 10% contingency.

Vehicle Replacement Program – Vehicle and Equipment Purchases Fund Description Vendor Purchase
Price
Quantity Extended Price
RRR Vacuum Sweeper Tymco Equipment
Company
$307,929.50 2 $615,859
RRR Side Loader Arata Equipment
Company
$530,918 3 $1,592,754
RRR Bin Truck National Auto Fleet
Group
$77,959 2 $155,918
RRR Front Loader Velocity Truck
Centers
$409,650 2 $819,300
Total 9 $3,183,832

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The RRR Division relies on these vehicles to carry out day-to-day operations that directly support the City’s priority of a Clean and Safe Santa Monica, including:
• Collection of recycling, organics, and waste materials • Roll-out service for the City’s inventory of two-, three-, and four-yard collection bins, when requested
• Street sweeping activities along the City’s approximately 253 curb lane miles, and • Responding to customer service requests for bulky and abandoned item pickup.

These vehicles are used year-round and remain on standby 24 hours a day to respond to cleanup emergencies such as traffic collisions, natural disasters, and other unscheduled activities. Without functional and reliable equipment to support operations, staff anticipates delays in the day-to-day operations and slower 311 response times.

Delays would result in unsanitary conditions due to missed collections, street debris accumulation risking injury to cyclists, and a limited ability to pick up abandoned curbside items in a timely manner, creating unsightly areas around the city.

The vacuum sweeper vehicles are used in street sweeping activities along the city’s curb and gutters to ensure debris is collected before reaching the storm drain inlets. The two vacuum sweepers scheduled for replacement have been used heavily since 2016 and have a typical useful life of five years.

Side loader collection vehicles are used to service the City’s 13 residential collection routes, including black trash, blue recycling, and green organics containers. They also service City sponsored/produced events and programs such as the farmers’ markets.

These vehicles will also support the roll-out of the City’s new mandatory organics recycling ordinance as the volume of collected organic materials increases. The three side loaders scheduled for replacement have been in use since 2013 and have a typical useful life of seven years.

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Bin trucks are used to move heavy bins, that cannot be repositioned manually, from parking structures and underground refuse enclosure to the street. These structures are inaccessible to larger vehicles that either cannot maneuver safely or are too tall to fit through entrances. The two bin trucks scheduled for replacement have been in use since 2012 and have a typical useful life of 10 years.

Front loader collection vehicles are used to service the City’s 15 commercial collection routes. They are used to lift large bins that can weigh up to 1,200 pounds when full, depending on the material being collected. The two front loaders scheduled for replacement have been in use since 2013 and have a typical useful life of seven years.

Vendor Selection
Exceptions to Competitive Bidding
Vacuum Sweeper
Staff recommends Marco Equipment Company, a local dealer of Tymco equipment, to furnish and deliver two CNG vacuum sweepers and chassis as an exception to competitive bidding per Santa Monica Municipal Code Section 2.24.250 (c).

On November 7, 2019, Houston-Galveston Area Council (H-GACBuy), a government agency that establishes nationally leveraged and competitively solicited purchasing contracts for education, government, and nonprofits, issued a Request for Proposals (RFP) for purpose-built and commercial cabchassis mounted street sweeper body designs, airport sweeper bodies, and smaller riding and walkbehind styles. Under the terms of the RFP and the resulting H-GACBuy agreement with Tymco (Agreement #SW04-20 established on April 1, 2020), similarly nationally leveraged purchasing discounts are also available to other government agencies. The vacuum sweepers are offered at a discount of 6% off the list price. Tymco will also offer a $125,000 trade-in credit per vacuum sweeper ($250,000 for two).

This $125,000 trade-in credit per sweeper is a better alternative given that it is above the average auction price of $86,395 the City has received for vacuum sweepers of its kind in the past.

Side Loader
Staff recommends Arata Equipment, a distributer of Labrie and Crane Carrier equipment, to furnish and deliver three side loaders as an exception to competitive bidding under Santa Monica Municipal Code Section 2.24.250 (c).

On August 1, 2020, Sourcewell issued an RFP for Class 6, 7, and 8 Chassis with Related Equipment,

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Accessories, and Services. Under the terms of the RFP and the resulting Sourcewell Agreement with Crane Carrier Company (Agreement #060920-CRN established on August 1, 2020), similarly nationally leveraged purchasing discounts are also available to other government agencies. The chassis is offered at an additional 10% reduced rate through preferred customer discount pricing.

On November 15, 2019, Sourcewell issued an RFP for mobile refuse collection bodies. Under the terms of the RFP and the resulting Sourcewell Agreement with Labrie Enviroquip (Agreement #060920-ATC established on November 15, 2019), similarly nationally leveraged purchasing discounts are also available to other government agencies. The body is offered at an additional 51% reduced rate through preferred customer discount pricing.

Bin Truck
Staff recommends National Auto Fleet Group, a distributer of Ford trucks, vehicle upfitting, chassis upfitting equipment, to furnish and deliver two front loaders as an exception to competitive bidding under Santa Monica Municipal Code Section 2.24.250 (c). This exception applies here because: “[c]ompetitive procedures were followed by a governmental agency, federal, state, county, city, joint powers agency, special district, or cooperative purchasing agency and the goods or services are supplied to the City at the same or better price.”
On November 8, 2021, Sourcewell issued an RFP for Cars, Trucks, Vans, SUVs, Cab Chassis, & Other Vehicles. Under the terms of the RFP and the resulting Sourcewell Agreement with National Auto Fleet Group (Agreement #091521-NAF established on November 8, 2021), similarly nationally leveraged purchasing discounts are also available to other government agencies.

Front Loader
Staff recommends Velocity Truck Centers, a distributer of Crane Carrier Company and Amrep equipment, to furnish and deliver two front loaders as an exception to competitive bidding under Santa Monica Municipal Code Section 2.24.250 (c).

On August 1, 2020, Sourcewell issued an RFP for Class 6, 7, and 8 Chassis with Related Equipment, Accessories, and Services. Under the terms of the RFP and the resulting Sourcewell Agreement with Crane Carrier Company (Agreement #060920-CRN established on August 1, 2020), similarly nationally leveraged purchasing discounts are also available to other government agencies. The chassis is offered at an additional 10% reduced rate through preferred customer discount pricing.

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Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the Vehicle Replacement Fund to award a purchase order with Tymco for purchase and delivery of two sweepers; a purchase order with Arata Equipment Company for purchase and delivery of three side loaders; a purchase order with National Auto Fleet Group for purchase and delivery of two bin trucks; and a purchase order with Velocity Truck Centers for purchase and delivery of two front loaders.

Purchase Order Request
FY 2021-22 Budget
Request Amount
Vendor CIP Account # Total Purchase
Order Amount
$615,859 Tymco Equipment Company C7000010.689000.90535 $615,859 $1,592,754 Arata Equipment Company C7000010.689000.90535 $1,592,754 $155,918 National Auto Fleet Group C7000010.689000.90535 $155,918 $819,300 Velocity Truck Center C7000010.689000.90535 $819,300 Total $3,183,832
Prepared By: Doris Mejia, Senior Administrative Analyst Approved Forwarded to Council
Attachments:

A. Tymco - Oaks Initiative
B. Arata - Oaks Initiative
C. Velocity - Oaks Initiative
D. National Auto Fleet Group - Oaks Initiative

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II\ ·I "-••·· ..... ,., .. CITY OF SANT A MONICA

OAKS INITIATIVE DISCLOSURE FORM
In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a "public benefit." If the "public benefit" is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity.

Public benefits include:

1. Personal services contracts in excess of $25,000 over any 12-month period;

2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12- month period;

3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period;

4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12-month period;

5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000;

6. Tax "abatement, exception, or benefit" of a value in excess of $5,000 in any 12- month period; or

7. Payment of "cash or specie" of a net value to the recipient of $10,000 in any 12- month period.

Name(s) of persons or entities receiving public benefit:

TYMCO, Inc.

Name(s) of trustees, directors, partners, and officers:

Kenneth J. Young, Gary B. Young, Brent Kimbrough
Name(s) of persons with more than a 10% equity, participation, or revenue interest:

Kenneth J. Young and Gary B. Young
Prepared by: Brent Kimbrough
Signature: ~ ~ ----
Email: [email protected]
FOR CITY USE ONLY:

Bid/PO/Contract # _________ _
Title: Chief Financial Officer
Date: 0112512022
Phone: 254-799-5546
Permit# _ _ ______ _

3.B.a
Packet Pg. 145 Attachment: Tymco - Oaks Initiative (4736 : Replacement Vehicles for RRR)

3.B.b
Packet Pg. 146 Attachment: Arata - Oaks Initiative (4736 : Replacement Vehicles for RRR)

3.B.b
Packet Pg. 147 Attachment: Arata - Oaks Initiative (4736 : Replacement Vehicles for RRR)

3.B.c
Packet Pg. 148 Attachment: Velocity - Oaks Initiative [Revision 2] (4736 : Replacement Vehicles for RRR)

3.B.d
Packet Pg. 149 Attachment: National Auto Fleet Group - Oaks Initiative (4736 : Replacement Vehicles for RRR)

3.B.d
Packet Pg. 150 Attachment: National Auto Fleet Group - Oaks Initiative (4736 : Replacement Vehicles for RRR) City Council
Report
City Council Meeting: April 12, 2022
Agenda Item: 3.C
1 of 6
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Water Resources Subject: Award Request for Proposal and Enter Into Agreement with MentorAPM, LLC for an Enterprise Asset Management System
Recommended Action
Staff recommends that the City Council:

1. Award RFP# 2021-REQ-00090 to MentorAPM, LLC for an enterprise asset management system (EAMS) for the Public Works Department;

Summary
The City of Santa Monica’s Water Resources Division provides high-quality drinking water and wastewater collection services to over 93,000 residents and 2,700 commercial/institutional customers and relies on operation and field data to inform decision making, manage day-to-day operations, optimize service delivery, and improve customer engagement. Having a modern and robust Enterprise Asset Management System (EAMS) would improve management of operational data, implement proactive maintenance practices to reduce unplanned outages, and increase business process efficiency to reduce expenditures. The new EAMS would replace the Water Resources Division’s existing Computerized Maintenance Management System (CMMS) that is used to track water and wastewater operation field data. The CMMS is over 20 years old and is not capable of supporting the $200+ million advanced water/wastewater infrastructure (e.g., Sustainable Water Infrastructure Project, Olympic Advanced Water Treatment Facility, and expanded Arcadia Water Treatment Plant) that is being

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constructed. Staff recommends executing a contract with MentorAPM, LLC to implement a modern EAMS solution.

Background
It is customary for water and wastewater utilities to use and maintain an EAMS to manage large quantities of valuable operational equipment, or assets, and operational data to support day-to-day operations (e.g., water production, treatment, and distribution) as well as inform business decisions for the utility (e.g., establishing annual operating budgets and capital improvement programs). The existing CMMS system has been in place for over 20 years and is not adequate to support the major water/wastewater infrastructure projects that are currently being constructed. Key benefits of a modern and robust EAMS include:
• Predicting failure scenarios over time by analyzing asset trends and anomalies, identifying points for operations and maintenance staff to direct their attention to perform proactive preventive maintenance, rather than reactive maintenance, that would minimize unplanned service outages.
• Tracking maintenance schedules and intervals to ensure sufficient staffing levels and materials are maintained to improve operational reliability and quality-ofservice delivery. • Ensuring faulty equipment under warranty is addressed in a timely manner with the manufacturer.
• Organizing assets by type, age, location, and other characteristics specific to the utility that would assist operators in troubleshooting unforeseen outages by investigating all associated assets to the problem or identify other impacted areas from a single failure point.
• Displaying assets using mapping and diagrams (e.g., links to the City’s Geographic Information System) for ease of locating the asset by field staff to reduce response time.

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• Providing direct linkage of staff work orders to digital asset records to automatically update field data and details on work performed as assets are serviced or replaced.
• Increasing operational and business process efficiency using historical data (e.g., maintenance frequency of equipment, replacement schedule of equipment, labor hours to perform the work, etc.) to enhance operating budgets and capital improvement program planning through a proactive management approach to save money.

