Agenda packet — Santa Monica City Council, June 14, 2022 (part 3 of 7)

City Council Meeting: June 14, 2022 Santa Monica, California

RESOLUTION NUMBER (CCS)
(City Council Series)

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF SANTA MONICA ADOPTING THE

SECOND ADDENDUM TO THE INITIAL STUDY AND

MITIGATED NEGATIVE DECLARATION FOR THE

OLYMPIC WELL FIELD RESTORATION AND ARCADIA

WATER TREATMENT PLANT EXPANSION PROJECT
WHEREAS, a Notice of Intent to Adopt an Initial Study and Mitigated Negative Declaration for the Olympic Well Field Restoration and Arcadia Water Treatment Plant Expansion Project (Project) was published in the Santa Monica Daily Press and City Public Works Website on May XX, 2022 in compliance with the California Environmental Quality Act (CEQA); and
WHEREAS, on November 24, 2020, the City Council, as Lead Agency, adopted the Initial Study and Mitigated Negative Declaration for the Project.

WHEREAS, on February 23, 2021, the City Council, as Lead Agency, adopted the First Addendum to the Initial Study and Mitigated Negative Declaration; and WHEREAS, a Second Addendum to the Initial Study and Mitigated Negative Declaration was prepared for this Project in compliance with the CEQA; and WHEREAS, the Second Addendum to the Initial Study and Mitigated Negative Declaration did not identify new or substantially more severe environmental effects from the adopted Initial Study and Mitigated Negative Declaration.

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Packet Pg. 681 Attachment: Resolution to Adopt IS-MND 2nd Addendum for the Olympic Well Field Restoration and Arcadia Water Treatment Plant Expansion

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WHEREAS, a Notice of Availability of a Second Addendum to the Initial Study and Mitigated Negative Declaration for the Project was published in the Santa Monica Daily Press and City Public Works website on May XX, 2022; and
WHEREAS, the Second Addendum to the Initial Study and Mitigated Negative Declaration was made available for public comment for X-days, beginning on May XX, 2022 and ending at 5:30 p.m. on June XX, 2022.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA MONICA DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. The City Council has reviewed and considered the Second Addendum to the Initial Study and Mitigated Negative Declaration together with the comments received during the public review process, prior to acting on the Second Addendum.

SECTION 2. The City Council finds that the Second Addendum to the Initial Study and Mitigated Negative Declaration did not identify new or substantially more severe environmental effects from the proposed changes to the project.

SECTION 3. With mitigation measures identified in the adopted Initial Study and Mitigated Negative Declaration, the proposed changes would have less than significant impacts on Biological Resources, Cultural Resources, and Construction Effects. No impacts would occur or impacts would be less than significant for the remaining environmental factors considered pursuant to CEQA.

SECTION 4. To ensure that mitigation measures are properly implemented, a Mitigation Monitoring and Reporting Program was prepared and will be enforced during construction and operation of the Olympic Well Field Restoration and Arcadia Water Treatment Plant Expansion Project.

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Packet Pg. 682 Attachment: Resolution to Adopt IS-MND 2nd Addendum for the Olympic Well Field Restoration and Arcadia Water Treatment Plant Expansion

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SECTION 5. The City Council finds, based on the whole record before it, including the Second Addendum to the Project Initial Study and Mitigated Negative Declaration and any comments received, that with incorporation of the proposed mitigation measures, there is no substantial evidence in light of the whole record that the changes to the Project will have a significant effect on the environment, and that the Second Addendum to the Initial Study and Mitigated Negative Declaration reflects the City’s independent judgment and analysis. Therefore, the City Council hereby adopts the Second Addendum to the Olympic Well Field Restoration and Arcadia Water Treatment Plant Expansion Project Initial Study and Mitigated Negative Declaration.

SECTION 6. Consistent with Public Resources Code Section 21081.6 (a) (2), the documents which constitute the record of proceedings for approving the Second Addendum for this Project are located in the City Clerk Department, 1680 Main Street, Santa Monica, California. The custodian of these documents is the City Clerk.

SECTION 7. The City Clerk shall certify to the adoption of this resolution, and thenceforth and thereafter the same shall be in full force and effect.

APPROVED AS TO FORM:

Douglas Sloan
City Attorney

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Packet Pg. 683 Attachment: Resolution to Adopt IS-MND 2nd Addendum for the Olympic Well Field Restoration and Arcadia Water Treatment Plant Expansion

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 # ___________________________ _________________
_________________
Paul Hermann
10873 (CCS)
Principal/Vice President
05/09/2022
[email protected] (949)585-5217
GHD Inc.

See Attached
None

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Packet Pg. 684 Attachment: Oaks Initiative (GHD) (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) GHD INC.

DIRECTORS & OFFICERS
Director/President
Director/Treasurer
Director/
Executive Vice-President
Director/
Executive Vice-President
Director/Chairman
Company Secretary
Assistant Company Secretary
Effective: May 2, 2022
Iver Skavdal
2235 Mercury Way, Suite 150, Santa Rosa, California 95407 Mike Moran
6705 Millcreek Drive, Unit 1, Mississauga, ON L5N 5M4
Stephen Quigley
445 Phillip Street, Waterloo, ON N2L 3X2
Harry Sturdevant
16701 Melford Blvd, Suite 330, Bowie, Maryland 20715
Ashley Wright
999 Hay Street, Perth, Western Australia 6000
Duncan Findlay
4747 N. 22nd Street, 2nd Floor, Phoenix, AZ 85016
Lindsay Ray
651 Colby Drive, Waterloo, ON, N2V1C2

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Packet Pg. 685 Attachment: Oaks Initiative (GHD) (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) - 1 -
Contract No. 10873 (CCS)

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica (“City”) and GHD Inc. (“GHD”), 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. GHD is qualified to do business, and is doing business, in the State of California.

GHD represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.

C. The City and GHD now desire to enter into an agreement for GHD to provide professional services to the City.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates on June 30, 2024, unless sooner terminated in accordance with Section 14.

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

3. City Services. The City agrees to:

3.1 Make available to GHD 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 GHD.

4. Compensation. The City will compensate GHD for the Services performed in an amount not to exceed $1,191,496.07, as set forth in Exhibit B.

5. Invoices. GHD will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.

6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 8/1/2019

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Packet Pg. 686 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) - 2 -
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:

Water Resources Division
City of Santa Monica
1212 5th Street, Third Floor
Santa Monica, California 90401
Attention: Mr. Sunny Wang
Re: Contract No. 10873 (CCS)
with a copy to:

Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 10873 (CCS)

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

GHD Inc.
320 Goddard Way, Suite 200
Irvine, California 92618
Attention: Mr. Paul Hermann
Re: Contract No. 10873 (CCS)

7. Independent Parties. Both parties to this 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 GHD or any of GHD’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.

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 GHD, and approved as to form by the City Attorney.

9. Insurance. Prior to commencing work, GHD 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 GHD or GHD’s agents, representatives, employees or subconsultants for the duration of this DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 687 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) - 3 -
Agreement. GHD 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 GHD’s Services produced under this Agreement, GHD 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 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 GHD, or GHD’s employees, agents, officers, and subconsultants.

GHD’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 GHD, its employees, agents or officers, or subconsultants; provided, however, that GHD’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 GHD’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from GHD, if City chooses to do so.

10.2 Enforcement Costs. GHD 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 GHD may not assign, hypothecate, or transfer this 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 GHD or of any general partner or joint venturer or syndicate member of GHD, if a partnership or joint venture or syndicate exists, which results in changing the control of GHD, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.

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

DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 688 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) - 4 -

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

14. Default and Termination.

14.1 If GHD fails or refuses to perform any of the provisions of this 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 Agreement by written notice to GHD.

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

15. Compliance with Law. GHD 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. GHD 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. GHD may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

18. Records.

18.1 GHD 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. GHD 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 GHD must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. GHD must clearly identify all records and make them readily accessible to the City.

At the City’s request, GHD must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.

18.3 GHD must allow the City to have free access to GHD’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit GHD’s records, and GHD agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by GHD, GHD DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 689 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) - 5 -
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 GHD or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by GHD or any subconsultant pursuant to this Agreement may be made available to any individual or organization by GHD without prior written approval by City.

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

20. Standard of Care. GHD 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 GHD’s profession currently practicing in the same locality under similar conditions.

21. Subconsultants.

21.1 If GHD proposes to have any subconsultant perform any part of the Services, GHD 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 GHD will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between GHD 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 Agreement No. 10873 (CCS) entered into between the City of Santa Monica and GHD on^^____________________.

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

23. Venue and Jurisdiction. The City and GHD agree that the Services will take place in Los Angeles County. Any litigation arising out of this 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 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 Agreement.

DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 8/1/2019

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Packet Pg. 690 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) - 6 -

24. Survival of Provisions and Obligations. Any provision of this 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 Agreement.

25. Exhibits. The following exhibits are incorporated by reference into this 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 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
GHD Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 Lane Dilg
City Attorney
7/31/2019 GHD Inc.
8/1/2019
Principal
Paul Hermann
8/1/2019
Rick Cole
City Manager
8/1/2019
City Clerk
Denise Anderson-Warren

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Packet Pg. 691 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) Exhibit A
Scope of Services
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 692 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) Owner’s Engineer for The Olympic Wellfield Restoration
and Arcadia Water Treatment Plant Expansion Project
The City of Santa Monica (City) is retaining a City Representative (Owner’s Engineer or OE) to provide technical assistance in implementing the Olympic Wellfield Restoration and Arcadia Water Treatment Plant Expansion Project (Project). The Project is one of several projects outlined (see below) in the City’s Sustainable Water Master Plan to achieve water selfsufficiency by 2023.  Contract 1 – Olympic Wellfield Improvements (drilling and equipping of new wells, production and injection). The City is leading majority of the work with support from outside hydrogeologist.
 Contract 2 – Olympic Pipeline. The new Olympic Pipeline would be delivered through design-bid-build. The City is currently in the process of procuring a design engineer for the pipeline.
 Contract 3 – Olympic Wellfield AWTF and Arcadia WTP Expansion (Project).

The Project involves design and construction of a new advanced water treatment facility for the Olympic Wellfield (co-located at the Arcadia WTP) as well as upgrade and expansion of the Arcadia Water Treatment Plant. *OE may assist the City with the coordination of all three contract packages The general requirements or skill sets of the Owner’s Engineer is listed below. The work requiring these skill sets may be needed at various stages throughout the Project, but is not intended to be utilized for the entire duration of the Project. Additional firms may be added, as needed, with the approval of the City.

1. The Program or Project Manager assigned to the Project shall be experienced in leading and managing a large collaborative program being executed under different delivery methods, including progressive design-build of an advanced water treatment facility (e.g.

UV AOP, high recovery RO, and RO concentrate treatment) or brackish groundwater desalination facility. The Program/Project Manager shall have proven managerial and leadership experience with excellent communication and facilitative skills, understanding of the proposed treatment technologies for the Project, and detailed understanding of issue/decision management.

2. The Program/Project Manager shall have an in-depth understanding of collaborative progressive design-build delivery, project controls (schedule and cost tracking), and quality control and assurance. The Owner’s Engineer shall provide, at the request of the City, provide assistance in developing the terms and conditions of the GMP amendment with the design/builder. The assistance provided will not require the use of an attorney, but will oriented with the engineering, project management, and commercial sections of the GMP.

3. The Owner’s Engineer shall assist City staff on engineering and technical issues related to oversight and management of the Project. Owner’s Engineer technical efforts shall be led by the Owner’s Engineers Technical Support Manager. The Technical Support DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 693 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) Manager shall be supported by a strong technical advisory group with expertise in all areas of work for the Project, including for the advanced water treatment processes, process mechanical, electrical, civil, architectural, geotechnical, structural, building mechanical, plumbing, instrumentation, and permitting.

4. The Owner’s Engineer shall assist the City, as required, to develop and provide technical information to support public outreach efforts. Note that the City has in-house public outreach staff through the Office of Communications as well as on-call contracts with outside public outreach specialists/firms.

5. Throughout the term of the agreement, Owner’s Engineer shall ensure the availability of qualified staff with the discipline-specific expertise and experience to provide the necessary engineering and technical support to the City.

6. As requested, Owner’s Engineer shall attend, participate, and assist the City staff at Project meetings, which specifically entail technical issues or need for technical issues and provide support in making decisions regarding technical matters. Owner’s Engineer shall review for accuracy the minutes of such meetings prepared by either the DesignBuild Entity (DBE) or others. Owner’s Engineer shall clarify and report any meeting minutes discrepancies affecting the Project to City staff.

7. Owner’s Engineer shall prepare the development of procedures and practices required of the DBE. This includes quality management, document management, scheduling systems, and project templates and forms.

8. The Owner’s Engineer shall provide construction and operation expertise to provide constructability review at various stages of the progressive design build work for the new AWTF and upgrade/expansion of the Arcadia WTP (Contract 3).

9. The Owner’s Engineer will review construction cost estimates prepared by the DBE, conduct independent cost estimates to help validate the DBE’s Guaranteed Maximum Price (GMP).

10. Prepare monthly invoices in accordance with City requirements for review. Invoices shall be organized, with hourly costs and number of hours expended for each task, and include a summary of activities completed during the billing period.

11. Owner’s Engineer shall respond to City, DBE or Project-related questions.

12. Owner’s Engineer shall assist the City in reviewing all necessary documentation and reports for environmental documentation and permits (e.g. amend existing drinking water permit and if required, 97-005 compliance for impaired water supplies). The DBE would take the lead in obtaining all necessary permits for completion of the Project.

13. Provide other services as reasonably assigned by the City in support of the Project.

14. The Owner’s Engineer will review 30, 60 and 100% construction documents (drawings and specifications) in addition to contractor’s submittal and offer recommendations during construction (Contract 3).

DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 694 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum)

15. The Owner’s Engineer shall also provide building and safety and code compliance review of the DB Entity’s design on behalf of the City.

16. By performing this scope of services, Owner’s Engineer shall not have any authority or responsibility to supervise, direct, or control the DBE’s work or the DBE’s means, methods, techniques, sequences, or procedures of construction. Owner’s Engineer shall not have authority or responsibility for safety precautions and programs incident to the DB Entity’s work
The Scope of Work for the Owner’s Engineer is outlined below.

Scope of Work
TASK 1 – PROGRAM MANAGEMENT
Task 1.1 – Program Coordination and Management
The OE team will provide programmatic management services for the Olympic Wellfield Restoration and Arcadia Water Treatment Plant Expansion Project (Project). The Program/Project Manager identified shall be the primary contact for the City and shall have thorough knowledge of all aspects of the Project. The Owner’s Engineer shall hold biweekly progress meetings, in person or via teleconference, with the City to discuss Project progress, schedule, technical design, issues/conflicts, and any other on-going work related to the Project. During the design phase until the GMP for Contract 3, weekly progress meetings may be required.

The Owner’s Engineer shall prepare an overall Project Implementation Plan to define the following: various contract/work packages for the Project, alignment of contract sequencing with project timelines, risk/issues expected with suggested mitigation and metrics to measure overall Project progress, and description of coordination and collaboration between contracts. This plan will also include a detailed program management approach and project schedule.

Deliverables
 Project Implementation Plan – Draft and Final
 Project Implementation Plan execution items (e.g., risk/issue and decision logs), to be included and updated as part of the progress meeting packages  Progress meetings – agenda
 Progress meetings – minutes
Scope Extent
 We have assumed 20 progress meetings (pre-design phase through GMP) Task 1.2 – Project Funding
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 695 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) The OE shall support the City in identifying and preparing applications for project funding opportunities (e.g. Prop 1 Desalination Grant, U.S. Bureau of Reclamation, and MWD local resources program).

Deliverables
 Technical Memorandum listing viable funding opportunities, including fund name, documentation level of effort for fund application, approximate cost to submit fund application, monies available (overall and per application/project) and timing of fund monies.

Scope Extent
 Between the commencement of GMP development and the 30% stage, GHD will determine with the City the timing as to when to cease the continued investigation into grant funding opportunities.

Task 1.3 – Permitting
Prepare the list of required permits, comprehensive requirements for each permit and estimated cost of effort for each permit. Provide technical assistance to the City or DB Entity, as required, to obtain each permit. Key permits include amendment of the existing drinking water permit and if compliance with 97-005 for impaired water sources is required. A preliminary list of regulatory and other agencies that permits may be required is provided below.
 California State Water Resources Control Board Division of Drinking Water (DDW)  City of Santa Monica
 City of Los Angeles
 City of Los Angeles, Bureau of Sanitation (LA Sanitation)  Other agencies as requested by the City
Deliverables
 Permit Matrix – Draft and Final
 Permit Development and Assistance – Draft and Final for 6 permits in their entirety (or agreed equivalent of)
 Meetings with Permitting Agencies (i.e. DDW) (assumes 6 meetings) with Agendas and Meeting Minutes
Scope Extent
 We have assumed 6 permits only, in their entirety; or the equivalent of.

DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 696 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) Task 1.4 – Not Used by the City
Task 1.5 – Project Coordination
As stated previously, the OE’s primary responsibility will be to assist the City with Contract 3, Progressive DB of the new Olympic Well Field AWTF and expansion/upgrade of the Arcadia WTP, of the Project. The OE, as required, would also assist the City in providing coordination between contracts (Contract 1 – Olympic Wellfield Improvements, Contract 2 – Olympic Pipeline, and Contract 3 – Olympic Wellfield AWTF and Arcadia WTP Expansion) and technical assistance, as required, to ensure all three contracts are coordinated to avoid conflicts and completed on schedule.

Deliverables
 Meeting agenda’s, minutes, and other items as necessary to properly facilitate information gathering and sharing.

Scope Extent
 We have assumed 4 coordination meetings
Task 1.6 – Document Control
The OE shall be recommend document control procedures to the City and be responsible for Project document control using the City’s SharePoint site.

Deliverables
 Development of project specific procedures and protocols  Management of the Document Control system
Scope Extent
 Scope also includes an analysis of the City’s system, and whether any additional system is required to compliment SharePoint.
 No software costs are included in this fee proposal
 Design deliverables management of the Document Control system to be jointly managed by the OE & the City
 Construction related deliverables management of the Document Control system to be managed by the City.

TASK 2 – ENVIRONMENTAL DOCUMENTATION SUPPORT
The overall scope of the Project was developed through separate feasibility studies completed to support the City’s SWMP. The primary objectives of the studies were to assess project alternatives and feasibility as well as to establish project budget and schedule to DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

3.D.i
Packet Pg. 697 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) meet the City’s overarching goal of achieve water self-sufficiency. The OE shall assist the City to develop technical/design information on various scope elements for the Project (e.g. groundwater production wells and injection well(s) in the Olympic Well Field, new AWTF for Olympic Well Field, new Olympic Pipeline, and upgrade/expansion of the Arcadia WTP) to support environmental documentation efforts. Technical support for environmental documentation may include, but not limited to, the following: conceptual site layout for the new AWTF and upgrade/expansion of the Arcadia WTP (assume up to 3 alternative site layouts), preliminary process design criteria, construction activity and schedules, power requirements, utility requirements, construction and operation methods, noise, pipeline alignment(s), coordination with existing WTP operations, and footprint and height of proposed improvements. Note that the OE is to provide technical support only to the City’s lead environmental documentation consultant. It is anticipated that a Supplemental Environmental Impact Report (EIR) will be prepared for the Project.

Deliverables
 As necessary, per the above scope
TASK 3 – TECHNICAL SUPPORT FOR DESIGN BUILD (CONTRACT 3) Task 3.1 – DB Entity Procurement Services
The OE shall assist the City in review and assessment (evaluate any proposed technology innovations, project alternatives, and indicative cost estimate) of the Design-Build contractor team (DB Entity) selection. Due to the timing of the OE RFP and DB contractor procurement, the City will be leading and preparing the DB contractor RFQ and RFP. The OE will likely be selected and contracted to assist the City after the DB RFP have been issued.

Deliverables
 As necessary, per the above scope
Task 3.2 – Design Project Meetings
The OE shall participate in weekly design meetings with the DB entity (in person or teleconference), key project design workshops (in person), and project design review meetings (in person) during the design phase of the progressive design-build process.

Deliverables
 Weekly design meeting agendas and minutes
 Design Workshop agendas and minutes
 Design Review meeting agendas and minutes
 Technical Memorandums as necessary
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 698 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) Scope Extent
We have assumed:
 60 weekly design meetings
 4 design workshops
 8 Project review meetings
Task 3.2.1 – Building and Safety Code Compliance Meetings The OE shall also hold project meetings associated specifically with Building and Safety Code Compliance, where discipline specialists on the OE team and Design team can coordinate as needed.

Task 3.3 – Design and Guaranteed Maximum Price (GMP) Development Phase The OE shall assist the City during the design and GMP development phase by review design packages prepared by the selected DB entity. The OE shall actively coordinate with City staff and verify that City’s preferences are reflected in the design. The OE shall perform constructability and operability reviews if desired by the City. Key duties of the OE during the Design/GMP development phase include, but are not limited to, the following:
• Assist the City in review and assessment (evaluate any proposed technology innovations, project alternatives, and indicative cost estimate of the Design-Build contractor team during the design phase).
• Review pilot test program proposed by the DB entity and provide technical oversight during pilot testing conducted by the DB entity. The City has already purchased the Re-Flex Max CCRO Pilot from Desalitech and will turn it over to the DB entity to operate and refine the design criteria for the full-scale CCRO system.
• Perform Project design review and construction oversight consisting of schedule analysis, design review and validation, payment requests, change order requests, and review of quality control and quality assurance efforts by the DB Entity related to the design phase.
• Perform technical review of optional design concepts submitted by the DB Entity and prepare summary report on assessment as required.
• Provide advice and guidance to assist City Engineering staff in coordination and resolution of major project, permitting, environmental, and technical issues to accomplish efficient delivery of the Project.
• Provide independent engineering project cost estimates, evaluate and validate designbuild cost proposals, and assist City Engineering staff in the negotiations of the GMP (anticipated at 60% design of the overall design package). • Utilizing a collaborative approach, provide technical review and assist the City to negotiate performance guarantees and determine testing protocols to be included in the GMP.

Assist the City to determine if extended start-up testing/commissioning support by the DB DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 699 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) entity is warranted.

Deliverables
 As necessary, per the above scope
Task 3.3.1 – Building and Safety Code Compliance Review The Owner’s Engineer shall also provide building and safety and code compliance review of the DB Entity’s design on behalf of the City. The OE shall act, on behalf of the City, to enforce and ensure compliance with building and safety codes (e.g., structural and electrical code compliance).

TASK 4 – OPTIONAL SERVICES
Task 4.1 – Program Management Technical Support
GHD will be able to provide additional program management technical support on the project as deemed necessary in the future.

Deliverables
As necessary, per the above scope and assumptions agreed upon with the City prior to authorization
Task 4.2 – Design Criteria Development
GHD will work with City staff to identify design preferences and develop Design Criteria that the DBE will adhere to in the project. This will be an early work item, likely done in parallel with CEQA support, with a target completion date of before February 2020.

Deliverables
 Draft and Final Technical Memorandum on Design Criteria for the Project.  As necessary, per the above scope
Task 4.3 – General Process Technical Support
Task 4.3.1 Arcadia Water Treatment Plant Existing/Baseline Performance Evaluation
The GHD team will work with City engineering and operations staff to establish baseline performance of the existing equipment at the Arcadia Water Treatment Plant. This will include field visits to the plant site, meetings with plant operations staff and engineers, and review of historical data on unit operations. Where applicable, the GHD team will put forth recommendations for optimization.

DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 700 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) Deliverables
 Draft and Final Technical Memorandum on Arcadia Water Treatment Plant Baseline Performance Assessment
 As necessary, per the above scope
Task 4.3.2 Pilot Plant Technical Support
The GHD team will provide pilot plant technical support at the beginning of the project (first 6 to 8 months) to help establish an initial operating plan, and also assist with pilot plant startup and operational data review. This will include periodic site visits and meetings to with City staff to review operations. We have assumed the City will be responsible for installation, maintenance work, and day to day operations.

Deliverables
 As necessary, per the above scope
Task 4.4 – Asset Management/CMMS Technical Support
The GHD team will provide technical support to City staff related to Asset Management and CMMS. GHD proposes to work with the City on their asset management program as follows:
 GHD will conduct a “Discovery Workshop” and review the City’s structure, roles and responsibilities, business rules, policies, procedures, and methods used to determine how work is identified, approved, planned, scheduled, executed, completed and analyzed (IPSECA-methodology approach). The assessment will also identify potential gaps that could lead to delays and inefficiencies (time, material, labor).  GHD will conduct a review and evaluation of current data and systems that support the City’s existing asset and work management practices. These systems may be manual or automated in nature (i.e. paper based, MS Excel, MS Access), identified from the Discovery Workshop or point solution tools (e.g., GIS). GHD will be onsite for three (3)- hours to perform the review of the systems. The purpose of this task is to identify potential integration touchpoints between the existing systems and a potential new AMS/CMMS as well as data migration efforts that would need to be accounted for from legacy systems with the new software solution.
 Both the Discovery Workshop and System and Data review will produce the foundation for the Functional Requirements. GHD will prepare the initial list of functional requirements and facilitate a two (2) hour on-site Functional Requirements Workshop with City staff. The purpose of the workshop is to review and explain each of the AM/CMMS Functional Requirements with City staff, and to document desired software needs. This will be an interactive workshop and capabilities/functions will be added to and deleted from the requirements list. Additional topics of discussion during this meeting will include identifying potential vendor packages based on the desired functional requirements, and addressing outstanding questions or concerns. GHD will present the Functional Requirements in PowerPoint format (for ease of display and discussion) and the finalized Functional Requirements will be included as part of the software recommendation output. These functional requirements can be used by the City as part of future software procurement and selection processes.  GHD will create a summary report which identifies up to three (3) relevant CMMS and up DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 701 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) to three (3) relevant AM solutions for the City based on our findings. This report will provide information on the software, recommended platforms, and planning-level cost estimates based as determined by the established Functional Requirements. Software specification information will also be provided in tabular form for side-by-side comparison purposes.

Deliverables
• Draft and Final Summary Report on Asset Management/CMMS DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 702 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) Exhibit
B
Budget
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 703 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) Task # Task Description Mark Donovan ‐
Project Manager
Ryan Kristensen ‐
Deputy Project
Manager
Paul Hermann ‐
Program
Management Lead
Jamal Awad ‐
Technical Advisor
Services Lead
Mark Waer ‐ Lead
Process Engineer
Homayoun
Moghaddam ‐
Permitting
Hector Ruiz ‐ Project
Advisor
Senior Engineer ‐
Technical Lead: All
Disciplines
Project Engineer ‐ All
Disciplines
CAD Drafter
Administration
Support (Monica/
Emily)

GHD TOTAL
SPI
GSI
MNS
GHD Sub‐markup
(5%)

TOTAL HOURS
ODC's (3%)

TOTAL COST
$ 256.00 $ 171.00 $ 256.00 $ 256.00 $ 246.00 $ 256.00 $ 256.00 $ 256.00 $ 166.00 $ 141.00 $ 91.00 LS LS LS

1.1 Program Coordination and Management 76 92 32 40 32 20 16 16 16 16 24 81,900.00 $ $ 12,000.00 $ 2,000.00 $ 2,000.00 $ 800.00 380 2,937.00 $ $ 101,637.00

1.2 Project Funding 40 60 20,200.00 $ $ 2,000.00 $ 4,000.00 $ 2,000.00 $ 400.00 100 846.00 $ $ 29,446.00

1.3 Permitting 12 28 104 68 96 67,828.00 $ ‐ $ ‐ $ ‐ $ ‐ $ 308 2,034.84 $ $ 69,862.84

1.41.5 Project Coordination 40 48 20 12 24 24 36,768.00 $ ‐ $ $ 10,000.00 $ 10,000.00 $ 1,000.00 168 1,703.04 $ $ 59,471.04

1.6 Document Control 4 40 32 40 22,696.00 $ ‐ $ ‐ $ $ 20,000.00 $ 1,000.00 116 1,280.88 $ $ 44,976.88 Task 1 Sub‐totals 132 208 52 52 32 124 16 180 236 16 24 229,392.00 $ $ 14,000.00 $ 16,000.00 $ 34,000.00 $ 3,200.00 1072 8,801.76 $ $ 305,393.76 2 Environmental Documentation Support 40 80 24 24 24 12 48 64 80 40 83,016.00 $ $ 4,000.00 $ 2,500.00 $ 2,500.00 $ 450.00 436 2,760.48 $ $ 95,226.48 Task 2 Sub‐totals 40 80 0 24 24 24 12 48 64 80 40 83,016.00 $ $ 4,000.00 $ 2,500.00 $ 2,500.00 $ 450.00 436 2,760.48 $ $ 95,226.48

3.1 DB Entity Procurement Services 80 24 80 $ 45,064.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 150.00 184 1,441.92 $ $ 49,655.923.2 Design Project Meetings 154 184 92 100 100 16 96 104 190,576.00 $ ‐ $ ‐ $ ‐ $ ‐ $ 846 5,717.28 $ $ 196,293.28

3.2.1 Building and Safety Code Compliance Meetings 8 12 12 7,112.00 $ ‐ $ ‐ $ ‐ $ ‐ $ 32 213.36 $ $ 7,325.36

3.3 Design and GMP Development Phase 152 160 96 72 124 96 100 186,936.00 $ $ ‐ 25,000.00 $ ‐ $ $ 1,250.00 836 6,358.08 $ $ 219,544.08

3.3.1 Building and Safety Code Compliance 10 30 48 18,208.00 $ ‐ $ ‐ $ ‐ $ ‐ $ 88 546.24 $ $ 18,754.24 Task 3 Sub‐totals 386 368 268 172 224 34 0 234 264 0 0 422,576.00 $ $ 26,000.00 $ 1,000.00 $ 1,000.00 $ 1,400.00 1986 13,517.28 $ $ 491,572.88 SUBTOTAL OF TASKS 1‐3 892,193.12 $

4.1 Program Management Technical Support 163 437 $ 116,455.00 $ ‐ 600 3,493.65 $ $ 119,948.65

4.2 Design Criteria Development 20 40 20 20 20 235 20 67,950.00 $ $ ‐ 375 2,038.50 $ $ 69,988.50

4.3 General Process Technical Support $ ‐ 0 $ ‐ $ ‐

4.3.1 Arcadia Treatment Plant Baseline Performance Evaluation 10 10 10 30 12,560.00 $ $ 14,800.00 $ 1,776.00 60 820.80 $ $ 29,956.80

4.3.2 Pilot Plant Technical Support 20 20 70 21,660.00 $ $ 24,000.00 $ 2,880.00 110 1,369.80 $ $ 49,909.80

4.4 Asset Management/CMMS Technical Support 60 80 28,640.00 $ $ ‐ 140 859.20 $ $ 29,499.20 Task 4 Sub‐totals 213 477 20 30 50 0 60 0 415 0 20 247,265.00 $ $ ‐ 38,800.00 $ ‐ $ $ 4,656.00 1285 1,334.40 $ $ 299,302.95 TOTAL (Including Optional Tasks) 771 1133 340 278 330 182 88 462 979 96 84 982,249.00 $ $ 82,800.00 $ 19,500.00 $ 37,500.00 $ 9,706.00 4779 25,079.52 $ $ 1,191,496.07 % Contribution on Project 16% 24% 7% 6% 7% 4% 2% 10% 20% 2% 2% Task 4 – Optional Tasks
5/22/2019
Task 1 – Program Management
Task 2 – Environmental Documentation Support
Task 3 – Technical Support for Design Build (Contract 3)

NOT USED BY CITY
City of Santa Monica ‐ Owner’s Engineer for the Olympic Well Field Restoration and Arcadia Water Treatment Plant Expansion Project

PROPOSED TOTAL FEE
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 3.D.i Packet Pg. 704
Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) Exhibit C
Insurance Requirements and Verifications
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 705 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) 1 Professional Services Agreement Insurance Requirements – Template 1 Professional Liability Insurance Required
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 and 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 (Insurance Services Office Form CG 25 04) 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 Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), 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).

4. Professional Liability: Insurance appropriate to the Consultant’s profession with limits of no less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate.

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

Other Insurance Provisions

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Packet Pg. 706 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) 2 behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL 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, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, the Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 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 volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it. c. Notice of Cancellation: 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: 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.

Self-Insured Retentions
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 retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Santa Monica.

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

Claims Made Policies

1. If the Professional Liability policy provides “claims made” coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.

DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 707 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) 3 b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.

Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). 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.

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: B0493407-C299-4FAB-898F-3B47BB3E2EB7

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Packet Pg. 708 Attachment: CT #10873 (CCS) - Original Contract (5066 : Olympic Restoration and Arcadia Expansion Project MND Addendum) City Council
Report
City Council Meeting: June 14, 2022
Agenda Item: 3.E
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To: Mayor and City Council
From: Edward F King, Director, Department of Transportation, Transit Safety & Training
Subject: Approval of Contract Modification with Universal Protection Services, LP dba Allied Universal Security Services for Parking Structure Security Services Recommended Action
Staff recommends that the City Council:

1. Authorize the Procurement Manager to issue a change order to purchase order #22101027 in the amount of $96,332 with Universal Protection Service, LP dba Allied Universal Security Services to provide parking structure security services for the Department of Transportation. This recommendation is made as an exception to the competitive bidding process pursuant to Section 2.24.250(g) and would result in a revised purchase order total not to exceed $339,132 with future year funding contingent on Council budget approval; and

2. Approve a cumulative total for Universal Protection Service, LP not to exceed $517,165 from December 1, 2018, through December 31, 2022.

Summary
The City manages and maintains eight public parking structures in the City’s downtown.

The parking structures, which also include public restrooms and refuse enclosures, enhance accessibility to downtown restaurants, retail, and other businesses for those visiting and working in downtown. As part of the City’s commitment to a Clean and Safe Santa Monica, the City contracts with Allied Universal Protection Services to provide security services in these parking facilities. To secure continued access to the facilities within the parking structures for use by all, the City issued a purchase order for temporary security services. This purchase order will reach its authorized not-to-exceed threshold on June 30, 2022.

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To maintain continuity of services while a long-term security strategy is being contemplated, staff recommends that Council approve a change order to increase the existing purchase order by $96,332. This amount includes $10,000 in contingency to account for an increase in the Living Wage Ordinance effective July 2022. The cumulative total of the purchase order with modifications will be $517,165. Staff anticipates that this will fund security services through December 31, 2022.

Discussion
The City manages and maintains parking structures 1, 2, 4, 5, 6, 9, and 10 in the downtown area. The Santa Monica Police Department originally issued purchase orders with Universal in 2018 to provide security services in response to issues with significant property crime in parking structures 1 through 6, particularly Burglary Theft From Motor Vehicles (BTFMV) crimes. As a result of the enhanced security, the City saw a 51% decrease in BTFMV crimes in 2019. However, due to the COVID-19 pandemic, these services were terminated in April of 2020.

In early 2021, the City saw an increase in reports of vandalism, trash, human waste, and other safety concerns at the downtown parking structures. To make the parking facilities safer for the public, Public Works staff negotiated with Universal, who agreed to resume their services at the rates established in 2018 to expeditiously engage security services. Due to the urgent nature of the services needed, the City proceeded to issue a new purchase order in February 2021 with an exception to the competitive process pursuant to Santa Monica Municipal Code (SMMC) section 2.24.250(g) to provide urgent and temporary relief from the misuse and access issues.

Due to the pandemic and the inconsistency in the use of the parking structures because of stay-at-home orders and other restrictions in 2020-2021, the crime data for that period does not accurately reflect the value of providing security services in the parking structures. However, data provided by the Police Department shows that in 2018 (presecurity services), the City experienced 365 BTFMV crimes; in 2019, after contracting with Allied Universal, BTFMV crimes decreased to 180. Staff believes that the 51%

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decrease in BTFMV crimes demonstrates the need to provide security services at the parking structures to keep patrons, vehicles, and the structures safe.

BTFMV Incidents in Parking Structures 2017-2021
In November of 2021, the Council authorized a change order to increase the cumulative not-to-exceed amount of the purchase order to $420,833 while staff negotiated the inclusion of long-term security services for the downtown parking facilities with Downtown Santa Monica Inc. (DTSM). The intent was to include parking facility security as part of the DTSM Maintenance Services Agreement for FY 2021-22. However, negotiations with DTSM were unsuccessful.

In March of 2022, responsibility for parking structure security was reassigned to the Department of Transportation. Universal has agreed to continue security services until December 31, 2022, for a six-month period at a cost not-to-exceed $96,332. A change order to the City’s current purchase order for security services with Universal would ensure continuity of the services until a long-term agreement is procured through a competitive bidding process before the end of the calendar year.

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Past Council Actions
Meeting Date Description
11/9/2021
(attachment A)
Authorization of a Change Order to Purchase Order 22101027 with Universal Protection Service, LP dba Allied Universal Security Services to Provide Services for the Public Works Department Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the General Fund to increase the amount of the purchase order with Allied Universal Protection Service, LP by $96,332 for security services. Funds are available in the General Fund budget.

Future year funding is contingent on Council budget approval.

Purchase Order Modification Request
P.O.#
Current
Authorized
Amount
FY 2022-23
Budget
Modification
Request Department Account # Total P.O. Amount
22000217
21901465
$125,951
$52,442 01180001-536000
$125,951
$52,442
22101027 $120,000 01500001.550010 $120,000
$122,800 01800004.553220 $122,800
$96,332 01800004.553220 $96,332
TOTAL $420,833 $96,332 $517,165
Prepared By: Liseth Guizar, Transit Safety and Training Manager, Big Blue Bus Approved Forwarded to Council

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Attachments:

A. Authorize Change Order to Purchase Order 22101027 with Universal Protection Service, LP dba Allied Universal Security Services to Provide Services (Web Link)
B. 02_CSA_-_Allied_Universal_Security.docx
C. OAKS INITIATIVE FORM-04.26.22

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Contract No. 4862(CCS)

CONTRACTUAL SERVICES AGREEMENT
This Contractual Services Agreement (“Contract”), entered into as of (“Execution Date”), by and between the CITY OF SANTA
MONICA, a municipal corporation (“City”), and Universal Protection Services, LP dba Allied Universal Security Services (“Universal”), is made with reference to the following: RECITALS:

B. Universal is qualified to do business, and is doing business, in the State of California.

Universal represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Contract.

C. The City and Universal desire to enter into an agreement for the Universal to provide contractual services to the City as set forth herein, upon the terms and conditions set forth below.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates on June 30, 2022, unless sooner terminated in accordance with Section 14.

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

3. City Services. The City agrees to:

3.1 Make available to Universal 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 forstaff review by Universal.

4. Compensation. The City will compensate Universal for the Services performed in an amount not to exceed TWO HUNDRED AND FORTY-TWO THOUSAND EIGHT HUNDRED DOLLARS ($242,800), as set forth in Exhibit B.

5. Invoices. Universal will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.

3.E.b
Packet Pg. 714 Attachment: 02_CSA_-_Allied_Universal_Security.docx (5086 : Contract Modification for Security Services) - 2 -
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:

Public Works Department
City of Santa Monica
1685 Main St, Mail Stop 18
Santa Monica, California 90401
Attention: Rick Valte
Re: Contract No. 4562
with a copy to:

Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: Susan Cola
Re: Contract No. 4562

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

Universal Protection Services, LP dba Allied Universal Security Services 3000 S. Robertson Blvd., Suite 100
Los Angeles, CA 90034, USA
Attention: Ruben Karapetyan
Attention: Ruben Karapetyan
Re: Contract No. 4562

7. Independent Parties. Both parties to this 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 Universal or any of Universal’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.

This Agreement may be modified only by written agreement signed by City and Universal, and approved as to form by the City Attorney.

9. Insurance. Prior to commencing work, Universal 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 Universal or Universal’s agents, representatives, employees or subconsultants for the duration of this Agreement.

DocuSign Envelope ID: 599B92AC-BE2B-4A8C-9CF1-D7D20932B964

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Universal 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 Universal 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 attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the act, errors, and/or omissions of Universal, or Universal’s employees, agents, officers, and subconsultants. Universal’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 Universal, its employees, agents or officers, or subconsultants; provided, however, that Universal’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 Universal’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Universal, if City chooses to do so.

10.2 Enforcement Costs. Universal 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 Universal may not assign, hypothecate, or transfer this 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 Universal or of any general partner or joint venturer or syndicate member of Universal, if a partnership or joint venture or syndicate exists, which results in changing the control of Universal, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.

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

DocuSign Envelope ID: 599B92AC-BE2B-4A8C-9CF1-D7D20932B964

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

14. Default and Termination.

14.1 If Universal fails or refuses to perform any of the provisions of this 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 Agreement by written notice to Universal.

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

15. Compliance with Law. Universal 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. Universal 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. Universal may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

18. Records.

18.1 Universal 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. Universal 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 Universal must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles.

Universal must clearly identify all records and make them readily accessible to the City. At the City’s request, Universal must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronicrecords.

18.3 Universal must allow the City to have free access to Universal’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit Universal's records, and Universal agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by Universal, Universal 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.

DocuSign Envelope ID: 599B92AC-BE2B-4A8C-9CF1-D7D20932B964

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19. Work Product; Reports.

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

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

20. Standard of Care. Universal 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 Universal’s profession currently practicing in the same locality under similar conditions.

21. Subconsultants.

21.1 If Universal proposes to have any subconsultant perform any part of the Services, Universal 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 Universal will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between Universal 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 purchase order 22101027 entered into between the City of Santa Monica and Universal on 2/5/2021.

DocuSign Envelope ID: 599B92AC-BE2B-4A8C-9CF1-D7D20932B964

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22. Venue and Jurisdiction. The City and UNIVERSAL agree that the Services will take place in Los Angeles County. Any litigation arising out of this 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 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 Agreement.

23. Survival of Provisions and Obligations. Any provision of this 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 Agreement.

24. Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification. Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).

25. Exhibits. The following exhibits are incorporated by reference into this Contract as though fully set forth herein.

Exhibit A Scope of Services
Exhibit B Budget
Exhibit C Insurance Requirements
DocuSign Envelope ID: 599B92AC-BE2B-4A8C-9CF1-D7D20932B964

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26. Counterparts. This Contract may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification. Any signature to this Contract transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).

In witness whereof, the parties have caused this Contract 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
SDI Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: 599B92AC-BE2B-4A8C-9CF1-D7D20932B964 Joseph Lawrence
Interim City Attorney
2/21/2022
Allied Universal Security Services
Ruben Karapetyan
General Manager
2/21/2022
David White
2/28/2022
Denise Anderson-Warren City Manager
City Clerk
3/1/2022

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Packet Pg. 720 Attachment: 02_CSA_-_Allied_Universal_Security.docx (5086 : Contract Modification for Security Services) Exhibit A
Scope of Services
The general scope of services shall be to supply all labor, materials, equipment and incidentals necessary for Allied Universal to provide appropriate unarmed security guard services at the Santa Monica Downtown Parking Structures 1, 2, 3, 4, 5, 6, 9, and 10.

General performance criteria shall include but not be limited to providing an unarmed security guard service to:
• Monitor the public access to the listed parking structures and related premises during hours specified.
• Perform inspection, detection and investigation of all security-related incidents, violations of regulations and matters of public safety in the parking structures and report same to appropriate authorities.
• Prepare and submit written reports if directed.
• Respond promptly and appropriately to all security-related emergencies.

REQUIRED DUTIES:

The City of Santa Monica requires unarmed security services for the City of Santa Monica’s Parking Structures 1, 2, 3, 4, 5, 6, 9, and 10 with a commencement date of Monday, February 8, 2021.

Allied Universal shall provide unarmed security services in 8-hour shifts, 7 days per week through the end of October 2021. The 8-hour shift will be between the hours of 2200 to 0600. Allied Universal will provide TWO security officers per shift. One security officer will be assigned the even number parking structures and the other will be assigned the odd number parking structures. The City of Santa Monica shall reserve the right to adjust hours, shifts, and days under this scope of work.

Specific security officer duties include but are not limited to:

General:
1) Patrol each specified parking structure to provide a visible presence to discourage theft, vandalism or unauthorized activity.
2) Ensure elevators and stairwells are clear, public restrooms remain locked, trash enclosures and storage areas are secured and unoccupied by unauthorized persons, and any issues are addressed in support of customer, business and resident use of the facilities. 3) Notify the appropriate law enforcement agency immediately of any unlawful activity. 4) Interface with the Santa Monica Police Department or any law enforcement agency responding to the parking structures when necessary.
5) All security officers must be prompt and on time.
6) Security officer shall wear a uniform with name badges. 7) Security officer will utilize an electric cart vehicle to traverse the structures. 8) Security officer will deploy on foot when necessary. 9) The electric vehicles shall have visible company identification at all times. 10) Security officers shall be equipped with portable communication devices permitting communication with company headquarters and/or with appropriate law enforcement agencies.
11) Allied Universal shall be provided with a current copy of all Municipal Ordinances applicable to the eight parking structures. Allied Universal shall ensure any and all security officers assigned to perform the work under this scope of services are familiar with, have read and understand all such ordinances.
12) Allied Universal shall work with the DTSM Contract Manager to develop and implement a security patrol checkpoint system (QR code, or other industry standard) for review and DocuSign Envelope ID: 599B92AC-BE2B-4A8C-9CF1-D7D20932B964

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Packet Pg. 721 Attachment: 02_CSA_-_Allied_Universal_Security.docx (5086 : Contract Modification for Security Services) approval by the DTSM and deploy the approved plan within 15 business days of the service commencement date.

Emergencies:
1) Security officers shall respond to all requests for emergency assistance regardless of the nature of the emergency.
2) Upon determination of the nature of the emergency, the security officer shall immediately notify the appropriate law enforcement agency, fire department and/or medical aid provider as required.

Medical aid administered by the security officer shall be only to the extent that the officer is qualified to administer in accordance with the officer’s level of certification Reports:
1) Allied shall provide daily reports to the Downtown Santa Monica (DTSM) Contract Manager. 2) In the event of an unusual occurrence, Allied Universal shall submit an Incident Report to the DTSM Contract Manager.
3) Allied may use company forms, subject to prior approval of the DTSM Contract Manager.

PERSONNEL:

Security officers assigned to perform work shall wear uniforms at all times. These uniforms must clearly identify the name of Allied Universal and the name of the individual security guard, in conformance with California State requirements. This identification may be accomplished through the use of shoulder patches, silk screening or stitched company emblems, insignias or logos.

Security officers employed by Allied Universal to perform work shall:
• Be able to communicate effectively in both written and oral formats. • Possess a valid California Driver’s License
• Have successfully completed the educational requirements and successfully passed the examinations required by the State of California, Department of Consumer Affairs, including the Power to Arrest courses.
• Be physically and emotionally capable of performing the assigned tasks.

The City of Santa Monica and DTSM Contract Manager expressly retains the right to request any specific Allied Universal personnel be precluded from providing services to the City under this scope of services.

The City or DTSM contract manager is not required to provide any reason for requested removal of specified personnel. Allied shall effectuate removal of the requested personnel within three (3) business days.

EQUIPMENT:

Allied Universal shall furnish all equipment necessary to perform the work as described herein. All equipment shall be kept in good repair and shall conform to all federal, state and local requirements.

Required equipment shall include but not be limited to:
• Electric Cart Vehicle to perform security inspections during shift. Allied Universal shall coordinate charging location with the DTSM Contract Manager. • Radio communication equipment. Allied Universal shall maintain a radio communication system providing for direct voice communication between the security patrol officer, a central dispatch center and appropriate law enforcement agency. • Flashlight.

DocuSign Envelope ID: 599B92AC-BE2B-4A8C-9CF1-D7D20932B964

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Packet Pg. 722 Attachment: 02_CSA_-_Allied_Universal_Security.docx (5086 : Contract Modification for Security Services) Exhibit B
Budget
Purchase Order 22101027
PRICING (February 8,2021 – October 8, 2021):

Services will be performed based on previous rates established Security Officer hourly rate: $24.97
Electric cart monthly rate: $410
Not to exceed amount $120,000
Account: 01500001.550010
Modification to Purchase Order
PRICING (October 9,2021 – June 30, 2022):

Services will be performed based on previous rates established Security Officer hourly rate: $27.54
Security Officer OT rate: $41.30
Electric cart monthly rate: $430
Not to exceed amount $122,800
Account: 01800004.553220
DocuSign Envelope ID: 599B92AC-BE2B-4A8C-9CF1-D7D20932B964

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Packet Pg. 723 Attachment: 02_CSA_-_Allied_Universal_Security.docx (5086 : Contract Modification for Security Services) Exhibit C
Insurance Requirement
Contractor 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 Contractor, its agents, representatives, employees or subcontractors.

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

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

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

Other Insurance Provisions

1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: 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 Contractor including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37).

DocuSign Envelope ID: 599B92AC-BE2B-4A8C-9CF1-D7D20932B964

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Packet Pg. 724 Attachment: 02_CSA_-_Allied_Universal_Security.docx (5086 : Contract Modification for Security Services) b. Primary Coverage: For any claims related to this Agreement, the Contractor’s insurance shall be primary coverage as least as broad as Insurance Services Office Form CG 20 01 04 13 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 volunteers shall be in excess of the Contractor’s insurance and shall not contribute with it.
c. Notice of Cancellation: 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: Contractor hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Contractor may acquire against the City of Santa Monica by virtue of payment of any loss. Contractor 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.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Santa Monica for all work performed by the Contractor, its employees, agents and subcontractors.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Contractor to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the name insured or the City of Santa Monica.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California 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
Contractor shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). 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 Contractor’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.

DocuSign Envelope ID: 599B92AC-BE2B-4A8C-9CF1-D7D20932B964

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Packet Pg. 725 Attachment: 02_CSA_-_Allied_Universal_Security.docx (5086 : Contract Modification for Security Services) Failure to Maintain Insurance Coverage
If Contractor, 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 Contractor resulting from said breach.

Subcontractors
Contractor 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 Contractor does not have employees. The Contractor must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.

DocuSign Envelope ID: 599B92AC-BE2B-4A8C-9CF1-D7D20932B964

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Packet Pg. 726 Attachment: 02_CSA_-_Allied_Universal_Security.docx (5086 : Contract Modification for Security Services) DocuSign Envelope ID: 599B92AC-BE2B-4A8C-9CF1-D7D20932B964

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Packet Pg. 727 Attachment: 02_CSA_-_Allied_Universal_Security.docx (5086 : Contract Modification for Security Services)

3.E.c
Packet Pg. 728 Attachment: OAKS INITIATIVE FORM-04.26.22 [Revision 1] (5086 : Contract Modification for Security Services)

3.E.c
Packet Pg. 729 Attachment: OAKS INITIATIVE FORM-04.26.22 [Revision 1] (5086 : Contract Modification for Security Services) City Council
Report
City Council Meeting: June 14, 2022
Agenda Item: 3.F
1 of 5
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Architecture Services Subject: Approval of Sixth Modification to Agreement 10667(CCS) with Siemen's for the Smart Building Commissioning (SBCx) of the Building Automation System (BAS)
Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and execute a sixth modification to agreement #10667(CCS) in the amount of $290,000 (includes a 10% contingency) with Siemens Industry Inc. (Siemens) to perform building optimization services for the Public Safety Facility (PSF), City Hall, and Main Library.

This would result in a five-year contract with a new total amount not to exceed $1,505,847.

Summary
The City uses Siemens proprietary Building Automation Systems (BAS) in 11 City facilities to improve facility systems and equipment and manage system reliability and performance. A BAS is a computer-based control system installed in buildings that controls and monitors the building's mechanical and electrical equipment such as ventilation, lighting, power systems, fire systems, and security systems to ensure the reliable and efficient operation of the building and provide data on how to realize energy savings and other benefits. Staff recommends a modification to the Siemens agreement to implement Smart Building Commissioning (SBCx) services in facilities with a BAS.

Siemens would utilize the newly upgraded BAS to perform Smart Building Commissioning (SBCx) for the Main Library, Public Safety Facility, and City Hall East as a way to ensure the City’s largest facilities are running at optimal efficiency.

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In 2018, the City Council awarded a five-year contractual services agreement to Siemens for a not-to-exceed contract of $1,215,847 for BAS equipment upgrades using a National Joint Powers Alliance (NJPA) proposal. SBCx works with a building’s BAS to monitor and manage facility systems and provides facility teams with information to operate building systems more efficiently and reliably, extending equipment lifespans, enabling staff to respond and repair equipment more quickly and, allowing for the most efficient operation of City buildings, which ultimately, reduces both operating costs and the City’s carbon emissions. Staff seeks authorization for the sixth modification with Siemens for these SBCx services in the amount of $290,000, for a new BAS amount not to exceed $1,505,847. All previous modifications to the contract were for extensions of time only, largely due to COVID-related impacts.

Discussion
In 2017, NJPA solicited and issued a request for proposals (RFP) #031517 for the procurement of facility security equipment, systems, and services with related equipment and supplies. Upon completion of the RFP process, a contract was established with Siemens which includes manufacturer volume discounts and rebates for NJPA members, a multi-year contract term, and price verification mechanisms to assure pricing compliance and accuracy. NJPA contracts are supported and widely used by government agencies throughout the United States. As a member, the City of Santa Monica can participate in NJPA contracts and subsequently entered into Agreement #10667 (CCS) with Siemens in 2018 for building automation system upgrades.

The City currently uses a proprietary Siemens Industry Inc. BAS to monitor and control the mechanical systems and energy usage at the Public Safety Facility, City Hall, City Hall East, Main Library, Pico Library, Ken Edwards Center, Parking Structure 6, Annenberg Beach House, Virginia Ave. Park, Fire Station 1, and the City Yards. The BAS uses computerized controls and real-time graphics to provide staff with status on the heating, ventilation, and air conditioning (HVAC) equipment in a building without requiring multiple trips to the site, helping to avert unexpected problems and extend equipment life expectancy.

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Over time, the efficiency of the building systems decreases and inefficiencies start to occur. This happens for a variety of reasons:
• Building system settings are changed;
• Mechanical systems require calibration; and
• Equipment becomes obsolete.

A building operating out of alignment will experience downtime, inefficient use of energy and shorter HVAC system life cycles, leading to increased operating and capital costs.

Siemens would utilize the newly upgraded BAS to perform SBCx for the Main Library (built in 2006), Public Safety Facility (built in 2004), and City Hall East (built in 2020) to ensure the City’s largest facilities are running at optimal efficiency. The process would ensure equipment is in peak operational order, identify issues, and verify that the original sequence of operation is appropriate for each building and current usage patterns. Siemens would also provide a corrective actions matrix so staff can review the systems holistically and correct any issues, allowing the equipment to work most efficiently. SBCx services would help align existing building assets with the current needs of the City by:
• Reducing unexpected critical system failures that result in costly downtime; • Extending the lifespan of equipment;
• Helping to reduce the impacts of unplanned capital expenditures; • Improving the performance of systems and spaces while minimizing hot/cold calls and other, similar comfort complaints; and
• Reducing operating costs and energy consumption.

Siemens would then review the changes and ensure optimal building performance is obtained at each of the three sites. Siemens conducted an assessment of the three

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sites and estimates the City would save approximately $209,000 in energy and maintenance costs in the first twelve months and realize a full return on investment after approximately 20 months.

Past Council Actions
Meeting Date Description
4/24/2018
(Attachment A)
Council authorization for an agreement with Siemens
Industry, Inc., for facility security equipment, systems and services, including related equipment and supplies, and for building automation system upgrades and expansion.

Financial Impacts and Budget Actions
Staff seeks authority to approve funding from the General Fund to increase the amount of the agreement with Siemens Industry Inc. to perform a SBCx process on three existing buildings. Funds are available in the FY 2021-22 Adopted Budget in the Public Works Department.

Agreement Modification Request
Agreement #
Current Authorized
Amount
Modified Request
Amount
FY 2021-22 Budget
Dept/CIP Account #
Total Revised
Contract Amount
10667 $1,215,847 $0 C0104580.689000 $1,215,847
10667 $0 $290,000 01500020.529145 $ 290,000
Total $1,505,847
Prepared By: Amber Richane, Architectural Associate
Approved Forwarded to Council
Attachments:

A. Siemens_Staff Report 4-24-18

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B. CSA 10667 SIEMENS
C. Mod 1_Siemens
D. Mod 2_Siemens
E. Mod 3_Siemens
F. Mod 4_Siemens
G. Mod 5_Siemens
H. Siemens Oaks

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City Council
Report
City Council Meeting: April 24, 2018
Agenda Item: 3.L
1 of 4
To: Mayor and City Council
From: Joseph Cevetello, Chief Information Officer, Information Services Department Susan Cline, Director, Public Works Department
Subject: Contractual Services Agreement for Facility Security Equipment and Services Recommended Action
Staff recommends that the City Council:

1. Authorize the City Manager to negotiate and execute an agreement with Siemens Industry, Inc. (Siemens), a California-based company, facility security equipment, systems and services, including related equipment and supplies in an amount not to exceed $1,500,000 over five years, with future year funding contingent on Council budget approval; and

2. Authorize the City Manager to negotiate and execute an agreement with Siemens for building automation system upgrades and expansion in an amount not to exceed $1,215,847 (including a 10% contingency).

These recommended awards are made as an exception to the competitive bidding process pursuant to Section 2.24.080 (b), in a total amount not to exceed $2,715,847.

Executive Summary
The City utilizes access control and building automation system (BAS) equipment installed at various City facilities to control facility access, mechanical systems, and energy use. These systems require regular maintenance, upgrades, and enhancements to both hardware and software components. To accommodate the necessary repairs and expansion of the facility access control and BAS systems throughout City facilities, staff recommends entering into contracts with Siemens in an amount not to exceed $1,500,000 over five years for access control and in an amount not to exceed $1,215,847 (including a 10% contingency) for building automation systems, which would result in a total amount not to exceed of $2,715,847. For the first year, staff anticipates spending a total of $300,000 on access control and the entire $1,215,847 on BAS equipment and services, for a total first year amount of $1,515,847.

Background

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Packet Pg. 735 Attachment: Siemens_Staff Report 4-24-18 (5108 : 6th Mod - Siemen's Bldg Mgmt System) 2 of 4
The need for facility access control (both internally and externally as needed) and BAS improvements and modifications at City buildings such as the Library, City Hall, Public Safety Facility, and other locations, has grown over the years. The access control requests are the result of retrofits to various areas of City Hall stemming from the construction of the City Services Building and the need to enhance security at City locations. The BAS requests are largely the result of needing additional monitoring and control of additional systems or sites throughout the City. Installation and maintenance of both of these types of systems require the services of certified service experts, such as Siemens, that specialize in such control systems.

Discussion
Facility Access Control
Awarding a multi-year purchase order to Siemens will give staff the flexibility to schedule service calls and projects as needed to complete a significant backlog of pending projects and address new installation requests.

Staff is currently working to implement a comprehensive security and access strategy and has identified six priority locations as well as 20 to 30 additional locations where access control should be installed and standardized before the City Services Building (CSB) opens in 2020.

Facility Building Automation System
The City currently uses a proprietary Siemens Industry BAS to monitor and control the mechanical systems and energy usage at six existing facilities (Public Safety Facility, City Hall, Ken Edwards Center, Parking Structure 6, Annenberg Beach House, Pico Library) and is scheduled to add two additional sites as part of their new construction (City Services Building and Fire Station 1). A portion of the hardware and software from the existing system has reached the end of its useful life, is no longer supported by Siemens, and must be replaced. In addition to these necessary repairs, staff recommends expansion of the system by installing and equipping four additional sites with Siemens BAS controls (Main Library, Virgina Avenue Park Teen and Park Centers, Fire Station 2, Airport Administration Building).

3.F.a
Packet Pg. 736 Attachment: Siemens_Staff Report 4-24-18 (5108 : 6th Mod - Siemen's Bldg Mgmt System) 3 of 4
Siemens BAS provides computerized controls and real time graphics to let staff see what is happening with the heating, ventilation, and air conditioning (HVAC) equipment in a building without multiple trips to the site, thereby saving on costly problem determination visits and simplifying maintenance operations. Computerized controls monitor HVAC equipment status and helps in heading off unexpected problems. They also help to maintain even temperatures and humidity levels within the facilities in order to provide measured comfort, which then leads to reduction of overrunning the equipment and hence saving energy. Moreover, running the equipment less and controlling it more efficiently reduces wear and tear, keeps maintenance costs down, and extends equipment life expectancy. The automated fault detection and diagnostics of these newer systems have been found to help reduce downtime and operations and maintenance costs by as much as 30%.

Vendor Selection
In 2017, National Joint Powers Alliance (NJPA) solicited and issued request for proposals (RFP) #031517 for the procurement of facility security equipment, systems, and services with related equipment and supplies. Upon completion of the RFP process, a contract was established with Siemens, which includes manufacturer volume discounts and rebates for NJPA members, a multi-year contract term, and price verification mechanisms to assure pricing compliance and accuracy. NJPA contracts are supported and widely used by government agencies throughout the United States.

As a member, the City of Santa Monica can participate in NJPA contracts. By entering into a contract with Siemens, all pricing would be based on NJPA contract # 031517- SIE.

Section 2.24.080 (b) of the Municipal Code allows exception to competitive bid procedures when such competitive bid procedures have already been utilized, such as in purchasing from Federal, State, County, City or special district government agencies, or from cooperative purchasing agencies consisting of such agencies.

Financial Impacts and Budget Actions

3.F.a
Packet Pg. 737 Attachment: Siemens_Staff Report 4-24-18 (5108 : 6th Mod - Siemen's Bldg Mgmt System) 4 of 4
The agreement to be issued to Siemens for access control is for an amount not to exceed $1,500,000 over five years. Funds for access control related equipment and services are included in the proposed FY 2017-18 budget within departments’ budgets. Budget authority for subsequent years will be requested in each budget for Council approval. Future year funding is contingent on Council budget approval.

The agreement to be issued to Siemens for BAS improvements is for an amount not to exceed $1,215,847 (including a 10% contingency). Funds are available in the FY 2017-18 Capital Improvement Program budget in the Public Works Department. The agreement will be charged to the following account: M010085.589000.

Prepared By: Ivo Nkwenji, Lead Systems Analyst, Information Systems Approved Forwarded to Council
Attachments:

A. OAKS Initiative Form Siemens

3.F.a
Packet Pg. 738 Attachment: Siemens_Staff Report 4-24-18 (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 739 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 740 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 741 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 742 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 743 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 744 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 745 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 746 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 747 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 748 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 749 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 750 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 751 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 752 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 753 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 754 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 755 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 756 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 757 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 758 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 759 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 760 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 761 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.b
Packet Pg. 762 Attachment: CSA 10667 SIEMENS (5108 : 6th Mod - Siemen's Bldg Mgmt System) 1 FIRST MODIFICATION OF AGREEMENT NO. 10667 (CCS)
This First Modification of Agreement Number ____ (CCS) (“First Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and SIEMENS INDUSTRY, INC. (SIEMENS INDUSTRY) is made with reference to the following:

RECITALS
A. On or about August 9, 2018 , the City and SIEMENS INDUSTRY entered into Agreement Number 10667 (CCS) for building automation system upgrades and expansion (“Original Agreement”).

B. The City and SIEMENS INDUSTRY desire to modify the Original Agreement to extend the contract term.

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

1. Section 1 of the Original Agreement entitled “Term” shall be deleted in its entirety and replaced with the following paragraph:

Term. This Agreement begins on the Execution Date and terminates on June 30, 2020, unless terminated earlier as set forth in the Original Agreement or extended by the parties in writing.
\\
\\
\\
DocuSign Envelope ID: 35165069-533E-40A4-ADF3-CCD1D9BEE949 2/4/2020

3.F.c
Packet Pg. 763 Attachment: Mod 1_Siemens (5108 : 6th Mod - Siemen's Bldg Mgmt System) 2 2. 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
SIEMENS INDUSTRY Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 35165069-533E-40A4-ADF3-CCD1D9BEE949 2/4/2020
City Attorney
Lane Dilg
Julie Slick
2/4/2020
Sales Manager
Siemens
City Manager
Rick Cole
2/4/2020
City Clerk
Denise Anderson-Warren
2/5/2020

3.F.c
Packet Pg. 764 Attachment: Mod 1_Siemens (5108 : 6th Mod - Siemen's Bldg Mgmt System) 1 SECOND MODIFICATION OF AGREEMENT NO. 10667 (CCS)
This Second Modification of Agreement Number 10667(CCS) (“Second Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and SIEMENS INDUSTRY, INC. (“SIEMENS INDUSTRY”) is made with reference to the following:

RECITALS
A. On or about August 9, 2018, the City and SIEMENS INDUSTRY entered into Agreement Number 10667 (CCS) for building automation system upgrades and expansion (“Original Agreement”).

B. On or about February 4, 2020, the City and SIEMENS INDUSTRY entered into a First Modification of Agreement Number 10667 (CCS) (“First Modification”) which modified the Original Agreement to extend the contract term to June 30, 2020. The Original Agreement and First Modification may be referred to collectively herein as “the Agreement.” C. The City and SIEMENS INDUSTRY desire to modify the Original Agreement to extend the contract term.

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

1. Section 1 of the Original Agreement entitled “Term” shall be deleted in its entirety and replaced with the following paragraph:

Term. This Agreement begins on the Execution Date and terminates on September 30, 2020, unless terminated earlier as set forth in the Original Agreement or extended by the parties in writing.

2. Except as expressly modified by this Second Modification, all other terms and conditions of the Original Agreement shall be and remain in full force and effect. \\
\\
DocuSign Envelope ID: FEEE9A08-49B1-4393-8134-DB3A8746FC95 7/9/2020

3.F.d
Packet Pg. 765 Attachment: Mod 2_Siemens (5108 : 6th Mod - Siemen's Bldg Mgmt System) 2 IN WITNESS WHEREOF, the parties have executed this Second 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
SIEMENS INDUSTRY, INC.
#VENDOR
By: _______________________________
DocuSign Envelope ID: FEEE9A08-49B1-4393-8134-DB3A8746FC95 7/5/2020
Interim City Attorney
George Cardona
Julie Slick
7/9/2020
Sales Manager
Siemens Industry, Inc
7/9/2020
Lane Dilg
City Clerk Interim City Manager
7/9/2020
Denise Anderson-Warren

3.F.d
Packet Pg. 766 Attachment: Mod 2_Siemens (5108 : 6th Mod - Siemen's Bldg Mgmt System) 1 THIRD MODIFICATION OF AGREEMENT NO. 10667 (CCS)
This Third Modification of Agreement Number 10667 (CCS) (“Third Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and SIEMENS INDUSTRY (“SIEMENS INDUSTRY”) is made with reference to the following:

RECITALS
A. On or about August 9, 2018, the City and SIEMENS INDUSTRY entered into Agreement Number 10667 (CCS) for building automation system upgrades and expansion (“Original Agreement”).

C. On or about July 9, 2020, the City and SIEMENS INDUSTRY entered into a Second Modification of Agreement Number 10667 (CCS) (“Second Modification”) which modified the Agreement to extend the contract term to September 30, 2020. The Original Agreement, First Modification, and Second Modification may be referred to collectively herein as “the Agreement.” D. The City and SIEMENS INDUSTRY desire to modify the Agreement to extend the contract term.

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

1. Section 1 of the Original Agreement entitled “Term” shall be deleted in its entirety and replaced with the following paragraph:

Term. This Agreement begins on the Execution Date and terminates on November 30, 2020, unless terminated earlier as set forth in the Original Agreement or extended by the parties in writing.

2. Except as expressly modified by this Third Modification, all other terms and conditions of the Original Agreement shall be and remain in full force and effect. \\
DocuSign Envelope ID: C2B9039A-3727-450D-9F4F-5815C559E187 9/30/2020

3.F.e
Packet Pg. 767 Attachment: Mod 3_Siemens (5108 : 6th Mod - Siemen's Bldg Mgmt System) 2 IN WITNESS WHEREOF, the parties have executed this Third 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
SIEMENS INDUSTRY Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: C2B9039A-3727-450D-9F4F-5815C559E187 9/27/2020
George Cardona
Interim City Attorney
Julie Slick
9/28/2020
Sales Manager
Siemens Industry Inc
Interim City Manager
Lane Dilg
9/30/2020
Denise Anderson-Warren
City Clerk
9/30/2020

3.F.e
Packet Pg. 768 Attachment: Mod 3_Siemens (5108 : 6th Mod - Siemen's Bldg Mgmt System) 1 FOURTH MODIFICATION OF AGREEMENT NO. 10667 (CCS)
This Fourth Modification of Agreement Number 10667 (CCS) (“Fourth Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and SIEMENS INDUSTRY (“SIEMENS INDUSTRY”) is made with reference to the following:

RECITALS
A. On or about August 9, 2018, the City and SIEMENS INDUSTRY entered into Agreement Number 10667 (CCS) for building automation system upgrades and expansion (“Original Agreement”).

D. On or about September 30, 2020, the City and SIEMENS INDUSTRY entered into a Third Modification of Agreement Number 10667 (CCS) (“Third Modification”) which modified the Agreement to extend the contract term to November 30, 2020. The Original Agreement, First Modification, Second Modification, and Third Modification may be referred to collectively herein as “the Agreement.” E. The City and SIEMENS INDUSTRY desire to modify the Agreement to extend the contract term.

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

1. Section 1 of the Original Agreement entitled “Term” shall be deleted in its entirety and replaced with the following paragraph:

Term. This Agreement begins on the Execution Date and terminates on June 30, 2021, unless terminated earlier as set forth in the Original Agreement or extended by the parties in writing.

2. Except as expressly modified by this Fourth Modification, all other terms and conditions of the Agreement shall be and remain in full force and effect. \\
DocuSign Envelope ID: 6D078BF3-60B6-4835-A4FF-C2B7FE3ED5DD 12/23/2020

3.F.f
Packet Pg. 769 Attachment: Mod 4_Siemens (5108 : 6th Mod - Siemen's Bldg Mgmt System) 2 IN WITNESS WHEREOF, the parties have executed this Fourth 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
SIEMENS INDUSTRY Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 6D078BF3-60B6-4835-A4FF-C2B7FE3ED5DD George Cardona
Interim City Attorney
12/5/2020
12/21/2020
Zach Weinman
Siemens Industry, Inc.

Sales Manager
12/23/2020
Interim City Manager
Lane Dilg
12/31/2020
Denise Anderson-Warren
City Clerk

3.F.f
Packet Pg. 770 Attachment: Mod 4_Siemens (5108 : 6th Mod - Siemen's Bldg Mgmt System) 1 FIFTH MODIFICATION OF AGREEMENT NO. 10667 (CCS)
This Fifth Modification of Agreement Number 10667 (CCS) (“Fifth Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and SIEMENS INDUSTRY (“SIEMENS INDUSTRY”) is made with reference to the following:

RECITALS
A. On or about August 9, 2018, the City and SIEMENS INDUSTRY entered into Agreement Number 10667 (CCS) for building automation system upgrades and expansion (“Original Agreement”).

E. On or about December 23, 2020, the City and SIEMENS INDUSTRY entered into a Fourth Modification of Agreement Number 10667 (CCS) (“Fourth Modification”) which modified the Agreement to extend the contract term to June 30, 2021. The Original Agreement, First Modification, Second Modification, Third Modification, and Fourth Modification may be referred to collectively herein as “the Agreement.”
F. The City and SIEMENS INDUSTRY desire to modify the Agreement to extend the contract term.

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

1. Section 1 of the Original Agreement entitled “Term” shall be deleted in its entirety and replaced with the following paragraph:

Term. This Agreement begins on the Execution Date and terminates on June 30, 2022, unless terminated earlier as set forth in the Original Agreement or extended by the parties in writing.

2. Except as expressly modified by this Fifth Modification, all other terms and DocuSign Envelope ID: BC559541-FE7E-418E-B59E-534DB07521D6 6/14/2021

3.F.g
Packet Pg. 771 Attachment: Mod 5_Siemens (5108 : 6th Mod - Siemen's Bldg Mgmt System) 2 conditions of the Agreement shall be and remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Fifth 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: BC559541-FE7E-418E-B59E-534DB07521D6 6/8/2021
Interim City Attorney
George S. Cardona
Zach Weinman
Siemens Industry, Inc.
6/8/2021
Sales Manager
Interim City Manager
Lane Dilg
6/14/2021
City Clerk
6/23/2021
Denise Anderson-Warren

3.F.g
Packet Pg. 772 Attachment: Mod 5_Siemens (5108 : 6th Mod - Siemen's Bldg Mgmt System)

3.F.h
Packet Pg. 773 Attachment: Siemens Oaks [Revision 1] (5108 : 6th Mod - Siemen's Bldg Mgmt System) City Council
Report
City Council Meeting: June 14, 2022
Agenda Item: 3.G
1 of 4
To: Mayor and City Council
From: Lori Gentles, Chief People Officer, Human Resources Department Subject: Approval of Third Modification to Agreement with BetterUp, Inc. for Care Program Support Services
Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and execute a third modification to agreement #11048 in the amount of $154,000 with BetterUp, Inc., to provide employee support services for one year, through June 30, 2023. This will result in a three-year amended agreement with a new total amount not to exceed $446,500. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250 (a) with future year funding contingent on Council budget approval.

Summary
Like so many families across this country, City of Santa Monica staff and their families faced increased stresses while working during a pandemic and face mental, emotional, financial, and family pressures unlike any time in recent history. Employee wellness directly impacts employee performance and retention and is tied to the delivery of customer service and the successful completion of important projects and initiatives. To support our employees, the Human Resources Department piloted a four-month employee support program and seeks to continue this program for one year. The results of the pilot program were positive with over 300 coaching sessions completed, 70% of participants reported progress towards their goals, 98% reported that the program is a valuable use of their time, and 90% reported that they are more effective at work as a result of coaching. The categories most highly discussed include career development, influence, leading others, communication, well-being, time management and

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productivity, and strategic management. Staff now seeks to extend the program for another year to continue to support City employees.

Discussion
Because of the strong correlation between employee wellness and employee satisfaction, it has become a Human Resources best practice to provide services that support employees, nurture their wellbeing, and provide the tools to navigate the demands of life and work. The City has provided an Employee Assistance Program and more recently started a partnership with BetterUp to provide a one-year 1:1 leadership and development coaching program and subsequent one-year small group topic-based coaching, and resiliency coaching program. 150 City employees benefited from the original programs and reported gaining valuable insights and being more effective at work. HR was able to extend this positive impact with a four-month BetterUp pilot program to reach all City employees called BetterUp Care. BetterUp Care is available 24/7 to all employees and provides customized care for each individual and equips them with coaching, informational resources, and the expert support they need in the moments they need them most.

Human Resources will use existing budgeted funds for this one-year program. Future year extensions will be considered based on the effectiveness of the program, available funding, and organizational priorities.

The City of Santa Monica is a pioneer in municipal government when it comes to providing these types of personalized development opportunities to meet each employee’s unique needs. Coaching historically has been reserved for management and executives to correct behavior. The partnership with BetterUp reinforces HR staff’s development aim to support the whole person, help employees find healthy work-life balance, and build mental and emotional fitness so they feel and perform at their best.

Vendor/Consultant Selection
Exception to the Competitive Bidding Process
Staff recommends BetterUp Inc. to provide their BetterUp Care program to all City employees for a one-year program as an exception to competitive bidding per Muni

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Code 2.24.250(a). This purchase meets the City’s exception to competitive bidding criteria a.

Competition does not reasonably exist because only one vendor possesses the unique ability or capability to meet the particular requirements of offering unlimited 24/7 employee support for all City employees. The City is leveraging the unique experience of BetterUp gained through the 1:1 coaching of 50 City leaders, 100 city employees in the Coaching Circle program, and all city employees in the recent pilot program. This proprietary experience will be used to continue to support all city employees with BetterUp Care, a curated and customized support program that amplifies the significant benefits the City has already seen as a result of this relationship.

Past Council Action
Meeting Date Description
5/26/2020
(Attachment A)
Authorization to Enter Into Agreement with BetterUp
1/11/2022
(Attachment B)
Authorization of Amendment to Agreement with BetterUp
Attachment C OAKS
Financial Impacts & Budget Actions
Staff seeks authority to approve funding from the General Fund to increase the amount of the agreement with BetterUp, Inc. for subscription services. Future year funding is contingent on Council budget approval.

Agreement Modification Request
Agreement #
Current
Authorized
Amount
FY 2021-22 Budget
Modified Request Amount Dept Account # Total Revised Contract Amount 11048 $292,500 $154,000 01130004-552010 $446,500

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Prepared By: Mark Brower, Deputy Director
Approved Forwarded to Council
Attachments:

A. Original Agreement - Attachment A
B. Second Modification of Agreement with BetterUp - Attachment B C. OAKS - Attachment C

3.G
Packet Pg. 777
BetterUp Enterprise Agreement Apr 2020 1

BETTERUP ENTERPRISE AGREEMENT
This BetterUp Enterprise Agreement (“Agreement”) is made and entered into as of^^_________, (the “Effective Date”) by and between the City of Santa Monica, a California municipal corporation (“City”), and BetterUp, Inc. (“BetterUp”) (each a “Party” and collectively “Parties”). In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. The services provided to the City by BetterUp under this Agreement shall be referred to hereinafter as the “BetterUp Services”. BetterUp shall provide City personnel—each of them a “User” and collectively “Users”—with the right to access the BetterUp Platform and BetterUp Services for a specific period of time, each period referred to as a “Subscription Term”. BetterUp will provide the BetterUp Services pursuant to mutually agreed upon orders (each, an “Order”). Each Order will include a description of the BetterUp Services to be provided to the City during the applicable Subscription Term and the associated fees and payment terms for said services. The initial Order to be used by the Parties under this Agreement is attached hereto and is incorporated by reference as Exhibit A (Order One). To the extent that a conflict arises between the terms and conditions of an Order and the terms and conditions of this Agreement, the terms of this Agreement will govern.

2. Subscriptions. Unless otherwise provided in the applicable Order, BetterUp Services purchased by the City and the corresponding access to the BetterUp Platform, are considered to be subscriptions for the Subscription Term stated in said Order. The City agrees that its purchases of BetterUp Services under this Agreement are not contingent on the delivery of any future functionality, feature or products, or dependent on any oral or written public comments made by BetterUp regarding future functionality, feature or products.

3. User Limits. BetterUp Services and BetterUp Platform are subject to User limits specified in the Order, and the City is not allowed to exceed the User limits. In the event that the City exceeds the User limits specified in the Order, City will notify BetterUp by email or in writing within a reasonable period of time and will execute a new Order for the additional Users and the applicable BetterUp Services and use of the BetterUp Platform. The City shall promptly pay the invoice associated with the new Order following its receipt of a request from BetterUp and shall do so in accordance with Section 8.2.

4. Support. BetterUp shall provide the City with reasonable technical support regarding Users’ access and use of the BetterUp Services. In addition, BetterUp may provide implementation and/or other professional services at City’s request and on mutually agreed upon terms. BetterUp is not responsible for issues resulting from misuse by City Users, connectivity issues unrelated to the BetterUp Platform, or force majeure events. The Parties agree that a force majeure event shall be defined as a circumstance beyond each Party’s reasonable control, including without limitation, acts of God, fires, floods, earthquakes, wars, civil disturbances, terrorism, pandemics, or sabotage. Each Party will have no liability for any such failure or delay caused by a force majeure event to the extent that it promptly uses commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations hereunder.

5. License and Restrictions. Subject to the terms of this Agreement, BetterUp grants to the City a limited, non-exclusive, non-transferable license to access the BetterUp Platform solely for the City’s internal business purposes and not for resale or further distribution. The City’s right to use the BetterUp Platform is limited by all terms and conditions herein. Except for this license granted to City, BetterUp and its licensors retain all right, title and interest in and to the BetterUp Platform and BetterUp Services, DocuSign Envelope ID: 4FCC304F-1A9A-4DAE-B726-202888301AA3 6/30/2020

3.G.a
Packet Pg. 778 Attachment: Original Agreement - Attachment A (5123 : BetterUp Care Program Extension) BetterUp Enterprise Agreement Apr 2020 2
including all related intellectual property rights. The BetterUp Platform is protected by applicable intellectual property laws, including U.S. copyright law and international treaties. The City is responsible for establishing its own policy as to what information is appropriate for Users to share as part of the BetterUp Services. The City and its Users shall not (a) rent, lease, copy, disclose, provide access to or sublicense the BetterUp Platform, (b) use the BetterUp Platform for the benefit of, or to provide any service to, a third party, or (c) publicly disseminate information regarding the performance of the BetterUp Platform without BetterUp’s prior written consent.

6. User Interactions. User interactions with BetterUp in connection with the BetterUp Services are subject to the BetterUp Terms of Service (found at https://www.betterup.co/en-us/terms/) and Privacy Policy (found at https://www.betterup.co/en-us/privacy-policy/) (collectively “BetterUp User Terms”). The following sections of the BetterUp Terms of Service shall not apply to Users and the topics included therein shall be governed by this Agreement: 5 (Fees and Payment Terms), 15 (Limitation of Liability), 16.1 (Governing Law and Venue), and 16.6 (Assignment). BetterUp may use any data, information or materials collected or received from Users through these interactions, in accordance with the BetterUp User Terms and for its internal business purposes. BetterUp shall allow the City’s personnel to access the BetterUp Services pursuant to the terms of this Agreement and the applicable Order, however the City is responsible for establishing, to the extent applicable, its own policy with Users as to what information is appropriate to share as part of the BetterUp Services.

7. BetterUp Analytics. As part of the services provided on the BetterUp Platform, BetterUp will, during the term of this Agreement, provide the City with access to reports outlining (a) which Users have activated with BetterUp, (b) sessions completed, (c) coaching start and end dates, and (d) aggregated and anonymous statistics regarding the BetterUp Services the Users received, such as i) metadata and data related to usage (e.g., average session length, frequency of use), ii) composition of development plans (e.g., top skills chosen by Users, popular learning activities), and iii) User-generated data from learning activities (e.g., results from psychometric assessments) (collectively, “BetterUp Analytics”). The City may only use the BetterUp Analytics for its internal business purposes, in compliance with all applicable laws.

Consistent with the BetterUp User Terms and its confidentiality policies, BetterUp will not disclose Userspecific coaching content or results to the City.