Discussion
The Water Resources Division currently uses Infor’s Hansen 8 CMMS to track locations of its water distribution and wastewater collection system assets, but many data fields such as warranty, maintenance history, asset health, equipment replacement history, and more are unable to be tracked by the outdated software system. For example, water distribution pumps and treatment process equipment at the Arcadia Water Treatment Plant are currently not supported by the existing software. Furthermore, the user interface of the existing software is obsolete and inefficient for supervisory and field service staff to use while in the field.

Staff is seeking to procure and implement a modern EAMS that would best support current operations, facilitate proactive management of its water distribution and wastewater collection assets (pipes, valves, hydrants, etc.), and enable the addition of treatment process assets such as the Arcadia Water Treatment Plant and the Sustainable Water Infrastructure Project (i.e., pumps, filtration systems, storage tanks, drives, process instruments, and electrical equipment) that are under construction.

The current EAMS system, Hansen 8, would run concurrently until February 2023, when it is expected that Mentor APM’s EAMS system would be fully commissioned. After implementation costs, the annual software maintenance cost would increase from $76,731 with Hansen 8 to an average of $89,000 annually over the initial five years of the contract.

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FY 2021-22’s total cost would include approximately 36% of the implementation cost ($30,000), the first year’s software maintenance fee ($85,000), workflow development ($13,200), and as-needed programming ($21,800).

Vendor Selection
Bidder Recommendation
Best Bidder MentorAPM, LLC
Evaluation Criteria • Experience and Technical Competence – 20% of total score • Ability to Meet Project Work Plan and Timeliness – 20% of total score
• Quality Control – 10% of total score
• Stability/References – 10% of total score
• Cost of Services, Cost Control – 25% of total score
• Value Add/Breadth of Service – 15% of total score
Municipal Code SMMC 2.24.190
Submittals Received
Vendor Implementation
Cost
Software/Licensing Cost
(5 years)
Additional
Services
Total
(5 Years)
Accrete Consulting
Solutions $218,200 $195,200 $223,060 $636,660
AssetWorks $260,900 $249,000 $258,280 $768,180
MentorAPM1 $82,500 $446,788 $233,712 $763,000
Nobel Systems2 $60,000 $300,000 $115,290 $475,290
Timmons Group $236,475 $265,000 $172,578 $674,053
TruePoint
Solutions $70,800 $650,000 $139,320 $930,120
1Additional services includes $40,000 for an optional Criticality Analysis. 2Bid included cost only for a three-year agreement. Assumed same cost for years 4-5.

Bid Data
Date Posted Posted On Advertise In (City
Charter & SMMC)
Vendors
Downloaded
Date Publicly
Opened
01/21/2022 City’s Online
Bidding Site
Santa Monica
Daily Press
6 02/07/2022
Best Bidder Justification
The proposals were reviewed by a selection panel consisting of staff from the Information Services Department and Public Works Department – Water Resources Division. Evaluations were based on the following selection criteria: experience and technical competence, ability to meet project work plan and

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timeliness, quality control, stability/references, cost of services/cost control, and value added/breadth of service. Based on these criteria, the selection panel unanimously ranked MentorAPM, LLC as the best qualified firm to provide an Enterprise Asset Management System. Cost of services over the 5 year period for the MentorAPM system is just above the average and median of all the bidders. The bidders with lower cost options either did not offer the full range of services needed to support the City’s new water/wastewater infrastructure, do not have experience in the United States, and/or may have compatibility issues with other City software packages. MentorAPM’s system can manage the City’s existing and future water and wastewater assets, which includes two new advanced treatment facilities and upgrades to the Arcadia Water Treatment Plant. The MentorAPM team has vast experience implementing asset management solutions as well as operating and maintaining water and wastewater assets. Local agencies currently using MentorAPM include the Los Angeles County Sanitation Districts, Irvine Ranch Water District, and Rancho California Water District. Their references also provided positive feedback for their product and services.

Financial Impacts and Budget Actions
Staff seeks authority to approve funding from the Water and Wastewater Funds to award an agreement with MentorAPM, LLC for an enterprise asset management system. Funds are available in Water and Wastewater funds in the approved FY 2021- 23 Biennial Budget. Future year funding is contingent on Council budget approval.

Contract Request
FY 2021-22
Budget Request Amount Department/CIP Account # Total Contract Amount $75,000 50500001.529230 $381,500
$75,000 51500001.529230 $381,500
Total: $763,000
Prepared By: Sunny Wang, Water Resources Manager
Approved Forwarded to Council

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Attachments:

A. Oaks Initiative (MentorAPM)
B. Written Comments

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CITY OF SANTA MONICA

OAKS INITIATIVE DISCLOSURE FORM
In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity.

Public benefits include:

1. Personal services contracts in excess of $25,000 over any 12-month period;

2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12- month period;

3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period;

4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12-month period;

5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000;

6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12- month period; or

7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12- month period.

Name(s) of persons or entities receiving public benefit:

Name(s) of trustees, directors, partners, and officers:

Name(s) of persons with more than a 10% equity, participation, or revenue interest:

Prepared by: ____________________________Title: __________________________ Signature: ______________________________________ Date: ________________ Email: ____________________________________ Phone: ____________________ FOR CITY USE ONLY:

Bid/PO/Contract # ____________________________ Permit # ___________________________ 2021-REQ-00090 Tacoma Zach CEO
03/09/2022
[email protected] 480.414.4636
MentorAPM
Tacoma Zach, CEO
John Clow, COO
Tacoma Zach
John Clow

3.C.a
Packet Pg. 157 Attachment: Oaks Initiative (MentorAPM) (4859 : Enterprise Asset Management System (Water)) 1 Vernice Hankins
From: Tricia Crane <[email protected]>
Sent: Monday, April 11, 2022 8:40 PM
To: Sue Himmelrich; Kristin McCowan; Christine Parra; Lana Negrete; Phil Brock; Oscar de la Torre; Gleam Davis; councilmtgitems; David White; Susan Cline; Anuj Gupta Subject: Oppose Agenda Item 3.C - Agreement with Mentor APM, LLC for an Enterprise Asset Management System

EXTERNAL
To: City Council and City Manager
From: Tricia Crane
Re: Oppose Agenda Item 3.C. - Agreement with Mentor APM, LLC - April 12, 2022 Dear City Manager and Members of the City Council,
I am writing this letter to request that the City Manager withdraw support and Council reject the proposal in 3.C until a number of questions are asked and consideration is given to the possible benefit to the City of a different and more holistic approach to asset management.

Staff is requesting approval of an expenditure of $763,000 over a five-year period for an Enterprise Asset Management System for our water systems because they report that: “The CMMS is over 20 years old and is not capable of supporting the $200+ million advanced water/wastewater infrastructure (e.g., Sustainable Water Infrastructure Project, Olympic Advanced Water Treatment Facility, and expanded Arcadia Water Treatment Plant) that is being constructed.

Staff recommends executing a contract with Mentor APM, LLC to implement a modern EAMS solution” for the City’ water systems.

It appears from the Staff report that the only justification presented for this expenditure is that the existing system is 20 years old, and the staff would like a “modern” solution.

Here are some questions we should be asking before we approve this request:

Item 3.C
04/12/22
1 of 2 Item 3.C
04/12/22

3.C.b
Packet Pg. 158 Attachment: Written Comments (4859 : Enterprise Asset Management System (Water)) 2  Have there been incidents where manufacturer recommended preventative maintenance could not be performed because of limitations of the existing software?  Please ask staff to explain why the current software 'is not capable of supporting the $200+ million advanced water/wastewater infrastructure (e.g. Sustainable Water Infrastructure Project, Olympic Advanced Water Treatment Facility, and expanded Arcadia Water Treatment Plant) that is being constructed."
 Why are asset management systems in our city siloed by department?  Is it time to evaluate the benefit of consolidating asset management software for the entire city? (Asset management for fleet vehicles, city buildings, parks, police…) It is my understanding that there exists asset management software that can be used across City departments. Should we not explore this option before committing to this single system for water? Again, based on my understanding, asset management software should be able to provide for the needs of all departments and as a result reduce redundant positions.

Please reject this limited proposal until these questions have been asked and answered.

The benefits of scale from streamlining the whole system and eliminating redundant staff positions could be profound for the City budget.

Sincerely,
Tricia Crane
Item 3.C
04/12/22
2 of 2 Item 3.C
04/12/22

3.C.b
Packet Pg. 159 Attachment: Written Comments (4859 : Enterprise Asset Management System (Water)) City Council
Report
City Council Meeting: April 12, 2022
Agenda Item: 3.D
1 of 5
To: Mayor and City Council
From: David White, City Manager, City Manager's Office
Subject: Approval of Second Modification to Agreement 10813 (CCS) with The Superlative Group, Inc. for Evaluation and Analysis of Proposals Received in Response to RFP #300 Digital Wayfinding and Out-of-Home Advertising Kiosk Program
Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and execute a second modification to agreement #10813 (CCS) in the amount of $55,000 (including 10% contingency) with The Superlative Group, Inc. to provide consultation services for the Digital Wayfinding and Out-of-Home Advertising Program. This would result in an eight-year reinstated and amended agreement with a new total amount not to exceed $846,734, with future year funding contingent on Council budget approval.

Summary
In January of 2021, as part of the City’s mid-year budget update, staff presented the results of a valuation study that identified viable opportunities to expand public-private partnerships for the City. Following that presentation, City Council directed staff to issue a Request for Proposals (RFP) to launch a Digital Wayfinding and Out-of-Home Advertising Program and return with a recommendation to award a franchise agreement. RFP #300 was open from December 1, 2021 to January 21, 2022 and six proposals were received.

Due to the extended term of the franchise agreement (20 – 30 years), the complex and highly technical nature of the proposals received, the advanced technology required to implement the program, and to ensure the City receives fair value, staff recommends

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reinstating the agreement with The Superlative Group (Superlative) in the amount of $55,000 to provide the following services:
• Complete a comprehensive review of the proposals received by the City; • Compare valuations and rates of success by the proposers for similar project arrangements in comparable markets;
• Evaluate each proposal’s overall financial benefit to the City for the term of the franchise agreement;
• Analyze the proposed equipment and technology to be used by each proposer; • Compare the proposed timelines for project implementation included in each proposal to the realistic timelines needed for project implementation; and • Provide guidance to the City, as needed, throughout negotiations with proposers.

Discussion
Since 2015, the City has contracted with Superlative to value, procure, and manage sponsorships for the Breeze Bike Share system and conduct a valuation study of other viable assets (i.e., naming rights and sponsorship opportunities for City-owned facilities, public spaces, and category partnerships). In February 2020, the Budget Task Force recommended developing a public-private partnership program, a need which was later underscored by the COVID-19 pandemic and resulting stay-at-home orders that dramatically impacted the City’s revenue streams.

On June 9, 2020, Council directed staff to work with Superlative to complete a valuation study to look at all viable public-private partnership opportunities, including a digital wayfinding and out-of-home advertising program. To complete this work, Superlative conducted site visits, information gathering, quantitative and qualitative valuation analyses, development of an asset database, policy and contract analysis, and industry benchmarking.

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With the mid-year budget update on January 26, 2021, staff returned to Council with the results of the valuation study and Council approved moving forward with an RFP process to identify a franchise partner to implement a Digital Wayfinding and Out-ofHome Advertising Program. The RFP’s scope of work includes implementation of digital wayfinding kiosks that would provide interactive information to residents and visitors, as well as enhance public safety via emergency capabilities. Kiosks could include a variety of public benefits and smart technologies such as:
• Wayfinding information;
• Public service announcements;
• Economic development information related to local businesses and attractions; • Public safety alerts and emergency phone capabilities; • Public wireless internet;
• Connection to the City’s 3-1-1 customer service portal; • Real-time transportation options and arrival/departure data; • Pedestrian and vehicle counts;
• Multilingual display; and
• Minimum advertising space allocated to the City to promote community programs and services.

The program would be structured as a franchise agreement that would require no direct costs incurred or investment made by the City, with the franchisee required to deploy, operate, and maintain the kiosks. Compensation for the City and the franchisee would be realized through a percentage of advertising revenues.

Staff recommends reinstating the agreement with Superlative to support the City in securing the most profitable franchise agreement with the best qualified franchise partner for the program. Staff would subsequently return to Council in Summer/Fall

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2022 with a recommendation to award the Digital Wayfinding and Out-of-Home Advertising Program RFP to the best bidder, as determined with the assistance of Superlative’s analyses.