8. Fees and Payment Terms.

8.1 Fees. The fees and compensation to be paid by the City to BetterUp for providing the City with the BetterUp Services under this Agreement is set forth in Exhibit A (Order One). The total amount of compensation paid by the City to BetterUp under this Agreement shall not exceed $112,500, unless said total amount is modified by the Parties in writing. Except as otherwise specified herein or in Exhibit A, (i) fees are based on access rights acquired and not actual usage, (ii) payment obligations are noncancelable and non-refundable, and (iii) access rights purchased for the number of Users cannot be decreased during the relevant Subscription Term.

8.2 Invoicing and Payment. Subscription fees and all other compensation due hereunder shall be invoiced to the City in accordance with the amounts and payment schedule set forth in Exhibit A. All fees due hereunder (except fees subject to good faith dispute) shall be due and payable as set forth in Exhibit A. The City shall provide BetterUp with complete and accurate billing and contact information including valid email and mailing addresses. Upon receipt of an invoice from BetterUp, the City shall make payment on that invoice via electronic bank transfer.

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Packet Pg. 779 Attachment: Original Agreement - Attachment A (5123 : BetterUp Care Program Extension) BetterUp Enterprise Agreement Apr 2020 3

8.3 Taxes. BetterUp's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). The City is responsible for paying all applicable Taxes associated with its purchases hereunder. If BetterUp has the legal obligation to pay or collect Taxes for which the City is responsible under this Section, BetterUp will invoice the City and the City shall pay the invoiced amount unless the City provides BetterUp with a valid tax exemption certificate authorized by the appropriate taxing authority or applicable legal authority exempting the City from the invoiced tax liability.

9. Inspection of City Records. During the term of this Agreement and for one (1) year thereafter (but not more than once per calendar year), BetterUp, at its expense, may request that an audit and/or inspection be made of City records applicable to the use of, and performance of, services provided and required under this Agreement. BetterUp’s request under this Section shall be treated by City as a request for public records under the California Public Records Act (California Govt. Code § 6250 et seq.) If after review of the records produced in response to BetterUp’s request it discovers a discrepancy with City’s payment obligations under this Agreement, BetterUp shall summarize and present the discrepancy to the City for its review. If it reasonably appears that the City has underpaid for the services provided to it under this Agreement, the City shall pay BetterUp the full amount of the underpayment. Notwithstanding the foregoing, the City agrees that it will make its reasonably best effort to informally provide information related to this Agreement with BetterUp to the extent permitted by applicable law and to address operational issues that may arise during the course of this Agreement.

10.Trademarks. BetterUp’s name, BetterUp’s trademarks, BetterUp’s logos, and any other BetterUp product, service name, or slogan included in the Services are property of BetterUp and may not be copied, imitated, or used (in whole or in part) without BetterUp’s prior written consent. The look and feel of the Services, including all custom graphics, button icons, and scripts constitute service marks, trademarks, or trade dress of BetterUp and may not be copied, imitated, or used (in whole or in part) without BetterUp’s prior written consent. All other trademarks, registered trademarks, product names, and company names or logos mentioned in BetterUp Services or on the BetterUp Platform (“Third Party Trademarks”) are the property of their respective owners, and the use of such Third Party Trademarks inures to the benefit of each owner. The use of such Third Party Trademarks is intended to denote interoperability and does not constitute an affiliation by BetterUp and its licensors with such company or an endorsement or approval by such company of BetterUp or its licensors or their respective products or services.

11.Confidentiality.

11.1 Definition of Confidential Information. As used herein, "Confidential Information" means information disclosed by a party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by written documentation by the Receiving Party that such information: (i) is or becomes generally known to the public without breach of any obligation of confidentiality by the Receiving Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party and who has a legal right to disclose such information; or (iv) was independently developed by the Receiving Party without the use of the Disclosing Party's Confidential Information. The Parties agree that, during the Term, including any extensions thereto, and for one (1) year thereafter, the Receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement the Confidential Information of the Disclosing Party without the Disclosing Party’s prior written permission.

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Packet Pg. 780 Attachment: Original Agreement - Attachment A (5123 : BetterUp Care Program Extension) BetterUp Enterprise Agreement Apr 2020 4

11.2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to handle, treat, store, access (or limit access), and otherwise protect (including with encryption, as applicable) the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care). The Receiving Party: (i) will not use any Confidential Information of the Disclosing Party for any purpose outside the scope of, or as permitted by, this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are bound by obligations to the Receiving Party consistent with this Agreement.

11.3. Compelled Disclosure. If the Receiving Party is required by law to disclose any portion of the Disclosing Party’s Confidential Information in response to a subpoena, court order, or other similar document, including a request under the California Public Records Act, Receiving Party shall give prior timely notice of such disclosure to Disclosing Party to permit Disclosing Party to seek a protective or similar order, and, absent the entry of such an order, Receiving Party shall disclose only such Confidential Information as is necessary to be disclosed in response to such subpoena, court order, or other similar document, including a request under the California Public Records Act.

11.4 Return or Destruction of Confidential Information. Upon written request, the Receiving Party shall return to the Disclosing Party, or shall destroy, all Confidential Information received by it from the Disclosing Party during the term of this Agreement except for digital backup copies created through automated system processes provided that such backup copies are protected as Confidential Information by the Receiving Party for as long as the information is retained.

11.5 Ownership of Confidential Information. The Receiving Party acknowledges that, except as otherwise provided herein, (a) the Disclosing Party is the exclusive owner of and has all rights to its Confidential Information, including all intellectual property rights therein, such as patents, copyrights, trade secrets, trademarks, moral rights and similar rights of any type under the laws of any governmental authority (collectively, “Intellectual Property Rights”); and (b) no right, title, interest or license to the Receiving Party is either granted or implied under any Intellectual Property Rights by the disclosure of Confidential Information hereunder.

12.Term, Termination, and Effects of Termination. This Agreement commences upon the Effective Date and shall continue for a term of one (1) year (“Term”) unless terminated earlier by either Party in accordance with this Section. The pricing for each Subscription Term for the duration of the Term of this Agreement is set forth in Exhibit A. Either Party may terminate this Agreement (including all Orders) at any time, for cause, after providing the non-terminating Party with written notice of a material breach, and the non-terminating Party fails to cure said material breach of this Agreement or Order within 30 days of written notice. Upon the expiration or termination of this Agreement or of an Order, (a) BetterUp will cease providing the BetterUp Services under that Order, (b) the City and its Users will cease any access to the BetterUp Platform under such Order, except Users may contract individually with BetterUp for coaching separately from BetterUp’s client relationship with the City, and (c) City may retain and continue use of all BetterUp Analytics provided by BetterUp prior to the effective date of termination or expiration of this Agreement, except if BetterUp terminates this Agreement for cause. If this Agreement is terminated or has expired, and at least one Order remains in effect, then the terms of this Agreement shall continue to apply to any such Orders. Notwithstanding any terms or conditions to the contrary in this Agreement, and in addition to this sentence, Sections 5, 7, 8, 10, 11, 13, 14, and 15 survive any termination or expiration of this Agreement and no refunds will be issued.

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13.Representations and Warranties. Each Party represents and warrants that (a) the person signing this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement, (b) this Agreement is valid, binding and enforceable against it in accordance with its terms, and (c) it will fulfil its obligations under this Agreement in accordance with all applicable laws.

14.Disclaimer. EXCEPT AS SET FORTH IN SECTION 13, BETTERUP MAKES NO WARRANTIES,

EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO,

WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. COACHING DOES NOT CONSTITUTE MEDICAL ADVICE OR THERAPY.

BETTERUP WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER

PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF BETTERUP.

15.Limitation of Liability. EXCEPT FOR CITY’S BREACH OF THE RESTRICTIONS IN SECTION 5 OR OTHER MISAPPROPRIATION OF BETTERUP’S INTELLECTUAL PROPERTY, TO THE MAXIMUM

EXTENT PERMITTED BY LAW, IN NO EVENT WILL (A) EITHER PARTY BE LIABLE TO THE OTHER

PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; AND (B) EITHER PARTY’S ENTIRE LIABILITY TO THE OTHER PARTY EXCEED THE AMOUNT ACTUALLY PAID BY THE CITY TO BETTERUP UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE MONTH IN WHICH THE EVENT OCCURRED GIVING RISE TO THE CLAIM.

16.General Provisions.

16.1 Insurance. Prior to commencing any work or providing any services, BetterUp 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 BetterUp Services by BetterUp or its agents, representatives, employees or subconsultants for the duration of this Agreement. BetterUp must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit D (Insurance Requirements and Verifications).

16.2 Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without resort to its conflict of law provisions.

16.3 Ownership. As between the Parties and subject to the grants expressly set forth in this Agreement, BetterUp owns all right, title and interest in and to the BetterUp Services and anonymous/aggregate data, feedback and any and all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights embodied in or related to the foregoing.

16.4 Publicity. BetterUp may disclose the fact that the City has procured a license to use the BetterUp Services and the BetterUp Platform. However, BetterUp shall not, without the City’s prior written approval, use the City’s name or any of the City’s trademarks, service marks or logos. Furthermore, BetterUp shall not make any public announcement of such fact or state or imply that City endorses or recommends the BetterUp Services or the BetterUp Platform without the prior written permission of City.

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16.5 Subcontractors. BetterUp may use the services of Third-Party coaches and other subcontractors and permit them to provide the BetterUp Services.

16.6 Third-Party Tools. The City acknowledges and agrees that Users may choose to utilize certain third-party videoconferencing, communications tools and other services used by Users in connection with BetterUp Services, e.g., Skype or FaceTime (“Third-Party Tools”). While user data provided to BetterUp through Third-Party Tools remains subject to the BetterUp User Terms, use of Third-Party Tools themselves is subject to the terms and conditions of the Third-Party Tool providers. BetterUp is not responsible for the operation of or any changes to the Third-Party Tools or the acts or omissions of ThirdParty Tool providers.

16.7 Assignment. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated, by operation of law or otherwise, without the prior written consent of the non-assigning Party, and any attempted transfer, assignment or delegation without such consent will be void and without effect. Notwithstanding the above, either Party may freely transfer, assign or delegate this Agreement or its rights and duties under this Agreement without the consent of the non-assigning party to an affiliate, as part of a change of control, or to a successor in interest to all or substantially all of its business or assets. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective representatives, heirs, administrators, successors and permitted assigns.

16.8 Notices. Notices will be deemed given as of the day they are received by email, messenger, delivery service, or U.S. mail (postage prepaid, certified or registered, return receipt requested), and addressed as set forth below, or to such other address as the Party to receive the notice so designates by notice.

16.9 Waiver and Severability. A Party’s delay or failure to exercise a right or remedy will not result in a waiver of that right or remedy. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid or unenforceable under the governing law, the remaining provisions will remain in full force and effect, and will be construed so as to most nearly reflect the Parties’ intent with respect to such provision.

16.10 Integrated Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modifications of this Agreement will be effective only by written execution signed by both City and SaaS Provider and approved as to form by the City Attorney. This Agreement is the product of negotiation and compromise between the parties. Accordingly, notwithstanding California Civil Code Section 1654, in the event of uncertainty, the language shall not be construed against the Party causing the uncertainty.

16.11 Counterparts. The Parties may execute this Agreement in counterparts, including facsimile, PDF and other electronic copies, which taken together will constitute one instrument.

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Packet Pg. 783 Attachment: Original Agreement - Attachment A (5123 : BetterUp Care Program Extension) BetterUp Enterprise Agreement Apr 2020 7
By signing below, each Party acknowledges and agrees to be legally bound by the terms and conditions set forth in this BetterUp Enterprise Agreement.

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
#VENDOR
By: ____________________________
DocuSign Envelope ID: 4FCC304F-1A9A-4DAE-B726-202888301AA3 George S. Cardona
Interim City Attorney
6/26/2020 BetterUp, Inc.

Vinh Le
CFO
6/29/2020
Interim City Manager
Lane Dilg
6/30/2020
City Clerk
Denise Anderson-Warren
7/8/2020

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Packet Pg. 784 Attachment: Original Agreement - Attachment A (5123 : BetterUp Care Program Extension) BetterUp Enterprise Agreement Apr 2020 8

EXHIBIT A - ORDER ONE
This Order is subject to the terms and conditions contained in the BetterUp Enterprise Agreement by and between City of Santa Monica (“City”) and BetterUp, Inc. (“BetterUp”) (the “Agreement”), which is incorporated into this Order by this reference. In the event of any conflict between the Agreement and this Order, the Agreement shall prevail.

Description and Terms
Services BetterUp offers leadership, development, and performance coaching through a variety of behavioral techniques and methods on the BetterUp Platform.

This consists of one-on-one videoconferencing with BetterUp coaches on the BetterUp Platform and may also include other services such as access to ondemand coaching, extended network, assessment and performance tools, BetterUp Analytics, and other learning content. BetterUp provides the City with the right to access BetterUp Platform and to enable its Users with BetterUp Services during the Subscription Term.

Subscription The subscription provides the City with the rights to provide access during the Subscription Term with the following User limits:

Up to a total of 25 Concurrent Users. A Concurrent User is defined as the total number of individual Users who may, at a single point in time, schedule and receive unlimited thirty (30) minute one-to-one coaching sessions (typically one session per week) and full access to all BetterUp Platform features, as well as on-demand coaching and extended network.

For clarity, all access ceases on the Subscription Term end date (unless such term is renewed via separate order form).

Subscription Term Start Date: August 3, 2020
End Date: August 2, 2021
Total Subscription Fee BetterUp Premium Platform Plan: U.S. $112,500 for 1 year Payment Term City to follow invoice schedule below:

Payment # 1 – Due on September 2, 2020 - $28,125
Payment # 2 – Due on November 3, 2020 - $28,125
Payment # 3 – Due on February 3, 2021 - $28,125
Payment # 4 – Due on May 3, 2021 - $28,125
Total amount invoiced: U.S. $112,500.00
Additional Terms

1. Coaching Sessions and Users: Purchases of BetterUp Services are committed as of the Order Effective Date, regardless of whether accounts are activated by Users or coaching time is used. Coaching sessions/time cannot be banked or rolled over to renewals. City shall not be entitled to receive any refund or credit if the total Concurrent Users is fewer than specified above.

2. Payment: All invoices are due and payable within thirty (30) days of the invoice date. If City requires a purchase order (“PO”) as indicated below, City will promptly provide a PO to BetterUp (but City’s failure to provide a timely PO will not affect the payment timing in this Order).

3. City agrees and acknowledges that it has not relied on the future availability of any feature, functionality, or product.

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Packet Pg. 785 Attachment: Original Agreement - Attachment A (5123 : BetterUp Care Program Extension) BetterUp Enterprise Agreement Apr 2020 9
PO # Required on Invoice: ☐ Yes or ☐ No If yes, PO #: _______________ Billing Information
Billing Contact:

Billing Email:

Billing Address:

Billing Phone:

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EXHIBIT B
Uptime SLA
BetterUp shall use all reasonable commercial efforts, being no less than accepted industry standards, to ensure that BetterUp Services are available to Customer and Users 99% of the time in any calendar month (the "BetterUp Uptime SLA").

Definitions. The following definitions shall apply to the BetterUp Uptime SLA. ● "Downtime" means the period of time in which BetterUp Services are not accessible by Users. ● "Emergency Downtime" means those times where BetterUp becomes aware of a vulnerability which, based on a risk assessment of the vulnerability, BetterUp deems to require immediate remediation and, as a result, BetterUp Services are made temporarily unavailable in order for BetterUp to address the vulnerability. Emergency Downtime is not considered Downtime for purposes of this BetterUp Uptime SLA, and will not be counted towards any Downtime periods. ● "Monthly Uptime Percentage" means the total number of minutes in the calendar month minus the number of minutes of Downtime suffered from all Downtime periods in the calendar month, divided by the total number of minutes in the calendar month. ● "Scheduled Downtime" means those times where BetterUp notifies the City or Users of periods of Downtime prior to the commencement of such Downtime. There will be no more than twelve (12) hours of Scheduled Downtime per calendar year. Scheduled Downtime is not considered Downtime for purposes of this BetterUp Uptime SLA, and will not be counted towards any Downtime periods.
● "Services" means the services provided to City or Users via the BetterUp website located at https://www.betterup.co/.

Right to terminate: In the event the Monthly Uptime Percentage is less than 99% three (3) times in a five (5) month period, the City will have a right to terminate the BetterUp Service order form, with a pro-rated refund of fees paid.

Uptime SLA Exclusions. The Uptime SLA does not apply to any performance issues: (i) caused by factors outside of BetterUp's reasonable control; (ii) that resulted from any actions or inactions of City or any third parties; (iii) that resulted from City’s or User’s equipment and/or third party equipment (not within the primary control of BetterUp), (iv) Emergency Downtime; or (v) Scheduled Downtime. This BetterUp Uptime SLA states City’s sole and exclusive remedy under the Agreement for any failure by BetterUp to provide the Services as a result of Downtime. Notwithstanding, the foregoing shall not be understood as a waiver of any rights or remedies the City may have in law or in equity.

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Exhibit C
Support
BetterUp will provide e-mail support twenty-four (24) hours a day, five (5) days a week for assistance in identifying and resolving Errors in accordance with the Severity Levels and Response Times set forth in this Exhibit D. BetterUp will be available to answer questions related to the operational use of the BetterUp Platform. Weekend support is available for Severity 1 issues.

1. Definitions
For purposes of this Exhibit D, the following definitions apply:
a. “Error” means a defect in the BetterUp Platform that prevents the BetterUp Platform from performing according to Agreement and the applicable Order. Errors include operation and functionality defects, security defects, viruses and bugs. b. “Initial Response” means a written or electronic response from BetterUp to City regarding a reported or discovered Error acknowledging receipt.
c. “Temporary Resolution” means a temporary fix or patch that BetterUp has implemented and incorporated into the BetterUp Platform to restore the BetterUp Platform functionality in accordance until the Final Resolution is available.
d. “Final Resolution” means a permanent fix that BetterUp has implemented and incorporated into BetterUp Platform to restore BetterUp Platform functionality.

2. General Support. BetterUp will provide support as set forth below:

BetterUp will provide all necessary resources to support troubleshooting and implementation of the BetterUp Platform.

3. Severity Levels
When BetterUp initially detects an Error with the BetterUp Platform, or when City reports to BetterUp an Error with the BetterUp Platform, the Error will be promptly classified by BetterUp in accordance with the following severity incident guidelines.

Severity Incident
Level
Definition
Severity 1
A critical problem with the BetterUp Platform in
which any of the following occur: the BetterUp
Platform is down, inoperable, inaccessible or
unavailable or the BetterUp Platform otherwise
materially cease operation.

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4. Incident Response Service Level
BetterUp will respond to City and provide Initial Responses, Temporary Resolutions and Final Resolutions in accordance with the time requirements set forth in the table below.

Severity 2
A problem with the BetterUp Platform in which
any of the following occur:
o the BetterUp Platform is severely limited or
degraded, major functions are not
performing properly; or
o The BetterUp Platform has been
interrupted but recovered, and in
BetterUp’s opinion there is high risk of
reoccurrence;
Severity
Level:

BetterUp’s Initial
Response will be
provided within:

BetterUp’s
Temporary
Resolution will be
provided within:

BetterUp’s Final
Resolution will be
provided within:
1 Two (2) hour from
receipt of initial
notice from City, or
other discovery, of
the Error
Eight (8) hours from
receipt of initial
notice from City, or
other discovery, of
the Error
Seven (7) days
from receipt of initial
notice from City, or
other discovery, of
the Error
2 Six (6) hours from
receipt of initial
notice from City, or
other discovery, of
the Error
Forty-eight (48)
hours from receipt
of initial notice from
City, or other
discovery, of the
Error
Fourteen (14) days
from receipt of initial
notice from City, or
other discovery, of
the Error
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Exhibit D
Insurance Requirements and Verifications
BetterUp 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 BetterUp, its agents, representatives, employees, or subcontractors.

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

1. Commercial General Liability (CGL): 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: Automobile liability insurance 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.

If BetterUp maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to the broader coverage or higher limits maintained by BetterUp.

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 insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: 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 BetterUp including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to BetterUp’s insurance.
b. Intentionally Omitted
c. Notice of Cancellation: BetterUp shall provide notice to the City of Santa Monica in the event there is a lapse in the coverage of the insurance requirements under this Agreement. d. Intentionally Omitted.

Self-Insured Retentions
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Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require BetterUp to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the name insured or the City of Santa Monica.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California 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
BetterUp shall furnish the City of Santa Monica with certificates and amendatory endorsements. 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 BetterUp’s obligation to provide them.

Failure to Maintain Insurance Coverage
If BetterUp, 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 BetterUp resulting from said breach.

Subcontractors
BetterUp shall re maintain insurance covering all subcontractors. All exceptions must be approved in writing by the Risk Manager.

Footnotes
# 1: Workers’ Compensation insurance coverage is not required if BetterUp does not have employees.

The BetterUp must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.

DocuSign Envelope ID: 4FCC304F-1A9A-4DAE-B726-202888301AA3

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Packet Pg. 791 Attachment: Original Agreement - Attachment A (5123 : BetterUp Care Program Extension)

SECOND MODIFICATION TO

BETTERUP ENTERPRISE AGREEMENT
This Second Modification to the BETTERUP ENTERPRISE AGREEMENT (“Second Modification”) is dated and executed as of _________________ ("Execution Date"), and is by and between the CITY OF SANTA MONICA (“City”), a California Municipal corporation, and BETTERUP, INC. (“BetterUp”), collectively referred to herein as “the Parties.”

RECITALS
A. The City and BetterUp are parties to the professional services agreement referred to as the BetterUp Enterprise Agreement (hereinafter the "Original Agreement ") dated June 30, 2020. Under the Original Agreement BetterUp provides to City professional services related to the leadership, development, and performance coaching of City personnel.

B. On March 25, 2021, the Parties executed the First Modification to BetterUp Enterprise Agreement (“First Modification”). The First Modification amended the Original Agreement to extend its term and to include additional services provided to the City by BetterUp and the corresponding compensation.

B. The City and BetterUp now desire to further modify the Original Agreement to include additional BetterUp services to be provided to the City and to adjust the compensation paid to BetterUp for the additional services, and to do so under the terms and conditions agreed to by the Parties to the Original Agreement as modified by the First Modification. The Original Agreement and the First Modification are collectively referred hereafter as “the Agreement” for the purposes of this Second Modification.

C. Any terms or conditions not specifically amended or provided for herein shall have the meanings given to such terms and conditions as understood by the Parties by and through their execution of the Agreement.

NOW, THEREFORE, the Agreement is amended as follows:

1. Section 8.1 of the Agreement (“Fees”), as amended by Section 2 of the First Modification, is hereby deleted in its entirety and is replaced with the following:
“8.1 Fees. The fees and compensation to be paid by the City to BetterUp for providing the City with the BetterUp Services under this Agreement is set forth in the respective Orders that comprise Exhibit A. The total amount of compensation paid by the City to BetterUp under this Agreement shall not exceed $292,500, unless said total amount is modified by the Parties in writing. Except as otherwise specified herein or in an Order that is included in Exhibit A, (i) fees are based on access rights acquired and not actual

DocuSign Envelope ID: 0EF3ACB4-BFA8-4BB3-BB59-683B3B111882 Contract #11048 CCS

3.G.b
Packet Pg. 792 Attachment: Second Modification of Agreement with BetterUp - Attachment B (5123 : BetterUp Care Program Extension) 2 usage, (ii) payment obligations are noncancelable and non-refundable, and (iii) access rights purchased for the number of Users cannot be decreased during the relevant Subscription Term.”

2. Exhibit A-3 “Order Three”, a copy of which is attached to this Second Modification, is made a part of, and incorporated into, the Agreement.

Except as amended herein by this Second Modification, all other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Second Modification on the date set forth 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
oration
#VENDOR
By: ________________________________

DocuSign Envelope ID: 0EF3ACB4-BFA8-4BB3-BB59-683B3B111882 1/24/2022

3.G.b
Packet Pg. 793 Attachment: Second Modification of Agreement with BetterUp - Attachment B (5123 : BetterUp Care Program Extension) BetterUp Enterprise Order Form CU 2010910
013227-05736-00004277
1 EXHIBIT A-3 TO BETTERUP ENTERPRISE AGREEMENT

ORDER THREE
This Order is subject to the terms and conditions contained in the BetterUp Enterprise Agreement effective June 30, 2020 by and between the City of Santa Monica, a California municipal corporation (“Company”) and BetterUp, Inc. (“BetterUp”) (the “Agreement”), which is incorporated into this Order by this reference. In the event of any conflict between the Agreement and this Order, the Agreement shall prevail.

Description and Terms
Services BetterUp offers wellbeing and performance coaching through a variety of behavioral techniques and methods on the BetterUp Platform. This consists of one-on-one videoconferencing with BetterUp Coaches on the BetterUp Platform and may also include other services such as access to extended network, assessment and performance tools, BetterUp Analytics, and other learning content. BetterUp provides the Company with the right to access BetterUp Platform and to enable its Users with BetterUp Services during the Subscription Term.

Subscription The subscription provides the Company with the rights to provide access during the Subscription Term with the following User limits:

1. Up to 2,500 BU Care Users. A BU Care User is defined as the total number of individual Users who will be invited to the program and may, at any time, log into the BetterUp Platform to schedule and receive thirty (30) minute one-to-one behavior health coaching sessions (typically one session per week), schedule participation in coaching circles, and full access to all BetterUp Platform features as well extended network.

For clarity, all access ceases on the Subscription Term end date (unless such term is renewed via separate Scope of Work form).

Subscription Term Start Date: )HEUXDU\, 202
End Date: -XQH
Subscription Fee U.S. $40,000.00
Payment Term Invoiced upon execution of this Order: U.S. $40,000.00 after a one-time discount of $9,000 Additional Terms
Coaching Sessions and Users: Purchases of BetterUp Services are committed as of the Order Effective Date, regardless of whether accounts are activated by Users or Coaching time is used. Coaching sessions/time cannot be banked or rolled over to renewals. Company shall not be entitled to receive any refund or credit if the total Users is fewer than specified above.

Payment: All invoices are due and payable within thirty (30) days of the invoice date. If Company requires a purchase order (“PO”) as indicated below, Company will promptly provide a PO to BetterUp (but Company’s failure to provide a timely PO will not affect the payment timing in this Order).

Company agrees and acknowledges that it has not relied on the future availability of any feature, functionality, or product.

PO # Required on Invoice: Yes or No If yes, PO #: _______________ Billing Information
Billing Contact: City of Santa Monica HR Department
Billing Email: [email protected]
Billing Address: 1685 Main St. Ste. 101, Santa Monica, CA 90405
Billing Phone: 310-458-8246
[SIGNATURE PAGE TO FOLLOW]

DocuSign Envelope ID: 0EF3ACB4-BFA8-4BB3-BB59-683B3B111882

3.G.b
Packet Pg. 794 Attachment: Second Modification of Agreement with BetterUp - Attachment B (5123 : BetterUp Care Program Extension) BetterUp Enterprise Order Form CU 2010910
013227-05736-00004277
2 This Order shall be effective upon execution by Company and BetterUp (“Order Effective Date”).

COMPANY BETTERUP, INC.

Signature:

Print Name:

Title:

Date: _______________________________________
Signature:

Print Name:

Title:

Date: _______________________________________
By NF at 1:50 pm, Oct 08, 2021

DocuSign Envelope ID: 0EF3ACB4-BFA8-4BB3-BB59-683B3B111882

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Packet Pg. 795 Attachment: Second Modification of Agreement with BetterUp - Attachment B (5123 : BetterUp Care Program Extension)

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.

DocuSign Envelope ID: 46F8983A-4E1C-4B04-99DC-6D2C0FA74CB3

3.G.c
Packet Pg. 796 Attachment: OAKS - Attachment C [Revision 1] (5123 : BetterUp Care Program Extension)

CITY OF SANTA MONICA

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 # ___________________________ By NF at 1:55 pm, Mar 28, 2022 Vinh Le CFO 3/28/2022 [email protected] (844) 303-9595 BetterUp, Inc.

BetterUp does not disclose this information. BetterUp does not disclose this information. Any person with 10% equity, if any, is not affiliated with the City of Santa Monica.

DocuSign Envelope ID: 46F8983A-4E1C-4B04-99DC-6D2C0FA74CB3

3.G.c
Packet Pg. 797 Attachment: OAKS - Attachment C [Revision 1] (5123 : BetterUp Care Program Extension) City Council
Report
City Council Meeting: June 14, 2022
Agenda Item: 3.H
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To: Mayor and City Council
From: David Martin, Director, Administration
Subject: Approval of Santa Monica Travel and Tourism Fiscal Year 2022-23 Budget and Work Plan
Recommended Action
Staff recommends that the City Council approve the Santa Monica Tourism Marketing District Fiscal Year 2022-23 Budget and Work Plan.

Summary
Tourism is essential to the City’s economic recovery and vitality. In 2012, in partnership with local hotels, Santa Monica Travel and Tourism (SMTT) established the Santa Monica Tourism and Marketing District (SMTMD). The purpose of the SMTMD is to increase overnight room sales with targeted marketing and promotions. Funding for the marketing programs and activities of the SMTMD are derived from assessments and revenues collected from the hotels operating within the boundaries of the SMTMD. The attached 2022-2023 SMTMD Annual Report (Annual Report) summarizes the SMTMD’s proposed programs and activities for FY 2022-23, including the SMTMD work plan, budget, hotel report, and marketing plan. Staff recommends that Council receive and approve the Annual Report in accordance with the State laws governing tourism marketing districts.

Discussion
Under Streets and Highway Code Section 36650, the Santa Monica Tourism and Marketing District (SMTMD) is required to prepare Annual Reports providing the following information:

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• Any proposed changes to the boundaries of the tourism marketing district or to any benefit zones or classification within the district, • The improvements, maintenance, and activities for that fiscal year, • An estimate of the cost of providing the improvements, maintenance, and activities for that fiscal year,
• The method and basis of levying the assessment in sufficient detail to allow each real property or business owner, as appropriate, to estimate the amount of the assessment to be levied against his or her property or business for that fiscal year,
• The estimated amount of any surplus or deficit in revenues to be carried over from a previous fiscal year,
• The estimated amount of contributions to be made from sources otherthan assessments levied pursuant to this part.

In accordance with Section 36650, the SMTMD has submitted its 2022-2023 SMTMD Annual Report (Attachment A), including the work plan and budget for Council approval. The following overview summarizes the proposed expenditures to be funded with SMTMD assessments in the upcoming fiscal year.

SMTMD Reporting Year FY 2022-23
Revenues
Estimated TMD Assessments 5,224,108
Bank Interest 1,800
Total Revenues* $5,225,908
Expenditures
Cost of Programs
Travel Industry Sales 1,428,655
Marketing 1,464,072
Visitor Services
Meetings, incentives, conferences and
exhibitions
66,930
280,000
Client Services 5,000
General and Administrative Services 522,500

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Salaries 1,197,546
Benefits & Payroll Taxes 261,205
Contingency Fund -
Total Expenses $5,225,908
Estimated Carry-over from Previous Fiscal Year $0
Estimated In-Kind Contributions $265,000
* This does not include $2,877,743 in City funding included in the FY 2022-23 Proposed Budget for a services agreement with SMTT that the City provides SMTT annually to continue SMTT’s tourism and marketing programs, operate Visitors Centers, produce collateral materials, create brand awareness, and promote Santa Monica through print and social media.

The SMTMD expenditures and services for FY 2022-23 are budgeted at $5,225,908 to focus on recovery and destination promotion to serve as a catalyst for economic recovery. The attached annual work plan reflects the initiatives and programs focused on five strategic areas:

1. Drive Balanced Demand for the Destination

2. Enhance the Brand and Steward the Destination Experience

3. Champion the Value of Tourism

4. Strengthen Strategic Partnerships and Relationships

5. Ensure Operational Excellence
The FY22/23 workplan continues to leverage Visit California and Los Angeles Tourism’s efforts. SMTT will continue to reach and extend its presence into key domestic California, border states, New York, Chicago, and Arizona and international markets – the United Kingdom, Canada, Mexico, and the European Union – to ensure Santa Monica is well positioned to attract a balanced and wide range of visitors. Additionally, SMTT will explore re-engaging with the Australian and New Zealand markets as airlift increases.

With that lens, strengthening and enhancing Santa Monica as a brand, marketing and promoting Santa Monica as a tourism destination, increasing occupancy, establishing partnerships within the tourism community, private sector and

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government entities to position Santa Monica as a filming destination, and expanding a presence in emerging markets would continue to be core goals of the SMTMD.

The proposed FY 2022-23 budget was approved by the Tourism Marketing District Committee and the Santa Monica Travel and Tourism (SMTT) Board of Directors at a joint meeting on May 11, 2022. Council may approve the annual report or may modify any section contained in the annual report and approve it as modified. As the assessment formulas in the SMTMD remain as approved in 2017, staff recommends Council approve the attached Annual Report.

Past Council Actions
Meeting Date Description
12/11/2012 Council adopted Resolution No. 10722 (CCS) establishing the Santa Monica Tourism Marketing District (SMTMD).

Attachment B
11/1/2016 Council adopted Resolution 11005 (CCS) extending the SMTMD by nine and one-half years beginning on January 1, 2018 through June 30, 2027.

Attachment C
6/22/2021 Council approved the Annual Report for FY 2021-22 (Calendar Year 2022) representing the fifth report for the SMTMD renewal term.

Attachment D
Financial Impacts and Budget Actions
There is no immediate financial impact or budget action necessary as a result of the recommended action.

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Prepared By: Nia Tang, Senior Development Analyst
Approved Forwarded to Council
Attachments:

A. 2022-2023 SMTMD Annual Report
B. 12/11/2012 Staff Report (Web Link)
C. 11/01/2016 Staff Report (Web Link)
D. 06/22/2021 Staff Report (Web Link)

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SMTMD Annual Report for Fiscal Year 2022 – 2023 Page 1 of 7 April 1, 2022 2022 – 2023 SMTMD Annual Report
Santa Monica Travel & Tourism
April 1, 2022
Introduction
This report outlines the annual Tourism Marketing District plan from Santa Monica Travel & Tourism, a not-for-profit organization that works to strengthen our local economy by enhancing and promoting our community as a distinctive, compelling and welcoming travel destination.

Background
Pursuant to Section 36650 of the Property and Business Improvement District Law of 1994, Streets and Highways Code Division 18, Santa Monica Travel and Tourism submits annual reports outlining the improvements and activities to be provided for the calendar year.

Submitted to:

Jennifer Taylor, Economic Development Manager, City of Santa Monica Gigi Decavalles-Hughes, Director of Finance, City of Santa Monica Prepared by:

Misti Kerns, President/CEO of Santa Monica Travel & Tourism For the Period of:

Fiscal Year 2022 – 2023
Submitted on April 1, 2022: ________
Enclosures:

Attachment A. 2022–2023 Budget
Attachment B. ADR Report for 2021
Attachment C. Tourism Marketing District Plan
Attachment D. 2022–2023 Programs and Services

3.H.a
Packet Pg. 803 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Annual Report for Fiscal Year 2022 – 2023 Page 2 of 7 April 1, 2022 Santa Monica Travel and Tourism
TMD Report Plan for Fiscal Year 2022 – 2023
Section One – Proposed Boundary Changes
Definition: Per section 36650 Report by Owners Association; Approval or modification by city council section (b)(1): Any proposed changes in the boundaries of the improvement district or in any benefit zones or classification of businesses within the district.

Response: In the fiscal year 2022 – 2023, there will be no changes in the boundaries of the improvement district.

3.H.a
Packet Pg. 804 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Annual Report for Fiscal Year 2022 – 2023 Page 3 of 7 April 1, 2022 Section Two – Programs and Services for Fiscal Year 2022 – 2023 Definition: Per section 36650 Report by Owners Association; Approval or modification by city council section (b)(2): The improvements and activities to be provided for that fiscal year.

Programs and Services:

See Attachment D: 2022–2023 Programs and Services.

3.H.a
Packet Pg. 805 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Annual Report for Fiscal Year 2022 – 2023 Page 4 of 7 April 1, 2022 Section Three – Approved Budget for Fiscal Year 2022 – 2023 Definition: Per section 36650 Report by Owners Association; Approval or modification by city council section (b)(3): An estimate of the cost of providing the improvements and the activities for that fiscal year.

Response: See Attachment A. 2022–2023 Budget. The 2022-2023 Budget was presented to the SMTT Board of Directors on March 9, 2022, where the Board of Directors approved the budget as presented unanimously. Minutes from the March 9, 2022, Board of Directors Meeting adopting the 2022-2023 budget will be presented at the May 11, 2022, Joint Annual Board and TMD Committee Meeting. Following the May 18, 2022, meeting, SMTT will forward the final minutes within 48 hours to the Economic Development Department.

3.H.a
Packet Pg. 806 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Annual Report for Fiscal Year 2022 – 2023 Page 5 of 7 April 1, 2022 Section Four – Assessment Rates
Definition: Per section 36650 Report by Owners Association; Approval or modification by city council section (b)(4): The method and basis of levying the assessment in sufficient detail to allow each business owner to estimate the amount of the assessment to be levied against his or her business for that fiscal year.

Response:

Pursuant to Section V(B) of the Management District Plan, assessment rates may be increased annually by a maximum of $0.25 for Tier 1 and 2 lodging businesses and a maximum of $0.10 for Tier 3 lodging businesses. Assessment rates are based on the assessed lodging businesses’ average daily rate, based on the previous year’s performance. Lodging businesses with an average daily rate less than $100 will not be included in the district or assessed.

The TMD Hotel Committee will hold a Special TMD Meeting on Wednesday, May 18, 2022, to vote on moving the July 1, 2022, assessment start date to January 1, 2023, along with reviewing and voting on whether to increase the TMD collection rates. The proposed assessment rates for calendar year 2023 are below:

Average Daily Rate Assessment Per Occupied Room Per Night Proposed for January 1, 2023
Tier 3: $100-$199.99 $2.00
Tier 2: $200-$300 $5.50
Tier 1: Over $300 $6.50
See Attachment B. ADR Report for 2021. The attached ADR report outlines the average daily rate for hotel rooms and projects the tier rating for every qualified lodging business within the City of Santa Monica.

3.H.a
Packet Pg. 807 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Annual Report for Fiscal Year 2022 – 2023 Page 6 of 7 April 1, 2022 Section Five – Carryover Dollars from Fiscal Year 2020-2021 Definition: Per section 36650 Report by Owners Association; Approval or modification by city council section (b)(5): The estimated amount of any surplus or deficit revenues to be carried over from a previous fiscal year.

Response: The were no TMD carryover dollars from fiscal year ending June 30, 2021.

The contingency balance for fiscal year ending June 30, 2021, was $367,439 (13.74% of the annual funds per the SMTMD plan).

3.H.a
Packet Pg. 808 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Annual Report for Fiscal Year 2022 – 2023 Page 7 of 7 April 1, 2022 Section Six – Estimated In-Kind Contributions for Fiscal Year 2022- 2023
Definition: Per section 36650 Report by Owners Association; Approval or modification by city council section (b)(6): The estimated amount of any contributions to be made from sources other than assessments levied pursuant to this part.

Response: The projected in-kind contributions for the year 2022-2023 are $265,000.

These are additional contributions from local businesses (in-kind) towards programs and services.

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Packet Pg. 809 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) Santa Monica Travel Tourism
FISCAL YEAR 2022-2023 BUDGET SHEET
Confidential Financial Data
Revenues
City Contract Revenue $2,877,743 97.79% $ - 0.00% $ 2,877,743 35.23% Estimated TMD Revenue - 0.00% 5,224,108 99.97% 5,224,108 63.95% Bank Interest 2,500 0.08% 1,800 0.03% 4,300 0.05%
Other Income 17,400 0.59% - 0.00% 17,400 0.21%
Retail Revenue 45,000 1.53% - 0.00% 45,000 0.55%
Total Revenues $ 2,942,643 100.00% $ 5,225,908 100.00% $ 8,168,551 100.00% Cost of Programs
Travel Industry Sales $ - 0.00% $ 1,428,655 27.34% $ 1,428,655 17.49% Marketing 288,142 9.79% 1,464,072 28.02% $ 1,752,214 21.45% Visitor Services 131,054 4.45% 66,930 1.28% $ 197,984 2.42% MICE - 0.00% 280,000 5.36% $ 280,000 3.43%
Client Services 152,000 5.17% 5,000 0.10% $ 157,000 1.92% Total Cost of Programs $ 571,196 19.41% $ 3,244,657 62.09% $ 3,815,853 46.71% General & Administrative $ 809,454 27.51% $ 522,500 10.00% $ 1,331,954 16.31% Salaries & Benefits $ 1,524,993 51.82% $ 1,197,546 22.92% $ 2,722,539 33.33% Contingency Fund $ - 0.00% $ 261,205 5.00% $ 261,205 3.20% Fixed Asset $ 37,000 1.26% $ - 0.00% $ 37,000 0.45%
Total Expenses $ 2,942,643 100.00% $ 5,225,908 100.00% $ 8,168,551 100.00% Net Increase (Decrease) $ - 0.00% $ (0) 0.00% $ (0) 0.00% City Contract TMD Total Budget

3.H.a
Packet Pg. 810 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District

LODGING TIER CLASSIFICATION

FOR SANTA MONICA TOURISM

MANAGEMENT DISTRICT
FOR
February 2022

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Packet Pg. 811 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) 1 February 28, 2022
Misti Kerns, President CEO
Santa Monica Travel & Tourism
2427 S. Main Street
Santa Monica, CA 90405
Dear Ms. Kerns:

In accordance with our agreement, we have performed an analysis and have categorized Santa Monica hotels in order to determine the appropriate Tourism Marketing District (TMD) tier and assessment for calendar year 2022.