Past Council Actions
Meeting Date Description
01/26/2021
(Attachment A)
Council directed staff to move forward with an RFP process to identify a franchise partner to implement a Digital Wayfinding and Out-of-Home Advertising Program.
06/09/2020
(Attachment B)
Council directed staff to work with Superlative to complete a valuation study to look at all viable public-private partnership opportunities including sponsorships, naming rights, and digital wayfinding and out-of-home advertising.
03/05/2019
(Attachment C)
Council authorized a first modification to agreement #10813 (CCS) with The Superlative Group, Inc.

Financial Impacts
Staff seeks authority to increase the amount of the agreement with The Superlative Group to provide proposal evaluation and analysis services for the Digital Wayfinding and Out-of-Home Advertising Program. Funds are available in existing departmental budgets. Per the valuation completed by Superlative in 2021, it was estimated that the City could potentially generate a minimum of $2 million per year in annual revenues once the program is implemented, and potentially more. Additional information on the expected revenues and timing of such revenues would be presented at the time when staff return to Council for award of a franchise agreement.

Agreement Modification Request
Agreement #
Current
Authorized
Amount
FY 2021-22 Budget
Modified Request
Amount
Department Account # Total Revised
Contract Amount
10813 (CCS) $791,734 $0 01700003.537080 $791,734
10813 (CCS) $0 $27,500 01200009.552010 $ 27,500
10813 (CCS) $0 $27,500 01300005.552010 $ 27,500
Total: $846,734

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Prepared By: Melissa Spagnuolo, Acting Community Partnerships Administrator Approved Forwarded to Council
Attachments:

A. January 26, 2021 Staff Report (Web Link)
B. June 9, 2020 Staff Report (Web Link)
C. March 5, 2019 Staff Report (Web Link)
D. Oaks Initiative Form
E. Contract 10813 - The Superlative Group
F. First Modification - Contract 10813 - The Superlative Group

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3.D.d
Packet Pg. 165 Attachment: Oaks Initiative Form (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) - 1 -
Contract No. 10813 (CCS), Formerly CT# 2999

AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT
This Amended and Restated Professional Services Agreement (“Amended and Restated Agreement”), entered into as of _______________ (“Execution Date”), by and between the City of Santa Monica (“City”) and The Superlative Group, Inc. (“SUPERLATIVE”), is made with reference to the following:

RECITALS:

A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. SUPERLATIVE is qualified to do business, and is doing business, in the State of California. SUPERLATIVE represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Amended and Restated Agreement.

C. On April 9, 2015, the City and SUPERLATIVE entered into an agreement for SUPERLATIVE to provide professional services to the City in connection with procuring sponsors for the City’s bikeshare system (“Original Agreement”) and the Original Agreement expired on June 30, 2018.

D. Pursuant to the terms and conditions of the Original Agreement, SUPERLATIVE procured Hulu as the sponsor for the City’s bikeshare system and orchestrated the execution of a five-year sponsorship agreement between the City and Hulu.

E. On March 5, 2019, the City Council of the City of Santa Monica authorized the City Manager to execute an agreement extending the terms and conditions of the Original Agreement at least two years with an option to extend an additional three years NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

TERMS AND CONDITIONS

1. Term. This Amended and Restated Agreement begins on the Execution Date and terminates on November 12, 2020, unless sooner terminated in accordance with Section 14.

1.1 Option to Extend. The City, in its sole and absolute discretion, shall have the option to extend this Agreement for up to one (1) additional three (3)-year period (“Extension Term”) under the same terms and conditions. The City Manager may exercise the City’s option by letter to SUPERLATIVE no later than thirty (30) days prior to the end of the Term.

DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167 6/25/2019

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2. SUPERLATIVE Services. SUPERLATIVE will perform all of the services (“Services”) described in Exhibit A, Scope of Services. SUPERLATIVE will complete the Services in accordance with Exhibit B, Budget.

3. City Services. The City agrees to:

3.1 Make available to SUPERLATIVE any currently existing documents, data or information required for the performance of the Services.

3.2 Designate a representative authorized to act on behalf of City.

3.3 Promptly examine and render findings on all documents submitted for staff review by SUPERLATIVE.

4. Compensation. This contract is solely commission-based. The amount of the commission paid to SUPERLATIVE shall be determined in accordance with Exhibit B. The City will compensate SUPERLATIVE based upon SUPERLATIVE's successful procurement of bikeshare sponsors accepted by the City in its sole and absolute discretion; provided, however, that the minimum level of sponsorship procured by SUPERLATIVE shall be no less than $250,000 net to the City per year, commencing from the date of system launch unless the City, at its sole and absolute discretion, agrees to accept a sponsorship offer for a lesser amount. SUPERLATIVE understands and acknowledges that SUPERLATIVE is not owed any remaining compensation from City under the Original Agreement and hereby releases City from any claims thereto. SUPERLATIVE further acknowledges and understands that and any and all compensation under this Amended and Restated Agreement shall be determined in accordance with Exhibit B.

5. Invoices. SUPERLATIVE will invoice the City for any commission earned by SUPERLATIVE in accordance with Exhibit B, herein, and the City will pay any undisputed amount within 30 days of receipt of such invoice.

6. Notices. All notices, demands, requests or approvals to be given under this Amended and Restated Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:

6.1 All notices, demands, requests or approvals to the City:

Mobility Division
City of Santa Monica
1685 Main St., Santa Monica, California 90401
Attention: Kyle Kozar, Bike Share Coordinator
Re: Bikeshare Sponsorship Contract
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167

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Packet Pg. 167 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) - 3 -
with a copy to:

Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Bikeshare Sponsorship Contract

6.2 All notices, demands, requests or approvals to SUPERLATIVE:

The Superlative Group, Inc.
26600 Detroit Road, Suite 250
Cleveland, Ohio 44145
Attention: Kyle D. Canter
Re: Bikeshare Sponsorship Contract

7. Independent Parties. Both parties to this Amended and Restated Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another. Neither the City nor its officers or employees will have any control over the conduct of SUPERLATIVE or any of SUPERLATIVE’s agents, employees, or subconsultants, except as otherwise provided in this Amended and Restated Agreement.

8. Integrated Contract. This Amended and Restated Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Amended and Restated Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Amended and Restated Agreement may be modified only by written agreement signed by City and SUPERLATIVE, and approved as to form by the City Attorney.

9. Insurance. Prior to commencing work, SUPERLATIVE must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by SUPERLATIVE or SUPERLATIVE’s agents, representatives, employees or subconsultants for the duration of this Amended and Restated Agreement. SUPERLATIVE must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.

10. Defense and Indemnification.

10.1 Indemnification. As to SUPERLATIVE’s Services produced under this Amended and Restated Agreement, SUPERLATIVE agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, “City”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167

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attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the acts, errors and/or omissions of SUPERLATIVE, or SUPERLATIVE’s employees, agents, officers, and subconsultants. SUPERLATIVE’s responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of SUPERLATIVE, its employees, agents or officers, or subconsultants; provided, however, that SUPERLATIVE’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding SUPERLATIVE’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from SUPERLATIVE, if City chooses to do so.

10.2 Enforcement Costs. SUPERLATIVE agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.

11. Prohibition Against Transfers.

11.1 SUPERLATIVE may not assign, hypothecate, or transfer this Amended and Restated Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.

11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of SUPERLATIVE or of any general partner or joint venturer or syndicate member of SUPERLATIVE, if a partnership or joint venture or syndicate exists, which results in changing the control of SUPERLATIVE, will be construed as an assignment of this Amended and Restated Agreement. Control means 50% or more of the voting power of the corporation.

12. Permits and Licenses. SUPERLATIVE, at its sole expense, must obtain and maintain during the term of this Amended and Restated Agreement all required business and professional permits, licenses and certificates.

13. Waiver. A waiver of any breach of this Amended and Restated Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Amended and Restated Agreement.

DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167

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14. Default and Termination.

14.1 If SUPERLATIVE fails or refuses to perform any of the provisions of this Amended and Restated Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Amended and Restated Agreement by written notice to SUPERLATIVE.

14.2 The City has the option, at its sole discretion and without cause, of terminating this Amended and Restated Agreement by giving ten days’ written notice to SUPERLATIVE. Upon termination of this Amended and Restated Agreement, City will pay SUPERLATIVE any compensation earned and unpaid up to the effective date of termination.

15. Compliance with Law. SUPERLATIVE must comply with all laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City.

16. Discrimination. SUPERLATIVE may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.

17. Nuisance. SUPERLATIVE may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Amended and Restated Agreement.

18. Records.

18.1 SUPERLATIVE must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. SUPERLATIVE must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.

18.2 SUPERLATIVE must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. SUPERLATIVE must clearly identify all records and make them readily accessible to the City. At the City’s request, SUPERLATIVE must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.

18.3 SUPERLATIVE must allow the City to have free access to SUPERLATIVE’s books and records and to inspect all work, data, documents, proceedings and activities related to this Amended and Restated Agreement. The City has the right to examine or audit SUPERLATIVE’s records, and SUPERLATIVE agrees to cooperate with any examination or audit of its records. If a City audit DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167

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Packet Pg. 170 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) - 6 -
discloses an error of 5% or more in information reported by SUPERLATIVE, SUPERLATIVE agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.

19. Work Product; Reports.

19.1 Any work product prepared or caused to be prepared by SUPERLATIVE or any subconsultant for this Amended and Restated Agreement will be the exclusive property of City. No work product given to or prepared by SUPERLATIVE or any subconsultant pursuant to this Amended and Restated Agreement may be made available to any individual or organization by SUPERLATIVE without prior written approval by City.

19.2 At the City’s request, SUPERLATIVE must furnish reports concerning the status of the Services.

20. Standard of Care. SUPERLATIVE agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of SUPERLATIVE’s profession currently practicing in the same locality under similar conditions.

21. Subconsultants.

21.1 If SUPERLATIVE proposes to have any subconsultant perform any part of the Services, SUPERLATIVE must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request.

21.2 SUPERLATIVE will be responsible for the quality of any subconsultant’s work.

Every subcontract or agreement of any kind entered into between SUPERLATIVE and any subconsultant (or between any subconsultant and others) must contain the following provision:

This agreement is consistent with all terms and conditions of the Amended and Restated Agreement No. 10813 (CCS)
entered into between the City of Santa Monica and
SUPERLATIVE on _____________.

22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Amended and Restated Agreement.

23. Venue and Jurisdiction. The City and SUPERLATIVE agree that the Services will take place in Los Angeles County. Any litigation arising out of this Amended and Restated Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167 6/25/2019

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Packet Pg. 171 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) - 7 -
Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Amended and Restated Agreement.

24. Survival of Provisions and Obligations. Any provision of this Amended and Restated Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Amended and Restated Agreement.

25. Exhibits. The following exhibits are incorporated by reference into this Amended and Restated Agreement as though fully set forth herein.

Exhibit A Scope of Services
Exhibit B Budget
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Amended and Restated Agreement to be executed the day and year first above written.

ATTEST:
______________________________

DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________

LANE DILG
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________

RICK COLE
City Manager
THE SUPERLATIVE GROUP, INC.

By: ________________________________

KYLE CANTER
Chief Operating Officer
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167 6/18/2019
6/18/2019
6/27/2019 6/25/2019

3.D.e
Packet Pg. 172 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) Exhibit A
Scope of Services
Summary of Purpose:

This agreement is made for the procurement of major sponsors for Santa Monica’s Bikeshare system, offering company identification (names and/or logos) on specific locations on the bicycles. No identification on stationary elements of the bikeshare system shall be offered or allowed. The Superlative Group shall pursue only the highest two levels of sponsorship as presented in the RFP ($250,000/$500,000). Any other level, either higher or lower, may only be pursued if approved by the City.

Methodology: (Superlative Proposal)
DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167

3.D.e
Packet Pg. 173 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167

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Packet Pg. 174 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167

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Packet Pg. 175 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167

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Packet Pg. 176 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167

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Packet Pg. 177 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) Exhibit B
Rate Schedule
This contract is solely based on commission. Superlative shall not receive any reimbursements or direct payments from the City in connection with the Services. • Superlative’s commission shall be in the amount of 20% of the gross sponsorship proceeds received by City for years four and five of the Hulu agreement. • All artwork and materials are to be provided by the sponsor and placed on the bicycles by the system operator. The cost of artwork and materials shall not be counted as part of total sponsorship income and no commission shall be paid based on such costs.

DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167

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Packet Pg. 178 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) Exhibit C
Insurance Requirements and Verifications
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.

Minimum Scope/Limits of Insurance
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if the Consultant has no owned autos, Code 8 (hired) and Code 9 (nonowned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).

If the Consultant maintains higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.

Other Insurance Provisions

1.The policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status (CGL): The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance at least as broad as Insurance Services Office Form CG 20 10 11 85.
b. Primary Coverage (CGL and Auto): For any claims related to this Agreement, the Consultant’s insurance shall be primary as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167

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Packet Pg. 179 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it.
c. Notice of Cancellation (all policies): Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation (all policies): Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss.

Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower deductible or retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.

Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements or copies of the applicable policy language providing the insurance coverage required herein. All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.

Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach. Alternatively, the City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to the Consultant, the City may deduct from sums due to the Consultant any premium costs advanced by the City for such insurance.

DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167

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Packet Pg. 180 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.

Footnotes
# 1: Workers’ Compensation insurance coverage is not required if the Consultant does not have employees. The Consultant must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.

DocuSign Envelope ID: 27C71300-22BE-4ED9-B460-96D820633167

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Packet Pg. 181 Attachment: Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) 1 FIRST MODIFICATION OF AGREEMENT NO. 10813 (CCS)
This First Modification of Agreement Number 10813 (CCS) (“First Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and The Superlative Group (“SUPERLATIVE”) is made with reference to the following:

RECITALS
A. On or about April 9, 2015, the City and SUPERLATIVE entered into a Professional Services Agreement (formerly CT# 2999) to provide professional services to the City in connection with procuring sponsors for the City’s bikeshare system (“Original Agreement”). The Original Agreement expired on June 30, 2018.

B. On or about June 25, 2019, the City and SUPERLATIVE amended and restated the terms and conditions of the Original Agreement with an Amended and Restated Professional Services Agreement Number 10813 (CCS) (“Amended and Restated Agreement”). The Amended and Restated Agreement extended the Term of the Original Agreement two additional years through November 12, 2020 with an option to extend the Term an additional three years.

C. On June 24, 2020, the City Council of the City of Santa Monica authorized the City Manager to negotiate and execute a first modification to the Amended and Restated Agreement in the amount $75,000 for conducting a valuation of viable advertising, naming rights, and sponsorship opportunities relating to the City’s assets.

D. The City and SUPERLATIVE desire to modify the Amended and Restated Agreement to include additional services to be performed by SUPERLATIVE and to increase the contract price to pay for those additional services.

TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Amended and Restated Agreement as follows:

1. Section 2 of the Amended and Restated Agreement entitled “SUPERLATIVE Services” shall be modified by adding the following paragraph:

Additional Services. SUPERLATIVE will perform all of the additional services described in Exhibit A-1, Scope of Services (“Additional Services”). SUPERLATIVE will complete the Additional Services in accordance with Exhibit B-1, Budget.

2. Section 4 of the Amended and Restated Agreement entitled “Compensation” shall be modified by adding the following paragraph:

Compensation. The City will compensate SUPERLATIVE for the Additional Services in an amount not to exceed $75,000, as set forth in Exhibit B-1 (“Additional Services Compensation”). The total contract DocuSign Envelope ID: 235C0FA0-BCD7-4636-85B0-30C4AC644DDD 7/15/2020

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Packet Pg. 182 Attachment: First Modification - Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) 2 price for services pursuant to the Amended and Restated Agreement and this First Modification shall not exceed $791,734.

3. Exhibit A-1 and Exhibit B-1 are attached hereto and incorporated herein by this reference.

4. Section 6.2 of the Amended and Restated Agreement, a subsection of Section 6 entitled “Notice”, shall be modified by replacing the currently existing paragraph with the following paragraph:

All notices, demands, requests or approvals to Superlative:

The Superlative Group, Inc.
2843 Franklin Blvd.

Cleveland, Ohio 44113
Attention: Kyle D. Canter
Except as expressly modified by this First Modification, all other terms and conditions of the Amended and Restated Agreement shall be and remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this First Modification as of the date and year first written above.

ATTEST:
______________________________

DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________

LANE DILG
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________

RICK COLE
City Manager
SUPERLATIVE Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 235C0FA0-BCD7-4636-85B0-30C4AC644DDD 7/15/2020
Interim City Attorney
George Cardona
The Superlative Group, Inc.

Kyle Canter, COO
7/15/2020
Kyle Canter
Interim City Manager
7/15/2020
Lane Dilg
City Clerk
7/15/2020
Denise Anderson-Warren

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Packet Pg. 183 Attachment: First Modification - Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) 3 DocuSign Envelope ID: 235C0FA0-BCD7-4636-85B0-30C4AC644DDD

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Packet Pg. 184 Attachment: First Modification - Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) 4 Exhibit A-1
Scope of Services
The Superlative Group will identify and value assets that the City of Santa Monica has available to generate revenue through advertising, naming rights, and sponsorship opportunities. Superlative will develop a comprehensive asset database and valuation, and final deliverables will be completed in under four months. However, the completion of the final deliverables shall not be unreasonable conditioned or delayed by the City. Services will include but are not limited to:

1. Site Visits: Superlative valuation team will meet with City staff to view assets being valued and to initiate the asset research process.

2. Information Gathering: Superlative will coordinate with City staff to collect relevant documentation such as strategic plans, design briefs, and project renderings.

3. Development of Asset Database: Superlative will compile list of the City’s assets and asset packages and determine their quantitative value based on local, regional, and national media rates and qualitative value based on other relevant information.

4. Contract and Policy Analysis: Superlative will review the City’s existing policies and partnership agreements to identify potential challenges and limitations that could impact revenue generation. Superlative will also make recommendations on policy changes for the City.

5. Industry Benchmarking: Superlative will identify target corporate partners and comparable corporate partnership contracts relevant to the City’s opportunities.

6. Valuation Report: Superlative will present its findings through a final report presented to City staff. For avoidance of doubt, the valuation report, including any drafts and all information and data collected in preparing the report, shall be considered work product owned by the City under section 19 of the Amended and Restated Agreement.

DocuSign Envelope ID: 235C0FA0-BCD7-4636-85B0-30C4AC644DDD

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Packet Pg. 185 Attachment: First Modification - Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) 5 Exhibit B-1
Budget
A flat rate project fee (inclusive of all expenses incurred) for asset database development and valuation: $75,000.

Payment schedule: The Additional Services Compensation shall be paid in two installments: (i) the first installment of Twenty-Five Thousand USD ($25,000), which equals

33.3% of the Additional Services Compensation, shall be paid upon delivery by Superlative of the Information Request relating to the City’s assets; and (ii) the second installment of Fifty Thousand USD ($50,000), which equals the remaining 66.7% of the Additional Services Compensation, shall be paid upon delivery by Superlative of the final draft of the valuation report in relation to the City’s assets.

The total amount of Additional Services Compensation shall not exceed Seventy-Five Thousand Dollars ($75,000).

City’s obligation to pay the Additional Services Compensation to Superlative shall survive the termination or expiration of the Amended and Restated Agreement, in the event that such payments have not been paid upon the termination or expiration of the Amended and Restated Agreement.

DocuSign Envelope ID: 235C0FA0-BCD7-4636-85B0-30C4AC644DDD

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Packet Pg. 186 Attachment: First Modification - Contract 10813 - The Superlative Group (4877 : 2nd Mod Superlative Agreement for OOH Wayfinding Program) City Council
Report
City Council Meeting: April 12, 2022
Agenda Item: 3.E
1 of 3
To: Mayor and City Council
From: Andy Agle, Director, Community Services Department, Community Recreation
Subject: Approval of Modification to Agreement with The Active Network Inc. for Recreation Management Software System
Recommended Action
Staff recommends that Council authorize the City Manager to negotiate and execute a fourth modification to agreement #10517 (CSD) in the amount of $100,000 with the Active Network Inc. to provide a cloud-based, hosted, recreation-management software system for the Community Services Department. The proposed modification would result in a 12-year amended agreement with a new total amount not to exceed $538,825, with future-year funding contingent on Council budget approval.

Summary
The Community Services Department (CSD) offers a dynamic array of social, cultural, recreational, and educational programming. The ActiveNet software system is used for class registration, facility reservations, membership tracking, point-of-sale transactions, and performance reporting. The current agreement with ActiveNet expired on June 30, 2021. City staff recommends reinstatement and fourth modification of the original agreement to increase the contract amount and extend the contract term while the City engages in a competitive process to identify a future software solution.

Discussion
ActiveNet offers a cloud-based platform used by community members to search and register for activities such as youth swim lessons, fitness memberships, adult sport leagues, and after-school programming. Staff use the system to reserve park meeting rooms, tennis courts, and BBQ areas for users.

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In 2011, the City contracted to use the ActiveNet platform to manage memberships at the newly opened Bike Center. In 2012, a multi-departmental team conducted a comprehensive needs assessment and selection process, evaluating systems available from a variety of vendors. ActiveNet was selected as the best solution, at the best price.

In November 2012, the original contract was amended to add full functionality for Community Services Department staff to deploy ActiveNet. The system has been used since that time and ActiveNet continues to improve system functionality to better serve and connect users to the activities they are searching for, using any device.

An RFP process initiated in early 2020 was paused due to the COVID-19 pandemic.

Staff are currently working to coordinate the funding and staff capacity needed to advance a competitive selection process. A two-year extension to the contract term would allow time to fully assess funding availably and staff resources required to implement a new system. However, full implementation of a new system would likely take longer than two years to complete.

In the interim, staff recommends reinstating and extending the existing agreement with ActiveNet for one year, with the option to extend for an additional year, and increasing the contract amount by $100,000. The current annual cost of $50,000 would not change. The same terms and conditions as the original agreement would continue, thus no interruption of service.

Past Council Actions
Meeting Date Description
02-11-2020
Attachment A
Modification of Agreement #10517 to extend use of software through June 30, 2020.
11-13-2012
Attachment B
Authorization to enter into agreement with The Active Network Inc.

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Financial Impacts and Budget Actions
Staff seeks authority to approve funding from the General Fund to increase the amount of the agreement with The Active Network Inc. Future-year funding is contingent upon Council budget approval and budget adoption.

Contract Modification Request – Agreement #10517
Contract Modification Request
Agreement #
Current
Authorized
Amount
FY 2022-23 Budget
Modified Request
Amount
Future Year
Modified Request
Amount
Dept/CIP Account #
Total Revised
Contract
Amount
10517 $438,825 $50,000 $50,000 01400015.529230 $538,825 Prepared By: Sam Fandrich, Principal Administrative Analyst Approved Forwarded to Council
Attachments:

A. Modification of Agreement #10517 to extend use of software through June 30, 2020 (Web Link)
B. Original Authorization to enter into agreement with The Active Network Inc. (Web Link)
C. Original ActiveNet Agreement
D. 1st Modification
E. 2nd Modification
F. 3rd Modification
G. City of Santa Monica - Oaks Initiative Notice - 032522

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Packet Pg. 223 Attachment: 1st Modification (4913 : ActiveNet Contract Renewal)

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Packet Pg. 261 Attachment: 1st Modification (4913 : ActiveNet Contract Renewal) Contract No. ____ (CCS)
(formerly Contract No. ___ )

SECOND AMENDMENT TO PRODUCTS AND SERVICES AGREEMENT
This Second Amendment to the Products and Services Agreement ("Second Amendment"), entered into as of thi�l�: day of December, 2017 ("Effective Date"), by and between City of Santa Monica ("City") and Active Network, Inc. (predecessor in interest to Active Network, LLC) ("Active") is made with reference to the following:

RECITALS:

A. On August 1, 2011, City and Active entered into a Products and Services Agreement ("Original Agreement") for a hosted subscription of the ActiveNet software system and related support and maintenance services ("Hosted System") for use by the City in connection with the Santa Monica Bike Center.