The TMD was established by the City of Santa Monica to fund tourism marketing. The TMD hotels collect a specified flat assessment per room night sold commensurate with their tier based on their just completed calendar year annual Average Daily Rate (ADR), in this case for 2021.

Per our discussions with you and our understanding of the Santa Monica Tourism Marketing District Management District Plan, and 2021 rate data, hotels within Santa Monica subject to the TMD assessment are categorized as follows for the calendar 2022 assessment year:

Tier 1: Hotels with an annual average rate of $300.00 or more, to be assessed at a rate of $6.25 per hotel room night sold.

Tier 2: Hotels with an annual average rate of $200.00 to $299.99, to be assessed at a rate of $5.25 per hotel room night sold.

Tier 3: Hotels with an annual average rate of $100.00 to $199.99, to be assessed at a rate of $1.90 per hotel room night sold.

Non-Assessed: Hotels with an annual average rate below $100.00 Our methodology consisted of reviewing and recalculating available and occupied rooms, and revenues data for all Santa Monica hotels, from SMTT.

Of note, given the COVID-19 pandemic, many hotels operated at less than full availability and/ or at reduced room rates during some of 2021. However, unlike 2020 when many hotels were ______________________________________________________________________________ 1041 S. Gramercy Drive, Los Angeles CA 90019
323-735-4464
www.lsconsult.com

3.H.a
Packet Pg. 812 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) 2 closed for extended periods, for 2022 all hotels are classified in the appropriate tier based on their actual 2021 ADR performance.

Our determination of the appropriate tier category for 2022 for each of 41 Santa Monica lodging properties is listed below.

Hotel 2022 Tier ADR 2021 Tier 2022 Result
Hotels to Stay in Same Tier in 2022 from 2021
Tier 1 - 12 Hotels with ADR $300+
Hotel Casa del Mar 1 $717.27 1 Stay in Current Tier
Cottage 1 N/a 1 Stay in Current Tier
Fairmont Miramar 1 $474.48 1 Stay in Current Tier
The Georgian 1 $291.09 1 Stay in Current Tier
JW Marriott 1 $335.67 1 Stay in Current Tier
Loews 1 $511.02 1 Stay in Current Tier
Oceana 1 $674.44 1 Stay in Current Tier
Palihouse 1 $366.70 1 Stay in Current Tier
Proper Hotel 1 $497.06 1 Stay in Current Tier
Shangri-La Hotel 1 $309.72 1 Stay in Current Tier
Shutters 1 $747.16 1 Stay in Current Tier
Viceroy 1 $392.47 1 Stay in Current Tier
Tier 2 – 8 Hotels ADR $200-299
The Ambrose 2 $299.69 2 Stay in Current Tier
CalMar 2 $210.04 2 Stay in Current Tier
Courtyard 2 $228.58 2 Stay in Current Tier
Hampton Inn 2 $211.15 2 Stay in Current Tier
Hilton Hotel 2 $293.12 2 Stay in Current Tier
Huntley 2 $297.36 2 Stay in Current Tier
Le Meridien 2 $272.48 2 Stay in Current Tier
Wyndham 2 $231.29 2 Stay in Current Tier
Tier 3 11 Hotels ADR $100-199
Hotel Carmel 3 $175.16 3 Stay in Current Tier
Comfort Inn 3 $158.75 3 Stay in Current Tier
Days Inn 3 $147.31 3 Stay in Current Tier
Gateway 3 $163.86 3 Stay in Current Tier
Ocean Park 3 $139.04 3 Stay in Current Tier
Palm Motel 3 $143.53 3 Stay in Current Tier
Rest Haven 3 $132.14 3 Stay in Current Tier
Santa Monica Motel 3 $139.59 3 Stay in Current Tier
Sea Shore Motel 3 $186.30 3 Stay in Current Tier
Sea View Motel 3 n/a 3 Stay in Current Tier
Sure Stay Best Western 3 $157.10 3 Stay in Current Tier 4 Hotels Move Up One Tier, to Tier 2 from Tier 3
Bayside 2 $211.84 3 Move up to Tier 2
Ocean Lodge 2 $222.18 3 Move up to Tier 2

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Packet Pg. 813 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) 3 Hotel 2022 Tier ADR 2021 Tier 2022 Result
Ocean View 2 $226.41 3 Move up to Tier 2
Sea Blue Hotel 2 $239.90 3 Move up to Tier 2
1 Hotel Moves Down One Tier, to Tier 2 from Tier 1
Shore Hotel 2 $250.24 1 Move down to Tier 2
Summary of All Hotels by 2022 Tier
Tier 1: 12 Hotels with a 2021 ADR of $300.00+
• Hotel Casa del Mar
• The Cottage Santa Monica
• Fairmont Miramar Hotel & Bungalows
• The Georgian Hotel
• J W Marriott Santa Monica Le Merigot
• Loews Santa Monica Beach Hotel
• Oceana Beach Club Hotel
• Palihouse Santa Monica
• Proper Hotel
• Shangri-La Hotel
• Shutters on the Beach
• Viceroy Santa Monica
Tier 2: 13 Hotels with 2021 ADR of $200.00 to $299.99
• The Ambrose Hotel
• Bayside Hotel
• Cal Mar Hotel Suites
• Courtyard by Marriott
• Hampton Hotel
• Hilton Hotel (formerly Doubletree)
• The Huntley Hotel
• Le Meridien Delfina
• Ocean Lodge
• Ocean View Hotel
• Sea Blue Hotel (former Hotel California)
• Shore Hotel
• Wyndham Santa Monica at the Pier

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Packet Pg. 814 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) 4 Tier 3: 11 Hotels with a 2020 ADR of $100.00 to $199.99 • Hotel Carmel
• Comfort Inn
• Days Inn
• Gateway Hotel (former Best Western)
• Ocean Park Inn
• Palm Motel
• Rest Haven Motel
• Santa Monica Motel
• Sea Shore Motel
• Sea View
• SureStay Hotel (former Travelodge)
Data for five motels was not provided, and we assume this is due to an ADR below $100.00 and therefore exempt from the TMD assessment for the current year. • American Motel
• American Youth Hostel
• Holiday Motel
• Ocean Park Hotel
• Pavilions Motel
We appreciate your resources to facilitate and the opportunity to assist you with this review.

Please feel free to contact me if you have any questions or comments, or for further interpretation of our findings.

Sincerely,
Lauren Schlau
President

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Packet Pg. 815 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) 2018-2027
September 29, 2016 Prepared pursuant to the Property and Business Improvement District Law of 1994, Streets and Highways Code section 36600 et seq.

SANTA MONICA TOURISM

MARKETING DISTRICT

MANAGEMENT DISTRICT PLAN

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Packet Pg. 816 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan)

CONTENTS
I. OVERVIEW ........................................................................................................................................2 II. ACCOMPLISHMENTS.....................................................................................................................4 III. BACKGROUND ................................................................................................................................6 IV. BOUNDARY.......................................................................................................................................7 V. BUDGET AND SERVICES.............................................................................................................8 A. Annual Service Plan............................................................................................................ 8 B. Annual Budget .................................................................................................................... 9 C. California Constitutional Compliance .............................................................................. 10 D. Assessment........................................................................................................................ 13 E. Penalties and Interest ........................................................................................................ 13 F. Time and Manner for Collecting Assessments................................................................. 14 VI. GOVERNANCE...............................................................................................................................15 A. Owners’ Association......................................................................................................... 15 B. Brown Act and California Public Records Act Compliance ............................................ 15 C. Annual Report................................................................................................................... 15 D. Milestone Report............................................................................................................... 15 APPENDIX 1 – LAW....................................................................................................................................17 APPENDIX 2 – ASSESSED BUSINESSES .............................................................................................28 APPENDIX 3 – BENEFIT STUDY ..........................................................................................................29 APPENDIX 4 – TIER BENEFITS.............................................................................................................30 Prepared by
Civitas
(800)999-7781
www.civitasadvisors.com

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Packet Pg. 817 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Management District Plan 2
September 29, 2016
I. OVERVIEW
Developed by Santa Monica Travel & Tourism (SMTT), the Santa Monica Tourism Marketing District (SMTMD) is an assessment district proposed to provide specific benefits to payors, by funding marketing and sales promotion efforts for assessed businesses. The SMTMD was formed in 2012 for a five (5) year term; lodging businesses now wish to renew it for an additional nine and one-half (9.5) years.

Location: The renewed SMTMD includes all lodging businesses located within the boundaries of the City of Santa Monica with an average daily rate of $100 or more, as shown on the map in section IV.

Services: The SMTMD is designed to provide specific benefits directly to payors by increasing room night sales. Marketing and sales promotions will increase overnight tourism and market payors as tourist, meeting and event destinations, thereby increasing room night sales.

Budget: The total SMTMD annual budget for each full year of operation is anticipated to be approximately $4,130,000. The initial “year” of operation will be a partial year consisting of six months, for which the anticipated budget is $2,065,000. This budget is expected to fluctuate as room sales and the assessment rate do, as detailed in Section V.

Cost: The assessment is a fixed amount per occupied room per night. The assessment is based on the businesses’ average daily rate, based on the previous year’s performance.

Average daily rate figures shall be updated annually. Based on the benefit received, assessments will not be collected on: stays of more than thirty (30) consecutive days; and stays paid by any Federal, State of California, or City of Santa Monica, official or employee when on official business provided that an exempt certificate is executed at the time of registration. Lodging businesses with an average daily rate less than $100 will not be included in the district or assessed. Assessment rates are:

Tier Average Daily
Rate
Assessment Per Occupied Room
Per Night
1 $300 and above $5.25
2 $200 - $299.99 $4.25
3 $100 - $199.99 $1.50
Assessment rates may be subject to an annual increase of no more than twenty-five cents ($0.25) per year for Tier 1 and Tier 2 lodging businesses and no more than ten cents ($0.10) per year for Tier 3 lodging businesses. The table below demonstrates the maximum with the assumption that the rates will be increased by the maximum amounts for each category in each year of the SMTMD’s nine and one-half (9.5) year term, as it is a required disclosure, it is not the anticipated course of action. The maximum assessment rate for each category is:

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Packet Pg. 818 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Management District Plan 3
September 29, 2016
Year $100 - $199.99 $200 - $299.99 $300 and Above
2018* $1.50 $4.25 $5.25
2018-19 $1.60 $4.50 $5.50
2019-20 $1.70 $4.75 $5.75
2020-21 $1.80 $5.00 $6.00
2021-22 $1.90 $5.25 $6.25
2022-23 $2.00 $5.50 $6.50
2023-24 $2.10 $5.75 $6.75
2024-25 $2.20 $6.00 $7.00
2025-26 $2.30 $6.25 $7.25
2026-27 $2.40 $6.50 $7.50
*The initial “year” is January 1, 2018 through June 30, 2018 Collection: The City will be responsible for collecting the assessment on a monthly basis (including any delinquencies, penalties and interest) from each lodging business located in the boundaries of the SMTMD. The City shall take all reasonable efforts to collect the assessments from each lodging business.

Duration: The renewed SMTMD will have a nine and one-half (9.5) year life, beginning January 1, 2018 through June 30, 2027. Once per year, beginning on the anniversary of district renewal, there is a 30-day period in which owners paying more than fifty percent (50%) of the assessment may protest and initiate a City Council hearing on district disestablishment.

Management: Santa Monica Travel & Tourism will continue to serve as the SMTMD’s Owners’ Association. The Owners’ Association is charged with managing funds and implementing programs in accordance with this Plan, and must provide annual reports to the City Council.

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Packet Pg. 819 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Management District Plan 4
September 29, 2016
II. ACCOMPLISHMENTS
The SMTMD is being renewed for the following reasons:

1. The SMTMD has funded excellent marketing programs and strategies In the first five (5) year term of the SMTMD, the District has funded:
x Creation of 5-year strategic plan for the destination with input provided by the TMD Hotel Committee;
x Focus Groups conducted in seven (7) domestic and international target markets to assess perceptions of the destination brand;
x Integrated advertising campaigns targeted to domestic target markets to drive travel during Santa Monica’s soft season (paid search, behavioral retargeting, display, paid social, eNewsletter sponsorships).
x Entirely redesigned SantaMonica.com, including new white labeled booking site to drive bookings directly to assessed lodging businesses’ websites. New website recognized with industry design awards for structure, concept and functionality; x Redesigned logo, brand style guide, destination photography and video; and x New and improved Official Visitor Guide and Map with award-winning publishing partner.

2. The SMTMD has funded enhanced business development programs for key international target markets
x United Kingdom, Australia and Brazil:
o Full time representation in all three markets;
o Enhanced public relations support;
o B2B and B2C integrated campaigns with performance metrics and sales analysis; o Brand enhancing partnerships with travel trade clientele (Visit California and Brand USA);
o Sales and media missions including key hotel partners for targeted markets; o Tradeshow participation; and
o Ongoing trade relationship development and trainings. x France and Germany:
o Part-time representation;
o B2B campaigns with sales and social media performance metrics; o Tradeshow participation; and
o Ongoing trade relationship development and trainings.

3. The SMTMD has funded initiatives to increase the meetings and incentives market Santa Monica Travel and Tourism has executed over twenty meetings and incentive (MICE) programs with the objective of increasing qualified meetings and incentives business to the destination. x Sales missions were conducted in New York, Toronto, Washington DC, Chicago, Minneapolis, San Francisco, Orange County and San Diego; x SMTT exhibited at IMEX America, IncentiveWorks, and Incentive Travel Exchange, conducting over 500 meetings with key buyers;
x SMTT hosted nearly thirty (30) meeting planners to the destination to experience first hand what their clients would be booking; and

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Packet Pg. 820 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Management District Plan 5
September 29, 2016
x SMTT engaged a third party consultant to conduct focus groups with these meeting planners to better understand future meetings and incentives business opportunity for the destination.

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Packet Pg. 821 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Management District Plan 6
September 29, 2016
III. BACKGROUND
TMDs are an evolution of the traditional Business Improvement District. The first TMD was formed in West Hollywood, California in 1989. Since then, ninety-five (95) California destinations have followed suit. In recent years, other states have begun adopting the California model – Montana, South Dakota, Washington, Colorado, Texas and Louisiana have adopted TMD laws. Several other states are in the process of adopting their own legislation. The cities of Wichita, Kansas and Newark, New Jersey used an existing business improvement district law to form a TBID. And, some cities, like Portland, Oregon and Memphis, Tennessee have utilized their home rule powers to create TMDs without a state law.

California’s TMDs collectively raise
over $200 million for local
destination marketing. With
competitors raising their budgets,
and increasing rivalry for visitor
dollars, it is important that Santa
Monica lodging businesses
continue to invest in stable,
lodging-specific marketing
programs.

TMDs utilize the efficiencies of
private sector operation in the
market-based promotion of
tourism districts. TMDs allow
lodging business owners to
organize their efforts to increase room night sales. Lodging business owners within the TMD pay an assessment and those funds are used to provide services that increase room night sales.

In California, TMDs are formed pursuant to the Property and Business Improvement District Law of 1994. This law allows for the creation of a benefit assessment district to raise funds within a specific geographic area. The key difference between TMDs and other benefit assessment districts is that funds raised are returned to the private non-profit corporation governing the district.

There are many benefits to TMDs:
x Funds must be spent on services and improvements that provide a specific benefit only to those who pay;
x Funds cannot be diverted to general government programs; x They are customized to fit the needs of payors in each destination; x They allow for a wide range of services;
x They are designed, created and governed by those who will pay the assessment; and x They provide a stable, long-term funding source for tourism promotion. 1 2 4 6 9 12
19 24 28 31
37 45
60 63
72 80
88 95
0 10
20 30
40 50
60 70
80 90
100
198919952000200120022003200420052006200720082009201020112012201320142015 Number of Districts Operating Per Year

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Packet Pg. 822 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Management District Plan 7
September 29, 2016
IV. BOUNDARY
The SMTMD will include all lodging businesses, existing and in the future, available for public occupancy within the boundaries of the City of Santa Monica with an average daily rate of $100 or more. Lodging businesses whose average daily rate increases to $100 will be assessed upon determination of the increase; likewise, lodging businesses whose average daily rate decreases to below $100 will not be assessed upon determination of the decrease. Average daily rate figures shall be updated annually.

Lodging business means: Any public or private hotel, inn, hostelry, tourist home or house motel, rooming house or other lodging place within the City of Santa Monica offering lodging, wherein the owner and operator thereof, for compensation, furnishes lodging to any transient.

The boundary, as shown in the map below, currently includes thirty-two (32) lodging businesses. A complete listing of lodging businesses within the renewed SMTMD can be found in Appendix 2.

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Packet Pg. 823 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Management District Plan 8
September 29, 2016
V. BUDGET AND SERVICES
A. Annual Service Plan
Assessment funds will be spent to provide specific benefits conferred or privileges granted directly to the payors that are not provided to those not charged, and which do not exceed the reasonable cost to the City of conferring the benefits or granting the privileges. The privileges and services provided with the SMTMD funds are sales and marketing programs available only to assessed businesses. The assessment rate for each Tier will be commensurate with privileges and services provided to assessed businesses in each Tier as detailed in Appendix 4.

A service plan budget has been developed to deliver services that benefit the assessed businesses. A detailed annual budget will be developed and approved by the SMTT TMD Committee and the SMTT Board. The table below illustrates the initial annual budget allocations for the first partial fiscal year.

The total SMTMD annual budget for each full year of operation is anticipated to be approximately $4,130,000. The initial “year” of operating will be a partial year consisting of six months, for which the anticipated budget is $2,065,000.

Although actual revenues will fluctuate due to market conditions and assessment rate increases, the proportional allocations of the budget shall remain the same. However, the City and the SMTT board shall have the authority to adjust budget allocations between the categories by no more than fifteen percent (15%) of the total budget per year. A description of the proposed improvements and activities for the initial year of operation is below. The same activities are proposed for subsequent years. In the event of a legal challenge against the SMTMD, any and all assessment funds may be used for the costs of defending the SMTMD.

Each budget category includes all costs related to providing that service, in accordance with Generally Accepted Accounting Procedures (GAAP). For example, the sales and marketing budget includes the cost of staff time dedicated to overseeing and implementing the sales and marketing program. Staff time dedicated purely to administrative tasks is allocated to the administrative portion of the budget.

The costs of an individual staff member may be allocated to multiple budget categories, as appropriate Sales & Marketing,
$1,755,250 , 85%
Administration,
$206,500 , 10%
Contingency/Reserve, $103,250 , 5%
FY 2018 Budget (January - June) - $2,065,000

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Packet Pg. 824 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Management District Plan 9
September 29, 2016
in accordance with GAAP. The staffing levels necessary to provide the services below will be determined by SMTT on an as-needed basis. Staff costs will be allocated based on work performed.

Sales and Marketing
A sales and marketing program will promote assessed businesses as tourist, meeting, and event destinations. The sales and marketing program will have a central theme of promoting Santa Monica as a desirable place for overnight visits. The program will have the goal of increasing overnight visitation and room night sales at assessed businesses, and may include the following activities:
x Internet marketing efforts to increase awareness and optimize internet presence to drive overnight visitation and room sales to assessed businesses; x Print ads in magazines and newspapers, television ads, and radio ads targeted at potential visitors to drive overnight visitation and room sales to assessed businesses; x Attendance of trade shows to promote assessed businesses; x Sales blitzes for assessed businesses;
x Familiarization tours of assessed businesses;
x Research and analytics to promote assessed businesses; x Translation services designed to drive overnight visitation and room sales to assessed businesses;
x Staff to implement and support expanded marketing and promotion efforts to promote assessed businesses;
x External public relations firms to promote assessed businesses; x Preparation and production of collateral promotional materials such as brochures, flyers and maps featuring assessed businesses;
x Attendance of professional industry conferences and affiliation events to promote assessed businesses;
x Lead generation activities designed to attract tourists and group events to assessed businesses; x Director of Sales and General Manager meetings to plan and coordinate tourism promotion efforts for assessed businesses; and
x Development and maintenance of a website designed to promote assessed businesses.

Administration and Operations
The administration and operations portion of the budget shall be utilized for administrative staffing costs, office costs, and other general administrative costs such as insurance, legal, and accounting fees.

Contingency/Reserve
The budget includes a contingency line item to account for uncollected assessments, if any. If there are contingency funds collected, they may be held in a reserve fund or utilized for other program, administration or renewal costs at the discretion of the Owners’ Association. Policies relating to contributions to the reserve fund, the target amount of the reserve fund, and expenditure of monies from the reserve fund shall be set by the SMTT TMD Committee and the SMTT Board of Directors.

The reserve fund may be used for the costs of renewing the District.

B. Annual Budget
The total nine and one-half (9.5) year improvement and service plan budget is projected at approximately $4,130,000 annually, or $57,530,913 through 2027 if the maximum assessment rate increases are adopted. Fiscal year 2018 covers the six month period from January to June 2018, resulting in a lower budget for the first six months of district operation. This budget is expected to fluctuate as room sales change and if the assessment rate is increased. The initial assessment rate is:

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Packet Pg. 825 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Management District Plan 10
September 29, 2016
Tier Average Daily Rate Assessment Per Occupied Room Per Night 1 $300 and above $5.25
2 $200 - $299.99 $4.25
3 $100 - $199.99 $1.50
The SMTT may increase the assessment rate by a maximum of $0.25 per year for Tier 1 and Tier 2 lodging businesses and no more than ten cent ($0.10) per year for Tier 3 lodging businesses. The assessment rate might not increase starting in fiscal year 2018-19, the increases may be implemented in later years at the discretion of the Owners’ Association. The table below demonstrates the maximum with the assumption that the rates will be increased by the maximum amounts for each category in each year of the SMTMD’s nine and one-half (9.5) year term, as it is a required disclosure, it is not the anticipated course of action. Additionally, a three percent (3%) annual increase in the total budget is shown, to account for estimated increased room night sales as a result of SMTMD efforts. This three percent (3%) annual increase is a conservative estimate based on the effects of similarly sized TMD budgets. If the maximum annual assessment increases are adopted by the SMTT Board, the estimated annual budget will increase as shown in the table below.

Estimated Annual Budget If Maximum Assessment Rates Are Adopted 2018-2027
FY Sales &
Marketing Administration Contingency/Reserve Total
2018* $1,755,250 $206,500 $103,250 $2,065,000
2018-19 $3,813,041 $448,593 $224,297 $4,485,931
2019-20 $4,130,576 $485,950 $242,975 $4,859,501
2020-21 $4,463,730 $525,145 $262,572 $5,251,447
2021-22 $4,813,157 $566,254 $283,127 $5,662,537
2022-23 $5,179,531 $609,357 $304,678 $6,093,566
2023-24 $5,563,556 $654,536 $327,268 $6,545,360
2024-25 $5,965,962 $701,878 $350,939 $7,018,778
2025-26 $6,387,504 $751,471 $375,736 $7,514,710
2026-27 $6,828,969 $803,408 $401,704 $8,034,082
Total $48,901,276 $5,753,091 $2,876,546 $57,530,913
*Fiscal year 2018 only covers a 6 month period (January – June). The estimate for the first year of operation of the district is $4,130,000 which translates to approximately $344,166.67 per month. The subsequent years in the table above use the $4,130,000 figure as a base number for all calculations.

C. California Constitutional Compliance
The SMTMD assessment is not a property-based assessment subject to the requirements of Proposition 218. The Court has found, “Proposition 218 limited the term ‘assessments’ to levies on real property.”1 Rather, the SMTMD assessment is a business-based assessment, and is subject to Proposition 26. Pursuant to Proposition 26 all levies are a tax unless they fit one of seven exceptions.

Two of these exceptions apply to the SMTMD, a “specific benefit” and a “specific government service.” Both require that the costs of benefits or services do not exceed the reasonable costs to the City of conferring the benefits or providing the services. 1 Jarvis v. the City of San Diego 72 Cal App. 4th 230

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Packet Pg. 826 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Management District Plan 11
September 29, 2016

1. Specific Benefit
Proposition 26 requires that assessment funds be expended on, “a specific benefit conferred or privilege granted directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of conferring the benefit or granting the privilege.”2 The services in this Plan are designed to provide targeted benefits directly to assessed lodging businesses, and are intended only to provide benefits and services directly to those businesses paying the assessment. These services are tailored not to serve the general public, businesses in general, or parcels of land, but rather to serve the specific lodging businesses within the District. The activities described in this Plan are specifically targeted to increase room night sales for assessed lodging businesses within the boundaries of the District, and are narrowly tailored. SMTMD funds will be used exclusively to provide the specific benefit of increased room night sales directly to the assessees. Assessment funds shall not be used to feature non-assessed lodging businesses in SMTMD programs, or to directly generate sales for non-assessed businesses. The activities paid for from assessment revenues are business services constituting and providing specific benefits to the assessed businesses.

The assessment imposed by this District is for a specific benefit conferred directly to the payors that is not provided to those not charged. The specific benefit conferred directly to the payors is an increase in room night sales. The specific benefit of an increase in room night sales for assessed lodging businesses will be provided only to lodging businesses paying the district assessment, with marketing and sales programs promoting lodging businesses paying the district assessment. The marketing and sales programs will be designed to increase room night sales at each assessed lodging businesses. Because they are necessary to provide the marketing and sales programs that specifically benefit the assessed lodging businesses, the administration and contingency services also provide the specific benefit of increased room night sales to the assessed lodging businesses.

Although the District, in providing specific benefits to payors, may produce incidental benefits to non-paying businesses, the incidental benefit does not preclude the services from being considered a specific benefit. The legislature has found that, “A specific benefit is not excluded from classification as a ‘specific benefit’ merely because an indirect benefit to a nonpayor occurs incidentally and without cost to the payor as a consequence of providing the specific benefit to the payor.”3

2. Specific Government Service
The assessment may also be utilized to provide, “a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of providing the service or product.”4 The legislature has recognized that marketing and promotions services like those to be provided by the SMTMD are government services within the meaning of Proposition 265. Destination marketing services are frequently funded and provided by local governments. In the case of the SMTMD, the district is formed and services are overseen by the Santa Monica City Council. Further, the legislature has determined that “a specific government service is not excluded from classification as a ‘specific government service’ merely because an indirect benefit to a nonpayor occurs incidentally and without cost to the payor as a consequence of providing the specific government service to the payor.”6 2 Cal. Const. art XIII C § 1(e)(1)
3 Government Code § 53758(a)
4 Cal. Const. art XIII C § 1(e)(2)
5 Government Code § 53758(b)
6 Government Code § 53758(b)

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Packet Pg. 827 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Management District Plan 12
September 29, 2016

3. Reasonable Cost
District services will be implemented carefully to ensure they do not exceed the reasonable cost of such services. The full amount assessed will be used to provide the services described herein. Funds will be managed by SMTT, and reports submitted on an annual basis to the City. Only assessed lodging businesses will be featured in marketing materials, receive sales leads generated from districtfunded activities, be featured in advertising campaigns, and benefit from other district-funded services.

Non-assessed lodging businesses will not receive these, nor any other, district-funded services and benefits.

The District-funded programs are all targeted directly at and feature only assessed businesses. It is, however, possible that there will be a spill over benefit to non-assessed businesses. If non-assessed lodging businesses receive incremental room nights, that portion of the promotion or program generating those room nights shall be paid with non-District funds. SMTMD funds shall only be spent to benefit the assessed businesses, and shall not be spent on that portion of any program which directly generates incidental room nights for non-assessed businesses.

4. Benefit to NonPayors
The specific benefits provided by the SMTMD will only be directly provided to the assessed businesses; they will not be directly provided to non-assessed businesses. Possible indirect benefit does not preclude the SMTMD services from being considered a specific benefit. The legislature has directly indicated, in the context of tourism marketing districts, that services are not precluded from classification as a specific benefit merely because an indirect benefit to a nonpayor occurs as a consequence of providing the service and without cost to the payor.7 Although the legislature does not require the cost of any incidental benefit to non-payors be separated from the assessment, out of an abundance of caution a study was conducted on benefit generated by the SMTMD programs. The study is attached as Appendix 3. The study found that 6.6% of marketing programs generate incidental room night sales at non-assessed lodging businesses. Although it is not required, the portion of programs that generate this benefit will be paid for with non-assessment funds. Assessment funds will only fund that portion of the programs (93.4%) which represents a specific benefit to the assessed businesses. For example, if a program costs $100,000 total, the SMTMD will fund $93,400 and the remaining $6,600 will be sourced from non-assessment funds.

The amount of the assessment is no more than necessary to cover the reasonable costs of the proposed activities, and the manner in which the costs are allocated to a business owner bear a fair share or reasonable relationship to the businesses’ benefits received from the proposed activities. The benefit study in Appendix 3 found that the benefits provided by the SMTMD do not exceed the reasonable cost.

The programs provided with District funding receive additional non-assessment funding in the form of grants, corporate sponsorships, event income, transient occupancy tax, and other funds. These funding sources shall be equal to or exceed the amount of benefit conferred to non-payors annually by the District’s services. These non-assessment funds will be used to pay for the benefit to nonpayors provided by the proposed services, ensuring that assessments will only be used to provide benefits to assessed businesses.
7 AB 483 Ting (2014)

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Packet Pg. 828 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) SMTMD Management District Plan 13
September 29, 2016
D. Assessment
The assessment is a fixed amount per occupied room per night. The assessment is based on the businesses’ average daily rate, based on the previous year’s performance. Average daily rate figures shall be updated annually. Based on the benefit received, assessments will not be collected on: stays of more than thirty (30) consecutive days; and stays paid by any Federal, State of California, or City of Santa Monica, official or employee when on official business provided that an exempt certificate is executed at the time of registration. Lodging businesses with an average daily rate less than $100 will not be included in the district or assessed. Assessment rates are:

Tier Average Daily Rate Assessment Per Occupied Room Per Night 1 $300 and above $5.25
2 $200 - $299.99 $4.25
3 $100 -$199.99 $1.50
Assessment rates may be subject to an annual increase of no more than twenty-five cents ($0.25) per year for Tier 1 and Tier 2 lodging businesses and no more than ten cent ($0.10) per year for Tier 3 lodging businesses. The table below demonstrates the maximum with the assumption that the rates will be increased by the maximum amount for each category in each year of the SMTMD’s nine and one-half (9.5) year term, as it is a required disclosure, it is not the anticipated course of action. The maximum assessment rate for each category is:

FY $100 - $199.99 $200 - $299.99 $300 and Above
2018* $1.50 $4.25 $5.25
2018-19 $1.60 $4.50 $5.50
2019-20 $1.70 $4.75 $5.75
2020-21 $1.80 $5.00 $6.00
2021-22 $1.90 $5.25 $6.25
2022-23 $2.00 $5.50 $6.50
2023-24 $2.10 $5.75 $6.75
2024-25 $2.20 $6.00 $7.00
2025-26 $2.30 $6.25 $7.25
2026-27 $2.40 $6.50 $7.50
*Fiscal year 2018 only covers a 6 month period (January – June).

The assessment is levied upon and a direct obligation of the assessed lodging business. However, the assessed lodging business may, at its discretion, pass the assessment on to transients. The amount of assessment, if passed on to each transient, shall be disclosed in advance and separately stated from the amount of rent charged and any other applicable taxes, and each transient shall receive a receipt for payment from the business. The assessment shall be disclosed as the “TMD Assessment.” The assessment is imposed solely upon, and is the sole obligation of the assessed lodging business even if it is passed on to transients. The assessment shall not be considered revenue for any purposes, including calculation of transient occupancy taxes.

Bonds shall not be issued.

E. Penalties and Interest
If any business shall fail or refuse to remit to the City the assessment due on or before the last day of the month in which the assessment becomes due, there shall be added to the assessment a penalty of ten percent (10%) of the amount of the assessment. If the assessment remains delinquent and

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unpaid thereafter for a period of thirty (30) days, there shall be an additional penalty of ten percent (10%).

F. Time and Manner for Collecting Assessments
The SMTMD assessment will be implemented beginning January 1, 2018 and will continue for nine and one-half (9.5) years through June 30, 2027. The City will be responsible for collecting the assessment on a monthly basis (including any delinquencies, penalties and interest) from each lodging with an average daily rate of $100 or more. The City shall take all reasonable efforts to collect the assessments from each lodging business. The City shall forward the assessments collected to the Owners’ Association.

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VI. GOVERNANCE
A. Owners’ Association
The City Council, through adoption of this Management District Plan, has the right, pursuant to Streets and Highways Code §36651, to identify the body that shall implement the proposed program, which shall be the Owners’ Association of the SMTMD as defined in Streets and Highways Code §366612. The City Council has determined that Santa Monica Travel & Tourism will serve as the Owners’ Association for the SMTMD.

The SMTT standing advisory committee, known as the “TMD Hotel Committee” shall continue to be responsible for making recommendations to the SMTT Board regarding SMTMD funds and programs. The TMD Hotel Committee shall have between four (4) and nine (9) members, of which at least four (4) will be representatives of assessed lodging businesses.

Annually, SMTT shall hold a joint SMTT board and TMD Hotel Committee meeting which will be open to the public. The purpose of the annual meeting will be mutual approval of the budget and programs for SMTMD funds for the upcoming fiscal year.

B. Brown Act and California Public Records Act Compliance An Owners’ Association is a private entity and may not be considered a public entity for any purpose, nor may its board members or staff be considered to be public officials for any purpose. The Owners’ Association is, however, subject to government regulations relating to transparency, namely the Ralph M. Brown Act and the California Public Records Act. These regulations are designed to promote public accountability. The Owners’ Association acts as a legislative body under the Ralph M. Brown Act (Government Code §54950 et seq.). Thus, meetings of the SMTT board and certain committees must be held in compliance with the public notice and other requirements of the Brown Act. The Owners’ Association is also subject to the record keeping and disclosure requirements of the California Public Records Act. Accordingly, the Owners’ Association shall publicly report any action taken and the vote or abstention on that action of each member present for the action.

C. Annual Report
SMTT shall present an annual report at the end of each year of operation to the City Council pursuant to Streets and Highways Code §36650 (see Appendix 1). The annual report shall include:
x Any proposed changes in the boundaries of the improvement district or in any benefit zones or classification of businesses within the district.
x The improvements and activities to be provided for that fiscal year. x An estimate of the cost of providing the improvements and the activities for that fiscal year. x The method and basis of levying the assessment in sufficient detail to allow each business owner to estimate the amount of the assessment to be levied against his or her business for that fiscal year.
x The estimated amount of any surplus or deficit revenues to be carried over from a previous fiscal year.
x The estimated amount of any contributions to be made from sources other than assessments levied pursuant to this part.

D. Milestone Report
SMTT shall prepare a five-year Milestone Report, which will be due in May 2022 prior to the City’s approval of the annual report for Fiscal Year 2022-2023. The Milestone Report shall be submitted to

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the City and all assessed businesses. It shall include all information required in the annual report, as well as historical program and performance data, including key performance indicators for lodging businesses such as average daily rate, revenue per available room, and occupancy rates. The Milestone Report may serve as the annual report for Fiscal Year 2022-2023. If lodging businesses are not satisfied with the results of the Milestone Report, they may petition the City to disestablish the District pursuant to Streets and Highways Code section 36650.

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APPENDIX 1 – LAW

STREETS AND HIGHWAYS CODE
Division 18. Parking
Part 7. Property and Business Improvement District Law of 1994 Cal Sts & Hy Code Div. 18, Pt. 7 Note (2015)
*** This document is current through the 2015 Supplement *** (All 2014 legislation)
36600. Citation of part
This part shall be known and may be cited as the “Property and Business Improvement District Law of 1994.” 36601. Legislative findings and declarations
The Legislature finds and declares all of the following:
(a) Businesses located and operating within business districts in some of this state’s communities are economically disadvantaged, are underutilized, and are unable to attract customers due to inadequate facilities, services, and activities in the business districts.
(b) It is in the public interest to promote the economic revitalization and physical maintenance of business districts in order to create jobs, attract new businesses, and prevent the erosion of the business districts. (c) It is of particular local benefit to allow business districts to fund business related improvements, maintenance, and activities through the levy of assessments upon the businesses or real property that receive benefits from those improvements.
(d) Assessments levied for the purpose of conferring special benefit upon the real property or businesses in a business district are not taxes for the general benefit of a city, even if property or persons not assessed receive incidental or collateral effects that benefit them.
(e) Property and business improvement districts formed throughout this state have conferred special benefits upon properties and businesses within their districts and have made those properties and businesses more useful by providing the following benefits:
(1) Crime reduction. A study by the Rand Corporation has confirmed a 12-percent reduction in the incidence of robbery and an 8-percent reduction in the total incidence of violent crimes within the 30 districts studied.
(2) Job creation.
(3) Business attraction.
(4) Business retention.
(5) Economic growth.
(6) New investments.
(f) With the dissolution of redevelopment agencies throughout the state, property and business improvement districts have become even more important tools with which communities can combat blight, promote economic opportunities, and create a clean and safe environment. (g) Since the enactment of this act, the people of California have adopted Proposition 218, which added Article XIII D to the Constitution in order to place certain requirements and restrictions on the formation of, and activities, expenditures, and assessments by property-based districts. Article XIII D of the Constitution provides that propertybased districts may only levy assessments for special benefits. (h) The act amending this section is intended to provide the Legislature’s guidance with regard to this act, its interaction with the provisions of Article XIII D of the Constitution, and the determination of special benefits in property-based districts.
(1) The lack of legislative guidance has resulted in uncertainty and inconsistent application of this act, which discourages the use of assessments to fund needed improvements, maintenance, and activities in propertybased districts, contributing to blight and other underutilization of property. (2) Activities undertaken for the purpose of conferring special benefits upon property to be assessed inherently produce incidental or collateral effects that benefit property or persons not assessed. Therefore, for special

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benefits to exist as a separate and distinct category from general benefits, the incidental or collateral effects of those special benefits are inherently part of those special benefits. The mere fact that special benefits produce incidental or collateral effects that benefit property or persons not assessed does not convert any portion of those special benefits or their incidental or collateral effects into general benefits. (3) It is of the utmost importance that property-based districts created under this act have clarity regarding restrictions on assessments they may levy and the proper determination of special benefits. Legislative clarity with regard to this act will provide districts with clear instructions and courts with legislative intent regarding restrictions on property-based assessments, and the manner in which special benefits should be determined. 36602. Purpose of part
The purpose of this part is to supplement previously enacted provisions of law that authorize cities to levy assessments within property and business improvement districts, to ensure that those assessments conform to all constitutional requirements and are determined and assessed in accordance with the guidance set forth in this act.

This part does not affect or limit any other provisions of law authorizing or providing for the furnishing of improvements or activities or the raising of revenue for these purposes. 36603. Preemption of authority or charter city to adopt ordinances levying assessments Nothing in this part is intended to preempt the authority of a charter city to adopt ordinances providing for a different method of levying assessments for similar or additional purposes from those set forth in this part. A property and business improvement district created pursuant to this part is expressly exempt from the provisions of the Special Assessment Investigation, Limitation and Majority Protest Act of 1931 (Division 4 (commencing with Section 2800)).
36603.5. Part prevails over conflicting provisions
Any provision of this part that conflicts with any other provision of law shall prevail over the other provision of law, as to districts created under this part.
36604. Severability
This part is intended to be construed liberally and, if any provision is held invalid, the remaining provisions shall remain in full force and effect. Assessments levied under this part are not special taxes. 36606. “Activities”
“Activities” means, but is not limited to, all of the following that benefit businesses or real property in the district:
(a) Promotion of public events.
(b) Furnishing of music in any public place.
(c) Promotion of tourism within the district.
(d) Marketing and economic development, including retail retention and recruitment. (e) Providing security, sanitation, graffiti removal, street and sidewalk cleaning, and other municipal services supplemental to those normally provided by the municipality. (f) Other services provided for the purpose of conferring special benefit upon assessed businesses and real property located in the district.
36606.5. “Assessment”
“Assessment” means a levy for the purpose of acquiring, constructing, installing, or maintaining improvements and providing activities that will provide certain benefits to properties or businesses located within a property and business improvement district.
36607. “Business”

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“Business” means all types of businesses and includes financial institutions and professions. 36608. “City”
“City” means a city, county, city and county, or an agency or entity created pursuant to Article 1 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code, the public member agencies of which includes only cities, counties, or a city and county, or the State of California. 36609. “City council”
“City council” means the city council of a city or the board of supervisors of a county, or the agency, commission, or board created pursuant to a joint powers agreement and which is a city within the meaning of this part. 36609.4. “Clerk”
“Clerk” means the clerk of the legislative body.
36609.5. “General benefit”
“General benefit” means, for purposes of a property-based district, any benefit that is not a “special benefit” as defined in Section 36615.5.
36610. “Improvement”
“Improvement” means the acquisition, construction, installation, or maintenance of any tangible property with an estimated useful life of five years or more including, but not limited to, the following:
(a) Parking facilities.
(b) Benches, booths, kiosks, display cases, pedestrian shelters and signs. (c) Trash receptacles and public restrooms.
(d) Lighting and heating facilities.
(e) Decorations.
(f) Parks.
(g) Fountains.
(h) Planting areas.
(i) Closing, opening, widening, or narrowing of existing streets. (j) Facilities or equipment, or both, to enhance security of persons and property within the area. (k) Ramps, sidewalks, plazas, and pedestrian malls.
(l) Rehabilitation or removal of existing structures.
36611. “Management district plan”; “Plan”
“Management district plan” or “plan” means a proposal as defined in Section 36622. 36612. “Owners’ Association”
“Owners’ association” means a private nonprofit entity that is under contract with a city to administer or implement improvements, maintenance, and activities specified in the management district plan. An owners’ association may be an existing nonprofit entity or a newly formed nonprofit entity. An owners’ association is a private entity and may not be considered a public entity for any purpose, nor may its board members or staff be considered to be public officials for any purpose. Notwithstanding this section, an owners’ association shall comply with the Ralph M. Brown Act (Chapter 9 (commencing with Section 54950) of Part 1 of Division 2 of Title 5 of the Government Code), at all times when matters within the subject matter of the district are heard, discussed, or deliberated, and with the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1 of the Government Code), for all records relating to activities of the district.