B. On December 20, 2012, City and Active entered into Amendment No. 1 to the Products and Services Agreement ("First Amendment") to include additional modules in the Hosted System for a state-of-the-art, web-based, hosted, recreation management software system for the City's Community and Cultural Services Department. Pursuant to said First Amendment, the Hosted System was expanded to provide activity registration, facility rental, and membership modules, as well as data collection and reporting capabilities to the City's Community and Cultural Services Department.

C. Pursuant to this Second Amendment, City and Active seek to continue the annual subscription for the Hosted System on the terms and conditions set forth herein.

NOW THEREFORE in consideration of the mutual covenants, recitals and promises contained in this Second Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Party, the Parties hereto hereby agree as follows:

TERMS AND CONDITIONS,

1. Term. The annual subscription for the Hosted System shall be renewed by the City for one year, with two (2) options to extend for additional fiscal years.

Accordingly, Sections 18 and 25 of the General Terms of the Original Agreement entitled "Term for Hosted Software" and "Term for Support and Maintenance" shall be modified to include the following:
1 3.E.e
Packet Pg. 262 Attachment: 2nd Modification (4913 : ActiveNet Contract Renewal) Fiscal Years 2018-19 and 2019-20, subject to budgetary
appropriation by the City Council. Any further renewal
of the Hosted System beyond Fiscal Year 2019-20 shall
require the City Council authorization.

2. Subscription Fee. Section 1 of the First Amendment shall be modified to include the following:

The annual subscription fee for the Hosted System for
Fiscal Year 2017-18 shall be Fifty Thousand Dollars
($50,000) as set forth in the attached Budget attached
hereto as Exhibit A and incorporated herein by
reference. The annual subscription fee for the option
periods of Fiscal Years 2018-19 and 2019-20 shall
remain the same.

3. Insurance. Prior to commencing work, Active must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of services by Active or Active's agents, representatives, employees or subconsultants for the duration of this Agreement.

Active must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit B, Insurance Requirements and Verifications. 2 3.E.e
Packet Pg. 263 Attachment: 2nd Modification (4913 : ActiveNet Contract Renewal)

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Packet Pg. 264 Attachment: 2nd Modification (4913 : ActiveNet Contract Renewal) 1 THIRD AMENDMENT AND RESTATEMENT OF AGREEMENT NO. 10517 This Third Amendment and Restatement of Agreement Number 10517 (CCS) (“Third Amendment”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City” or “Customer”), and Active Network, LLC (“Active”) is made with reference to the following:

RECITALS
A. On August 1, 2011, the City and The Active Network, Inc. (predecessor in interest to Active Network, LLC) entered into a Products & Services Agreement Number 10517 (“Original Agreement”) for a hosted subscription of the ActiveNet software system and related support and maintenance services (“Hosted System”) for use by the City for the Santa Monica Bike Center.

B. On December 20, 2012, the City and Active amended the Original Agreement to include additional modules in the Hosted System for a state-of-the-art and webbased hosted recreation management software system for the City’s Community and Cultural Services Department. This first amendment expanded the Hosted System to provide activity registration, facility rental, membership modules, and data collection and reporting capabilities (“First Amendment”).

C. On August 8, 2017, the City and Active amended the Original Agreement to extend the contract term for up to three additional years (“Second Amendment”).

The Original Agreement, First Amendment, and Second Amendment may be referred to collectively herein as “the Agreement.” D. The City and Active now desire to amend and restate the Agreement to extend the Agreement for one year, with the option to extend for an additional year, add service enhancements for fiscal year 2019-20, and modify the transaction and service charge fees.

TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to amend the Agreement as follows:

1. Sections 18 of the Original Agreement entitled, “Term For Hosted System” shall be deleted in its entirety and replaced with the following paragraph:

18. Term for Hosted System
Active shall provide Customer, and Customer shall purchase from Active, the Hosted Software commencing on the Effective Date of this Agreement and remaining in full force until June 30, 2021. The Agreement may be renewed for one additional fiscal year, until June 30, 2022, by mutual written agreement of the Parties. Either party may terminate this Agreement by giving written notice to terminate the DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 9/14/2020

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Packet Pg. 265 Attachment: 3rd Modification (4913 : ActiveNet Contract Renewal) 2 Hosted Software no less than 90 days prior to the end of June 30, 2021 or the end of the renewal term, as applicable. Any further renewal of the Agreement beyond Fiscal Year 2021-2022 will require City Council authorization.

2. Sections 25.1 entitled, “Term” under Section 25 of the Original Agreement entitled “Term For Support and Maintenance” shall be deleted in its entirety and replaced with the following paragraph:

25.1 Term. Active shall provide to Customer and Customer shall purchase from Active, Support and Maintenance for a period commencing on the Support and Maintenance Start Date continuing until either party gives written notice to terminate Support and Maintenance no less than 90 days prior to the end of June 30, 2021 or the end of the renewal term, as applicable. Support and Maintenance may be renewed for one additional fiscal year, until June 30, 2022, by mutual written agreement of the Parties. Any further renewal of the Agreement beyond Fiscal Year 2021-2022 will require City Council authorization.

3. Subsection F of Section 1 of the First Amendment entitled, “Scope of Work and Active Net Quote” shall be amended by adding the following paragraph:

Additional Services. For Fiscal Year 2020-21, ActiveNet will perform all of the additional services described in Exhibit A-3, Scope of Services (“Additional Services”) attached hereto. Customer will compensate ActiveNet for the Additional Services as set forth in Invoice Nos. 11109398 and 1013995 attached to Exhibit B-3, Budget. The total contract price for Services and Additional Services pursuant to the Original Agreement, First Amendment, Second Amendment, Third Amendment, and renewal option shall not exceed Four Hundred Eighty-Three Thousand and Five Hundred Forty dollars ($483,540).

4. Subscription Fee. The “Ongoing Fees” section of the General Terms within Exhibit 1 of the Original Agreement shall be amended by adding the following paragraph:

As set forth in Schedule No. 00116205 attached to Exhibit B-3, Budget, for Fiscal Year 2020-21, the annual subscription fee for the Hosted System shall be Fifty Thousand Dollars ($50,000). The annual subscription fee for the option period of Fiscal Year 2021-22 shall remain the same.

5. Transaction and Service Charge Fees. The “Ongoing Fees” section of the General Terms within Exhibit 1 of the Original Agreement shall be amended by adding the following paragraph:

As set forth in Schedule No. 00116205 attached to Exhibit B-3, Budget, for Fiscal Years 2020-21 and 2021-22, a fee of 2.95% will be applied to all staff DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82

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Packet Pg. 266 Attachment: 3rd Modification (4913 : ActiveNet Contract Renewal) 3 entered transactions using payment processing technology and all payments entered directly by participants through the online interface using payment processing technology on all online payments. An ECP (electronic check payment) processing flat fee 0.45 cents will be applied to each offline ECP payment. The City will pass both the credit card and ECP fees to consumers.

6. Subsection D of Section 1 of the First Amendment shall be deleted in its entirety and replaced with the following paragraphs:

D. Books and Records.
(i) Active must maintain complete and accurate records with respect to Fees and Approved Charges collected for services provided pursuant to this Agreement. Active must keep the records, together with supporting documents, for a period of three years after receipt of final payment. (ii) Active must maintain records in sufficient detail to permit an evaluation of the services provided pursuant to this Agreement and in accordance with generally accepted accounting principles. The City requires records to be maintained in a manner that allows for daily reconciliation of deposits (including the amount of deposits, credit card transactions, registration record) and Active must agree to cooperate with the City for the exchange of information necessary for daily reconciliation and verification of the payments made pursuant to this Agreement.
(iii) Once per calendar year, upon ten (10) days advance written notice and during Active’s normal business hours, Active must allow the City, at its own expense the right to examine or audit Active’s books and records or to employ, at City’s own expense, an independent Certified Public Accountant to do the same, and Active agrees to cooperate with any examination or audit of its records provided that all Active’s books and records remain Confidential Information of Active.

7. Integration with Merchant Service Provider. Should the City elect to process credit card, debit card, electronic check, and other payments through the Hosted System using the City’s chosen merchant services provider, Active agrees that it will work and cooperate with the City in good faith to integrate the Hosted System, to the extent feasible, with the City’s chosen merchant services provider.

8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and Active, and approved as to form by the City Attorney.

DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82

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Packet Pg. 267 Attachment: 3rd Modification (4913 : ActiveNet Contract Renewal) 4 9. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document, binding against each of the Parties. To the maximum extent permitted by law or by any applicable governmental authority, this Amendment may be transmitted by facsimile, electronic mail (including pdf) or other transmission method with the same validity as if it were an ink-signed document and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

10. Exhibits A-3 and B-3 are attached hereto and incorporated by this reference.

11. Except as expressly modified by this Third Amendment, all other terms and conditions of the Agreement shall be and remain in full force and effect. In the event that any of the terms of the Agreement conflict with the terms and conditions of this Third Amendment, the terms and conditions of this Third Amendment shall prevail only as to the subject matter expressly stated herein.

IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the date and year first written above.

ATTEST:
______________________________

DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILGity Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________

RICK COLE
City Manager

ACTIVE NETWORK, LLC
By: _______________________________
Name: ____________________________
Title:_____________________________
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82 Interim City Attorney
9/11/2020
George Cardona 9/11/2020
Vice President
Randy Skemp
Interim City Manager
9/14/2020
Lane Dilg
9/14/2020
Denise Anderson-Warren
City Clerk

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Packet Pg. 268 Attachment: 3rd Modification (4913 : ActiveNet Contract Renewal) Exhibit A-3
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82

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Packet Pg. 269 Attachment: 3rd Modification (4913 : ActiveNet Contract Renewal) ACTIVE Network Statement of Work
ACTIVE Net Digital Marketing Consulting Services
Premium Package
Created March 2019
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82

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Packet Pg. 270 Attachment: 3rd Modification (4913 : ActiveNet Contract Renewal) Overview
With the Premium Digital Marketing Consulting Services, you will have a dedicated Digital Marketing Consultant (DMC) who will partner with you to build a foundation to better understand and evaluate your marketing performance across different platforms such as marketing analytics and search engine optimization.

Analytics & Tagging
Tasks:
• Analytics Setup
o Assist with setting up Google Analytics and Google Tag Manager accounts o Integrate Google Analytics and Google Tag Manager with Active Net o Set up cross domain and ecommerce tracking
• Advanced Analytics
o Installation and integration of 3rd party retargeting and conversion pixels (maximum of 4 3rd party pixels)
o Setup registration goal funnels
• Reporting
o Navigating Google Analytics dashboards, reports and how to interpret them o Exporting and scheduling recurring reports
o Baseline reporting assessment of conversion rates and traffic sources Deliverables:
• Analytics Setup
o Understand Google Analytics, Google Tag Manager and how they integrate with each other and Active Net
• Advanced Analytics
o Understand how 3rd party tracking integrates with Google Tag Manager o Be able to run 3rd party advertising campaigns and effectively track conversions and revenue
o Understand how to track registrants through the registration flow and identify drop-off points • Reporting
o Be able to identify which online sources and marketing channels are producing the most transactions
o Be able to effectively navigate Google Analytics to view different sets of marketing data and dashboards
o Receive report outlining baseline measure for several Google Analytics metrics showing online consumer engagement
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82

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Packet Pg. 271 Attachment: 3rd Modification (4913 : ActiveNet Contract Renewal) Search Engine Optimization
Tasks:
• SEO Overview
o Review “Get to Know SEO” presentation discussing foundational elements and strategies of SEOi
• Site Audit
o Full website assessment across key metrics including domain authority, site compliance, desktop and mobile speed
• Moz Site Crawl
o Complete analysis of site and technical issues using Moz Site Crawl tool • Moz Keyword Analysis
o Search engine rankings by location for client-provided custom keyword list Deliverables:
• SEO Overview
o Fundamentally understand Search Engine Optimization, how to influence it, and effective strategies to do so
• Site Audit
o Receive a digital copy of the site audit assessment with review and recommendations • Moz Site Crawl
o Receive a digital copy of the site crawl run via Moz with review and recommendations • Moz Keyword Analysis
o Receive keyword results with analysis of successes and places for improvement Tagging Assistance & Troubleshooting
Tasks:
• Tagging Assistance
o Place and update 3rd party retargeting and conversion pixels within Google Tag Manager o Interface with customer-hired 3rd party agencies when needed to complete objectives • Troubleshooting
o Review tracking, tagging and reporting abnormalities related to Google Analytics and Google Tag Manager
Deliverables:
• Tagging Assistance
o Retargeting and conversion tags will be up-to-date and properly implemented in Google Tag Manager
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82

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Packet Pg. 272 Attachment: 3rd Modification (4913 : ActiveNet Contract Renewal) • Troubleshooting
o Have resolution to, or next steps on, how to address any issue or questions related to Google Analytics or Google Tag Manager as it pertains to Active Net Performance Benchmarking
Tasks:
• Benchmarking
o Comprehensive review of key performance metrics using Google Analytics data o Metrics will review quarterly registration and website performance compared to other organizations in the industry
o Presentation and analysis of results
• Reporting Dashboard
o Dashboard setup and ongoing configuration
Deliverables:
• Benchmarking
o Receive digital copy of Performance Benchmarking review o Understand quarterly performance in key metrics
o Understand metric comparison from previous quarters
o Review performance compared to other organizations in the market o Receive recommendations for optimizations where applicable • Reporting Dashboard
o Customized reporting dashboard with benchmarking data Timeline & Scheduled Meeting Cadence:

Please see Appendix A below for a full overview of services.

Assumptions:
• Your DMC is empowered to be an advocate for your organization. They will work with you to understand your priorities and advise in such a way as to achieve these priorities and your organizational goals.
• DMC will only be able to complete Analytics & Tagging and Tagging Assistance & Troubleshooting Tasks if granted Publish permissions in Google Tag Manager and Edit permissions in Google Analytics accounts.
• Your DMC will work with your availability to schedule regular recurring meetings. Meetings can be adjusted as conflicts arise.
• Active Network reserves the right to review all tags DMC is asked to place on Active Net and refuse placement at their discretion.
• Your organization will provide all questions or steps to replicate issues and will assist with additional testing should confirmation be needed.
• Client is responsible for developing and providing keyword list for Moz Keyword Analysis DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82

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Packet Pg. 273 Attachment: 3rd Modification (4913 : ActiveNet Contract Renewal) • Upon completion of Analytics & Tagging, no changes will be made to the tagging setup related to Active Net within Google Tag Manager without the consent of a Digital Marketing Consultant.

Active and DMC are not responsible for changes made within Google Tag Manager or Google Analytics without review by DMC or affects these this may have on tracking or marketing analytics. • Performance Benchmarking can only be completed if Google Analytics has been setup and is accurately reporting ecommerce and cross-domain tracking. • Final business-related decisions are the responsibility of the client. DMC will advise based on client goals and priorities but will not be responsible for decision-making.

Constraints:
• Regular recurring meetings will be conducted remotely via email, phone and screenshare. • Standard response time is 48 hours. You can expect to be in contact with your DMC within 48 hours of request submittal, however not all issues may be resolved within this timeframe. • Data and reporting are limited to capabilities innately integrated in and provided by Google Analytics and Google Tag Manager.
• Services related to Analytics & Tagging and Tagging Assistance & Troubleshooting offerings are limited to Google products, specifically Google Analytics and Google Tag Manager o DMC will not be responsible for advising or implementing other analytics or tag management tools/platforms.
• Regarding the Tagging Assistance & Troubleshooting offering:
o You are entitled to two 1-hour meeting with your dedicated Digital Marketing Consultant each month
o The meeting hours are non-transferrable. Those not used during each month will not roll over into the next.
o Ongoing monthly call will be tentatively scheduled at the start of engagement with your Digital Marketing Consultant.
• Requests falling outside the predetermined meeting cadence in this document will be held by DMC until next predetermined call.
o Your dedicated DMC and Account Manager will work together to determine the severity and urgency of requests and if immediate action is needed outside the predetermined meeting cadence.
• The following are excluded from all offered Digital Marketing Consultant services:
o Services which are required to remedy problems which do not stem from any defect in Active Net, Google Tag Manager or Google Analytics.
o Services which are required to remedy problems caused by lack of training of the organization’s personnel.
o Improper treatment or use of Active Net, Google Tag Manager or Google Analytics data. o Full report customization service.
o Services that may involve directly accessing a client-owned website, CMS or property. • The following actions will void the Digital Marketing Consulting Services:
o The use of any other application that modifies data in the database, whether created by you or otherwise.

DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82

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Packet Pg. 274 Attachment: 3rd Modification (4913 : ActiveNet Contract Renewal) o The use or creation of any other application that competes with or replaces a module that is offered by Active to work with either the application or the application’s database.

Appendix A – Timeline & Scheduled Meeting Cadence:

Analytics & Tagging Search Engine
Optimization
Tagging Assistance &
Troubleshooting
Performance
Benchmarking
• One-time deliverable
completed during first 6
weeks of engagement
• (1) 30-minute meeting
to review Google
Analytics and Google
Tag Manager and
ensure customer has
accounts and has
granted DMC
appropriate access
• (1) 1-hour meeting to
review Google Tag
Manager configuration
and Google Analytics
dashboard and reports
• (1) 1-hour meeting to
review baseline metrics
(30-45 days after
completion of initial
setup)
• Ongoing engagement
completed on a
quarterly cadence
• (1) 1-hour meeting at
start of DMC
engagement for SEO
overview
• (1) 30-minute meeting
quarterly, preferably
before quarterly
analysis, to review
customer’s goals and
expectations for
upcoming review
• (1) 1.5-hour meeting
every 3 months to
present and review site
audit, site crawl and
keyword analysis
• Ongoing engagement
completed on a monthly
cadence
• (2) 1-hour meetings per
month
• Ongoing engagement
completed on a
quarterly cadence
• (1) 1-hour meeting
every 3 months to
review data and
analytics
i Option. Available if needed.

DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82

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Packet Pg. 275 Attachment: 3rd Modification (4913 : ActiveNet Contract Renewal) Exhibit B-3
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82

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Packet Pg. 276 Attachment: 3rd Modification (4913 : ActiveNet Contract Renewal) Annual Projected USD 223,000.00
Contract Value
Saas Total 50,000.00
Total Price USD 50,000.00
2600 Ocean Park Blvd.

Santa Monica, CA 90405 United States
Ship To Address
Ship To Contact Aaron Orozco
1901 Main Street
Santa Monica, CA 90401 United States
Bill To Address
Bill To Contact Aaron Orozco
Bill To Name City of Santa Monica
Email [email protected]
Phone (310) 458-8300
Contact Name Aaron Orozco
Email [email protected]
Prepared By Brianna P. Kelly
Currency USD
Expiration Date 7/31/2020
Quote Number 00116205
Created Date 6/26/2020 717 North Harwood Drive, Suite 2500 Dallas, TX 75201
US
Company Address
Product Product
Type Description Quantity Sales
Price
Fee
%
Total
Price
ACTIVE Net - Annual Subscription
Fee SaaS 1 50,000.00 50,000.00
ACTIVE Net - Staff Interface -
Payment Processing Fee - Credit
Card
SaaS Rates for organizations between $1,500,000 to
$8,000,000 in annual revenue through ACTIVE Net. 1 2.95 ACTIVE Net - Staff Interface - ECP
Transaction - Flat Fee SaaS 1 0.45
ACTIVE Net - Public Interface -
Online Transaction Fee SaaS Rates for organizations between $1,500,000 to$8,000,000 in annual revenue through ACTIVE Net. 1 2.95 ACTIVE Net - Functionality:

Memberships SaaS 1
ACTIVE Net - (credit card refunds -
flat fee) SaaS 1 0.10
ACTIVE Net - Functionality: Facility
Reservation SaaS 1
ACTIVE Net - Functionality: League
Scheduling SaaS 1
ACTIVE Net - Functionality: Activity
Registration SaaS 1
ACTIVE Net - Functionality:

Equipment Lending & POS SaaS 1
ACTIVE Net - Functionality: Daycare SaaS 1
ACTIVE Net - SaaS
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82

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Packet Pg. 277 Attachment: 3rd Modification (4913 : ActiveNet Contract Renewal) Signature: ______________________________________________________ Printed Name: ___________________________________________________ Title: __________________________________________________________ Date: __________________________________________________________ PO# (if applicable): _______________________________________________ All fees described herein are in consideration of the Software and Services that Active provides. Active and Client acknowledge that certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit card vs. debit card), and therefore, each agree not to impose such a surcharge on any End User. The payment options we offer may include MasterCard, Visa, American Express and Discover. *Sales tax and shipping not included in total price. Sales tax and shipping, where applicable, will be added to your invoice.

Quote Acceptance Information
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82

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Packet Pg. 278 Attachment: 3rd Modification (4913 : ActiveNet Contract Renewal) Contact Info:
717 N. Harwood Street
Dallas, TX 75201 United States
Phone: 469-291-0300 Option 4 then Option 2 ▪ Fax: 469-533-3940 Invoice
Questions? Email us at [email protected] City of Santa Monica Cust # Invoice # Invoice Date Customer PO #
3423 1013995 31-JUL-19 Quote signed by Aaron Orozco

5.16.19 Please Remit Check/Cheque Payment to: Please Remit Wire/ACH Payments to:

Active Network, LLC
PO Box 744932
Atlanta, GA 30384-4932
Beneficiary's Bank: Bank of America, N.A.

Beneficiary's Bank SWIFT BIC: BOFAUS3
Beneficiary's Account Number: 1453218221
Beneficiary's Bank Wire Routing Number: 122000030
Beneficiary's Bank ACH Routing Number: 122000661
Beneficiary's Name: Active Network, LLC
Beneficiary's Address: 717 North Harwood Street, Dallas, TX 75201 TO PAY BY CREDIT CARD OR ACH, OR TO SET UP RECURRING PAYMENT, PLEASE CONTACT US AT [email protected].

PLEASE BE SURE TO INCLUDE ACTIVE'S INVOICE NUMBER ON YOUR REMITTANCE Bill To:

City of Santa Monica
Attn: Accounts Payable
City of Santa Monica- Community Recreati
2600 Ocean Pk. Blvd.

SANTA MONICA, CA 90405 United States
Ship To:

CITY OF SANTA MONICA
Attn:
2600 Ocean Park Blvd.

Santa Monica, CA 90405 United States
Customer Cust. # Contact Customer PO #
City of Santa Monica 3423 Quote signed by Aaron Orozco 5.16.19 Project Contact Project Number Project Name Payment Due Tadeo, Ruth S PS3423/01490846 City of Santa Monica AN Bundle 30-AUG-19 ORG ID Deal ID
AMG
Project Terms Salesrep Name Currency
86 01490846 30 NET USD
Event Summary:

Event # Type Description Bill Amount
1 DR ACTIVENET 50% Total Service Costs at Service Initiation 28,000.00 Event Total: 28,000.00
Task Detail (Backup):

Task Name Exp Type Date Person OnSite Hours Rate Amount Detail Total:

Sub-total: 28,000.00
Tax Total: 0.00
Invoice Total: 28,000.00
Please Pay this Amount: Balance Due: 28,000.00
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82

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Packet Pg. 279 Attachment: 3rd Modification (4913 : ActiveNet Contract Renewal) Contact Info:
717 N. Harwood Street
Dallas, TX 75201 United States
Phone: 469-291-0300 Option 4 then Option 2 ▪ Fax: 469-533-3940 Invoice
Questions? Email us at [email protected] City of Santa Monica Cust # Invoice # Invoice Date Customer PO #
3423 11109398 31-MAY-19 SIgned by Aaron Orozco
Please Remit Check/Cheque Payment to: Please Remit Wire/ACH Payments to:

Active Network, LLC
PO Box 744932
Atlanta, GA 30384-4932
Beneficiary's Bank: Bank of America, N.A.

PLEASE BE SURE TO INCLUDE ACTIVE'S INVOICE NUMBER ON YOUR REMITTANCE Bill To:

City of Santa Monica
Attn: Aaron Orozco
2600 Ocean Park Blvd.

Santa Monica, CA 90405 United States
Ship To:

CITY OF SANTA MONICA
Attn: Aaron Orozco
2600 Ocean Park Blvd.