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36614. “Property”
“Property” means real property situated within a district. 36614.5. “Property and business improvement district”; “District” “Property and business improvement district,” or “district,” means a property and business improvement district established pursuant to this part.
36614.6. “Property-based assessment”
“Property-based assessment” means any assessment made pursuant to this part upon real property. 36614.7. “Property-based district”
“Property-based district” means any district in which a city levies a property-based assessment. 36615. “Property owner”; “Business owner”; “Owner”
“Property owner” means any person shown as the owner of land on the last equalized assessment roll or otherwise known to be the owner of land by the city council. “Business owner” means any person recognized by the city as the owner of the business. “Owner” means either a business owner or a property owner. The city council has no obligation to obtain other information as to the ownership of land or businesses, and its determination of ownership shall be final and conclusive for the purposes of this part. Wherever this part requires the signature of the property owner, the signature of the authorized agent of the property owner shall be sufficient. Wherever this part requires the signature of the business owner, the signature of the authorized agent of the business owner shall be sufficient. 36615.5. “Special benefit”
“Special benefit” means, for purposes of a property-based district, a particular and distinct benefit over and above general benefits conferred on real property located in a district or to the public at large. Special benefit includes incidental or collateral effects that arise from the improvements, maintenance, or activities of property-based districts even if those incidental or collateral effects benefit property or persons not assessed. Special benefit excludes general enhancement of property value.
36616. “Tenant”
“Tenant” means an occupant pursuant to a lease of commercial space or a dwelling unit, other than an owner. 36617. Alternative method of financing certain improvements and activities; Effect on other provisions This part provides an alternative method of financing certain improvements and activities. The provisions of this part shall not affect or limit any other provisions of law authorizing or providing for the furnishing of improvements or activities or the raising of revenue for these purposes. Every improvement area established pursuant to the Parking and Business Improvement Area Law of 1989 (Part 6 (commencing with Section 36500) of this division) is valid and effective and is unaffected by this part.
36620. Establishment of property and business improvement district A property and business improvement district may be established as provided in this chapter. 36620.5. Requirement of consent of city council

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A county may not form a district within the territorial jurisdiction of a city without the consent of the city council of that city. A city may not form a district within the unincorporated territory of a county without the consent of the board of supervisors of that county. A city may not form a district within the territorial jurisdiction of another city without the consent of the city council of the other city. 36621. Initiation of proceedings; Petition of property or business owners in proposed district (a) Upon the submission of a written petition, signed by the property or business owners in the proposed district who will pay more than 50 percent of the assessments proposed to be levied, the city council may initiate proceedings to form a district by the adoption of a resolution expressing its intention to form a district. The amount of assessment attributable to property or a business owned by the same property or business owner that is in excess of 40 percent of the amount of all assessments proposed to be levied, shall not be included in determining whether the petition is signed by property or business owners who will pay more than 50 percent of the total amount of assessments proposed to be levied.
(b) The petition of property or business owners required under subdivision (a) shall include a summary of the management district plan. That summary shall include all of the following:
(1) A map showing the boundaries of the district.
(2) Information specifying where the complete management district plan can be obtained. (3) Information specifying that the complete management district plan shall be furnished upon request. (c) The resolution of intention described in subdivision (a) shall contain all of the following:
(1) A brief description of the proposed improvements, maintenance, and activities, the amount of the proposed assessment, a statement as to whether the assessment will be levied on property or businesses within the district, a statement as to whether bonds will be issued, and a description of the exterior boundaries of the proposed district, which may be made by reference to any plan or map that is on file with the clerk. The descriptions and statements do not need to be detailed and shall be sufficient if they enable an owner to generally identify the nature and extent of the improvements, maintenance, and activities, and the location and extent of the proposed district. (2) A time and place for a public hearing on the establishment of the property and business improvement district and the levy of assessments, which shall be consistent with the requirements of Section 36623. 36622. Contents of management district plan
The management district plan shall include, but is not limited to, all of the following:
(a) If the assessment will be levied on property, a map of the district in sufficient detail to locate each parcel of property and, if businesses are to be assessed, each business within the district. If the assessment will be levied on businesses, a map that identifies the district boundaries in sufficient detail to allow a business owner to reasonably determine whether a business is located within the district boundaries. If the assessment will be levied on property and businesses, a map of the district in sufficient detail to locate each parcel of property and to allow a business owner to reasonably determine whether a business is located within the district boundaries. (b) The name of the proposed district.
(c) A description of the boundaries of the district, including the boundaries of benefit zones, proposed for establishment or extension in a manner sufficient to identify the affected property and businesses included, which may be made by reference to any plan or map that is on file with the clerk. The boundaries of a proposed property assessment district shall not overlap with the boundaries of another existing property assessment district created pursuant to this part. This part does not prohibit the boundaries of a district created pursuant to this part to overlap with other assessment districts established pursuant to other provisions of law, including, but not limited to, the Parking and Business Improvement Area Law of 1989 (Part 6 (commencing with Section 36500)). This part does not prohibit the boundaries of a business assessment district created pursuant to this part to overlap with another business assessment district created pursuant to this part. This part does not prohibit the boundaries of a business assessment district created pursuant to this part to overlap with a property assessment district created pursuant to this part.
(d) The improvements, maintenance, and activities proposed for each year of operation of the district and the maximum cost thereof. If the improvements, maintenance, and activities proposed for each year of operation are the same, a description of the first year’s proposed improvements, maintenance, and activities and a statement that the same improvements, maintenance, and activities are proposed for subsequent years shall satisfy the requirements of this subdivision.
(e) The total annual amount proposed to be expended for improvements, maintenance, or activities, and debt service in each year of operation of the district. If the assessment is levied on businesses, this amount may be estimated

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based upon the assessment rate. If the total annual amount proposed to be expended in each year of operation of the district is not significantly different, the amount proposed to be expended in the initial year and a statement that a similar amount applies to subsequent years shall satisfy the requirements of this subdivision. (f) The proposed source or sources of financing, including the proposed method and basis of levying the assessment in sufficient detail to allow each property or business owner to calculate the amount of the assessment to be levied against his or her property or business. The plan also shall state whether bonds will be issued to finance improvements.
(g) The time and manner of collecting the assessments.
(h) The specific number of years in which assessments will be levied. In a new district, the maximum number of years shall be five. Upon renewal, a district shall have a term not to exceed 10 years. Notwithstanding these limitations, a district created pursuant to this part to finance capital improvements with bonds may levy assessments until the maximum maturity of the bonds. The management district plan may set forth specific increases in assessments for each year of operation of the district. (i) The proposed time for implementation and completion of the management district plan. (j) Any proposed rules and regulations to be applicable to the district. (k) (1) A list of the properties or businesses to be assessed, including the assessor’s parcel numbers for properties to be assessed, and a statement of the method or methods by which the expenses of a district will be imposed upon benefited real property or businesses, in proportion to the benefit received by the property or business, to defray the cost thereof.
(2) In a property-based district, the proportionate special benefit derived by each identified parcel shall be determined exclusively in relationship to the entirety of the capital cost of a public improvement, the maintenance and operation expenses of a public improvement, or the cost of the activities. An assessment shall not be imposed on any parcel that exceeds the reasonable cost of the proportional special benefit conferred on that parcel. Only special benefits are assessable, and a property-based district shall separate the general benefits, if any, from the special benefits conferred on a parcel. Parcels within a property-based district that are owned or used by any city, public agency, the State of California, or the United States shall not be exempt from assessment unless the governmental entity can demonstrate by clear and convincing evidence that those publicly owned parcels in fact receive no special benefit. The value of any incidental, secondary, or collateral effects that arise from the improvements, maintenance, or activities of a property-based district and that benefit property or persons not assessed shall not be deducted from the entirety of the cost of any special benefit or affect the proportionate special benefit derived by each identified parcel.
(l) In a property-based district, the total amount of all special benefits to be conferred upon the properties located within the property-based district.
(m) In a property-based district, the total amount of general benefits, if any. (n) In a property-based district, a detailed engineer’s report prepared by a registered professional engineer certified by the State of California supporting all assessments contemplated by the management district plan. (o) Any other item or matter required to be incorporated therein by the city council. 36623. Procedure to levy assessment
(a) If a city council proposes to levy a new or increased property assessment, the notice and protest and hearing procedure shall comply with Section 53753 of the Government Code. (b) If a city council proposes to levy a new or increased business assessment, the notice and protest and hearing procedure shall comply with Section 54954.6 of the Government Code, except that notice shall be mailed to the owners of the businesses proposed to be assessed. A protest may be made orally or in writing by any interested person. Every written protest shall be filed with the clerk at or before the time fixed for the public hearing. The city council may waive any irregularity in the form or content of any written protest. A written protest may be withdrawn in writing at any time before the conclusion of the public hearing. Each written protest shall contain a description of the business in which the person subscribing the protest is interested sufficient to identify the business and, if a person subscribing is not shown on the official records of the city as the owner of the business, the protest shall contain or be accompanied by written evidence that the person subscribing is the owner of the business or the authorized representative. A written protest that does not comply with this section shall not be counted in determining a majority protest. If written protests are received from the owners or authorized representatives of businesses in the proposed district that will pay 50 percent or more of the assessments proposed to be levied and protests are not withdrawn so as to reduce the protests to less than 50 percent, no further proceedings to levy the proposed assessment against such businesses, as contained in the resolution of intention, shall be taken for a period of one year from the date of the finding of a majority protest by the city council.

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(c) If a city council proposes to conduct a single proceeding to levy both a new or increased property assessment and a new or increased business assessment, the notice and protest and hearing procedure for the property assessment shall comply with subdivision (a), and the notice and protest and hearing procedure for the business assessment shall comply with subdivision (b). If a majority protest is received from either the property or business owners, that respective portion of the assessment shall not be levied. The remaining portion of the assessment may be levied unless the improvement or other special benefit was proposed to be funded by assessing both property and business owners.
36624. Changes to proposed assessments
At the conclusion of the public hearing to establish the district, the city council may adopt, revise, change, reduce, or modify the proposed assessment or the type or types of improvements, maintenance, and activities to be funded with the revenues from the assessments. Proposed assessments may only be revised by reducing any or all of them. At the public hearing, the city council may only make changes in, to, or from the boundaries of the proposed property and business improvement district that will exclude territory that will not benefit from the proposed improvements, maintenance, and activities. Any modifications, revisions, reductions, or changes to the proposed assessment district shall be reflected in the notice and map recorded pursuant to Section 36627. 36625. Resolution of formation
(a) If the city council, following the public hearing, decides to establish a proposed property and business improvement district, the city council shall adopt a resolution of formation that shall include, but is not limited to, all of the following:
(1) A brief description of the proposed improvements, maintenance, and activities, the amount of the proposed assessment, a statement as to whether the assessment will be levied on property, businesses, or both within the district, a statement on whether bonds will be issued, and a description of the exterior boundaries of the proposed district, which may be made by reference to any plan or map that is on file with the clerk. The descriptions and statements need not be detailed and shall be sufficient if they enable an owner to generally identify the nature and extent of the improvements, maintenance, and activities and the location and extent of the proposed district. (2) The number, date of adoption, and title of the resolution of intention. (3) The time and place where the public hearing was held concerning the establishment of the district. (4) A determination regarding any protests received. The city shall not establish the district or levy assessments if a majority protest was received.
(5) A statement that the properties, businesses, or properties and businesses in the district established by the resolution shall be subject to any amendments to this part. (6) A statement that the improvements, maintenance, and activities to be conferred on businesses and properties in the district will be funded by the levy of the assessments. The revenue from the levy of assessments within a district shall not be used to provide improvements, maintenance, or activities outside the district or for any purpose other than the purposes specified in the resolution of intention, as modified by the city council at the hearing concerning establishment of the district.
(7) A finding that the property or businesses within the area of the property and business improvement district will be benefited by the improvements, maintenance, and activities funded by the proposed assessments, and, for a property-based district, that property within the district will receive a special benefit. (8) In a property-based district, the total amount of all special benefits to be conferred on the properties within the property-based district.
(b) The adoption of the resolution of formation and, if required, recordation of the notice and map pursuant to Section 36627 shall constitute the levy of an assessment in each of the fiscal years referred to in the management district plan.
36626. Resolution establishing district
If the city council, following the public hearing, desires to establish the proposed property and business improvement district, and the city council has not made changes pursuant to Section 36624, or has made changes that do not substantially change the proposed assessment, the city council shall adopt a resolution establishing the district. The resolution shall contain all of the information specified in Section 36625. 36627. Notice and assessment diagram

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Following adoption of the resolution establishing district assessments on properties pursuant to Section 36625 or Section 36626, the clerk of the city shall record a notice and an assessment diagram pursuant to Section 3114. No other provision of Division 4.5 (commencing with Section 3100) applies to an assessment district created pursuant to this part.
36628. Establishment of separate benefit zones within district; Categories of businesses The city council may establish one or more separate benefit zones within the district based upon the degree of benefit derived from the improvements or activities to be provided within the benefit zone and may impose a different assessment within each benefit zone. If the assessment is to be levied on businesses, the city council may also define categories of businesses based upon the degree of benefit that each will derive from the improvements or activities to be provided within the district and may impose a different assessment or rate of assessment on each category of business, or on each category of business within each zone. 36628.5. Assessments on businesses or property owners
The city council may levy assessments on businesses or on property owners, or a combination of the two, pursuant to this part. The city council shall structure the assessments in whatever manner it determines corresponds with the distribution of benefits from the proposed improvements, maintenance, and activities, provided that any propertybased assessment conforms with the requirements set forth in paragraph (2) of subdivision (k) of Section 36622. 36629. Provisions and procedures applicable to benefit zones and business categories All provisions of this part applicable to the establishment, modification, or disestablishment of a property and business improvement district apply to the establishment, modification, or disestablishment of benefit zones or categories of business. The city council shall, to establish, modify, or disestablish a benefit zone or category of business, follow the procedure to establish, modify, or disestablish a property and business improvement district. 36630. Expiration of district; Creation of new district If a property and business improvement district expires due to the time limit set pursuant to subdivision (h) of Section 36622, a new management district plan may be created and the district may be renewed pursuant to this part. 36631. Time and manner of collection of assessment; Delinquent payments The collection of the assessments levied pursuant to this part shall be made at the time and in the manner set forth by the city council in the resolution levying the assessment. Assessments levied on real property may be collected at the same time and in the same manner as for the ad valorem property tax, and may provide for the same lien priority and penalties for delinquent payment. All delinquent payments for assessments levied pursuant to this part may be charged interest and penalties.
36632. Assessments to be based on estimated benefit; Classification of real property and businesses; Exclusion of residential and agricultural property
(a) The assessments levied on real property pursuant to this part shall be levied on the basis of the estimated benefit to the real property within the property and business improvement district. The city council may classify properties for purposes of determining the benefit to property of the improvements and activities provided pursuant to this part. (b) Assessments levied on businesses pursuant to this part shall be levied on the basis of the estimated benefit to the businesses within the property and business improvement district. The city council may classify businesses for purposes of determining the benefit to the businesses of the improvements and activities provided pursuant to this part.
(c) Properties zoned solely for residential use, or that are zoned for agricultural use, are conclusively presumed not to benefit from the improvements and service funded through these assessments, and shall not be subject to any assessment pursuant to this part.

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36633. Time for contesting validity of assessment
The validity of an assessment levied under this part shall not be contested in any action or proceeding unless the action or proceeding is commenced within 30 days after the resolution levying the assessment is adopted pursuant to Section 36626. Any appeal from a final judgment in an action or proceeding shall be perfected within 30 days after the entry of judgment.
36634. Service contracts authorized to establish levels of city services The city council may execute baseline service contracts that would establish levels of city services that would continue after a property and business improvement district has been formed. 36635. Request to modify management district plan
The owners’ association may, at any time, request that the city council modify the management district plan. Any modification of the management district plan shall be made pursuant to this chapter. 36636. Modification of plan by resolution after public hearing; Adoption of resolution of intention; Modification of improvements and activities by adoption of resolution after public hearing (a) Upon the written request of the owners’ association, the city council may modify the management district plan after conducting one public hearing on the proposed modifications. The city council may modify the improvements and activities to be funded with the revenue derived from the levy of the assessments by adopting a resolution determining to make the modifications after holding a public hearing on the proposed modifications. If the modification includes the levy of a new or increased assessment, the city council shall comply with Section 36623.

Notice of all other public hearings pursuant to this section shall comply with both of the following:
(1) The resolution of intention shall be published in a newspaper of general circulation in the city once at least seven days before the public hearing.
(2) A complete copy of the resolution of intention shall be mailed by first class mail, at least 10 days before the public hearing, to each business owner or property owner affected by the proposed modification. (b) The city council shall adopt a resolution of intention which states the proposed modification prior to the public hearing required by this section. The public hearing shall be held not more than 90 days after the adoption of the resolution of intention.
36637. Reflection of modification in notices recorded and maps Any subsequent modification of the resolution shall be reflected in subsequent notices and maps recorded pursuant to Division 4.5 (commencing with Section 3100), in a manner consistent with the provisions of Section 36627. 36640. Bonds authorized; Procedure; Restriction on reduction or termination of assessments (a) The city council may, by resolution, determine and declare that bonds shall be issued to finance the estimated cost of some or all of the proposed improvements described in the resolution of formation adopted pursuant to Section 36625, if the resolution of formation adopted pursuant to that section provides for the issuance of bonds, under the Improvement Bond Act of 1915 (Division 10 (commencing with Section 8500)) or in conjunction with Marks-Roos Local Bond Pooling Act of 1985 (Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code). Either act, as the case may be, shall govern the proceedings relating to the issuance of bonds, although proceedings under the Bond Act of 1915 may be modified by the city council as necessary to accommodate assessments levied upon business pursuant to this part. (b) The resolution adopted pursuant to subdivision (a) shall generally describe the proposed improvements specified in the resolution of formation adopted pursuant to Section 36625, set forth the estimated cost of those improvements, specify the number of annual installments and the fiscal years during which they are to be collected. The amount of debt service to retire the bonds shall not exceed the amount of revenue estimated to be raised from assessments over 30 years.

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(c) Notwithstanding any other provision of this part, assessments levied to pay the principal and interest on any bond issued pursuant to this section shall not be reduced or terminated if doing so would interfere with the timely retirement of the debt.
36650. Report by owners’ association; Approval or modification by city council (a) The owners’ association shall cause to be prepared a report for each fiscal year, except the first year, for which assessments are to be levied and collected to pay the costs of the improvements, maintenance, and activities described in the report. The owners’ association’s first report shall be due after the first year of operation of the district. The report may propose changes, including, but not limited to, the boundaries of the property and business improvement district or any benefit zones within the district, the basis and method of levying the assessments, and any changes in the classification of property, including any categories of business, if a classification is used. (b) The report shall be filed with the clerk and shall refer to the property and business improvement district by name, specify the fiscal year to which the report applies, and, with respect to that fiscal year, shall contain all of the following information:
(1) Any proposed changes in the boundaries of the property and business improvement district or in any benefit zones or classification of property or businesses within the district. (2) The improvements, maintenance, and activities to be provided for that fiscal year. (3) An estimate of the cost of providing the improvements, maintenance, and activities for that fiscal year. (4) The method and basis of levying the assessment in sufficient detail to allow each real property or business owner, as appropriate, to estimate the amount of the assessment to be levied against his or her property or business for that fiscal year.
(5) The estimated amount of any surplus or deficit revenues to be carried over from a previous fiscal year. (6) The estimated amount of any contributions to be made from sources other than assessments levied pursuant to this part.
(c) The city council may approve the report as filed by the owners’ association or may modify any particular contained in the report and approve it as modified. Any modification shall be made pursuant to Sections 36635 and 36636.

The city council shall not approve a change in the basis and method of levying assessments that would impair an authorized or executed contract to be paid from the revenues derived from the levy of assessments, including any commitment to pay principal and interest on any bonds issued on behalf of the district. 36651. Designation of owners’ association to provide improvements and activitites The management district plan may, but is not required to, state that an owners’ association will provide the improvements, maintenance, and activities described in the management district plan. If the management district plan designates an owners’ association, the city shall contract with the designated nonprofit corporation to provide services.
36660. Renewal of district; Transfer or refund of remaining revenues; District term limit (a) Any district previously established whose term has expired, or will expire, may be renewed by following the procedures for establishment as provided in this chapter. (b) Upon renewal, any remaining revenues derived from the levy of assessments, or any revenues derived from the sale of assets acquired with the revenues, shall be transferred to the renewed district. If the renewed district includes additional parcels or businesses not included in the prior district, the remaining revenues shall be spent to benefit only the parcels or businesses in the prior district. If the renewed district does not include parcels or businesses included in the prior district, the remaining revenues attributable to these parcels shall be refunded to the owners of these parcels or businesses.
(c) Upon renewal, a district shall have a term not to exceed 10 years, or, if the district is authorized to issue bonds, until the maximum maturity of those bonds. There is no requirement that the boundaries, assessments, improvements, or activities of a renewed district be the same as the original or prior district. 36670. Circumstances permitting disestablishment of district; Procedure

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(a) Any district established or extended pursuant to the provisions of this part, where there is no indebtedness, outstanding and unpaid, incurred to accomplish any of the purposes of the district, may be disestablished by resolution by the city council in either of the following circumstances:
(1) If the city council finds there has been misappropriation of funds, malfeasance, or a violation of law in connection with the management of the district, it shall notice a hearing on disestablishment. (2) During the operation of the district, there shall be a 30-day period each year in which assessees may request disestablishment of the district. The first such period shall begin one year after the date of establishment of the district and shall continue for 30 days. The next such 30-day period shall begin two years after the date of the establishment of the district. Each successive year of operation of the district shall have such a 30-day period. Upon the written petition of the owners or authorized representatives of real property or the owners or authorized representatives of businesses in the area who pay 50 percent or more of the assessments levied, the city council shall pass a resolution of intention to disestablish the district. The city council shall notice a hearing on disestablishment. (b) The city council shall adopt a resolution of intention to disestablish the district prior to the public hearing required by this section. The resolution shall state the reason for the disestablishment, shall state the time and place of the public hearing, and shall contain a proposal to dispose of any assets acquired with the revenues of the assessments levied within the property and business improvement district. The notice of the hearing on disestablishment required by this section shall be given by mail to the property owner of each parcel or to the owner of each business subject to assessment in the district, as appropriate. The city shall conduct the public hearing not less than 30 days after mailing the notice to the property or business owners. The public hearing shall be held not more than 60 days after the adoption of the resolution of intention. 36671. Refund of remaining revenues upon disestablishment or expiration without renewal of district; Calculation of refund; Use of outstanding revenue collected after disestab-lishment of district (a) Upon the disestablishment or expiration without renewal of a district, any remaining revenues, after all outstanding debts are paid, derived from the levy of assessments, or derived from the sale of assets acquired with the revenues, or from bond reserve or construction funds, shall be refunded to the owners of the property or businesses then located and operating within the district in which assessments were levied by applying the same method and basis that was used to calculate the assessments levied in the fiscal year in which the district is disestablished or expires. All outstanding assessment revenue collected after disestablishment shall be spent on improvements and activities specified in the management district plan.
(b) If the disestablishment occurs before an assessment is levied for the fiscal year, the method and basis that was used to calculate the assessments levied in the immediate prior fiscal year shall be used to calculate the amount of any refund.

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APPENDIX 2 – ASSESSED BUSINESSES

BUSINESS NAME BUSINESS MAILING ADDRESS
Bayside Hotel 2001 Ocean Avenue, Santa Monica, CA 90405 Best Western Plus Gateway Hotel
Santa Monica
1920 Santa Monica Boulevard, Santa Monica, CA
90404
Cal Mar Hotel Suites 220 California Avenue, Santa Monica, CA 90403 Comfort Inn Santa Monica-West Los
Angeles
2815 Santa Monica Boulevard, Santa Monica, CA
90404
Days Inn Santa Monica/Los Angeles 3007 Santa Monica Boulevard, Santa Monica, CA 90404
DoubleTree Suites by Hilton Hotel
Santa Monica
1707 Fourth Street, Santa Monica, CA 90401
Fairmont Miramar Hotel & Bungalows 101 Wilshire Boulevard, Santa Monica, CA 90401 Hotel Carmel 201 Broadway, Santa Monica, CA 90401
Hotel Cassa Del Mar 1910 Ocean Way, Santa Monica, CA 90405 Hotel Shangri-La at the Ocean 1301 Ocean Avenue, Santa Monica, CA 90401 Huntley Santa Monica Beach 1111 Second Street, Santa Monica, CA 90403 JW Marriott Santa Monica Le Merigot 1740 Ocean Avenue, Santa Monica, CA 90401 Le Meridien Delfina Santa Monica 530 Pico Boulevard, Santa Monica, CA 90405 Loews Santa Monica Beach Hotel 1700 Ocean Avenue, Santa Monica, CA 90401 Ocean Lodge Hotel Corporation 1667 Ocean Avenue, Santa Monica, CA 90401 Ocean Park Inn 2452 Lincoln Boulevard, Santa Monica, CA 90405 Ocean View Hotel 1447 Ocean Avenue, Santa Monica, CA 90401 Oceana Beach Club Hotel 11766 Wilshire Boulevard, Los Angeles, CA 90025 Palihouse Santa Monica 1001 Third Street, Santa Monica, CA 90403 Rest Haven Motel 815 Grant Street, Santa Monica, CA 90405 Santa Monica Motel 2102 Lincoln Boulevard, Santa Monica, CA 90405 Santa Monica Pico Travelodge 3102 Pico Boulevard, Santa Monica, CA 90405 Sea Shore Motel 2637 Main Street, Santa Monica, CA 90405 Seaview Hotel 1760 Ocean Avenue, Santa Monica, CA 90401 Shore Hotel 1515 Ocean Avenue, Santa Monica, CA 90401
Shutters on the Beach Hotel One Pico Boulevard, Santa Monica, CA 90405 The Ambrose Hotel 1255 20th Street, Santa Monica, CA 90404 The Cottage Santa Monica 2219 Ocean Avenue, Santa Monica, CA 90405 The Georgian Hotel 1415 Ocean Avenue, Santa Monica, CA 90401 The Hotel California 1670 Ocean Avenue, Santa Monica, CA 90401 Viceroy Santa Monica 1819 Ocean Avenue, Santa Monica, CA 90401 Wyndham Santa Monica – At The Pier 120 Colorado Avenue, Santa Monica, CA 90401

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APPENDIX 3 – BENEFIT STUDY

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SANTA MONICA TRAVEL & TOURISM

ANNUAL PROGRAMS AND SERVICES
July 1, 2022 – June 30, 2023

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2 Executive Summary
Dear Santa Monica Community and Tourism Business Partners, On behalf of the entire Board of Directors and Santa Monica Travel & Tourism staff, I feel optimistic as we present our fiscal year operational plan, covering July 1, 2022, through June 30, 2023. Public health mitigation efforts - while varied in approach and results - have led to the loosening of restrictions that are opening travel domestically and, more slowly, internationally.

We’ve come a long way over the past couple of years and while it appears that the worst of the pandemic is waning, we are still seeing the effects of the economic crisis. Hiring challenges, continued supply chain disruptions, diminished revenues, and an anticipated slow return to travel from several countries due to ongoing quarantine requirements, continue to impact our hotels, restaurants, attractions, retail establishments and daily lives.

While our community continues to emerge from this crisis, one thing is clear. We are not just recovering from the pandemic. In many ways, we’re all rebuilding. Total travel spending in the United States fell from $1.17 trillion in 2019 to $680 billion in 2020 (42% loss in spending). In 2021, total travel spending was anticipated to be $877 billion reflecting a significant rebound which brings the optimistic outlook.

While we continue to monitor and analyze travel sentiment research, we need to be responsive and nimble to local, regional, and global market trends as we focus on the next 2-year period as the rebuilding phase.

There is hope around the corner as travel spending in the U.S. is forecasted to grow to $1.06 trillion in 2022, with international spending anticipated to increase by more than 200% this year. This is good news as we at SMTT strive to have an estimated 50% of visitation from international origin as these visitors stay longer, spend more, and use public transportation while visiting.

We continue our reach and presence into key domestic California, border states, New York, Chicago, and Arizona and international markets - the United Kingdom, Canada, Mexico, and the European Union - to ensure Santa Monica is well positioned to attract a balance and wide range of visitors.

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3 Tourism continues to be a critical source of jobs and revenue that contributes to a thriving and sustainable economy. Pre-pandemic, visitor spending was nearly $2 billion with transient occupancy tax generating over $58 million into the City of Santa Monica’s general fund, providing for essential city services, including police and fire, parks, libraries, education, and road improvements.

To ensure a strong, resilient, and vibrant Santa Monica, our internal work is just as important as our external efforts. This year, Santa Monica Travel & Tourism, will begin implementing the Santa Monica Experience Management Plan (SMEP) - a roadmap for the future which outlines eight strategies to optimize the Santa Monica experience of our residents and visitors by 2030 to preserve and enhance quality of life. The SMEP was delayed due to covid-19 and will be reintroduced as many of the experiences we offer in Santa Monica are continually evolving as our businesses and city rebuild services and staffing.

This plan is a collaborative vision created with the support of the City of Santa Monica along with business and community leadership. The SMEP will remain a priority as we rebuild the tourism industry and guide implementation of those strategies for destination success.

We look forward with optimism, but with reflection on the devastating impacts that come with a global disruption. Rebuilding our community will take investments, partnerships, innovation, and collaboration to ensure our businesses are strong, that jobs stay here, and much-needed tourism revenues continue to support critical city services for our residents and our visitors.

We’ve been challenged like never before, yet, working together - and believing in our community and each other - will help us succeed. Offering a vibrant and thriving destination experience for our residents and visitors is our shared priority.

We will rebuild together. That’s our Santa Monica way.

In gratitude,
Misti Kerns
President/CEO
Santa Monica Travel & Tourism

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4 One Plan, Two Funding Sources
While Santa Monica Travel & Tourism is supported through two funding sources, the organization operates from one cohesive strategic plan. This year, our two-year rolling strategic plan will align with the strategies in the Santa Monica Experience Management Plan that will provide a roadmap for destination success through 2030.

During the challenges of the pandemic, we’ve had to remain nimble and conscious of the need to continually respond to shifts in the travel industry and the community. While the needs, programs and markets may have shifted in response to emergent activity, our five strategic areas of focus or “lanes of work” remain:

1. Drive Balanced Demand for the Destination

2. Enhance the Brand and Steward the Destination Experience

3. Champion the Value of Tourism

4. Strengthen Strategic Partnerships and Relationships

5. Ensure Operational Excellence
This annual work plan details our initiatives and programs according to the above strategic areas of focus. The following provides an overview of our funding sources and our expenditures aligned with our various departments. Further details on City-funded programs are outlined for reference.

Promoting the destination serves as a catalyst of economic development. Santa Monica Travel & Tourism’s purpose is to build, protect and promote Santa Monica’s brand and international reputation, attract decision makers and new investments, and help local businesses expand their global reach. Destination promotion helps sustain and create additional local jobs that spur economic growth in the city and improves the quality of life for Santa Monica residents.

When the Santa Monica Tourism Marketing District was established in 2013, it was not meant to replace City funding. It was meant to demonstrate public-private partnership between the City of Santa Monica and the hotel community, facilitating a unique approach to increasing employment, taxes, and revenues.

There are hundreds of Santa Monica businesses (beyond our hotels) that directly benefit from a strong visitor base. City funding ensures the promotion of those local businesses and provides opportunities for them to reach and serve that visitor base. Small businesses are some of the most dependent on us as they often are less able to gain high visibility themselves to reach domestic and international visitors to stimulate visitor spending. This is more critical than ever as we rebuild from the economic downturn.

City funding allows us to provide basic services to more than 8 million visitors once they are in our community - to help steer them to our businesses in every neighborhood and communicate local ordinances and public safety tips to ensure they responsibly enjoy their Santa Monica experience; an area that will require further attention as visitation grows.

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5 Having a base of City funding permits SMTT to utilize its Tourism Marketing District funding to maintain a consistent presence in top producing domestic and international markets, while beginning to establish brand awareness in additional markets including, but not limited to, Canada, Mexico, Australia, and Scandinavia.

FUNDING SOURCES
City Contract, $2,822,094
City Other Income, $17,400
City Retail Revenue, $45,000
TMD Collections,
$5,224,108
Funding Sources
City Contract City Other Income City Retail Revenue TMD Collections

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6 Marketing, $288,142
Visitor Services, $131,054
Client Services,
$152,000
General &
Administrative,
$753,805
Salaries & Benefits,
$1,524,993
Fixed Asset, $37,000
City Funds
Marketing Visitor Services Client Services
General & Administrative Salaries & Benefits Fixed Asset According to a 2018 survey
among destination marketing
organizations across the United
States and Canada, the average
allocation of total annual budget
toward salaries and benefits is
38%, SMTT is currently on par
with the industry at 38% due to
COVID-19 loss of TMD income.

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7 Programs and services utilizing city funding are outlined below by department:

Marketing
● Partnership with Visit California and Brand USA to take advantage of professional meetings and events co-opportunities to further penetrate the Meetings, Incentives, Conferences and Exhibitions (MICE) business, both domestically and internationally ● Research and Economic Impact Report – conducted quarterly and annually ● Continued community sponsorships based on past partnerships such as ICE at Santa Monica, 4th of July Parade, Summer Soulstice, Buy Local Most Loved, Sister City Association, Santa Monica Police Activities League, Chrysalis, local youth music groups, and Santa Monica Restaurant Week
● Traveler and resident outreach through local education and advertising campaigns promoting visitor centers, car-free messaging, sustainability, public safety, crisis communications (as needed), messaging local ordinances, and economic impact ● Production and distribution of official visitor guides and official visitors maps within Santa Monica and across California, domestic feeder markets, international offices, and trade shows
● Free programs for local businesses such as Santa Monica Restaurant Week campaign ● Free Partner Portal that allows for businesses to have a customizable landing page on SantaMonica.com
● Roundtable education sessions for local businesses
● Search engine optimization to drive organic traffic to SantaMonica.com ● Act as the central source of information to inform, educate, and advise visitors, travel and trade professionals, and media about Santa Monica’s overall visitor experience ● Build awareness of Santa Monica as an attractive and unique travel destination ● Expand Santa Monica’s competitiveness for groups by advising and supporting group marketers
● Review, periodically, public, and private facilities and services in Santa Monica necessary for travel and tourism activities to advise the city and business community of concerns and needed improvements that align with the Experience Management Plan ● Provide client services as needed for small meetings and conference groups ● Provide virtual and printed collateral pieces, including but not limited to the official Santa Monica visitors guide, map, and corporate planner publications ● Partner with the City to fully utilize City facilities when feasible ● To assist and explore opportunities to expand and improve existing products, services and experiences
● Promptly answer all correspondence related to convention and visitors’ facilities in Santa Monica and disseminate information through correspondence, media publicity and personal contacts that favorably advertises advantages and opportunities ● Promote travel and tourism activities that will bring additional revenue to the city and local businesses

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8 Visitor Services
● Operate three visitor information center locations, including a mobile visitor center which serves community events. Visitor center staff provides information and services to residents and many of Santa Monica’s 8 million annual visitors ● Support local community events including but not limited to National Night Out, Paddleboard Festival, Wellbeing Festival, Miracle on Main Street, COAST, State of the City, American Film Market, Taste of Santa Monica, Buy Local, Last Sundays, MAINopoly, HOWL-O-WEEN, Summer SOULstice, ICE, Annual Christmas Tree Lighting at Santa Monica Place, Meet Me Under the Fig Tree, Sustainable Quality Awards, Twilight on the Pier and SMPD Roll Calls
● Continue, as needed through the pandemic, to serve as City-wide distribution point for PPE resources and information for Santa Monica businesses and residents ● Share information and celebrate the positive impacts of tourism for the community at the Annual Tourism Summit, which is a gathering of business, civic and nonprofit organizations. The Tourism Summit is a shared expense between City and TMD ● Provide curbside drop-off service for Santa MoniCARES donation collections benefiting Santa Monica based nonprofits
● Respond to text-on-demand requests 7 days a week during operating hours at visitor information centers
Travel Industry Sales
● Since the Tourism Marketing District was established in 2013, no City funds have been used for this department. However, due to the COVID-19 crisis, a significant drop in hotel occupancy and closures, we are forced to temporarily utilize City funding as we continue to work to retain current overnight business from which TMD funds are derived while sourcing new leads and new hotel booked business.

SMTT’s five strategic areas of focus - our “lanes of work” - are the foundation of our annual work plan. Here we outline the programs, initiatives and staff efforts that help propel our strategies to success for the destination:

LANE 1: Drive Balanced Demand for the Destination
To drive balanced demand for the destination, all programs and campaigns are rooted in five key sales and marketing strategies:

1. Build destination awareness among consumers

2. Engage and inform the travel trade

3. Influence decision-makers for targeted meeting and incentive business

4. Drive business during need periods

5. Leverage strength of Visit California, Los Angeles Tourism and Brand USA

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9 It is important to emphasize that several major sporting events, potentially including the 2026 FIFA World Cup, 2022 Spirit Awards, 2022 LA Marathon, 2022 MLB All Star Game, 2023 Wrestle Mania, 2023 123rd US Open Championship, 2024 NCAA Division I Men's Basketball West Region Championship, 2026 FIFA World Cup Candidate Host City, 2026 US Women's Open and 2028 Summer Olympics will be hosted in the Greater Los Angeles Area in the next six years. As such, it is crucial for SMTT to utilize and work on these relationships for future programs.

SMTT will gauge success in its efforts according to these key performance indicators:

Destination Performance
● Occupancy
● Average Daily Rate
● Revenue per available room
● Visitor makeup (% domestic vs. international)
● Transient Occupancy Tax generated
● Retail and sales taxes generated
● Tourism Marketing District collections
● Employment sustained in our industry
SMTT Programs Performance
● Room nights booked during campaigns
● Website traffic and links out to partner websites
● Incentive and meetings business booked
● Travel trade bookings
● Overall economic growth year over year
TRAVEL TRADE – DOMESTIC & INTERNATIONAL MARKETS
Original planned investment: $1,268,800
2022-2023 investment at $1,428,655
The new year begins with the world still emerging from a global pandemic, however, there have been several signs of steady progress within the last six months. First, the reopening of U.S. borders to vaccinated international travelers in late 2021 allowed the travel trade to resume booking trips to the U.S. Second, as global vaccination rates have rapidly increased, numerous countries and regions including the United Kingdom, the European Union, Canada, and Australia have dropped travel bans and relaxed COVID-related travel rules for their citizens. While Asian nations will be slower to reopen, these signs give us reason to be cautiously optimistic about the future state of travel in the coming year.

Listed below is our proposed plan and framework to keep Santa Monica top of mind among travel

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10 agents, tour operators, and meeting planners during this crucial time. We will increase international programs in countries which have historically been top source markets for our destination, and which are expected to have the fastest travel recovery. We will also build upon the domestic programs and partnerships which we established in the last year to ensure that a diversified and holistic approach is taken.

It is important to note that all areas below are based on available budget, and that this plan is subject to change. If we have learned anything from the past two years, it is that we must be able to adapt and pivot as conditions continue to change.

Primary Markets:
● United States
● United Kingdom/Ireland
Secondary Markets:
● France
● Germany
● Canada
Exploratory Markets:
● Mexico
● Australia
Investing in the luxury segment will be a focal point for our domestic and international strategies.

In the last year, SMTT established marketing partnerships with three of the leading luxury travel networks including Virtuoso, Travel Leaders, and Signature Travel Network. These partnerships give us exclusive access to luxury advisors and clients in North America and abroad, and will provide us with opportunities for joint marketing, webinars, trade shows, and events.

In North America, SMTT will expand our presence in Canada in partnership with a new representation firm. Pre-pandemic, Canadian travelers were among the top spenders and hotel visitors to our destination, and we are eager to welcome these visitors back. Santa Monica also has an opportunity to grow business during our winter and shoulder seasons among Canadian snowbirds.

Along those lines, we will be looking to our neighbor to the south, Mexico, and exploring opportunities to potentially grow visitation from this market.

Overseas, we will be focused on strengthening our relationships and driving room nights with the travel trade in key markets such as the United Kingdom, Ireland, France, and Germany. We will also explore re-engaging with the Australian and New Zealand markets as airlift increases.

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11 United States
Travel Network/Consortia Partnerships:
● Virtuoso
● Travel Leaders
● Signature Travel Network
● AAA
Trade Shows/Events:
● ILTM North America
● Private Luxury Americas
● Brand USA Marketplace
● Virtuoso Travel Week
● Travel Leaders Elevate
● Signature Travel Conference
Training Program:
● Virtuoso Web15
United Kingdom/Ireland
Trade Shows/Events:
● Santa Monica Sales & Media Mission
● Visit California Sales & Media Mission
● Brand USA Travel Week Europe
● Visit USA Roadshow
● Aer Lingus Roadshow
● Unite USA Event
Campaigns:
● Santa Monica at Brighton Brand Activation
● British Airways Holidays
● SoCal Triangle Joint Promotion (with Greater Palm Springs & San Diego) ● Tour Operator Co-Ops
Training Programs:
● Visit California STAR Module

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12 Canada
Travel Network/Consortia Partnerships: ● Virtuoso ● Travel Leaders ● Signature Travel Network Trade Shows/Events: ● Santa Monica Sales & Media Mission ● Visit California Sales & Media Mission ● Travel Marketplace ● Travel Leaders Roadshow ● ILTM North America ● Private Luxury Americas ● Virtuoso Travel Week Campaigns: ● Vision Travel ● Air Canada Vacations ● Travel Brands ● Tour Operator Co-Ops Training Programs: ● Virtuoso Web15
France
Trade Shows/Events: ● IFTM Top Resa ● Visit USA Workshops ● Brand USA Travel Week Europe ● Visit California Roadshow ● Luxury Events with Virtuoso and Serandipians Agencies Campaigns: ● Miles Attack Travel Agent Incentive Loyalty Program ● Tour Operator Co-Ops

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Packet Pg. 857 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) 2427 Main St, Santa Monica, CA 90405
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13 Training Programs:
● Visit California STAR Module
Germany
Trade Shows/Events:
● Visit USA Germany Roadshow
● Visit USA Consumer Shows
● Brand USA Travel Week Europe
Campaigns:
● CANUSA
● CRD
● SoCal Triangle Joint Promotion (with Greater Palm Springs & San Diego) ● Tour Operator Co-Ops
Training Programs:
● Visit California STAR Module
Australia/New Zealand
Trade Shows/Events:
● Visit California Sales & Media Mission
● Los Angeles Tourism & Convention Board Roadshow
● Visit USA Roadshow
● ILTM Asia Pacific
Campaigns:
● Helloworld
● Flight Center
Training Programs:
● Visit California STAR Module
Global

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Packet Pg. 858 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) 2427 Main St, Santa Monica, CA 90405
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14 Trade Shows/Events:
● ILTM Cannes, North America and Asia Pacific
● California Luxury Forum
● Virtuoso Travel Week and Forums
● Private Luxury Events
● IPW
● RTO Summit West and East
● Go West
● Brand USA Travel Week Europe
● Brand USA Marketplace
Campaigns:
● Bonotel
● Hotelbeds
● Visit California Co-Ops
● Brand USA Co-Ops
● Airline/United Co-Ops
Training Programs:
● Visit California STAR Module
To leverage Visit California and the Los Angeles Tourism & Convention Board’s efforts, SMTT may also participate in exploratory activities toward markets with potential growth for Santa Monica including but not limited to Australia and Scandinavia. Activities may include participation in sales missions, familiarization trips, and industry events.

SANTA MONICA MEET
Original Investment: $180,000
2022-2023 investment at $280,000
Amidst the pandemic, SMTT’s group sales team (i.e., Santa Monica Meet) has worked tirelessly to represent our destination as a top choice for meetings and events. Looking ahead, Santa Monica Meet will continue to do this by fortifying and building strategic partnerships with meetingsfocused media partners as well as attending their events to showcase our beach city to planners.

The future is also looking brighter with the news of several major sporting events coming to the greater Los Angeles region in the next six years. Some of these include the 2022 MLB All-Star Game, 2023 College Football Playoff, 2023 WrestleMania, 2023 U.S. Open Championship, 2024 NCAA Division I Men's Basketball West Region Championship, 2028 Olympic and Paralympic Games and potentially the 2026 FIFA World Cup.

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Packet Pg. 859 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) 2427 Main St, Santa Monica, CA 90405
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15 Santa Monica hotels are looking to secure new group business and prepare for these events, especially after a successful 2022 Super Bowl in Los Angeles.

In the aftermath of the pandemic and in anticipation of these events, we have seen the (return for proposal) RFP lead time both lengthen and shorten, and consequently, our destination and hotels will continue to receive leads as soon as the next couple of months and continuing for the next two years.

Key factors that will contribute to the success of the group sales efforts will be:
● Visit California’s Professional Meetings & Events (PME) Taskforce and programming ● SMTT’s Client Advisory Board
● Site inspection assistance for qualified meeting planners ● New video and photography assets (virtual tours, updated meeting space images, hotel videos, etc.)
● Focusing on groups that are a fit for Santa Monica hotels (i.e., 25-125 rooms on peak) As outlined below, Santa Monica Meet will exhibit at key trade shows and events to engage meeting professionals:

Maintaining Relationships:
● Meeting Professionals International Southern California Chapter – committee member ● Society for Incentive Travel Excellence Southern California Chapter – active sponsor ● West Coast DMO Alliance Programming and Events
● Establishing and nurturing relationships with key intermediary companies such as ConferenceDirect, HelmsBriscoe, HPN, Meetings Made Easy, and more Sales Missions in Key Target Markets:
● Southern California
● Phoenix/Scottsdale
● Northern California
● New York City
● Dallas
Trade Shows:
● IMEX America
● MeetingsToday
● SmartMeetings
● Connect
● M&I
● NorthStar

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Packet Pg. 860 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) 2427 Main St, Santa Monica, CA 90405
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16 Additionally, Santa Monica Meet will renew its partnership with Cvent and look at ways to secure business via new or alternative channels such as Facebook groups and Tour Connection.

However, the foundation of our group sales efforts will continue to be rooted in representing our beach city as a top destination for memorable and impactful events and securing new and repeat business for the future.

Lane 2: Enhance the Brand and Steward the Destination Experience

SANTA MONICA EXPERIENCE MANAGEMENT PLAN
With the Santa Monica Experience Management Plan complete, and a relaunch this year, we will continue to focus on implementing programs according to our eight key strategies:

1. Support and enhance Santa Monica’s most important facets

2. Highlight and leverage cultural and historic experiences

3. Foster memorable accommodation experiences that enhance the value proposition

4. Promote a diversity of retail, dining, and evening experiences

5. Support livability for Santa Monica residents

6. Facilitate the viability of small and unique businesses

7. Enhance mobility for visitors and residents

8. Ensure Santa Monica continues to be a clean and safe place With recent leadership changes at the City, Downtown Santa Monica, Inc., and Santa Monica Chamber of Commerce, it is key to strengthen partner collaboration on implementing the plan.

A governance committee will be reenacted to ensure that progress is made on each strategy and to prioritize short-and long-term goals. While SMTT is spearheading this process, we will not control or own all the initiatives that will be pursued. A consultant has been retained to facilitate the first year of the implementation phase and guide the process city wide. Some of the highlights of the work that SMTT will take the lead on in the first 24 months include coordinating a Santa Monica Art Month with bookable hotel packages, creating a partnership with the Santa Monica Conservancy, Historical Museum and knowledgeable residents, to offer historical walking tours in all eight neighborhoods that highlights Santa Monica’s unique history, and working in partnership with Sustainable Works to increase the number of hotels that are either Green Certified Businesses or State-certified in sustainability practices.

BRAND CAMPAIGN
SMTT will introduce a revitalized brand in the fall of 2022, to rebuild brand strength as we adjust to life with COVID-19. Working with agency partners and taking learnings from the City’s shared identity project, our own economic impact study research findings, and the impact of COVID-19, we will develop a campaign that will resonate with travelers in a post pandemic world.

We will focus our efforts on top domestic feeder markets (San Francisco, Chicago, New York City,

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17 Phoenix, Seattle, and Washington DC), key international markets that are opening quickly:
potentials are Canada, Mexico, United Kingdom, France, and Germany, and leverage coopportunities with partner organizations such as Visit California and Brand USA.

As we enter spring and summer 2022 and the ever-changing post COVID world, we will be nimble and ready to pivot based on domestic and international market travel trends. We will move forward with paid media plans in the top domestic and international markets stated above to create emotional connections to Santa Monica beyond landmarks to drive overnight visitation. We will continue with the Santa Monica Shines messaging as the new campaign is developed: Santa Monica Shines is a community-wide effort that spotlights the sunny disposition of our people, as well as the way they work together to elevate everyone here in LA’s beachside city and make our wonderful destination the cleanest and safest anywhere. This singular positive message unites a platform of ideas and tactics that enable partners to reach locals and visitors alike. The paid media plan includes the following tactics:
● Programmatic digital: providing unique targeting capabilities developed purely for the travel sector
● Paid social: Instagram and Facebook
● Booking sites: Expedia, Tripadvisor
● Sponsored and native content: collaborations with partners like Lonely Planet, Matador, AFAR, Smithsonian, etc.

The campaign(s) will focus and deliver on the following key performance indicators:
● Increase direct bookings to hotels and increase TOT revenues ● Increase weekday hotel stays and business travel
● Increase referrals to Santa Monica businesses via Partner Portal ● Drive traffic to SantaMonica.com campaign landing page ● Increase bookings through online travel agencies
● Increase social media presence and drive traffic to SantaMonica.com SMTT in conjunction with partner agency, MMGY Global, is working with the City of Santa Monica and various stakeholders to develop a shared brand identity. The goal of this project is to capture the essence of Santa Monica, help build consensus within the community and build a platform for future decision making. Extensive qualitative and quantitative research was conducted including interviews with key stakeholders from the city, residents, and business community. Research findings and brand architecture have been presented to the City and will be shared with City Council Members and other key stakeholders.

VISITOR CENTERS
Santa Monica Travel & Tourism will operate three Visitor Information Centers as well as our mobile Visitor Center in Santa Monica. We are available to serve our Santa Monica visitors 365 days a year and serve as a safe-haven and resource center when the need arises such as being the PPE distribution hub for the Santa Monica community during the pandemic.

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Packet Pg. 862 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) 2427 Main St, Santa Monica, CA 90405
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18 All locations of Visitor Information Centers provide:
● Friendly, trained, and knowledgeable travel specialists ● Complimentary official Santa Monica maps, visitor guides and street art guides ● Information on restaurants, attractions, hotels, dining, museums, galleries, entertainment, and local ordinances
● Santa Monica-themed retail products such as postcards, key chains, magnets, hats, tshirts, sweatshirts, and books about Santa Monica ● Language translations
With the addition of the online shop, santamonica.myshopify.com we have grown our retail sales where locals and former and future visitors may place retail orders from our online shop worldwide.

CONTENT AND SOCIAL MEDIA
SMTT’s social media strategy for the coming year will be to increase engagement and followers outside of the greater Los Angeles area, with a focus on top domestic feeder markets and international destinations. We will be partnering with a local agency to assist with organic community management and content generation that will showcase the best of Santa Monica, highlighting and sharing experiences within the destination including outdoor dining, arts and culture, and outdoor activities. We also plan to expand our social media presence by exploring new and underutilized platforms such as Tik Tok, LinkedIn and Pinterest and partnering with key travel industry influencers who align with the values of Santa Monica, to promote the destination to their followers.

Pre-pandemic, SMTT had launched monthly hotel and concierge event email blasts, providing Santa Monica’s business improvement districts and City information team with a tool for ensuring hotel guests and residents know about the latest happenings in each neighborhood.

SMTT will continue to compile content from Santa Monica businesses for promotion through social media channels, website, and email. With the resurgence of events and activities in 2022, we will look to bring back the hotel e-newsletter to keep information flow through numerous channels.

SMTT will continue to work with key targeted publications and freelance journalists to develop timely articles and blog posts to ensure content on SantaMonica.com is attracting organic traffic and addressing visitor needs and highlighting how the destination is on the cutting edge of travel, culinary, health and wellness, shopping, and sustainability trends.

SMTT is exploring custom publishing partners to produce the 2022-2023 visitor guide and map.

We are in discussions with our current partner, Los Angeles Magazine, as well as other publishers who create guides and maps for other top destinations. We are pushing for new innovative ways to design, print, sell advertising space and distribute and will decide on a partner by the end of FY 2022, in time for new printed guides and maps to be produced by December 2022. We are

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19 considering cost savings by partnering with other LA-based DMOs to create a map of the LA region with a title sponsorship to cover costs of printing and distribution. In addition to local and domestic distribution we plan to expand our distribution back to international markets in the winter of 2022-2023 and have already begun distribution in Canada.

SANTAMONICA.COM
SMTT will launch a completely enhanced website and mobile friendly in the summer of 2022. The look and feel of the site will be modernized to drive more engagement with strong visuals portraying Santa Monica as the quintessential California coastal city. The enhancements will address overall performance of the site, redesign the content to better match user needs and expectations, and simplify the navigation. The new SantaMonica.com will be a crucial resource for travelers at all stages of the traveler's journey and educate them on why they should choose Santa Monica as their destination, in addition to featuring all the incredible offerings of the region.

We will also be re-designing the meeting planner portion of the site to bring events, conferences, and meetings to Santa Monica hotels and venues.

The goals of the new SantaMonica.com website is to:
● Reintroduce Santa Monica as ‘home base’ destination and differentiate it from Los Angeles and other SoCal destinations
● Stabilize occupancy and serve the local business community ● Highlight creating experiences and connection in Santa Monica ● Drive overnight visitation during shoulder seasons
The goals of the meetings website are:
● Attract events and meetings to Santa Monica hotels and venues for overnight experiences ● Educate meeting planners on the available hotels, venues and destination differentiators that make it the ultimate meeting destination
● Show off the outside-the-boardroom activities for attendees to enjoy

SANTA MONICA RESTAURANTS
SMTT is partnering with Santa Monica restaurants owners, chefs, and hotels to build a culinary advisory committee to celebrate our culinary experiences and access to fresh foods. The committee will develop programs to increase overall sales and experiences in our food and beverage businesses and elevate Santa Monica’s reputation as a foodie destination.

MEDIA RELATIONS
SMTT will continue to share the innovative efforts our community is taking to be a leader in sustainability. Media and consumer interest in this topic has grown significantly and we’re fortunate that the City of Santa Monica has prioritized sustainability since the development of the Sustainable City Plan in 1994. The City’s 2022 LEED Platinum certification has already provided

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20 new opportunities to tell our story of sustainability.

We will continue to urge local businesses to engage in programs like the Green Business Certification program and Sustainable Quality Awards to amplify the community’s efforts and showcase how visitors can travel and enjoy Santa Monica responsibly.

SMTT is also focusing storytelling opportunities on our community as a highly desirable destination for foodies as we showcase our culinary strengths, diverse dining options, and introduce audiences to our roster of renowned chefs and farmers markets. SMTT will continue to identify themed press visits and itineraries that focus on the community’s culinary expertise as well as the new experiential product in market and focus more on attendance at local events to showcase how much is happening in our community that visitors can enjoy.

Health and wellness are additional areas of outreach to travel journalists, who continue to show interest in the abundance of opportunities including beach yoga, beach spinning, biking tours, spa experiences, and healthful eating.

SMTT will engage journalists from the region and nation, and as international travel continues to rebound, we will seek fresh opportunities to host visits from journalists from Europe, North America, and the United Kingdom. A new public relations partnership in Canada will foster engagement with top writers from Vancouver, Toronto, and other key Canadian cities.

SMTT will leverage opportunities to connect with journalists on Visit California media missions and international activations with other partners in the following markets:
● Canada
● Mexico
● United Kingdom
We will also be engaging a media monitoring and distribution platform in 2022 to increase domestic and global reach to journalists, bloggers and influencers and measure effectiveness of our public relations output.

CRISIS COMMUNICATIONS
The crisis communications plan continues to be updated to reflect emergent issues and aligned messaging needs. Lessons learned and best practices from the pandemic underscore the need for nimbleness and community partnerships in delivering swift, accurate and effective communications. We continue to create new media holding statements and refine existing ones to ensure we are ready to respond when appropriate.

Our team has also focused on relationships with the City of Santa Monica and Santa Monica Police, Fire and Communications Departments public information officers and the communications teams in California destination marketing organizations to ensure the relationships are built and emergency contact information is shared so we can respond to crises

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21 and support each other’s efforts. Throughout the COVID-19 crisis and the implementation of the Pier Task Force, we have worked in conjunction with City of Santa Monica teams to share official messages to our business community, visitors, and Santa Monica residents on SantaMonica.com, social media channels, community newsletter, and news updates.

We have also supported economic development efforts to cultivate a citywide list of businesses that are open and offering specials to residents during this challenging time to encourage the community to buy local and support these businesses.

LANE 3: Champion the Value of Tourism

BOARD ENGAGEMENT
The implementation of the Santa Monica Experience Management Plan will provide opportunities for our Board of Directors and various stakeholders from residents to businesses to further engage. SMTT will look to these groups, its Board and TMD Committee members to help raise awareness of the plan and its positive impact to the community by sharing it with their colleagues, neighbors, and the various community organizations in which they’re involved. Areas will be identified for involvement for each member via task forces aligned with the eight strategies identified in the plan.

SMTT will also identify opportunities for members of its Board of Directors to address myths about the tourism industry and to champion the value of tourism in speaking engagements in front of community stakeholder groups such as the neighborhood associations and service organizations.

SMTT will also focus on continued board development opportunities, including participation at industry conferences, familiarization tours, stakeholder meetings, cultural exchanges, community events and media interviews.

SMTT leadership will continue to work in collaboration with the SMTT Board of Directors and TMD Committee representatives to ensure engagement at regularly scheduled meetings with agendas focused on raising awareness of important projects and driving discussion and feedback. The practice of distributing electronic board member-focused communications in months where there is not a regularly scheduled board meeting has proven to be effective and useful. SMTT will continue this practice in the year ahead to outline issues of interest to its Board Directors.

COMMUNITY & CIVIC RELATIONS
SMTT will continue to be a vocal champion on behalf of the tourism industry when required while demonstrating the importance and positive economic impacts of tourism to the community, utilizing the following channels as examples:
● Annual Tourism Summit
● National Travel and Tourism Week
● Community event presence and collateral distribution:

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Packet Pg. 866 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) 2427 Main St, Santa Monica, CA 90405
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22 o Buy Local Most Loved Contest
o COAST
o City of Santa Monica Wellbeing Summit
o Downtown Santa Monica Holiday events/ICE
o OWL Breakfast
o Main Street Holiday event
o Main Street Last Sunday event
o Martin Luther King Day event
o National Night Out
o New Heroes Celebration
o OPA 4th of July Parade
o Pico Boulevard Holiday event
o Police Activities League Recognition Dinner
o Santa Monica Pier 360
o State of the City
o Sustainable Quality Awards
● Extra Bedroom Program, annual offering of hotel discounts to residents over the holiday season
● SantaMonica.com
● Seascape
● Speaking opportunities at City Council, Kiwanis Club, Rotary Club, Santa Monica High School Career Day
● “Tourism Talks” column in Santa Monica Daily Press

SANTA MONICARES
The Santa MoniCARES foundation launched in 2017 as a coalition of representatives from Santa Monica Travel & Tourism and community partners. The mission of Santa MoniCARES is to harness the hospitable nature and generosity of Santa Monica’s tourism industry to provide support to our local nonprofit agencies. Santa MoniCARES will focus on community engagement through a series of events and activities that further promote our efforts. Focus on workforce development by offering interview skills and resume-building through our nonprofit partners will be at the forefront. The foundation plans on expanding LGBTQ+ program support by once again sponsoring the annual Santa Monica High School Gay Student Associations Annual Queer Prom and will host a fundraising mixer to raise funds for local LGBTQ+ associations. The foundation will also plan targeted fundraising events to benefit local nonprofits through its network of tourismserving businesses.

A newly revamped website will make it easier for nonprofit agencies and residents to partner with Santa MoniCARES through procured fundraising events, volunteerism, and donation opportunities. An additional feature on the Santa MoniCARES website will allow the public to choose where their donation dollars are spent. One hundred percent of a donation can be directed to the type of nonprofit donors choose to support such as education, environmental protection, hunger, the arts, elderly assistance, workforce development, diversity, equity and inclusion programs, and cultural programs.

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Packet Pg. 867 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) 2427 Main St, Santa Monica, CA 90405
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23 Santa MoniCARES will continue to be a leader in donation drives and collection points for our local nonprofits in need, to collect gently used clothing, food, blankets, and toiletries. Internally, SMTT has included Santa MoniCARES mission and values as part of our SMTT onboarding process for new employees. Santa MoniCARES is a key component to SMTT’s identity within the community to show that tourism cares about its residents not just its visitors. Employee volunteerism events and activities are regularly planned throughout the year. We require Santa MoniCARES components at every industry event or program SMTT produces.

TOURISM INDUSTRY LEADERSHIP
SMTT will continue to shine as a proactive member of the tourism industry to share best practices by leveraging memberships with the following industry associations and taking opportunities to serve on leadership committees, boards of directors, and attending or speaking at their annual conferences:
● Brand USA
● California Travel Association
● Destinations International
● Destination Marketing Association West
● eTourism Summit
● Meeting Professionals International
● CMP (certified meetings professional) status
● Society for Incentive Travel Excellence
● SxSW
● U.S. Travel Association’s Chairman’s Circle
● Visit California’s various leadership and committee roles ● Southern California Association Governments-GLUE Council -Tourism Representative ● Santa Monica Bay Restoration Commission -Tourism Representative SMTT will further leverage the strength of Visit California by aligning staff to Visit California-led committees relevant to their positions:
● DMO CEO – Misti Kerns, President/CEO
● International – Todd Mitsuhata, Director of Global Business Development ● Marketing - Michael Gurreri, Chief Marketing Officer
● Public Relations/Crisis - Cara Rene, Director of Communications LANE 4: Strengthen Strategic Partnerships
As we navigate economic and political uncertainty, providing cost-effective and valuable programs for our partners is of critical importance. Our tourism business partners look to SMTT to best represent the brand of Santa Monica and that’s why last year Santa Monica Travel & Tourism generated over $262,000 of in-kind support and $41,000 in Fairshare participation fees from

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24 tourism-serving businesses to further support SMTT programs. These valuable contributions do not come automatically. They are derived from ongoing dialogue and education with our tourism business partners and through demonstrating a high standard of excellence, engagement, and ROI with our programs.

To ensure our partners are aware of all the ways they can work with SMTT, our organization will continue to utilize the following channels:
● Quarterly General Managers meetings
● Quarterly Marketing Committee and Director of Sales meetings ● Roundtable trainings and discussions
● Partner Portal
● Hospitality networking events showcasing new venues and opportunities to work with SMTT
● New business intro program
● Monthly community newsletter
● Annual Tourism Summit
SMTT will continue to solicit sponsorships for its Annual Tourism Summit to offset program costs.

This year the organization will collect feedback from sponsors to identify opportunities for new and increased innovative sponsorship revenues.

I AM SANTA MONICA
“I Am Santa Monica" is an interactive business workshop designed to educate Santa Monica residents, businesses, and employees to become better informed about all Santa Monica has to offer. The class is designed specifically to inform and educate tourism-serving employees of businesses in Santa Monica about the destination with a focus on customer service and hospitality training. This free 2-hour interactive learning workshop includes a bus tour of Santa Monica and ends with a classroom session reviewing detailed materials for participants to take home upon completion. Trained individuals become “Official Information Ambassadors” and are equipped with a database of facts, figures, and “Did You Know” anecdotes about Santa Monica for use in customer interactions. Each “student” receives a certificate and package of information.

The program is now being expanded with a digital version to offer the valuable classroom resources to students who are unable to participate at in-person sessions. The class can now be curated to a business’ individual needs and private classes are also available.

I AM YOUR DESTINATION PROGRAM
“I Am Destination” is the framework of the I Am Santa Monica program that we solicit to other cities who want to offer their own class designed specifically for any tourism destination. The program sells for $15,000 and SMTT is proactively targeting United States destinations for potential purchase and utilizing attendance at industry trade shows and forums to attract destination marketing organizations to the program. As part of our digital I am Santa Monica

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25 creation, a templated version is available for an additional $5,000.

LANE 5: Ensure Operational Excellence
SMTT’s leadership team created a four-quarter performance review process that focuses on the forward approach to employee development and retention. At the employee's annual hire date, a one-page self-evaluation is completed for the previous year. Upon completion, employees will meet quarterly with their supervisors to discuss individual performance and professional development goals and to address or adjust goals as needed.

Baseline qualifications by title have been created to help drive employee success and offer further opportunities for advancement within SMTT. A salary and benefit survey will be completed in 2022 with industry researchers to ensure we are aligned with the industry and region in our offerings.

We continue with our quarterly team building events as they have been a success. Group familiarization tours will be regular monthly events along with site visits and lunch with the CEO so that each team member gets one-on-one time with leadership.

Retention will continue to be at the forefront of SMTT by expanding our recruitment efforts along with a 21+ point onboarding process that ensures new staff comprehend the important values and policies that make us unique. SMTT works with a local insurance broker to offer a comprehensive and cost affordable benefits package.

We continue to be a leader in equipment, technology, and efforts to remain environmentally friendly. When decommissioned, SMTT laptops, iPads and cell phones are erased to Department of Defense standards then donated to either the Police Activities League, if the students can utilize, or nonprofit Laptop Elf Company that recycles the equipment for underprivileged youth and teachers or are recycled through one of the City of Santa Monica’s hazardous waste programs.

EMERGENCY PREPAREDNESS
We will be reviewing our emergency preparedness plan for 2022-2023 and updating as needed.

We plan on certifying additional employees via the City of Santa Monica’s Community Emergency Response (CERT).

Additionally, SMTT frontline visitor staff have received de-escalation training in case of an emergent situation.

We have also launched our Emergency Outreach Cell Phone Contact System aptly named “Dial My Calls”. This voice broadcasting system allows us to send voice messages to an entire list of phone numbers in seconds. We can also create a text message and send it to everyone on our list. It allows SMTT to keep track of responses and reply with our two-way SMS.

SMTT has also provided information on the City’s new visitor emergency text alert system to our

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26 hotel general managers so they can share the service with their guests in the event of a largescale community concern.

DESTINATION MARKETING ACCREDITATION PROGRAM (DMAP)
Santa Monica Travel & Tourism has long been proud of its participation in the Destination Marketing Accreditation Program (DMAP) through Destinations International. This globally recognized program serves as a visible industry distinction that defines quality and performance standards in destination marketing and management. The process includes submitting documentation of over 110 rigorous standards, including annual operations plan, HR policies, technology plan, an updated crisis communications plan, a commitment to consumer research, adoption of the DMAP code of ethics and many other standards. SMTT submitted an annual progress report in 2022 and was re-certified as an approved DMAP Destination.

IN CLOSING
Santa Monica Travel & Tourism thanks the City of Santa Monica for its ongoing support and partnership in ensuring that the tourism industry remains a valued contributor to a vibrant and thriving economy. While our challenges have been significant over the past two years, our outlined strategies, along with the collaboration and partnership of the city and community and business leadership, will ensure that we rebuild our community to best serve our residents, visitors, and businesses well into the future.

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Packet Pg. 871 Attachment: 2022-2023 SMTMD Annual Report (5126 : Santa Monica Tourism and Marketing District Fiscal Year 2022-23 Budget and Work Plan) City Council
Report
City Council Meeting: June 14, 2022
Agenda Item: 3.I
1 of 5
To: Mayor and City Council
From: David Martin, Director, Administration
Subject: Approval of Pier Corporation Fiscal Year 2022-23 Budget and Work Plan Recommended Action
Staff recommends that the City Council:

1. Approve the Santa Monica Pier Corporation Fiscal Year 2022-23 Budget and Work Plan;

2. Authorize the City Manager to execute a third modification to agreement #10101 with the Santa Monica Pier Corporation to extend the term through June 30, 2023;

3. Authorize the one-day reduction of Carousel Ticket Fare Rate to 5 Cents on September 15, 2022, in conjunction with the Santa Monica Pier Carousel Centennial Celebration.

Summary
The Santa Monica Pier has been welcoming visitors for over 113 years and is one of the region’s top visitor destinations. Annually over 9 million guests visit the pier, from Santa Monica locals, to visitors from around the region and world. The City contracts with the Santa Monica Pier Corporation (SMPC), through a Services Agreement to manage certain programs, services, and operations at the Pier including street performer monitoring, filming, event rentals, marketing/social media, and the production of community programing. The Council-appointed board is also charged with the development of guidelines pertaining to sponsorship, marketing, events and leasing for Council approval. The SMPC is required to prepare an annual budget and business work plan to set forth its goals and objectives for the ensuing fiscal year. In accordance with the Services Agreement, the SMPC is submitting its FY 2022-23 work plan and

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budget to Council for its review and approval. If approved, the SMPC’s Services Agreement is to be extended to June 30, 2023.

Additionally, this year the historic Santa Monica Pier Carousel is celebrating its 100th anniversary. To mark this special occasion, the Santa Monica Pier Corporation is planning a celebration on September 15, 2022. Staff requests Council authorization to roll back carousel ticket fares for one day, to the ticket price charged in 1922 --- to 5 cents per ride. If approved, the cost to the public to ride the Carousel on that day would be 5 cents per ride from the current fare of $3 per ride.

Discussion
The SMPC’s main sources of income are event rentals, filming, corporate promotions and partnerships, followed by the City’s annual grant – all of which were significantly impacted due to the prolonged effects of the ongoing COVID-19 pandemic. Economic activity on the Pier has begun to rebound and, while there are still ongoing impacts and uncertainties, SMPC has seen an improvement in its revenue producing activities. This has enabled the organization to reinstitute free community-focused programing and activities in the current and upcoming fiscal years. The SMPC FY 2022-23 Budget (Attachment A) and Work Plan (Attachment B) describe in detail the activities and programs SMPC will undertake.

SMPC Budget
SMPC’s FY 2022-23 Budget projects total revenues in the amount of $1,610,000 and estimated total expenditures in the amount of $1,625,000. This will result in a projected shortfall of $15,000 which will be covered by SMPC reserve funds. The SMPC’s budget comparison from the previous year indicates that FY 2021-22 year-end budget was projected to close with an $85,000 deficit but due to a faster than anticipated recovery of revenues, SMPC year-end actuals for FY 2021-22 are projected to end with a surplus of $27,000.

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Revenues
Projected revenues include: City grant funding of $150,000; revenues of $1,100,000 from deck and carousel rentals, corporate promotions and partnerships; filming fees of $275,000; grant and loans of $30,000; and other miscellaneous revenues (food & beverage, licensing and registration fees) in the amount of $55,000.

Expenditures
Projected expenses include: $870,000 for personnel expenses comprised of salaries, benefits and related services; $375,000 for expenses related to facility charges (e.g.

Pier Deck and Carousel rentals) including payments to the City; $300,000 for SMPC produced Pier programing such as Pier 360, Locals' Night series, Wellness & Waves series, Dia de los Muertos, holidays, PRIDE; $30,000 for marketing; and $50,000 for contingencies.

SMPC Work Plan
The attached FY 2021-22 Work Plan describes the activities and strategies SMPC plans to perform during the fiscal year. Efforts include continuing the work of its various study groups, bolstering its revenues, and producing new and returning free public programming to the Pier. SMPC will also continue to advocate for the continued public safety and legislative efforts addressing activities operating outside of local, County and State regulations.

Extension of Service Agreement
The Service Agreement between the City and SMPC (Contract No. 10101 CCS) will expire on June 30, 2022. Staff seeks authorization to extend the Service Agreement term through June 30, 2023, to coincide with the 2022-23 Fiscal Year.

Carousel Ticket Fare Roll Back
The Santa Monica Pier Carousel, a classic 3 row carousel with 44 hand carved horses (16 standing horses, 28 jumpers) was built in 1922 by the Philadelphia Toboggan Company (PTC) and given the designation of PTC No. 62. Originally installed in Cumberland Park in Nashville, Tennessee, the PTC No. 62 has resided inside the Looff

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Hippodrome on the Santa Monica Pier since 1947. The City of Santa Monica owns the Carousel and operates it for the public’s enjoyment and benefit. The Carousel ride fare is set by Council with ticket fare revenues used to support the continued operation and maintenance of this historic machine so that it can be enjoyed by future generations.

To commemorate the 100th anniversary of the PTC No. 62, the SMPC intends to host a public celebration. Staff recommends Council temporarily adjust the Carousel ride fee from $3 a ride to 5 cents per ride on September 15, 2022, to reflect the ride fee charged in 1922.

Commission Action
The SMPC Board of Directors approved the FY 2022-2 budget and Work Plan on April 18, 2022.

Past Council Actions
Meeting Date Description
06/22/2021 Approval of FY 2021-22 Budget and Work Plan and extension of Services Agreement through 6/30/2022 (Attachment C)
07/14/2020 Approval of FY 2020-21 Budget and Work Plan and extension of Services Agreement through 6/30/2021 (Attachment D)
07/14/2015 Council Authorization of five-year Services Agreement with SMPC. Contract No. 10101 (CCS) (Attachment E)
Financial Impacts and Budget Actions
Pier Funds of $150,000 for the Services Agreement with the SMPC are included in the FY 2022-23 Proposed Budget in the Community Development Department. Staff does not anticipate that the special one-day promotion to roll back the carousel ticket fares to 5 cents would substantially impact the City’s carousel revenue projections for FY 2022-

23. No additional financial impact or budget action is necessary.

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Prepared By: Elana Buegoff, Pier Administrator
Approved Forwarded to Council
Attachments:

A. SMPC Budget 2022-23
B. SMPC WorkPlan 2022-2023
C. Authorization for Second Modification of Services Agmt (Web Link) D. Authorization for First Modifictaion of Services Agmt (Web Link) E. Services Agreement Authorization (Web Link)
F. Second Mod Services Agmt No. 10101
G. First Mod Services Agmt No. 10101
H. Services Agmt No. 10101

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Proposed Projected Actuals Proposed
2021/2022 2021/2022 2022/2023
Income
City Funding $200,000 $200,000 $150,000Facilities ‐ Event Deck Rental $200,000 $425,000 $600,000Facilities ‐ Film Permits $100,000 $250,000 $275,000Facilities ‐ Merry Go‐Round Rental $75,000 $45,000 $100,000Facilities ‐ Corporate Promotions $100,000 $175,000 $200,000Partnerships $50,000 $200,000Food and Beverage Sales $20,000 $25,000Licensing and New Revenue $10,000 $12,000 $15,000Registration Fees $12,000 $15,000Loans and Grants $20,000 $25,000 $30,000TOTAL INCOME $705,000 $1,214,000 $1,610,000 Expenses
Facilities ‐ City Refund ‐ Merry Go‐Round $30,000 $14,000 $55,000Facilities ‐ City Refund ‐ Pier Deck $80,000 $250,000 $300,000Facilities ‐ Event Staffing, Security & Supplies $15,000 $20,000 $20,000People ‐ Wages & Salaries $450,000 $475,000 $650,000People ‐ Benefits $120,000 $121,000 $150,000People: Meetings, Office Supplies, Retreat $15,000 $25,000 $35,000People ‐ Services, Audit, Insurance, $30,000 $30,000 $35,000Marketing Creative $10,000 $0 $10,000Marketing Promotions, Travel $10,000 $12,000 $20,000Pier Produced Programming (Pier 360, Locals' Night, Wellness & Waves, Dia de los Muertos, Holidays, PRIDE) $0 $230,000 $300,000Planning Contingency $30,000 $10,000 $50,000TOTAL EXPENSE $790,000 $1,187,000 $1,625,000NET INCOME ($85,000) $27,000 ($15,000) NOTE: The deficits in budget will be covered by Pier Reserves.

Santa Monica Pier Corporation Budget 2022/2023

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Packet Pg. 877
Attachment: SMPC Budget 2022-23 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) FY2022-2023 Work Plan
This document lays out strategic work plan of the Santa Monica Pier Corporation for Fiscal Year 2022-2023, a year in which the world collectively takes the next steps forward from two years of COVID-19 pandemic-related uncertainty toward a new normality. For the Pier Corporation. that new normality will include building upon the visions and progress of the three study groups initiated in early 2021 (Governance & Revenue, Programming Priorities, and Community Engagement) and expanding its focus in to new, yet very Pier-specific, arenas.

The Pier is approximately the size of a 3-block city street, upon which are an amusement park, an aquarium, a trapeze school, 8 restaurants, 13 licensed vendor carts, 4 retail shops and a 100-year-old antique carousel that is housed within an official Nationally landmarked building. Fishing and street performance add to the daily scope of activities on the Pier, as well as frequent brand activations, art installations and free-and-open-to-the-public programming. In pre-pandemic years the Pier welcomed approximately 10-12 million visitors, which dropped drastically in 2020 and early 2021, then gradually rebuilt over that past year to reach visitor levels that now rival that aforementioned 10-12 million number.

The past year has been defined by rebuilding – both figuratively and literally. For most of 2020 and much of 2021 the Pier Corporation was severely limited in revenue opportunities via event rentals, filming and the ability to produce its customary public programs due to pandemic protocols. Additionally, the Pier Parking Deck (large-scale event space) has undergone a massive rehabilitation project, which further hampered event rental and event production opportunities.

As pandemic protocols loosened, and with careful coordination with City Engineers and construction contractors, the Pier Corporation was able to reestablish revenue streams for event rentals and filming and revive some key public programming.

The new fiscal year will continue the momentum forward, building upon the progress made over the previous year while also targeting its outreach and marketing toward specific demographics and event opportunities, reasserting the Santa Monica Pier’s status as a local, national and international iconic and historic destination.

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Packet Pg. 878 Attachment: SMPC WorkPlan 2022-2023 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) Map of Santa Monica Pier 2022

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Packet Pg. 879 Attachment: SMPC WorkPlan 2022-2023 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) Santa Monica Pier Corporation Board of Directors
Board Chair Vice-Chair Secretary/Treasurer

Christopher Foster Nicholas Rolston Randi Parent

Daniel Hall Jeffrey Jarow Misti Kerns Carter Rubin
Santa Monica Pier Corporation Staff Members
Executive Director: Jim Harris
Operations Director: Aurora Piña Activations Manager: Anne Railsback Brand Manager: Julieta Giner Facilities & Weekend Specialist: Corey Hart

3.I.b
Packet Pg. 880 Attachment: SMPC WorkPlan 2022-2023 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) Accomplishments Of Fiscal Year 2021-2022
Fiscal Year 2021-2022 was a year of fluctuation between uncertainty and cautious optimism as the world collectively moved forward through a second year of the impacts of the COVID-19 pandemic. New challenges were presented – most notably the great influx of unpermitted vendors and a massive construction project in the Pier’s large-scale event venue – and while it has become increasingly clear that the post-pandemic “new normal” Santa Monica Pier will be different from what it was just over two years ago, there is great promise for the future of the pleasure pier experience which the Pier Corporation has diligently fought to preserve and enhance for the past several decades.

The three study groups formed by the Pier Corporation in early 2021 made great progress in FY2021-2022, with ultimate results seeing varying levels of positive impact. The composition of each study group included representation from Pier Corporation staff and board of directors, City of Santa Monica Staff, Pier Business ownership and management and at-large members of the local community.

Definitions and a summary of accomplishments and progress of each study group follows:
• The Governance & Revenue Study Group was conceived to determine and ultimately recommend to the City Council the best governance and revenue model for the Pier. The group researched and compared many other venues around the United States, each with various degrees of similarity to the Pier, and determined that a model which combines elements of Seattle’s Pike Place PDA and Santa Monica’s own Downtown Santa Monica, Inc. would be ideal.