Santa Monica, CA 90405 United States
Sales Person Sales Order # - Order Type Quote # Terms Due Date Transaction Type Curr Jones, Kevin A 2155309-AMER PARKS & REC 01490810 30 NET 30-JUN-19 INV-INC COM SOL USD Ln Item # Description Delivery Method Ordered Invoiced UOM Unit Price Ext Amount 1 77310
ACTIVE Net - Electronic Signature Pad Color

5.7in (DUAL SERIAL/HID USB BACKLIT) W/
Software

19.00 19.00 Each 597.50 11,352.50
2 77311 ACTIVE Net - Signature Pad Tilt Stand 19.00 19.00 Each 157.50 2,992.50 Sub-total: 14,345.00
Tax Total: 1,255.18
Invoice Total: 15,600.18
Please Pay this Amount: Balance Due: 15,600.18
DocuSign Envelope ID: 3B99A392-C9B6-459A-BEF6-95FD79A0DD82

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Packet Pg. 280 Attachment: 3rd Modification (4913 : ActiveNet Contract Renewal)

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Packet Pg. 281 Attachment: City of Santa Monica - Oaks Initiative Notice - 032522 (4913 : ActiveNet Contract Renewal)

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Packet Pg. 282 Attachment: City of Santa Monica - Oaks Initiative Notice - 032522 (4913 : ActiveNet Contract Renewal) City Council
Report
City Council Meeting: April 12, 2022
Agenda Item: 3.F
1 of 7
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Engineering and Street Services
Subject: Award Bid #2476 for Construction and Observation Services for the 4th Street Enhancement Project - Phase II
Recommended Action
Staff Recommends that the City Council:

1. Award Bid #SP2476 to Access Pacific, Inc. for construction services for the 4th Street Enhancement Project - Phase II for the Public Works Department;

2. Authorize the City Manager to negotiate and execute a contract with Access Pacific, Inc in an amount not to exceed $1,997,373 (including a $181,579 contingency);

3. Authorize the Director of Public Works to issue any necessary change orders to complete additional work within contract authority;

4. Award Request for Proposals (RFP) #SP2476 to PSOMAS, to provide construction management, observation, and material testing services for the 4 th
Street Enhancement Project - Phase II;

5. Authorize the City Manager to negotiate and execute a contract with PSOMAS in an amount not to exceed $310,513 (including a $28,228 contingency); and

6. Authorize the Director of Public Works to issue any necessary change orders to complete additional work within contract authority.

Summary
On January 26, 2016, Council authorized the City Manager to accept $1,613,000 in Active Transportation Program (ATP) state grant funds for the 4 th Street Enhancement
Phase II Project (Project). The 4
th Street Enhancement Phase II Project, which runs
from Colorado Avenue to Olympic Drive, includes various improvements to encourage and increase active modes of transportation, such as walking and biking to the Downtown Santa Monica Expo station. Staff recommends Access Pacific, Inc. to

3.F
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2 of 7
provide construction services for the Project in an amount not to exceed $1,997,373 (including a 10% contingency), and Psomas to provide construction management, observation, and material testing services in an amount not to exceed $310,513 (including a 10% contingency).

Discussion
The 4
th Street Enhancement Phase II Project (Project) is funded through a combination of Active Transportation Program (ATP) state grant funds and local matching funds.

The purpose of the ATP is to encourage and increase active modes of transportation, such as walking and biking. On January 26, 2016, Council authorized the City Manager to accept $1,613,000 in ATP grant funding for the design and construction of the Project. On May 18, 2018, Council awarded a professional services design contract to Cannon Corporation to develop the construction plans and bidding documents.

The first phase of this Project extended from Broadway to Colorado Avenue, along 4th Street, and was completed in the summer of 2017. This Project is the second phase of improvements and integrates both the previously completed first phase and the Colorado Esplanade. By doing so, a pedestrian-oriented connection to the Downtown Santa Monica Expo terminus station would be created in every direction, helping people more easily reach their destinations. Project improvements include:
• Pedestrian-oriented lighting to enhance visibility and accommodate increased pedestrian volumes;
• Landscaping including Crape Myrtle and Date Palm trees to enhance the pedestrian experience;
• Enhanced pedestrian comfort and safety improvements including up-lighting in tree wells and planters along 4th Street, and an improved freeway bridge guardrail and fencing to buffer pedestrians from freeway noise while preserving view corridors;

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• Improved intersection corners to reduce vehicle turning speeds and enhance the pedestrian experience;
• Reconstructed accessible ramps;
• New north-leg crosswalk with accessible curb ramps, additional roadway markings including bike boxes at the 4th Street and Olympic Drive intersection; and
• Widened sidewalk at the northeast corner of the 4th Street and Olympic Drive intersection to improve the pedestrian travel path and provide an enlarged pedestrian waiting area.

Vendor Selection – Construction
Staff recommends awarding the construction contract to Access Pacific Inc., the lowest and best bidder. Alfaro Communications Construction, Inc., requested to withdraw its bid due to a mathematical error. Staff reviewed their request and determined that it was in the City’s best interest to allow Alfaro to withdraw.

Bidder Recommendation
Best Bidder Access Pacific, Inc.

Evaluation Criteria Price; the ability, capacity and skill of the bidder to perform the services; the capacity of the bidder to perform the contract within the time specified; the sufficiency of the bidder’s financial resources; reputation and experience of the bidder.

Municipal Code SMMC 2.24.180
Submittals Received
Access Pacific, Inc $1,815,793.31 Palp Inc. $2,297,982
Alfaro Communications
Construction, Inc.

Bid withdrawn
Bid Data
Date Posted Posted On Advertise in
(City Charter & SMMC)
Vendors
Downloaded
Date Publicly
Opened
02/02/2022 City's Online
Bidding Site
Santa Monica Daily Press 76 02/24/2022
Best Bidder Justification
Staff recommends Access Pacific, Inc. the lowest bidder, as the best bidder on price and completion of past projects for the City of Santa Monica, including the North Beach

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Trail Improvements and Pedestrian Improvements at Four Schools projects. Access Pacific, Inc. is also constructing ADA sidewalk improvements and bikeway access improvements on two projects for Los Angeles County Department of Public Works and 17th Street/SMC/Expo Bike Path Connection Project for the City of Santa Monica.

Vendor Selection – Construction Management and Observation Services Staff recommends awarding the construction management and observation services contract to Psomas. Psomas would be responsible for coordinating weekly progress meetings, reviewing contractor materials and submittals, coordinating Metro and Caltrans inspections, observing the construction contractor’s work to ensure construction adheres to project design plans and specifications, answering contractor questions in the field, verifying contractor invoices, keeping records and preparing documentation required for Caltrans grant funding, preparing daily reports, capturing and maintaining progress photos, coordinating various City departments, distributing construction notifications, and addressing questions or concerns from the public.

Psomas was selected from an approved shortlist of pre-qualified construction management firms, created by way of a Request for Qualifications process conducted in 2019. Psomas submitted a proposal in response to an RFP for the Project and was determined to be the best bidder of the three proposals received.

Bidder Recommendation
Best Qualified Firm Psomas
Evaluation Criteria Training/credentials/experience, competence/skill, capacity/ability to perform services promptly, sufficiency of financial/other resources, character/reputation, ability to provide future services as needed and price.

Municipal Code SMMC 2.24.190
RFPs Received
Berg and Associates, Inc. Psomas Willdan Engineering
RFP Data
Posted On Posted On
# of Vendors
Downloaded
Date Publicly
Opened
02/02/2022 Directly Published to 4 Pre-Qualified Firms 04 02/17/2022 Justification to Award

3.F
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Three firms submitted a proposal for construction management and observation services. Based on the selection criteria set forth in SMMC 2.24.190, staff recommends Psomas as the best qualified firm to provide construction management and observation services based on its qualifications, price, and its directly related experience providing similar services for municipal agencies.

Community Outreach
Construction is expected to begin in late 2022 and last for six to eight months. Prior to and during construction, City staff and Psomas would distribute notifications to adjacent properties, Santa Monica High School, neighborhood groups, and surrounding properties regarding the project scope, construction schedule, and potential impacts, as well as mitigation measures that would be included in the traffic control plan. Periodic updates would be provided as necessary. Social media also would be utilized to notify the public about potential traffic impacts.

Environmental Review
Section 15301 of CEQA Guidelines provides Class 1 exemption for the minor alteration of existing public or private facilities involving negligible or no expansion of use. Section 15303 provides Class 3 exemption for the construction of new small structures. Section 15304 provides Class 4 exemption of minor public or private alterations in the condition of land and/or vegetation. The project would make improvements to existing 4th Street, which would include new restriping/painting, curbs/ramps, lighting, fencing, and landscaping, to provide a better pedestrian and bicycle environment. Therefore, the project qualifies as a Class 1, Class 3, and Class 4 exemption.

In addition, none of the exceptions specified in Section 15300.2 of CEQA Guidelines would apply that preclude the use of this CEQA exemption: The project site is not located in a sensitive environment, would not have a significant effect on the environment, would not damage scenic resources, would not be located on a hazardous waste site, and would not cause a change to historic resources. Therefore, this project is categorically exempt from CEQA.

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Past Council Action
Meeting Description
01/26/2016
(Attachment A)
Council authorized the City Manager to accept $1,613,000 in ATP funding for the design and construction of the Project. 05/08/2018
(Attachment B)
Council authorized the City Manager to negotiate and execute a professional Services agreement with Cannon Corporation to provide design services for the Project.

Financial Impacts and Budget Actions
Staff seeks authority to approve funding from the Miscellaneous Grants, Special Revenue Source, and General Funds to award contracts to Access Pacific, Inc. and Psomas to provide construction and construction management, observation, and material testing services, respectively, for the 4
h Street Enhancement Project – Phase II
Project. Future funding is contingent on Council budget approval.

Access Pacific, Inc. Contract Request - Construction
FY2021-22 Request Amount CIP Account # Total Contract Amount $110,117 C1006220.689000 $110,117
$1,332,700 C2006220.689000 $1,332,700
$165,498 C0106220.689000 $165,498
$389,058 C1007600.689000 $389,058
Total $1,997,373
Psomas Contract Request – Construction Management
FY2021-22 Request Amount CIP Account # Total Contract Amount $310,513 C1006220.689000 $310,513
Total $310,513

3.F
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Prepared By: Tom Shahbazi, Civil Engineer
Approved Forwarded to Council
Attachments:

A. January 26, 2016 Staff Report
B. May 8, 2018 Staff Report
C. Oaks Form Access Pacific
D. Oaks Form Psomas

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3.F.a
Packet Pg. 300 Attachment: January 26, 2016 Staff Report (4961 : Award Const Contract to Access Pacific Inc. for 4th Street Enhancement Phase II) City Council
Report
City Council Meeting: May 8, 2018
Agenda Item: 3.G
1 of 5
To: Mayor and City Council
From: David Martin, Director, Transportation Planning
Subject: Contract Approval for Design Services for 4th Street Pedestrian and Bicycle Improvements Phase II
Recommended Action
Staff recommends that the City Council:

1. Award RFP #142 to Cannon Corporation, a California based company, to provide design services for the 4th Street Pedestrian and Bicycle Improvements Phase II Project.

2. Authorize the City Manager to negotiate and execute a professional services agreement with Cannon Corporation in an amount not to exceed $315,000 (including a 10% contingency) for an initial two-year term and a one-year renewal option.

Executive Summary
The City’s Downtown Community Plan emphasizes the need to adequately serve riders who will benefit from direct, clear, and improved routes to and from the Expo terminus station at 4th Street and Colorado Avenue. The 4th Street Pedestrian and Bicycle Improvements Project is a phased, grant-funded implementation effort for walking and biking enhancements on 4th Street between Broadway and Olympic Drive. Phase I improved the east side of 4th Street between Broadway and Colorado Avenue, and was completed in June 2017. Phase II extends Phase I improvements from Colorado Avenue to Olympic Drive including the Caltrans bridge structure over the I-10 Freeway.

Staff recommends Cannon Corporation (Cannon), a planning and engineering consultant, to provide the design services for the 4th Street Phase II Project in an amount not to exceed $315,000 (including a 10% contingency). Staff anticipates up to 12 months for the design phase of the project with public outreach beginning fall 2018 and construction beginning fall 2019.