Such a model would ideally bring the three existing prominent organizations on the Pier (Santa Monica Pier Corporation, City of Santa Monica Office of Pier Management and the Santa Monica Pier Lessees Association) into one cohesive body that governs the Pier, likely as a modified BID. It is this study group’s understanding that City Staff will soon re-engage with a BID consultant to perform a new BID assessment for the Pier and nearby beach area, from which the study group expects to learn more regarding next steps. • The Programming Priorities Study Group was formed to identify and prioritize programming that would best serve all stakeholders for both the immediate post-pandemic period and the ongoing future. The study group collectively acknowledged and discussed a variety of issues, benefits and future challenges for public programming on the Pier. In early 2020 they developed a draft long-term event rentals policy to be presented to the Pier Corporation Board of Directors and, ultimately, to City Council for adoption alongside other recommendations for public event venue policies. More immediately, the group helped Pier Corporation staff to prioritize the return of Pier-produced programs including Pier 360 (summer kickoff paddleboard,

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Packet Pg. 881 Attachment: SMPC WorkPlan 2022-2023 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) swimming and beach volleyball competitions), the annual “Cheer on the Pier” Holiday Window Displays and ROGA (fitness program).
• The Community Engagement Study Group convened with the purpose to find ways to encourage the local community to visit the Pier. For the past many years, the perception widely shared among Santa Monicans is that the Pier is for tourists. The goal of the study group is to explore, identify and implement tactics that will strengthen the relationship between Santa Monica residents and their Pier. Over the course of the last year the study group identified several possibly effective concepts, and on March 10, 2022 launched a new monthly Pier-wide event called “Locals’ Night” in which various Santa Monica organizations, such as Pico Youth & Family Center, Santa Monica Music Center, and Cayton Children’s Museum provide free entertainment along the entire length of the Pier while Pier businesses offer specials and the Pier Corporation targets marketing only to the local Santa Monica community. While still in its early imagining and learning stages, local response has been overwhelmingly positive, and it appears that a great new Santa Monica tradition has begun.

A year ago, the Pier Corporation’s proposed plan of work acknowledged that a decrease in grant funding from the City of Santa Monica and uncertainties regarding the ability to book events and filming due to both the ongoing pandemic and the City’s planned year-long large-scale construction project on the Pier Parking Deck rendered the organization’s ability to plan and produce any of its traditional public programs as unlikely. Good fortune prevailed, though, and the organization’s revenue from event rentals, activations and filming exceeded expectations such that the Pier Corporation was able to execute the return of “Cheer on the Pier” Holiday Window Displays in December 2021, Wellness & Waves (formerly ROGA fitness program) in March/April 2022 and Pier 360 (summer kickoff athletics event) in late June 2022. In addition, those revenues helped with the creation of two new prospective annual events – Dia de los Muertos in the historic Merry Go-Round Building and monthly Locals’ Nights.

In addition to study group work, reinvigorating revenue streams and returning free public programming to the Pier, the Pier Corporation partnered with City Staff and the Santa Monica Pier Lessees Association in responsive efforts to curb the quickly growing unpermitted vendor situation and its associated potential dangers to the Pier, most notably the use combustible fuels. The Pier Corporation actively supports the continuing presence and work of the Pier Task Force and regularly works with the Santa Monica Chamber of Commerce and the California Travel Association in their advocacy efforts to modify State of California legislation.

3.I.b
Packet Pg. 882 Attachment: SMPC WorkPlan 2022-2023 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) Fiscal Year 2022-2023
The new fiscal year will include continued financial challenges, including the stilluncertain impacts of the pandemic as well as another cut in grant funding from the City (from $200,000 in FY2021-2022 to $150,000 in FY2022-23), but while the previous year was consumed by caution, the new fiscal year shows great promise for optimism.

FY2022-2023 will include continued work in all of the arenas detailed above, expand upon much of it, and embark upon the exploration of new arenas of interest that will benefit both the Pier Corporation and to the Santa Monica Pier in general.

The following is a brief detail of the FY2022-2023 areas of focus:

STUDY GROUPS– While each study group made tremendous progress toward their goals in FY2021-2022, there is more work to be accomplished during the next year. • Governance & Revenue – The City’s engagement with the BID consultant, and especially the consultant’s assessment, is eagerly anticipated by the study group. Next steps for a recommendation from the group will be determined from the results of that assessment.
• Programming Priorities – Building upon the study group’s work on developing the draft long-term event rentals policy, next steps will be to formulate a comprehensive set of policy recommendations for events in the Pier’s public venues.
• Community Engagement – With Locals’ Night having been officially launched and finding its way into becoming a tradition, the group will continue to explore other arenas of improving relations with between locals and the Pier.

ANNUAL CELEBRATION OF THE PIER’S BIRTHDAY (SEPTEMBER 9) – Visualizing the concept of “bookending” the summer with Pier-focused weekends, with Pier 360 already the traditional kickoff event for summer, the Pier Corporation recognizes an opportunity to “wrap up” summer on the weekend immediately following Labor Day, which always includes or is near to the anniversary of the original opening date of the Santa Monica Pier - September 9th. For the past several years (pre-pandemic), the Pier Corporation has held a modest celebration of this date with performances of the stage play, “SAVE THE PIER!”. An unrelated annual 5k/10k event – the Santa Monica Classic – has also fallen on this weekend. Pier Corporation staff is eager to explore an expansion of events/activities to enhance awareness of the Pier’s longevity as well as its connection to the summer season.

CONNECTING WITH OTHER ICONIC PIERS – The Santa Monica Pier is unique, and the Pier Corporation is completely aware of its status as one of the most recognized places in the world. A simple image of the Pier, or even mere mention of it, immediately places the viewer or listener in southern California. It is that distinct,

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Packet Pg. 883 Attachment: SMPC WorkPlan 2022-2023 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) that iconic. The Pier is not alone in enjoying that status, of course, for there are many places worldwide – including some piers – that impactfully represent their cities, regions and even countries. One very unique factor of the COVID-19 pandemic that often goes unmentioned is how it brought the world together – the entire world shared the same experience at one time. With that experience in mind, but with a much more positive spin, the Pier Corporation will reach out to its cousins – other iconic venues – and explore the values of connection through marketing, shared experience and perhaps some good old-fashioned rivalry and banter. In FY2022- 2023, the initial outreach will be to two specific piers – the Chicago’s Navy Pier (the other end of Route 66) and England’s Brighton Pier (historic inspiration for amusement park piers – the “grandaddy of them all”).

PRIDE ROLLER RINK – Over the past few years the City of Santa Monica, Downtown Santa Monica, Santa Monica Place and the Santa Monica Pier Corporation have combined efforts toward celebrating PRIDE for the month of June. The Pier Corporation has participated in various ways, most recently with art installations and small-scale events. Coincidentally, over those same past few years, Pier Corporation staff has been in conversations with a company that provides and operates roller rinks at various venues. Those conversations have led to the concept of a multi-day or multi-week roller rink installation as a new and perhaps annual Santa Monica PRIDE, launching in June 2023.

TARGETED MARKETING FOR SPECIFIC BRAND-RELEVANT EVENT RENTALS – The Pier Parking Deck has become a widely recognized event venue which has drawn the attention of some premium brands such as the National Football League and Major League Baseball – both good brand matches for the Pier. While these organizations approached the Pier Corporation organically, staff will begin targeted outreach specifically to other similar organization that represent a good brand match.

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Packet Pg. 884 Attachment: SMPC WorkPlan 2022-2023 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) 1 SECOND MODIFICATION OF
SERVICES AGREEMENT NO. 10101 (CCS)
This Second Modification of Agreement Number 10101 (CCS) (“Second Modification”), entered into as of ______________, by and between the City of Santa Monica, a municipal corporation (“City”), and the Santa Monica Pier Corporation, a California non-profit public benefit corporation ("SMPC"), is made with reference to the following:

RECITALS
A. In or about January 28, 2016, the City and Santa Monica Pier Corporation entered into a Services Agreement Number 10101 (CCS) (“Services Agreement”) for services to develop, implement and maintain certain programs and functions in connection with the Santa Monica Pier.

B. On September 17, 2020, Council approved a First Modification of the Services Agreement to extend the term through June 30, 2021 to align with the City’s 2020-21 Fiscal Year and to modify services to reflect the City’s priorities and available funding for FY 2020-21. The Services Agreement as modified by the First Modification is referred to as the Agreement.

C. On June 22, 2021, Council approved the Pier Corporation budget and workplan for Fiscal Year 2021-22 and authorized a Second Modification of the Agreement to extend the term through June 30, 2022 to align with the City’s 2021-22 Fiscal Year and available funding.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

1. Section 5. “Term” of the Agreement shall be deleted and replaced with the following:

Section 5. Term
The term of this Agreement shall terminate on June 30, 2022, unless terminated earlier pursuant to Section 12.3 under the same terms and conditions, and subject to annual appropriations by the City Council for each fiscal year.

DocuSign Envelope ID: 68BC9A67-DE2A-4C2F-AAE3-94A5D5384C31 7/12/2021

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Packet Pg. 885 Attachment: Second Mod Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) 2 2. Except as expressly modified by this Second Modification, all other terms and conditions of the Agreement shall be and remain in full force and effect.

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

CITY OF SANTA MONICA,
a municipal corporation
APPROVED AS TO FORM:

By:
________________________
____________________________
ATTEST:
____________________________

SANTA MONICA PIER

CORPORATION,
a non-profit public benefit corporation
By:
_________________________
Its:
________________________
DocuSign Envelope ID: 68BC9A67-DE2A-4C2F-AAE3-94A5D5384C31 George Cardona
Interim City Attorney
7/12/2021
7/12/2021
Jim Harris
Interim Executive Director
John Jalili
7/12/2021
Denise Anderson-Warren Interim City Manager
7/12/2021
City Clerk

3.I.f
Packet Pg. 886 Attachment: Second Mod Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)

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Packet Pg. 887 Attachment: First Mod Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)

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Packet Pg. 888 Attachment: First Mod Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)

SERVICES AGREEMENT
BIIT\VEEN
CONTRACT NO. 10101 (CCS}

THE CITY OF SANTA MONICA
AND

THE SANTA MONICA PIER CORPORATION

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Packet Pg. 889 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)

TABLE OF CONTENTS
Page

1. EXHIBITS ................................................................................................................ 2

2. RESPONSIBILITIES ................................................................................................ 2

2.1 SMPC Responsibilities ..................................................................................... 2

2.2 Limitation on Activities ................................................................................... 3

2.3 City General Responsibilities ........................................................................... 3

3. STANDARD OF CARE ........................................................................................... 3

4. BUSINESS PLAN, PIER BUDGET AND ANNUAL REPORT ............................. 3

4.1 A111lual Business Plan ...................................................................................... 3

4.2 An11ual Pier Budget .......................................................................................... 4

4.4 Implementation of Business Plan and Pier Budget.. ........................................ 5

4.5 Performance Within Pier Budget.. ................................................................... 5

4.6 Accounts, Books and Records .......................................................................... 5

4.7 Accounting and Monthly Statements .............................................................. 6

4.8 Copies of Books and Records .......................................................................... 6

4.9 Miscellaneous Reports and Information .......................................................... 7

5. TERM OF AGREEMENT ........................................................................................ 7

6. MANAGEMENT RESPONSIBILITIES ................................................................... 7

6.1 Sponsorship and Event Underwriting Programs .............................................. 7

6.2 Marketillg a11d Promotion ............................................................................... 7

6.3 Special Events .................................................................................................. 8

6.4 Filmh1.g at the Pier ........................................................................................... 8

6.5 Marks ............................................................................................................... 9

6.6 Street Performer Monitoring ........................................................................... 9

6. 7 Community Outreach ...................................................................................... 9

6.8 Carousel Special Event Rental ......................................................................... 9

6.9 POLICY GUIDELINES ........................................................................................... 9

7. METHODS OF OPERATION .............................................................................. 10

7.1 Contracting .................................................................................................... 10

3.I.h
Packet Pg. 890 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)

7.2 Compliance with Laws ................................................................................... 10

7.3 Employment of Personr1el .............................................................................. 10

8. FINANCIAL MATIERS ........................................................................................ 11

8.1 SMPC Account .............................................................................................. 11

8.2 Payment of Bills ............................................................................................. 11

8.3 Deposit of Revenues ...................................................................................... 12

8.4 Allocation of Excess Reserves ......................................................................... 12

9. FUNDING OF SMPC ............................................................................................ 12

9.1 Funding ......................................................................................................... 12

9.2 Employee Compensation ............................................................................... 12

9.3 Office Space and Parking ............................................................................... 13

9.4 Payment and Record of Expenses .................................................................. 13

9.5 Matters Beyond SMPC Responsibility ........................................................... 13

9.6 Reversion of Property ..................................................................................... 13

10. INDEMNIFICATION AND INSURANCE .......................................................... 13

10.1 SMPC's Insurance ...................................................................................... 13

10.2 Indemnity by SMPC .................................................................................. 13

10.3 Third Party Insurance ................................................................................ 14

10.4 Third Party Indemnity ............................................................................... 14

11. TERMINATION .................................................................................................... 15

11.1 Termination Upon Default ........................................................................ 15

11.2 Termination for Convenience ................................................................... 15

11.4 Force Majeure ............................................................................................ 15

11.5 Obligations Upon Termination ................................................................. 15

11.6 Survival .................................................................................................... 16

12. GENERAL PROVISIONS ..................................................................................... 16

12.1 Notices ....................................................................................................... 16

12.2 Prohibition Against Transfers .................................................................... 17

12.3 Non.,Discrimination ................................................................................... 17

12.4 Amen.dments .............................................................................................. 17

12.5 Gover11ing Law ........................................................................................... 17

12.6 Cooperation ................................................................................................ 17

12.7 Waiver of Rights ........................................................................................ 18

12.8 No Recourse ............................................................................................. 18

12.9 Severability ................................................................................................ 18

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Packet Pg. 891 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)

12.10 No Third Party Beneficiary . . . . . . . . . . . . .. . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .. . . . . . . . 18

12.11 No Lien ..................................................................................................... 18

12.12 Integration .................................................................. ; ............................. 18

12.13 Nuisance ................................................................................................... l9

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Packet Pg. 892 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)

SERVICES AGREEMENT

BETWEEN

THE CITY OF SANTA MONICA AND

THE SANTA MONICA PIER CORPORATION
"1 7!
/. THIS SERVICES AGREEMENT (
11Agreement") is made as of this ~ day
oC -----' 2016 ("Execution Date"), by and between the CITY OF SANTA MONICA, a California municipal corporation ("City"), and the SANTA MONICA PIER CORPORATION, a California non-profit public benefit corporation ("SMPC"), with respect to the following:

RECITALS
A City. 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. Pier. City owns and operates that certain real property commonly known as the Santa Monica Pier and consisting of the entire pier platform and certain appurtenant structures, fixtures, improyements, utility lines and systems, public restrooms, public parking sites, stairways and common areas, and maintenance and equipment areas located thereon, including all the leasehold spaces, all as more particularly described in Exhibit "A" attached hereto and incorporated herein by reference (collectively referred to as the "Pier").

C. SMPC. SMPC is a California non-profit public benefit corporation duly organized and validly existing under the laws of the State of California. As set forth in the SMPC' s Articles of Incorporation and Bylaws, the City is the sole member of the SMPC.

D. SMPC Board. SMPC is governed by a board of directors ("SMPC Board") who are appointed by the City Council.

E. Prior Services Asn-eement. City and SMPC (formerly the Santa Monica Pier Restoration Corporation) entered into that certain Amended and Restated Services Agreement No. 9566 (CCS) on June 28, 2012 (the "Prior Agreement"), for the purpose of governing certain operational and management functions concerning the Pier. This Agreement is intended to supersede the Prior Agreement in accordance with City Council's authorization on July 14, 2015. Accordingly, upon the commencement of the term of this Agreement, the Prior Agreement shall terminate and be of no further force or effect.

F. Agreement. The Santa Monica Pier Restoration Corporation was formed in 1983 for the purpose of assisting the City in restoring and reYitalizing a devastated Pier. City and SMPC recognize and acknowledge that the Pier has been restored and today is an unparalleled public resource and City asset which embodies Santa Monica's values, history and community. City and SMPC agree that it is ·necessary for both parties to adapt and delineate the roles and responsibilities of the SMPC to meet the current and future needs of the Pier as set forth below. Accordingly, City and SMPC seek to enter into this Agreement for the SMPC to provide sen ices to develop, implement, and 1 3.I.h
Packet Pg. 893 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) maintain certain programs and functions in connection with the Santa Monica Pier, including marketing and promoting the Pier as a destination; producing community e\.-ents; coordinating priYate special events, sampling/display promotions, filming; fundraising and sponsorships; trademark licensing; community outreach; and monitoring of street performers. In addition, the SMPC agrees to assist the City with public review and discussion of planning and policy matters related to the Pier objectives.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants contained herein, City and SMPC agree as follows:

1. EXHIBITS
The Recitals set forth above and the Exhibits listed herein are hereby incorporated as a term of this Agreement.

Exhibit "A" Pier Site Map
Exhibit "B" Carousel Special E,·ent Rental
Exhibit "C" Insurance Requirements and Verifications

2. RESPONSIBILITIES

2.1 SMPC Responsibilities
SMPC shall be responsible for the promotion of the Pier and for providing several project services (hereinafter called the "Work") at the Pier. Such Work shall include the obligation to manage, advise, supervise, direct and coordinate the following:
(a) Event Production. The development, implementation and execution of public community events on the Pier; the coordination and location services for Pier private events including special events, filming, sampling/ display promotions; and rental of the Carousel facility as set forth more particularly in Sections 6.3, and 6.8 below;
(b) Marketing and Promotion. The development, implementation and execution of programs concerning promoting, advertising, and marketing the Pier as set forth more particularly in Section 6.2, below;
(c) Sponsorships and Fundraising. The development, implementation and execution of sponsorships and fundraising, and trademark licensing as set forth more particularly in Section 6.1, and 6.5, below;
(d) Pier Street Performers. The monitoring of Pier street performers and Pier street performer zones as set forth more particularly in Section 6.6 below; (e) Community Outreach. The organization of community outreach efforts including the volunteer programs, community awareness campaigns and education programs as set forth more particularly in Section 6. 7 below;
2 3.I.h
Packet Pg. 894 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) (f) Public Discussion Forum. Assisting the City with the facilitation of public participation and provide recommendations to the City on short term and long term planning and enhancement of the Pier;
(g) Policy Guidelines. The preparation and update as needed, of policy guidelines for Pier Marketing, EYents, Sponsorship and Leasing for approval by the City set forth more particularly in Section 6.9, below;
(h) Other additional services and activities in connection with the Pier as the parties may agree in writing from time to time, and as incorporated into the Business Plan and budget approved annually by City Council.

2.2 Limitation on Activities
Except as otherwise set forth in Section 2.1, aboYe the SMPC shall not engage in any other activities not expressly enumerated herein without the written approval of the City. Nothing in this Agreement is intended to com·ey any authorization to the SMPC for installation or approval of any signs, plaques or other physical objects on, onto or about the Pier, without the prior written consent of the City in its proprietary capacity and in full compliance with applicable law.

2.3 City General Responsibilities
City shall be responsible for Pier infrastructure; maintenance and custodial; parking management; lease management, Pier Fund and tenant and community relations on the Santa Monica Pier.

3. STANDARD OF CARE
SMPC shall furnish its best skill and judgment in the performance of the Work so as to achieve a high degree of cost efficiency while maintaining quality performance, and shall cooperate with City in protecting and furthering the best interests of City regarding the management and protection of the Pier and its immediate environment.

4. BUSINESS PLAN, PIER BUDGET AND ANNUAL REPORT

4.1 Annual Business Plan
SMPC shall prepare and submit to City for City's approval, by Aprill5 of each ftscal year, an m·erall operational, use, and business plan for all activities, policies, and business strategies to be implemented at the Pier by SMPC for each upcoming fiscal year of City ("Business Plan"). City shall have the sole authority to reYiew and approYe each Business Plan, including the annual Pier Budget (as hereinafter defined) contained therein as necessary to implement each approYed Business Plan. Each Business Plan shall include, without limitation, each of the following:
(a) A detailed description and schedule for those activities, events, programs, and other areas of responsibility assigned to SMPC in this Agreement, including, without limitation, those duties 3 3.I.h
Packet Pg. 895 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) concerning Pier advertising, event production and coordination, sponsorships and trademark licensing, marketing and sampling/promotions, film permitting, community outreach, service contracts and insurance as more fully set forth in Sections· 2.1, 6 and 7; (b) A summary of advertising and marketing activities, events and programs to be undertaken by SMPC on behalf of City if funds are available pursuant to Section 6.2 of this Agreement.

4.2 Annual Pier Budget
Together with the annual Business Plan summarized in Section 4.1 above, SMPC shall prepare and submit to City for approval, by April 15 of each fiscal year, a pro forma operating budget and forecast of income and expenses for implementation and performance of those acthi.ties, events, programs, and other areas of responsibility assigned to SMPC in this Agreement ("Pier Budget"). City shall have the sole authority to re\i.ew and approve each Pier Budget. For each fiscal year, the Pier Budget shall include, without limitation, each of the following elements:
(a) A pro forma forecast of income and expenses considered necessary by the SMPC to implement the duties and responsibilities assigned to SMPC in this Agreement including, without limitation, Pier advertising, event management, sponsorships, licensing, special events, film permitting, community outreach, service contracts and insurance; and (b) A pro forma operating budget setting forth the cost of SMPC's operation including, without limitation, the cost of SMPC's staff salaries and benefits, out-of-pocket expenses, and costs associated with office operations. The operating budget shall also set forth the estimated cost of SMPC's advertising and marketing activities which may be performed by SMPC on behalf of City if funds are a\-ailable as set forth in Sections 4.2 and 8.1 of this Agreement; and (c) A comparison of the proposed budget for each line item with the previous year's budget and estimated year-end expenditures.

4.3 Annual Report
The SMPC shall submit an Annual Report to City by October 1 of each fiscal year. Such report shall contain, in appropriate detail, all of the following requirements:
a) A narratiYe description of the SMPC's actidlies and accomplishments during the Fiscal Year;
b) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
c) The principal changes in assets and liabilities, during the fiscal year; 4 3.I.h
Packet Pg. 896 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) d) The revenue or receipts of the SMPC, both unrestricted and restricted to particular purposes, for the fiscal year;
e) The expenses or disbursements of the SMPC, for both general and restricted purposes, during the fiscal year;
f) Any information required by Section 5322 of the California Nonprofit Public Benefit Corporation Law (pertaining to certain transactions and indemnifications im·olving interested persons); and
g) Such other information concerning the corporation as may be requested by the City Council in writing not less than ninety (90) days preceding the end of such fiscal year.

4.4 Implementation of Business Plan and Pier Budget
Once approYed by City Council, SMPC shall implement the Business Plan and Pier Budget and, except as otherwise required by this Agreement or the Business Plan, shall be authorized without the need of further Council approvals to make the expenditures and incur the obligations provided for in such Business Plan. During any fiscal year, either party may propose an amendment to the Business Plan or Pier Budget based on changed circumstances, which amendment must be approved by City in writing.

4.5 Performance Within Pier Budget
SMPC shall use diligence and employ all reasonable efforts to ensure that the actual costs of promoting, marketing and performance of its responsibilities on the Pier shall not exceed the Pier Budget. Transfer of funds among budget categories will require prior approval of the SMPC Board. In addition the transfer of funds among budget categories that exceed 10% in aggregate of the originally approved Pier Budget will require City approval. Where feasible, SMPC shall attempt to reduce actual costs of performance of its responsibilities on the Pier below the amounts specified in the Pier Budget.

All expenses must be charged to the proper account on the Pier Budget and no expense may be classified or reclassified for the purpose of not accounting for an excess in the annual budgeted amount of an accounting category. Any contract entered into by the SMPC shall not exceed the length of the then current fiscal year, unless such contract specifies that contractual obligations beyond such fiscal year shall be subject to budgetary and programmatic approval of the City Council.

4.6 Accounts, Books and Records
The SMPC shall maintain its books and records in accordance with generally accepted accounting principles ("GAAP") to facilitate accurate preparation of necessary fiscal reports and in the form required by the City's Director of Finance and reasonably acceptable to the City. Such books and records shall be maintained by SMPC at SMPC's address set forth below or at such other location as may be mutually agreed upon in writing, and shall be so maintained for a period of ten (10) years after the creation of such books and records (except in the event of an audit, litigation or other proceeding involving such books and records which is not complete within said ten (10) year period, in which case, the books and records shall be maintained until the conclusion 5 3.I.h
Packet Pg. 897 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) of the proceeding), or for such other period as City and SMPC shall agree. City and its representatives shall have the right of access to audit and to inspect all books and records maintained by SMPC with respect to the Pier. All audits shall be at City's cost, shall be conducted during norni.al business hours and shall be conducted at SMPC' s office where such books and records are located or at the Pier. Any audit may be conducted by City's Director of Finance, City's direct employees or by independent auditors engaged by City. SMPC shall cooperate with City's auditors and accountants in any inspection and audit of the books and records and the preparation of financial statements and tax returns. Should an inspection or audit reveal material weaknesses or material errors in record keeping, SMPC shall immediately correct such weaknesses or errors. SMPC shall expend commercially reasonable best efforts to control accounting and financial transactions as is reasonably required to protect City's assets from theft, error or fraudulent acti\i.ty on the part of SMPC' s associates or direct employees.

4. 7 Accounting and Monthly Statements
Monthly statements of SMPC operations shall be provided to City within thirty-five (35) days after each month hereunder and shall show payments, collections, delinquencies, uncollectible items, and other matters pertaining to SMPC's operations including promotion, marketing, special event rental and filming during the preceding month. The statements shall include a comparison of monthly and year-to-date actual income and expenses \\i.th the Pier Budget. SMPC shall, on a quarterly basis, provide City with an analysis of any significant variances between budgeted and actual amounts. Such statements and reports shall be in a form required by City and shall itemize the revenues generated from each of the Pier's events, program and activities.

4.8 Copies of Books and Records
SMPC shall maintain, and shall supply to City upon request, copies of all books and records maintained by SMPC for the Pier, including, but not limited to:
(a) All bank statements, bank deposit slips and bank reconciliations; (b) Detailed cash receipts and disbursement records;
(c) Detailed trial balance;
(d) Paid invoices;
(e) Summaries of adjusting journal entries;
(f) Supporting documentation for payroll, payroll taxes and employee benefits; and (g) Vouchers, contracts, statements and records from all independent contractors engaged by SMPC.
6 3.I.h
Packet Pg. 898 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)

4.9 Miscellaneous Reports and Information
SMPC shall deliver to City copies of all notices, agendas, and minutes of SMPC Board meetings, quarterly financial reports of expenditures, and monthly reports detailing, rentals, filming, carousel parties and promotions, in a form apprm·ed by City. In addition, SMPC shall prepare, from time to time, reports concerning such other matters relating to its responsibilities as City may reasonably request.

5. TERM OF AGREEMENT
The term of this Agreement shall commence upon the Execution Date, and shall terminate five (5) years thereafter unless terminated earlier pursuant to Section 12.3, and subject to annual appropriations by the City Council for each fiscal year.

6. MANAGEMENT RESPONSIBILITIES
SMPC shall use commercially reasonable best efforts in performing the following specific functions:

6.1 Sponsorship and Event Underwriting Programs
SMPC and City agree that it may be desirable to involve the Pier with one or more sponsorship or event underwriting programs so as to increase revenues or other resources that may be made available, including, without limitation, in-kind contributions in support of Pier operations, marketing, e,·ents and other functions. SMPC shall be responsible for developing appropriate concepts and general parameters for any sponsorship, fundraising and e\·ent underwriting programs involving the Pier ("Sponsorship Guidelines"), for the review and approYal by the city as soon as practicable upon the execution of this Agreement. Upon approval by the City of the Sponsorship Guidelines, SMPC shall implement such programs in accordance with approved guidelines and SMPC in full compliance with all applicable laws, regulations and ordinances. SMPC shall provide the City with a full and complete accounting of such revenues on at least a quarterly basis.

6.2 Marketing and Promotion
SMPC shall develop and implement various marketing programs from time to time to enhance the commercial operation and aesthetic quality of the Pier and adjacent areas and to emphasize the Pids historical and recreational significance. These marketing programs, including without limitation, adYertising, promotions, marketing, and media relations relating to the Pier, the Pier logo, and related products, will create public awareness of the various activities and special events relating to the Pier and future development plans concerning the Pier. The SMPC shall establish appropriate concepts and general parameters for marketing programs involving the Pier, and shall prepare written guidelines ("Marketing Guidelines") for review and approval by the City as soon as practicable upon the execution of this Agreement. Upon approval by the City of the Marketing Guidelines, SMPC shall implement such programs in accordance with guidelines and 7 3.I.h
Packet Pg. 899 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) in full compliance with all applicable laws, ordinances and regulations, and all tenant leases.

SMPC shall provide the City with a full and complete accounting of such revenues on at least a quarterly basis and all expenses incurred by the SMPC related to marketing shall be in accordance with the Business Plan and Pier Budget.

6.3 Special Events
SMPC shall coordinate and oversee various special events to enhance community participation and enjoyment of the Pier, taking advantage of the Pids historical and public recreational significance.

A. Private E ... -ents
SMPC shall establish appropriate concepts, fees and general parameters for special events involving the Pier, and shall prepare written guidelines ("Event Guidelines") for review and approval by the City as soon as practicable upon the execution of this Agreement. E,·ent Guidelines are to include guidelines for limited private eyents for the Pier, and such private events are to be in compliance with City ordinances, regulations and Special Event permitting process.

B. SMPC Produced Events
SMPC shall develop, produce and implement public events to enhance community participation and enjoyment of the Pier. SMPC Event Guidelines are to include guidelines for public events at the Pier produced by the SMPC ("SMPC Produced Events"). A SMPC Produced Event is defined as an eYent in which the SMPC has the primary role in planning, preparing and implementing, including securing funding, marketing, making purchasing decisions and contracting with ,·enders. For SMPC Produced Events which are free to the public, City will waive pier parking lot rental fees and, if otherwise applicable, carousel rental fees, carousel deck rental fees and rental of other City managed event space on the pier deck. All SMPC Produced Events shall be in compliance with City ordinances, regulations and Special Event permitting process.

C. Carousel Events
Carousel Events may be a private, semi·priYate, or SMPC Produced Event. Such events shall comply with the provisions more fully described in Section 7.9 and in Exhibit "B".

6.4 Filming at the Pier
SMPC and City agree that it may be desirable to permit filming of and/ or on the Pier from time to time to create revenues for the Pier and to bring attention to the Pier's historical and recreational significance. SMPC shall solicit, negotiate, and manage filming rights at the Pier.

SMPC shall be responsible for establishing appropriate concepts, fees and general parameters for permitting such filming involving the Pier, and for implementing SMPC policies to bring about appropriate filming at the Pier and coordinate any such filming with the daily operation of the Pier so that the interests of the public and the tenants are protected. All filming shall be in compliance 8 3.I.h
Packet Pg. 900 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) with City ordinances, regulations and Filming Guidelines. Location fees shall be approved by the City.

6.5 Marks
SMPC shall be the exclusive agent for the City to conduct the licensing of the City's senice marks, copyrights, representations, names, logos, artwork, photographs, graphic depictions or other material related to the Pier and the sign affixed to the entrance of the Pier (collectively, the "Marks"). SMPC shall establish and implement appropriate concepts, fees and general parameters for licensing the Marks consistent with the Marketing Guidelines. This provision is not intended to conYey any proprietary interest in the Marks to the SMPC, and the City shall remain the owner of all proprietary interest in the Marks throughout the term of this Agreement. SMPC shall honor all currently existing licensing arrangements set forth in the tenant lease agreements.

6.6 Street Performer Monitoring
SMPC shall monitor and promote the use of designated Pier street performance zones in a fair and equitable fashion that follows the regulations set forth in the municipal code as it applies to the Pier. SMPC will serve as a liaison and coordinator with City. City is responsible for the enforcement of the municipal code.

6. 7 Community Outreach
SMPC shall conduct community outreach efforts including but not limited to, volunteer programs, education programs, community fundraising, and community events. In addition SMPC shall work to improve public awareness of pier history and resources available for public and community use.

6.8 Carousel Special Event Rental
SMPC shall book, promote, manage, coordinate, and monitor semi-priYate and private use including birthday parties, filming and special events at the Santa Monica Pier Carousel and Carousel Deck. These duties include administrative tasks such as responding to public inquiries, marketing to potential clients, maintaining event scheduling, providing tours of the facility, and informing the public of special event policies and procedures. SMPC will comply with all applicable laws including, but not limited to, ordinances, regulations and guidelines in connection with such acthi ties. Further, SMPC management requirements and responsibilities are set forth in Exhibit "B", Carousel Event Rental, which is attached hereto and incorporated herein.

6.9 Policy Guidelines
SMPC shall prepare, and update as necessary, policy guidelines regarding Pier Marketing, Events, Sponsorships, and Leasing for Council approval. 9 3.I.h
Packet Pg. 901 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)

7. METHODS OF OPERATION

7.1 Contracting
All service contracts for expenditures included within the Pier Budget shall be paid by SMPC from funds provided by City pursuant to this Agreement. Without relieving it of its obligations hereunder, SMPC shall be entitled, at its expense, to enter in its own name into such subcontracts with third parties to perform any of the functions which are the subject of this Agreement and the Business Plan. Upon any termination of this Agreement, SMPC shall, if and to the extent requested by City, assign all assignable contracts executed by SMPC to City.

7.2 Compliance with Laws
(a) In performing all of the services provided by SMPC pursuant to this Agreement and any exhibits hereto, SMPC shall be responsible for compliance with: (i) all applicable federal, state and municipal laws, ordinances, regulations and orders; (ii) applicable laws and regulations relating to workers' compensation, social security, unemployment insurance, hours of labor, wages, working conditions and other employer-employee related subjects; and (iii) the rules, regulations or orders of the local Board of Fire Underwriters or other similar body. SMPC shall promptly remedy any violation of any such law, ordinance, rule, regulation or order which comes to its attention. Expenses incurred by SMPC in so complying and in correcting any such violation shall be included in the Pier Budget, provided, SMPC shall be solely responsible for any fine or other cost or penalty imposed upon City stemming from SMPC's failure to comply with any law, ordinance, rule or regulation, provided that the City, in its fiduciary capacity, does not cause such violation (or prevent SMPC's compliance therewith).
(b) SMPC agrees that, for the purpose of compliance with the requirements of the Occupational Safety and Health Act of 1970, as amended ("OSHA"), work performed on the Pier by or under the supervision of SMPC shall be deemed entirely within SMPC's responsibility.

SMPC will notify City prompdy, in writing, if SMPC observes an unsafe condition on the Pier, or if a charge of non-compliance with OSHA has been filed or to SMPC's knowledge threatened to be filed against SMPC or City in connection with the Pier.

7.3 Employment of Personnel
(a) In accordance with the Business Plan, SMPC shall have in its employ at all times during the term of this Agreement a sufficient number of capable employees to enable it to properly, adequately and economically perform its responsibilities consistent with this Agreement and the standards contained herein. All matters pertaining to the employment, supervision, compensation, promotion and discharge of such employees, as well as union negotiation and compliance with laws and regulations dealing with employee matters, are the responsibility of SMPC, which is in all respects the employer of such employees. SMPC shall be responsible to City for the acts and omissions of its agents and employees, each acting within the scope of his or her relationship with SMPC. If SMPC enters into contracts with independent contractors, SMPC shall require that each independent contractor comply with the provisions of Section 11, below, and be responsible to SMPC and City for the acts and omissions of the independent contractor's 10 3.I.h
Packet Pg. 902 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) agents and employees. For security purposes, SMPC shall use commercially reasonable efforts to· screen persons employed by SMPC prior to employment and giving them access to the Pier.

SMPC shall ensure that all of its employees understand that they are the employees of SMPC and not City. The wages, salaries and other compensation paid to employees and independent contractors of the SMPC shall be paid by SMPC from the Pier Budget. (b) SMPC shall provide equal opportunity employment to all people without regard to race, religion, color, sex, marital status, national origin, age, disability, the condition of having AIDS and/ or sexual orientation. SMPC shall proYide City with a copy of its personnel policies manual which sets forth the policies governing the transactions between employees and prospective employees and SMPC relating to employment benefits and other personnel-related activities.

8. FINANCIAL MATTERS

8.1 SMPC Account
Funds shall be transferred from City into a SMPC Account ("SMPC Account") in advance as requested by SMPC from time to time, typically on a quarterly basis, sufficient to cover the amounts expendable pursuant to this agreement or the Business Plan. SMPC shall also deposit all revenue and income received by or for the SMPC from sponsorship fees, licensing fees, filming fees and event revenue into the SMPC Account. SMPC shall identify all such revenue and income by source and provide a report to the City, on a monthly basis, identifying the revenue and income. Under no circumstances shall the aggregate amount of draws from the SMPC Account exceed the apprm.ed annual Pier Budget and Business Plan in any fiscal year. It is understood the periodic amounts deposited into the SMPC Account may fluctuate, as income varies, provided all such funding shall be in accordance with the Business Plan and the approved Pier Budget. The SMPC Account shall be in a separate bank account established by SMPC at a bank utilized and approved by the City. All funds so deposited shall be held in trust for City, and shall be disbursed in accordance with this Agreement and the Business Plan. SMPC shall pay from the SMPC Account all expenses of the SMPC for which it is responsible under this Agreement.

8.2 Payment of Bills
SMPC shall pay promptly all expenses it incurs in the performance of this Agreement and agrees to hold City harmless from and against any claim or liability on account of nonpayment of such expenses when properly due and payable and so long as there are sufficient amounts in the SMPC Account to cover such expenses. Upon demand, or on expiration or earlier termination of this Agreement, SMPC will pay over promptly to City any balance remaining in the SMPC Account, after deducting any sums properly due and owing to SMPC hereunder, subject to Section 11.1 hereof, and shall remove its name as a signatory on the SMPC Account and shall submit an itemized accounting of such sums together with such supporting data as City may reasonably require.
11 3.I.h
Packet Pg. 903 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)

8.3 Deposit of Revenues
SMPC shall deposit all revenue and income received by or for the SMPC from parking fees and Carousel rental fees for special events with the City no later than fifteen business days following receipt of such revenues and income. SMPC shall identify all such income and revenue by source and provide a monthly report to the City identifying the revenue or income.

8.4 Allocation of Excess Reserves
At the completion of each fiscal year the SMPC Board shall determine the amount of Excess Reserves, if any, available for reallocation. Excess Reserves are defined as revenues in excess of the Operational Reserves at the end of each fiscal year. At the completion of each fiscal year, the SMPC shall inform the City of the amount of Excess Reserves, and the parties will jointly agree on the application of such proceeds.

9. FUNDING OF SMPC

9.1 Funding
City shall fund the SMPC each fiscal year through City's normal budgetary process as necessary for SMPC to perform its services pursuant to this Agreement. SMPC shall submit its budget requests annually with its Business Plan, allowing City staff adequate time to incorporate such request through City's normal budget process, and City shall approve or disapprove the same in a timely manner allowing SMPC adequate time to avoid unnecessary disruption of regular SMPC operations. Nothing herein shall be deemed to obligate City to approve funding for any particular expense or program.

9.2 Employee Compensation
SMPC shall pay for the compensation of its employees from the Pier Budget. SMPC agrees to compensate its employees on the following basis:
(a) The number, job classifications, general duties and salaries of employees of SMPC shall be determined by SMPC. All wages, salaries, and other compensation shall be reasonable in amount and shall be paid by SMPC from funds provided by City pursuant to the Pier Budget and this Agreement.
(b) SMPC shall make disbursements and deposits for all compensation and other amounts payable with respect to persons employed by SMPC in the performance of its responsibilities on the Pier. The amounts so payable shall include, but not be limited to, wages, salaries, and other compensation, unemployment insurance, social security, worker's compensation, employee benefit packages, payroll processing, recruiting agency fees and other charges imposed by a governmental authority or provided for in a union agreement. SMPC shall maintain complete payroll records.
12 3.I.h
Packet Pg. 904 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)

9.3 Office Space and Parking
(a) City shall provide for SMPC's use at no cost to the SMPC an adequately furnished management office on the Pier together with telephone seni.ce, janitorial service and certain office supplies, to be utilized directly for the benefit of the Pier, (b) City shall provide parking at no cost for SMPC's employees. SMPC employees shall park their cars only in such areas designated by City.
(c) City shall provide for SMPC's use eight hundred (800) hours of validated parking per calendar year for use by SMPC's business invitees. Validations in excess of the amount specified herein must be purchased by SMPC.

9.4 Payment and Record of Expenses
Payment of the expenses of the SMPC set forth in this Agreement, subject to the provisions of the Pier Budget, shall be made from the SMPC Account described in Section 9.2 above. A detailed summary of such expenses shall be included on SMPC's regular accountings to City.

9.5 Matters Beyond SMPC Responsibility
SMPC shall not be responsible for the payment of any property taxes, assessments, or other costs associated with the ownership of the Pier, except as may be specifically required to be paid by SMPC pursuant to this Agreement or the Business Plan or as otherwise required or approved and funded by City.

9.6 Reversion of Property
Any assets, including without limitation furniture, equipment, and supplies, purchased with funds obtained by SMPC from any source pursuant to the Pier Budget shall revert to City at the termination of this Agreement, unless a new agreement is entered into between City and SMPC for a purpose similar to this Agreement.

10. INDEMNIFICATION AND INSURANCE

10.1 SMPC's Insurance
SMPC shall proc.ure and maintain for the duration of the agreement insurance against claims for injuries to persons or damages to property which may rise from or in connection with the SMPC' s services performed under this agreement. The cost of such insurance shall be borne by the SMPC. The requirements of insurance are set forth in Exhibit "C", Insurance Requirements and Verifications, which is attached hereto and incorporated herein.