3.F.b
Packet Pg. 301 Attachment: May 8, 2018 Staff Report (4961 : Award Const Contract to Access Pacific Inc. for 4th Street Enhancement Phase II) 2 of 5
Background
The 4th Street Pedestrian and Bicycle Improvements Project is being developed as part of an overall phased implementation effort for enhanced north-south connections to the Expo terminus station that complements the Colorado Esplanade east-west connections, completed in June 2016. The 4th Street Phase I Project was completed in June 2017, providing an improved connection north of the station between Colorado Avenue and Broadway. Phase I improvements included new pedestrian scale lighting, new trees and grates, and pavement etching along the east side of the roadway. Sharrow lane markings were also added between Broadway and Olympic Drive.

Phases I and II are funded through a combination of Active Transportation Program (ATP) state grant funds and local matching funds. The purpose of ATP is to encourage increased use of active modes of transportation, such as walking and biking. On January 26, 2016 (Attachment A), Council authorized the City Manager to accept $1,613,000 in ATP funding for the design and construction of Phase II improvements.

On June 19, 2017, the City issued a Request for Proposal (RFP) for professional design services for the Project and one (1) proposal was received. Due to the bid amount exceeding the available budget and the consultant team’s limited experience with public streetscape within Caltrans ROW, Council approved the staff recommendation to reject the single proposal and re-advertise on September 12, 2017 (Attachment B). To engage prospective consulting firms and achieve a better result, staff implemented the following modifications to the RFP to be re-advertised:
 Listing available budget for design services;
 Refining scope of work to emphasize public streetscape, Caltrans ROW, and Caltrans bridge structure experience; and
 Increasing the duration of the bid posting from 3 weeks to 1 month.

Discussion
The opening of the Downtown Santa Monica Expo terminus station at 4th Street and Colorado Avenue is increasing the number of people walking in the Downtown and Civic

3.F.b
Packet Pg. 302 Attachment: May 8, 2018 Staff Report (4961 : Award Const Contract to Access Pacific Inc. for 4th Street Enhancement Phase II) 3 of 5
Center. In recognition of this catalyst transit investment and the opportunities for improved mobility, the City’s Downtown Community Plan calls for direct, clear, and improved walking and biking routes to and from the station.

Improved station connections on 4th Street are being implemented in grant-funded phases, with Phase 1 completed in June 2017. This Phase II Project (Project) extends improvements south of the station between Colorado Avenue and Olympic Drive including the Caltrans bridge structure over the freeway. The Project will develop a final design that integrates with the existing improvements on the 4th Street Phase I and Colorado Esplanade projects. By doing so, a pedestrian-oriented connection is created in every direction, helping people to interpret their surroundings and orient themselves to final destinations. Improvements include:
 Pedestrian-oriented lighting to enhance visibility, increase safety, and accommodate increased pedestrian volumes.
 Shade trees (Gingko biloba) to improve pedestrian comfort and Date Palm trees (Phoenix dactylifera) to reinforce wayfinding.
 Enhanced freeway bridge guardrail and/or fencing to buffer pedestrians from freeway noise and improve pedestrian comfort/sense of safety while preserving view corridors. Elements could include uplighting, planters, and lighting.  Tightened curb radii to reduce vehicle turning speeds and improve pedestrian safety.
 Reconstructed accessible ramps (dual directional ramps preferred).  New north-leg crosswalk with accessible curb ramps, advance stop-bars, and bike boxes at the 4th Street/Olympic Drive intersection.  Widen sidewalk at the northeast corner of the 4th Street/Olympic Drive intersection to improve the pedestrian travel path and provide an enlarged pedestrian waiting area.
 Enhanced crosswalk markings.

Vendor/Consultant Selection

3.F.b
Packet Pg. 303 Attachment: May 8, 2018 Staff Report (4961 : Award Const Contract to Access Pacific Inc. for 4th Street Enhancement Phase II) 4 of 5
On October 18, 2017, the City issued Request for Proposals (RFP) #142 to obtain design services for the 4th Street Phase II Project. The RFP was posted on the City’s on-line bidding site, and notices were advertised in the Santa Monica Daily Press in accordance with the City Charter and Municipal Code provisions. 113 vendors downloaded the RFP request and one (1) proposal from Cannon Corporation (Cannon) was received on November 20, 2017. Based on the combined distribution of the original RFP advertised in July and the modified RFP re-advertised in October, staff is satisfied that advertising the RFP a third time would not necessarily attract additional responses.

Following a review of submittal requirements, Cannon’s proposal was accepted and evaluated based on the criteria outlined in the RFP, which included project understanding, relevant experience, quality of staff, familiarity with state and federal procedures, and demonstrated technical project success. On December 14, 2017, the Cannon consultant team was interviewed by project staff from Planning and Community Development and Public Works.

On December 15, 2017, following a comprehensive review of Cannon’s proposal and interview with the consultant team, the evaluation team selected Cannon to provide the design services for the Project based on its team composition and proven experience in designing and advancing public streetscape enhancements, particularly where Caltrans bridge structures are involved; project approach and understanding; and commitment to deliver the project to the City on schedule and within budget. Based on Section

2.24.073 of the Municipal Code and these criteria, Cannon is recommended as the sole and best qualified firm.

For state and/or federal funded consultant contracts greater than $150,000, Caltrans requires submittal and approval of their Local Assistance Procedures Manual Exhibit 10-C form prior to contract award. Exhibit 10-C identifies critical elements of the consultant procurement process to ensure local agency compliance with state and/or federal consultant procurement requirements. Staff received Caltrans Exhibit 10-C approval on April 26, 2018.

Next Steps

3.F.b
Packet Pg. 304 Attachment: May 8, 2018 Staff Report (4961 : Award Const Contract to Access Pacific Inc. for 4th Street Enhancement Phase II) 5 of 5
Cannon would develop and deliver a City approved, community supported, and technically vetted final design and construction documents. Due to the grant funding component of this Project and required Caltrans involvement, staff anticipates 9-12 months for the design phase of the project depending on Caltrans coordination, with public outreach beginning fall 2018 and construction beginning fall 2019.

Financial Impacts and Budget Actions
The professional services agreement to be awarded to Cannon for the 4th Street Phase II Project is for an amount not to exceed $315,000 (including a 10% contingency) for an initial two-year term and a one-year renewal option. Funds are available in the FY 2017- 18 Capital Improvement Program budget in the following accounts:

Account _FY 17/18
C209097.589300 $252,000
C019097.589000 $63,000
Total $315,000
Prepared By: Linda Cogswell, Associate Planner
Approved Forwarded to Council
Attachments:

A. January 26, 2016 Council Staff Report Web Link
B. September 12, 2017 Council Staff Report Web Link
C. 2017 OAKS INITIATIVE FORM_CANNON

3.F.b
Packet Pg. 305 Attachment: May 8, 2018 Staff Report (4961 : Award Const Contract to Access Pacific Inc. for 4th Street Enhancement Phase II)

CITY OF SANTA MONICA OAKS INITIATIVE DISCLOSURE FORM
In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity.

Public benefits include:

1. Personal services contracts in excess of $25,000 over any 12-month period;

2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12- month period;

3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period;

4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12-month period;

5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000;

6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12- month period; or

7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12- month period.

Name(s) of persons or entities receiving public benefit:

Name(s) of trustees, directors, partners, and officers:

Name(s) of persons with more than a 10% equity, participation, or revenue interest:

Prepared by: Title:

Signature: Date:

Email: Phone:

FOR CITY USE ONLY:

Bid/PO/Contract # Permit #

3.F.c
Packet Pg. 306 Attachment: Oaks Form Access Pacific (4961 : Award Const Contract to Access Pacific Inc. for 4th Street Enhancement Phase II)

CITY OF SANTA MONICA

OAKS INITIATIVE NOTICE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS

AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS,

OR OTHER BENEFITS FROM THE CITY OF SANTA MONICA
Santa Monica’s voters adopted a City Charter amendment commonly known as the Oaks Initiative. The Oaks Initiative requires the City to provide this notice and information about the Initiative’s requirements. You may obtain a full copy of the Initiative’s text from the City Clerk.

This information is required by City Charter Article XXII—Taxpayer Protection. It prohibits a public official from receiving, and a person or entity from conferring, specified personal benefits or campaign advantages from a person or entity after the official votes, or otherwise takes official action, to award a “public benefit” to that person or entity. The prohibition applies within and outside of the geographical boundaries of Santa Monica.

All persons or entities applying or receiving public benefits from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of persons with more than a 10% equity, participation or revenue interest. An exception exists for persons serving in those capacities as volunteers, without compensation, for organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the Internal Revenue Code. However, this exception does not apply if the organization is a political committee or controls political committees. Examples of a “public benefit” include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000 over a 12-month period.

In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Therefore, if you are seeking a “public benefit” covered by the Oaks Initiative, you must supply that information on the Oaks Initiative Disclosure Form. This information must be updated and supplied every 12 months.

3.F.d
Packet Pg. 307 Attachment: Oaks Form Psomas (4961 : Award Const Contract to Access Pacific Inc. for 4th Street Enhancement Phase II)

CITY OF SANTA MONICA

OAKS INITIATIVE DISCLOSURE FORM
In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity.

Public benefits include:

1. Personal services contracts in excess of $25,000 over any 12-month period;

2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12- month period;

3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period;

4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12-month period;

5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000;

6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12- month period; or

7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12- month period.

Name(s) of persons or entities receiving public benefit:

Name(s) of trustees, directors, partners, and officers:

Name(s) of persons with more than a 10% equity, participation, or revenue interest:

Bid/PO/Contract # ____________________________ Permit # ___________________________ Psomas
GreatBanc Trust Company is trustee.

Attached is the list of directors and officers
Psomas is an ESOP company therefore all employees have equity in the company. The ESOP is the only one with more than 10% equity.

Brett Barnett Vice President
2/17/22
[email protected] 714.481.7933

3.F.d
Packet Pg. 308 Attachment: Oaks Form Psomas (4961 : Award Const Contract to Access Pacific Inc. for 4th Street Enhancement Phase II)

UNANIMOUS WRITTEN CONSENT
OF THE

BOARD OF DIRECTORS OF PSOMAS,
a California corporation.

December 31, 2021
THE UNDERSIGNED, being all of the members of the Board of Directors of Psomas, a California corporation (the “Corporation”), hereby adopt the following resolutions without a meeting as of the date set forth above, pursuant to Section 307(b) of the General Corporation Law of California:

RESOLVED that the following, being the Officers of the Corporation, be and hereby are authorized to execute any and all documents required to conduct the business of the Corporation, including, but not limited to contracts, leases and certifications;
IT IS FURTHER RESOLVED that any one signature of the Officers listed herein shall be sufficient to bind the Corporation;
STEVE MARGARONI President and Chief Executive Officer
NICK TARDITTI Chief Financial Officer, Treasurer, Assistant Secretary CHAD WILSON Vice President, Secretary
CRAIG AHRENS Vice President
ALEJANDRO ANGEL Vice President
SESSYLE ASATO Vice President
BRETT BARNETT Vice President
JOSEPH BARTORELLI Vice President
REGINA BEEM Vice President
STEVEN BEIN Vice President
MARC BLAIN Vice President
MONIKA BOWDEN Vice President
MICHAEL BOWEN Vice President
JOSEPH L. BOYLE Vice President
SCOTT BRYANT Vice President
BRIAN E. BULLOCK Vice President
JEFFREY CHESS Vice President
MARCIA CARRILLO Vice President
MATTHEW D. CLARK Vice President
MICHAEL J. CREHAN Vice President
SARAH CURRAN Vice President
CHRIS DAVENPORT Vice President
NELSON DAVIS Vice President
AMY DAY Vice President
WILLIAM ESTEPA Vice President
MARY FIORE Vice President
ROSE FISTROVIC Vice President
PETER FITZPATRICK Vice President
DAN FORGEY Vice President
BRIAN FRAGIAO Vice President
JASON FRITZLER Vice President
PAUL GERVACIO Vice President
JEFF GILLIS Vice President
ERNEST GOMEZ Vice President
DANNIE B. GREEN Vice President
TIMOTHY G. HAYES Vice President
GREGORY A. HELMER Vice President

3.F.d
Packet Pg. 309 Attachment: Oaks Form Psomas (4961 : Award Const Contract to Access Pacific Inc. for 4th Street Enhancement Phase II) Unanimous Written Consent of the Board of Directors of Psomas December 31, 2021

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Santa Monica City CouncilApril 12, 2022

Santa Monica City Council
April 12, 2022