10.2 Indemnity by SMPC
It is understood between the parties that SMPC insurance set forth in Section 10.1 above, 13 3.I.h
Packet Pg. 905 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) shall be the primary insurance in connection with the Indemnified Claims defined below. To the extent that SMPC insurance does not cover any such Indemnified Claim, SMPC agrees to indemnify, save, protect, defend and hold harmless the City, its Council, boards, and commissions, agents, representatives, employees and volunteers (collectively, the "City Indemnitees") from any liability, claim, action, proceeding, loss, damage, cost, expense, or injury to persons or property (collectively, "Indemnified Claim") arising directly or indirectly from or in any manner related to SMPC's services, duties and obligations under this Agreement, except to the extent any Indemnified Claim is caused by the active negligence or willful misconduct of the City.

The City shall promptly notify SMPC of any Indemnified Claim and cooperate with SMPC in connection with the defense of such Indemnified Claim. SMPC' s indemnity obligations set forth in this Section 10.3 apply, SMPC shall defend the City Indemnitees from such Indemnified Claims, at SMPC' s sole cost and expense through legal counsel acceptable to the City.

10.3 Third Party Insurance
Every subcontract or agreement of any kind entered into between SMOC and a subcontractor (or between any SMPC subcontractor and others) shall require the subcontractor to provide the following minimum scope and limits of insurance: Commercial General Liability - One million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage; Workers' Compensation and Employer's Liability- Limits as required by the Labor Code of the State of California and Employer's Liability limits of one million dollars ($1,000,000) per accident; Auto Liability- one million dollars ($1,000,000) per occurrence for each accident. The City of Santa Monica, members of its City Council, boards and commissions, officers, agents, employees, and volunteers shall be covered as additional insured as respect to liability arising from services provided by a subcontractor to SPMC under this Agreement.

10.4 Third Party Indemnity
Except as otherwise approved in writing by the City, SMPC shall require that all written contracts that it enters into require that such third party indemnify and save City, its City Council, its board and commissions, its agents, representatives, employees and \·olunteers designated by City, SMPC and their respective officers, directors, agents, employees, and affiliates harmless from, and defend them against, all liabilities, losses and claims, and reimburse them for all expenses they incur (including the costs of litigation and reasonable attorneys' fees) on account of personal injury or death to persons and damage to property which occurs on the Pier, to the extent caused by the misconduct or wrongful or negligent act or omission of such independent contractor, or employees or agents of such independent contractor, arising from or related to the performance of work or services it performs on or about the Pier, or from such contractor's property. Each independent contractor the SMPC employs hereunder shall pay for and defend any and all suits or actions threatened or instituted against SMPC or City, its City Council, its boards and commissions, its agents, representatives and employees designated by City, and shall pay all reasonable attorneys' fees, litigation costs and all other expenses in connection therewith, and shall promptly discharge any judgments arising therefrom. These conditions shall also apply to any work or operations subcontracted by such contractors. Such provisions shall expressly survive the expiration of any contracts in which they are contained. 14 3.I.h
Packet Pg. 906 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)

11. TERMINATION

11.1 Termination Upon Default. In the e\'ent the SMPC fails to perform any of its obligations hereunder, the City shall provide the SMPC with notice of default and the steps necessary to cure said default. SMPC shall cure such default within thirty (30) days from the date of written notice from the City. If, however, the default cannot reasonably be cured within such time period, the City may extend the time period for cure up to ninety (90) days.

11.2 Termination for Convenience. This Agreement may be terminated by either party, without cause and for convenience, by giving three (3) calendar months prior written notice to the other party of intent to terminate. Such notice to terminate may be gh·en by the City or SMPC and, in such event, the Agreement shall continue in force for the balance of the fiscal year during which the notice to terminate is given. Any uncommitted or unexpected budget funds at the end of such fiscal year shall be returned by the SMPC to the City.

11.3 Termination Due to Budgetary Action. This agreement may be terminated by the City, with three (3) months prior written notice to the other party of intent to terminate if the City Council at its sole discretion determines not to fund the Agreement for a subsequent fiscal year. In such event, the Agreement shall continue in force for the balance of the existing fiscal year during which the notice to terminate is given, Any uncommitted or unexpected budget funds at the end of such fiscal year shall be returned by the SMPC to the City.

11.4 Force Majeure. This Agreement may be terminated by City, by at least thirty (30) days' written notice to SMPC, upon the destruction of a substantial part of the Pier, or if the Pier is rendered untenantable in whole or in part, by fire or other casualty, provided that City does not thereafter proceed with the reconstruction of the Pier. If City does so proceed to commence the reconstruction of the Pier, or any portion thereof, within eighteen (18) months after such destruction, this Agreement shall immediately again become effective and binding on both parties. means:

11.5 Obligations Upon Termination. Upon the termination of this Agreement by any (a) SMPC shall immediately convey to City all unspent and unencumbered funds within the SMPC's possession or control, together with an accounting of all financial obligations of the SMPC at the time of termination. SMPC shall (i) render to City a final accounting of income and expenses of the Pier as provided in this Agreement; (ii) deliver to City all income and all security deposits from the Pier for which SMPC is responsible hereunder, if any. If any dispute exists between City and SMPC concerning the payment of unpaid amounts, payment or reimbursement of expenses or other amounts to be paid under this Agreement as of the date of termination, SMPC shall deposit the disputed amount (if in SMPC' s possession) on the date of termination into an escrow account with an independent escrow holder which requires the agreement of both City and SMPC to release the funds; and (iii) deliver to City all keys, records, contracts, receipts, unpaid bills and other documents relative to the Pier and in SMPC's possession at the date of 15 3.I.h
Packet Pg. 907 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) termination and to assign to City all of its rights and obligations in purchase orders, contracts, warranties, and other commitments which City requests that it assign. (b) All personal property (including but not limited to equipment, hardware, trade and non-trade fixtures, materials and supplies) acquired pursuant to this Agreement or Prior Agreements or any of the Business Plans, whether paid for directly by City or by way of reimbursement to SMPC, shall become the property of City and shall remain on the Pier at the termination of this Agreement.

11.6 Survival. This Article shall survive the expiration or earlier termination of this Agreement.

12. GENERAL PROVISIONS

12.1 Notices
All notices, approvals, demands, reports and other communications provided for in this Agreement (individually, a "Notice") shall be in writing and shall be given to such party at its address set forth below or such other address as such party may hereafter specify for the purpose by Notice to the other party listed below. Each Notice shall be deemed delivered to the party to whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by certified or registered mail, return receipt requested, deposited with the United States Mail with first-class postage prepaid, seventy-two (72) hours after such Notice is deposited with the United States Mail, (c) if given by overnight courier with overnight courier charges prepaid, twenty-four (24) hours after delivery to said overnight courier, or (d) if given by any other means, upon delivery when delivered at the following address:

If to City:

Office of the City Manager of the City of Santa Monica
1685 Main Street, Room 209
Santa Monica, California 9040 1
Attention: City Manager
with a copy to:
and
Office of Pier Management
200 Santa Monica Pier
Santa Monica, CA 90401
Attention: Pier Manager
City Attorney's Office
1685 Main Street, Third Floor
Santa Monica, CA 90405
16 3.I.h
Packet Pg. 908 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) Attention: City Attorney
If to SMPC:

Santa Monica Pier Corporation
200 Santa Monica Pier
Santa Monica, California 9040 1
Attention: Administrator

12.2 Prohibition Against Transfers
Except for the retention of consultants, contractors or other third parties to assist the SMPC in providing the management services required hereunder, SMPC shall not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City, which may be withheld at the City's sole discretion. Any attempt to do so without the City's consent shall be null and void, and any assignee, hypothecatee or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. This Agreement and the rights and obligations of the City hereunder shall not be assignable by the City, voluntarily or by operation of law.

12.3 Non-Discrimination
Any contracts or agreements entered into or hiring by SMPC shall comply with Title VI of the Civil Rights Act of 1964 (Public Law 88-352), as applicable. Any contracts awarded by SMPC shall comply with the terms of this Section.

12.4 Amendments
All amendments to this Agreement shall be in writing and executed by both parties.

12.5 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California.

12.6 Cooperation
Should any claim, demand, action or other legal proceeding arising out of matters covered by this Agreement be made or instituted by any third party against a party to this Agreement, the other party to this Agreement shall furnish such information and reasonable assistance in defending such proceeding as may be requested by the party against whom such proceeding is brought. 17 3.I.h
Packet Pg. 909 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)

12.7 Waiver of Rights
The failure of City or SMPC to seek redress for violations, or to insist upon the strict performance of any covenant, agreement, provision or condition of this Agreement, shall not constitute a waiver of the terms of such covenant, agreement, provision or condition at any subsequent time, or of the terms of any other covenant, agreement, provision or condition contained in this Agreement.

12.8 No Recourse
Any other provisions of the Agreement notwithstanding, the parties agree that there shall be no recourse against any employee, officer, director, agent, representative or affiliate of City or SMPC, including V~.ithout limitation the City Council and the Interim SMPC Board, for any payments due, or the enforcement of any obligations under this Agreement; each party's liability under this Agreement shall be limited to the amount which can be recovered from such party's assets.

12.9 Severability
If any provision of this Agreement or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

12.10 No Third Party Beneficiary
Without limiting the rights of any secured lender which receives an assignment of City's interest hereunder for security purposes, this Agreement is made solely and specifically between and for the benefit of the parties hereto, and no other person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

12.11 No Lien
This Agreement does not create a lien of any kind upon the Pier or any other real or personal property.

12.12 Integration
Subject to any currently existing Business Plan, this Agreement and any Exhibits attached hereto and made a part hereof set forth the entire agreement and understanding of the parties with respect to the subject matter hereof, supersede and take the place of any and all previous agreements entered into between the parties hereto relating to the subject matter of this Agreement. 18 3.I.h
Packet Pg. 910 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)

12.13 Nuisance
SMPC shall not maintain, commit, or permit the maintenance or commission of any nuisance on the Pier in connection v:ith the performance of services under this Agreement.

IN WI1NESS WHEREOF, City and SMPC have executed this Agreement as of the day and year first above written.

APPROVED AS TO FORM:

MA~~~
__ ~11 .L ~ . ~ <V~' M ~-ch-~A~~ UTRIE
City Attorney
ATTEST:
_lk:ru.u; ~___:if~ DENISE ANDERSON-\X'ARREN
Acting City Clerk
19 CITY OF SANTA MONICA,
By: __
rporation

RICK COLE
City Manager

SANTA MONICA PIER CORPORATION,
a non-profit p lie benefit corporation
~;:;,1--:--:- ~:k.'l l..n~ -t---- -----
Title: ~..(.......:_~ -------
()_ ~l~ By: -;:;;--rT t!'< . ------------- Name: ____ ~~ .A1J_a_ ___ _ Title: ____________________________ _

3.I.h
Packet Pg. 911 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) EXHIBIT "A"

PIER SITE MAP

3.I.h
Packet Pg. 912 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) .(.
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AREAS IN SQUARE FEET
TOTAL SQUARE FOOTAGE OF PIER DECK: 349,574 SQ. FT.

TOTAL SQUARE FOOTAGE OF DECK PARKING: 84,283 SQ. FT. {24~) TOTAL SQUARE FOOTAGE OF PACIFIC PARK: 69,986 SQ. FT. (20%) ~~
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G Pll!lJC CITY ~ WRI<S SANTA DEP~ NOOICA -•• -· " - -· """""' ~•· "'"" "' ~ E!;~~!!N.£.~!5!9~ · - ·- -::.:: ..... :~ ~ SANTA MONICA PIER -~";:' ~ · ..... ,~,, .... .,. , .. , •. ,, .... ,. -·· -· ·- -·· -· . SITE PLAN - "' ''' ' .. • ... -- --6380 -~ ;!! ;;1 ~ t. £ - 1 • 1 - ~-

3.I.h
Packet Pg. 913 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) EXHIBIT "B"

CAROUSEL SPECIAL EVENT RENTAL
SMPC shall book, promote, manage, coordinate, and monitor semi-private and private use including birthday parties, filming and special events at the Santa Monica Pier Carousel and Carousel Deck. These duties include administrative tasks such as responding to public inquiries, marketing to potential clients, maintaining event scheduling, providing tours of the facility, and informing the public of special event policies and procedures.

SMPC will comply with all applicable laws including, but not limited to, ordinances, regulations and guidelines in connection with such activities. Further, SMPC management responsibilities and requirements shall include the following:
(1) Mana~ement Fee. Compensation. For management of Carousel and Carousel Deck booking, SMPC shall be compensated fifty percent (50%) of all rental fees charged, including rental fees for private and semi-private parties, special events and filming and commercial photography held at the Carousel and Carousel deck. Fees for facility rental shall be consistent with rates approved by the City.

The SMPC may charge additional fees for services above and beyond the facility rental fees, including, but not limited to, table and chair rentals, referral fees, commissions, advertising fees, and sales of merchandise, party favors and memorabilia. The SMPC may retain one hundred percent (100%) of additional fees for services beyond the facility rental fee. (2) Collection of Facility Rental Fees. The SMPC shall be responsible for collection of the rental fees for Carousel events held in the Carousel and on the Carousel Deck. Checks will be made payable to SMPC.
(3) Remittance to City. SMPC shall remit to the City 50% of the rental fees collected for the month by the lOth day of the following month.
(4) Special Events and Filming Hours. Semi-private events (which include children's parties or parties that do not serve alcohol) may be held during the public operating hours of the Carousel. Event users will comply with and obtain any applicable permits required for the use of the site.

Special events and commercial filming may occur during regular Carousel operating hours, provided they do not interfere with regular Carousel operations.

Private events must be held before or after Carousel operating hours. Set-up for private parties in the Carousel may begin one-hour before closing.

The Carousel may only be closed for private parties during regular operating hours with prior consent of the City.

3.I.h
Packet Pg. 914 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) (5) Custodial Serdces. The SMPC shall be responsible for the procurement of custodial services for special events held at the Carousel. SMPC may collect a custodial fee from the user in addition to the facility rental fee. At the discretion of the SMPC, the charge may vary based upon the type of party, number of attendees and the extent of clean;up required. The Carousel must be left in clean and sanitary condition after all special events. SMPC may bill custodial charges direcdy to the client (s). The City will not share in the custodial fee. (6) Rental Agreement. SMPC shall de,-elop a rental agreement in a form subject to City approval.
(7) Parking. The SMPC is required to ensure that parking is available for Carousel special eYents in accordance with the City Transportation Division's adopted parking guidelines, as they exist or may be amended. All checks for parking will be made payable to the City and coordinated with the City's Transportation DiYision/Parking Office. (8) Special EYent Staffing Requirements. SMPC shall coordinate with the Carousel Contractor concerning carousel staffing for events scheduled during Carousel public operation hours. At least one (1) SMPC staff member must be onsite to monitor any special events held in the Carousel including the Carousel Deck.
(9) Reporting Requirements. SMPC is responsible for submitting to the City a detailed monthly report related to Carousel and Carousel deck booking events, in a format approved by the City.
(10) Facility Fee. SMPC may recommend charges for both the Carousel fee rate structure for Carousel special events and the facility rental fee. Both fees will be subject to City Council approval.
(11) Security Deposit. The minimum security deposit for semi-private and private events is $500.00, but may be increased at the discretion of SMPC based upon the type of party and number of attendees. Security deposit checks shall be made payable to SMPC and returned to client after successful completion of inspection. A security deposit is not required for children's birthday parties.
(12) Insurance. The SMPC shall require that all individuals, groups, corporations, or nonprofit organizations hosting an event are required to provide a certificate of insurance. Children's parties during regular Carousel hours are exempt from this requirement. The City of Santa Monica may proYide insurance for the day of the eYent for an additional fee. All caterers, rental supply companies, priYate security and any other service companies must also provide the City of Santa Monica a certificate of insurance prior to the event, including:
$1,000,000 combined single limit to include the City of Santa Monica, Santa Monica Pier Corporation, and the Carousel contractor as additional insured; Signed Hold Harmless and indemnification Agreement; and

3.I.h
Packet Pg. 915 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) Signed Carousel Rules & Regulations Agreement.
(13} Security. The SMPC shall require security for private events, as recommended by the Santa Monica Police Department. In addition, the Santa Monica Police Department reserves the right to assign off-duty officer(s} to be hired by the renter based on the nature and date of the event, and number of guests.

Carousel staff operators are not considered security.

Security Guards are not required for children's parties. (14) Alcohol Service. The SMPC shall require that alcohol may only be served in accordance with all state and local laws. Alcohol service is not permitted in the Carousel Building during the hours of public operation.
(15} Business License. SMPC shall require that all vendors obtain a Santa Monica Business License
(16) Filming Permit. SMPC shall require that all videos, photography, still and commercial filming obtain a Filming License.
(17) Smoking and Flammable Materials. The SMPC shall prohibit smoking, candles and other flammable materials in the Carousel or on the deck.

On-Site cooking equipment must be approved by SMPC in accordance with Santa Monica Fire Department guidelines.

3.I.h
Packet Pg. 916 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) EXHIBIT "C"

INSURANCE REQUIREMENTS AND VERIFICATION
SMPC shall procure and maintain for the duration of the agreement insurance against claims for injuries to persons or damages to property which may arise &om or in connection with the SMPC's services performed under this agreement. The cost of such insurance shall be borne by the SMPC.

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

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 Olcovering CGL on an "occurrence" basis, including property damage, bodily injury and personal injury with limits no less than $5,000,000 per occurrence.

2. Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease.

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

4. Non Profit Directors & Officers Liability: Insurance against wrongful acts arising out of duties performed by Directors/ Officers/Employees on behalf of the organization, with limits of no less than $1,000,000 per claim or occurrence.

5. Crime Policy: Crime coverage covering employee theft, forgery, and inside/ outside the premises theft, with limits of no less than $100,000 per occurrence.

Other Insurance Provisions

1. The policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status (CGL policy only): the City of Santa Monica, its officers, officials, employees and volunteers are to be coYered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the SMPC.
b. Primary Coverage (all policies): The SMPC' s insurance coverage 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,

3.I.h
Packet Pg. 917 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) employees or volunteers shall be excess of the SMPC's insurance and shall not contribute with it.
c. Notice of Cancellation (all policies): Each insurance policy will be endorsed to state that coverage shall not be cancelled except after 30 days prior written notice (10 days for nonpayment) has been giYen to the City. d. Waiver of Subrogation (CGL and Workers' Compensation policies): SMPC hereby grants to City of Santa Monica a waiver of any right to subrogation which any insurer of said SMPC may acquire against the City of Santa Monica by virtue of payment of any loss under such insurance. This provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in fayor of the City of Santa Monica for all services prmi.ded under this agreement by SMPC, its employees, agents and subcontractors.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A VII unless otherwise approved by the City's Risk Manager.

Verification of Coverage
SMPC 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 above. All certificates and endorsements are to be received and approved by the City of Santa Monica before the agreement is effective. However, failure to obtain the required documents prior to work beginning shall not waive the SMPC' s obligation to provide them.

Modifications to Insurance Requirements
The City's Risk Manager must approve any modifications to the scope or amount of insurance, in writing and in advance.

3.I.h
Packet Pg. 918 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan) City Council
Report
City Council Meeting: June 14, 2022
Agenda Item: 3.J
1 of 3
To: Mayor and City Council
From: Denise Anderson Warren, City Clerk, Records and Election Services Department
Subject: Approval of Fourth Contract Modification with Carahsoft/Granicus for Electronic Agenda Management Services
Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and execute a fourth modification to Agreement 9784 (CCS) in the amount of $23,190 with Carahsoft/Granicus for an agenda management software system for the Records and Election Services Department. This will result in a 1 year amended agreement with a new total amount not to exceed $188,614, with future year funding contingent on Council budget approval.

Summary
Preparation and publication of the City Council’s agenda materials is a high-profile, time-intensive task involving staff of every department. In 2013, the City entered into a Professional Services Agreement with Carahsoft/IQM2 for an agenda management software system to support City staff’s process of routing staff reports for review and approval, and City Clerk staff’s process of posting and distributing City Council agendas and meeting packets. The current contract expires on June 30, 2022, and staff recommends that the City Council authorize the City Manager to negotiate and execute a fourth modification to Agreement 9784 (CCS) for one year, with no renewal options, for a total modification amount of $23,190. This will result in a contract not to exceed the amount of $188,614. Extending this contract will maintain services while staff conducts a Request for Proposals (RFP) to replace the current system.

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Discussion
At its August 13, 2013 meeting, the City Council authorized the City Manager to negotiate and execute a five-year Professional Services Agreement with Carahsoft/IQM2 for an agenda management software system that supports the process of preparing and posting agendas and supporting documents online following a competitive procurement process. On May 6, 2014, the contract was modified administratively to revise the Scope of Services to customize staff report templates.

During the term of the contract, IQM2 was acquired by Accela in June 2014, and then Accela sold its agenda management system to Granicus in March 2018. The second modification with Carahsoft/Granicus, continued service for one year, with three oneyear renewal options. The third modification exercised the three one-year renewal options. The fourth modification will extend the contract while staff conducts a Request for Proposals (RFP) to replace the current system.

Included in the FY 2022-24 Proposed Biennial Capital Improvements Program (CIP) Budget that was presented to Council on May 24, 2022, staff proposed that Council approve funding to purchase and implement a new agenda management system, including data migration services, staff training, roll out of the software for boards and commissions, and configuration services for the City’s SharePoint system to assist with the staff report review process.

Financial Impacts and Budget Actions
Staff seeks authority to approve funding from the General Fund to increase the amount of the agreement with Carahsoft/Granicus for a one-year software renewal of an agenda management system. Future year funding is contingent on Council budget approval.

Agreement Modification Request
Agreement #
Current
Authorized
Amount
FY 2022-23
Budget Modified
Request Amount Dept/CIP Account #
Total Revised
Contract
Amount
9784 $165,424 $23,190 01110001.552010 $188,614

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Prepared By: Maria Dacanay, Administrative Analyst
Approved Forwarded to Council
Attachments:

A. Carahsoft Oaks Form
B. Contract 9784 (CCS)

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Packet Pg. 921

CITY OF SANTA MONICA

OAKS INITIATIVE NOTICE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS

AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS,

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Packet Pg. 922 Attachment: Carahsoft Oaks Form (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

CITY OF SANTA MONICA

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 # ___________________________

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Packet Pg. 923 Attachment: Carahsoft Oaks Form (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) I.

Contract No.q7i!j (CCS)

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement"), entered into as of tfJd · 1, 2013 ("Execution Date"), by and between the City of Santa Monica ("City") and IQM2/Carahsoft ("Consultant"), is made with reference to the following:

RECITALS
A. TI1e 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. Consultant is qualified to do business, and is doing business, in the State of California. Consultant represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.

C. The City and Consultant now desire to enter into an agreement for Consultant to provide software, professional services and web hosting services to the City for an agenda management system.

Now, therefore, the parties agree as follows:

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates on June 30, 2018.

2. Consultant Services. Consultant will perform all of the services ("Services") described in the City's Request for Proposal (RFP), Exhibit A, Consultant's Proposal (Proposal), Exhibit B, and Consultant's Terms (Exhibit C).

3. City Services. The City agrees to:

3.1. Make available to Consultant any currently existing documents, business process 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 review, test and render findings on all system configuration parame, ters submitted for City staff's review by Consultant.

4. License Grant. In consideration of the City's promises contained in this Agreement, Consultant grants to City, and City accepts, subject to the terms and conditions set forth in this Agreement, a perpetual, non-exclusive and non-transferable license to use the Licensed Products indicated in the Terms attached hereto as Exhibit C. Specifically, City is licensed to install and use the Client Software on an unlimited number of workstations. Consultant represents that it possesses all rights and interest in the Software Product to enter into this Agreement.
1 3.J.b
Packet Pg. 924 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

5. Compensation. The City will compensate Consultant for the Services in an amount not to exceed $85,357, as set forth in Exhibit B.

6. Invoices. Consultant will invoice the City monthly for the Services and the City will pay any undisputed amount within 30 days of receipt.

7. Notices. All notices, demands, requests or approvals to be given under this 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:
7 .1. All notices, demands, requests or approvals to the City:

City of Santa Monica
1685 Main Street, Room 105
Santa Monica, California 90401
Attention: Jory Wolf
7 .2. All notices, demands, requ.ests or approvals to Consultant:

IQM2, Inc.
100 Comae Street
Ronkonkoma, NY 11779
Attention: Doug Eden

8. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, e1nployees, partners, or joint venturers of one another.

Neither the City nor its officers or employees will have any control over the conduct of Consultant or any of Consultant's agents, employees, or subConsultants, except as otherwise provided in this Agreement.

9. Integrated Contact. 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 arc 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 Consultant, and approved as to form by the City Attorney.

10. Insurance. Prior to co1n1nencing work, Consultant rnust 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 Consultant or Consultant's agents, representatives, employees or subConsultants for the duration of this Agreement. Consultant 1nust obtain insurance that, at a tninhnum, meets the re, quirements for insurance set forth in Exhibit D, Insurance Requirements and Verifications.

11. Cost of Litigation. If any legal action is necessary to enforce any provision of this Agreement or for damages by reason of any alleged breach of any provision of this Agreement, the prevailing party is entitled to receive from the losing party all reasona2

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Packet Pg. 925 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) ble litigation costs, disbursements and expenses, and such amount as the court may adjudge to be reasonable attorney's fees.

12. Defense and Indemnification.

12.1. Consultant agrees to defend and indemnify City, its City Council, boards and commissions, officers, agents and employees against any or all loss, damages, liability, clailns, suits, costs, expenses, and judgments, whatsoever, including rca~ so nab le attorney's fees, arising from the negligent or willful acts, errors or omissions of Consultant or Consultant's officers, agents, employees or subConsultants, in the pcrfonnancc of services, activities or work conducted pursuant to this Agreement.

12.2. Consultant agrees to defend and indemnify City, its City Council, boards and commissions, officers, agents and employees, from and against any and all claims and losses whatsoever, including reasonable attorney's fees occurring to or resulting from any and all persons, firms, or corporations employed or contracted by Consultant or Consultant's subConsultants in connection with Consultant's services under this Agreetnent.

13. Prohibition against Transfers.

13.1. Consultant may not assign, hypothecate, or transfer this 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.

13.2. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant or of any general partner or joint venturer or syndicate member of Consultant, if a partnership or joint venture or syndicate exists, which results in changing the control of Consultant, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.
14, Permits and Licenses. Consultant, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.

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

16. Default and Termination.

16.1. If Consultant fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City's written 3 3.J.b
Packet Pg. 926 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Consultant.

16.2. The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days' written notice to Consultant. Upon termination of this Agreement, City will pay Consultant any compensation earned and unpaid up to the effective date of termination.
17, Compliance with Law. Consultant 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.

18. Discrimination. Consultant may not discriminate in the provision of services hereunder because of race, color 1 religion, national origin, ancestry, sex, age, sexual orien, ration, marital status, AIDS or disability.

19. Nuisance. Consultant 111ay not 1naintain, comn1it, or permit the 1naintenance or co1n1nission of any nuisance in connection with the perforrnance of services under this Agreement.

20. Standard of Care. Consultant 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 Consultant's profession currently practicing in the same locality under similar conditions.

21. SubConsultants.

21.1. If Consultant proposes to have any subConsultant perform any part of the Services, Consultant 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. Consultant will be responsible for the quality of any subConsultant's work. Every subcontract or agreement of any kind entered into between Consultant 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 Agreement No. ______ (CCS) entered into between the City of Santa Monica and Consultant on _________ .

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

23. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature 1nust be exercised after termination of this Agreetnent, will survive tennination 4 3.J.b
Packet Pg. 927 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) and remain effective for a reasonable time. Any obligation that accrued prior to ter, mination of this Agreement will survive termination of this Agreement.

24. Confidentiality. Each party shall hold in confidence and shall not disclose (except on a confidential basis to its employees, contractors and Consultants who need to know and who agree to preserve the confidentiality thereof) all confidential information re, ceived from the other party in the same manner and to the same extent as it holds in confidence its own confidential information, and shall not use any such confidential information except for purposes contemplated by this Agreement. Notwithstanding the foregoing, confidential information shall not include any information which: (i) is or becomes part of the public domain through no act or omission on the part of the receiving party, (ii) is in the receiving party's possession, as evidenced by a writing, without an obligation of confidentiality with respect thereto, at or prior to the time of disclosure under this Agreement, (iii) is released from confidential treatment by writ· ten consent of the disclosing party; (iv) is disclosed to the receiving party by a third party with the legal right to do so; or (v) is required to be disclosed pursuant to any le, gal, regulatory, or other governmental proceedings.

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

ATTEST:

SARAH P. GORMAN
City Clerk
5 CITY OF SANTA MONICA,
a 1nunicipal corporation
By:~

ROD GOULD -----
City Manager
IQM2, INC.
~m:9~~"'
Title: Gou

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Packet Pg. 928 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

EXHIBIT A
Request for Proposal (See Attached)

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Packet Pg. 929 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) City of Santa Monica
The City of Santa Monica is seeking an agenda management software system to assist with the development of public policy presented to the City Council.

The primary purpose is to assist City staff in the development of staff reports for City Council meetings.

April 1
2013
e
···-~
®

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Packet Pg. 930 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS
Table of Contents

1.0 Goals and Objectives ................................................................................................................................. - 2 -

2.0 Background ................................................................................................................................................ - 2 -

3.0 Scope of Work ........................................................................................................................................... - 3 -

4.0 Specifications and Requirements .............................................................................................................. - 4 -

5.0 RFP REVIEW CRITERIA ...................................................................................................................................... - 8 -

6.0 VENDOR RESPONSE .......•................................................................................................................................. - 9 -

1. INTRODUCTION ............................................................................................................................................. - 9 -

2. EXPERIENCE ................................................................................................................................................... - 9 -

3. QUESTIONS .................................................................................................................................................... - 9 -

4. SCHEDULE .................................................................................................................................................... - 10 -

5. COSTS ........................................................................................................................................................... - 11-

6. REFERENCES ................................................................................................................................................. - 11 -

7. EQUIPMENT SPECIFICATIONS ...................................................................................................................... - 11-

7.0 RFP SUBMITTAL ............................................................................................................................................. - 12 -

8.0 RFP SCHEDULE ............................................................................................................................................... - 13 -

9.0 INFORMATION AND INQUIRIES ..................................................................................................................... -13 - ATTACHMENT A- BUSINESS LICENSE ................................................................................................................. • 14 - ATTACHMENT B- INSURANCE REQUIREMENTS ................................................................................................. -16 - ATTACHMENT C - NON COLLUSION AFFIDAVIT TO ACCOMPANY ...................................................................... · 18 · ATTACHMENT D -OAKS INITIATIVE NOTICE ....................................................................................................... - 20 - ATTACHMENT E -CITY POLICY ON DOING BUSINESS WITH ARIZONA FIRMS .................................................... • 22 - ATTACHMENT F - LIVING WAGE ORDINANCE ......................................................................................................... 25 ATTACHMENT G - PERSONNEL BENEFITS ............................................................................................................... 29 . 1-

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Packet Pg. 931 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS

1.0 Goals and Objectives
The City of Santa Monica is seeking to implement an agenda management software system to assist with the development of public policy presented to the City Council. The primary purpose of the agenda management system is to assist City staff in the development of staff reports for City Council meetings over a long-range period of time. The system will also be used to prepare agendas for other City boards and commissions.

The following Request for Proposal (RFP) is seeking qualified companies to submit detailed proposals covering system functionality, experience, and abilities in implementing and maintaining an agenda management system.

2.0 Background
The City of Santa Monica is an international tourist destination coastal city located in the western portion of Los Angeles County. The City serves a diverse population of roughly 90,000 residents and 15,000 businesses in approximately 8.3 square miles. The City is a full-service Charter city, providing a wide array of services including City-owned and operated transit services, solid waste services, a cemetery, general aviation airport and public safety. The City is bordered by the City of Los Angeles on the north, south and east.

The Santa Monica City Council meets the second and fourth Tuesday of every month to adopt legislation, provide direction to City administration and to promote the best interests of the community locally and with other governmental agencies. The Council receives research and recommendations from City staff via staff reports. A staff report is information presented to Council in support of a recommended policy decision. They include analysis, alternatives and costs; serve as the official record of an issue and are the basis for Council's decision-making.

The current process to develop a staff report for City Council is paper-driven and requires extensive coordination and staff time. Once approved by the originator's supervisor, reports are sent from the originating department to three reviewing departments. Reviewing departments have a week to simultaneously edit the report and attachments. Originating departments receive feedback in three different formats - email, hand written comments and comments in an excel spreadsheet. After three business days, signed hard copies of revised final staff reports are delivered to the City Manager's Office. Five business days are allotted before all final staff reports are approved. The City Clerk receives the final packet of staff reports from the City Manager's office, makes 22 paper copies, delivers the packets to City Council members and posts the agenda with all staff reports online.
- 2 -

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Packet Pg. 932 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) AGENDA MANAGEMENT SYSTEM f REQUEST FOR PROPOSALS
Figure 1.1
• Originator: Author of a staff report.
• Department Shepherd: A point person who reviews, collects and submits staff reports and attachments. • CAO: City Attorney's Office.
• CMO: City Manager's Office.

The City seeks a single web-based agenda management system to:

1. Manage the generation of staff reports and respective attachments.

2. Move staff reports throughout the organization via a workflow process.

3. Generate a meeting agenda and agenda packet including staff reports and all attachments.

An institutionalized and systematic process would allow for new internal efficiencies and more effective resource management. It must deliver high quality staff reports the City Council has come to expect from City staff. This system would also be used by the 19 City task forces, boards and commissions.

3.0 Scope of Work
The City of Santa Monica, herein after referred to as the City, has the right, at its sole discretion, to add, delete, or change any specifications or requirements to meet its needs.

The City intends to acquire/use a web-based, enterprise-class software application to manage the City's agenda management system. The software should provide tools for planning and managing all aspects of the staff report development process, including but not limited to tracking all aspects of each Council meeting packet, various staff reports and attachments; staff report preparation, review, and final submission via workflow; electronic delivery of meeting packets; automated archiving of these public documents into the City's Laserfiche repository; and tracking of Council actions, managing public speakers and taking minutes during Council meetings.

The City is seeking to implement an agenda management system that generates a forward-looking report of all Council meeting agendas and staff report items for a six month period of time.

The system should allow multiple users in various departments to use a workflow process to track and manage reports, attachments, edits etc. as they move through the organization . • 3 -

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Packet Pg. 933 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS
The system should allow for staff report approvers to automatically delegate a colleague whens/he is away.

The system should have definable workflow capabilities to automate the staff report approval process. It should also enable staff to customize report templates with standard formatting and language based on policy action to assist writers and ensure recommendations correctly correspond with budget impacts.

The system should have interface capabilities to retrieve and/or store data from/into disparate systems i.e. send final documents to the City's Laserfiche repository.

The system should generate a single bookmarked .pdf document of a completed meeting packet with attachments for public use. The system should also generate that meeting packet with attachments in an HTML based form available for public use.

The system should have the ability to export finalized agenda packets, inclusive of all elements (i.e. staff reports, attachments, etc.) to the City's website in a manner consistent with the City's existing content policies. All items should be machine-readable, and optimized for both desktop and print, including an "Offline" version of the entire packet which allows users to downloa.d and review the full contents of a given agenda packet without the need for an active Internet connection.

The interested and eligible vendor shall provide the City with a fully functional agenda management system with customization requirements to meet the set of performance features described in Section 4.0 of this Request for Proposal.

Measurable project objectives
• Automate the routing and approval of staff reports
• Automate the creation and posting of Council agenda and meeting packets • Remote access to draft, edit and approve staff reports and meeting packets

4.0 Specifications and Requirements
Responses must clearly show compliance with the specifications outlined below. The City reserves the right to reject without further consideration those responses that are not clearly responsive to the following agenda management system specifications:

4.1 Agenda Management System
• Must support creation of agenda packet documents according to meeting date and agenda type.
• Must provide ability for user to publish the agenda to the web with associated links to supporting documents.
• Must allow creation of draft staff reports that can be edited by reviewers. • Must have an audit log to track edits and comments from staff report reviewers. • Must have the ability to insert images, charts tables and other graphics into the body of a staff report.
• Must allow for staff report authors to enter an estimated time the item will take to be heard during the Council meeting for their item and revise the estimate as the meeting approaches. - 4 -

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Packet Pg. 934 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS
• Must allow staff report reviewers and approvers to review and approve staff reports off-site. • Must allow for changing items from one meeting date to another. • Must be the primary location for long range agenda management. • Must create links to supporting materials to agenda item document. • Must allow for unique staff report, agenda, and minutes format used by the City of Santa Monica.
• Must provide interface that allows a user to download the agenda and all supporting materials. • Must provide automatic notification when a document is revised. • Must allow sequential revision from three departments on a single draft version of the staff report.
• Must allow process steps of agenda and agenda items such as draft, revision, and final. • Must have ability to show where. an agenda item is within the workflow process and its status (approved, disapproved), being drafted, final, etc.
• Must have the ability to integrate electronic signature for Department Heads and City Manager upon approval of final reports.
• Must have ability to accept different types of attachments (docx, xlsx, jpg, gif, tiff, and .pdf) to support and link to agenda items, such as text, graphics, word processing applications, spreadsheets, photos, etc.
• Must have ability to automatically convert the Council agenda, staff reports and all attachments used to support staff reports to a single bookmarked .pdf document for printing and on line distribution.
• Must allow an unlimited number of meeting dates to be added and managed by the system. • Must have ability to track ordinances which require two readings, such as two Council meetings, for approval.
• Must allow users to review, edit and revise attachments similar to how a staff report is reviewed, edited and revised.
• Must have ability to incorporate scanned documents as attachments to a staff report. • Must have ability to print entire agenda and all attachments, including correspondence letters from the public, with configurable numbering.

4.2 Security & Administrative Functions
• The proposed system must provide administrative, group and user security. • Must have a Systems Administrator function that can manage security and provide overall system help to users.
• Must have ability to assign user rights based on a users role in the agenda process. • Must have ability to configure system based upon security rights. • Must have dashboard customization options to track agenda items in the agenda process for multiple meetings.
• Discuss common Customizations former clients implemented. • Must have ability to manage multiple boards and commissions. • Must have ability to support simultaneous multiple-user access to all components of the agendas.
• Must secure access to different sections of the system to be defined as read-only, read and - 5 -

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Packet Pg. 935 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM ( REQUEST FOR PROPOSALS
write, or no access.
• Must allow electronic agenda distribution to Elected Officials. • Must allow for unlimited number of users and administrators.

4.4 Public Access
• Must integrate directly with the City's current Granicus Council meeting media system (web and audio streaming).
• Must provide a method to download the agenda and all associated attachments as a single PDF. e Must integrate with future public interfaces that allow public comment, rating of staff reports, and public user registration to facilitate online civic engagement regarding local policy development.
• Must have the ability to integrate software that sends push notifications to the public when specific agenda items are being heard by the City Council. • Must be able to send final documents to the City's Laserfiche document management system

4.5 City's Virtual Computing Environment
The City of Santa Monica features a robust Information Technology infrastructure featuring hardware virtualization, high performance/high availability storage attached network, multiple data centers, single forest/single domain Windows 2008 Active Directory structure, and an enterprise-wide licensing agreement for Microsoft products.

The City's database architecture utilizes Microsoft SQL Server 2008, and is powered via physical and virtual servers running Windows 2008 R2. The city's database servers utilize network storage via a Storage Attached Network for optimum performance, uptime, and scalability. All hardware is server class hardware is provided by Hewlett-Packard Company.

SERVERS:
• Hewlett Packard Proliant BL 460c G7 (Server Blade)
• 2 CPU's, Intel Xeon 6 Core 2667 MHz.
• 96 GB of RAM.
• 25 Tera Byte of storage.
• Fiber Emulex LPe 1205 HP 8 GB Fiber Channel HBA.
• CommVault Backup.

Hewlett Packard Proliant BL 460c G6 (Server Blade)
• Intel Xeon Quad Core 2533 MHz.
• 48 GB of RAM.
• 25 Tera Byte of storage.
• Fiber Emu lex LPe 1205 HP 8 GB Fiber Channel HBA.
• CommVault Backup.

Operating System:
- 6 -

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Packet Pg. 936 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS
• VMware Vsphere Cluster version 4.1 or 5
• VMware hypervisor ESXi version 4.1 or 5
• VMware Site Recover Manager (SRM} for Disaster Recovery.

4.6 Technical Requirements
• All servers should preferably run within a VMware ESX environment. • All tiers of each layer such as the application layer (including the database} and presentation layer must provide secure encryption through the network. • If physical servers are required, the physical servers that comprise the system must be rack mounted with a size of lu blade.
• All servers should preferably support SAN storage.
• Database server must run on a Microsoft SQL Server (MS SQL 2005 and above}. • All thin client portals must be compatible with all browsers which includes but not limited to IE 8, IE9, Firefox v 3.6, Chrome and Safari v 5.
• The City prefers an all-thin client environment. If a thick client must be deployed, it must support MSI for ease of deployment.
• The system must fully implement the Microsoft Windows graphical user interface standards.

The City currently operates desktop computers running Windows 7 and Windows 8 Enterprise.

The City operates Windows 2003, Windows 2008 SR2 servers and Windows 2012 servers running Microsoft SQL 2003 r2, Microsoft SQL 2008 R2 and Microsoft SQL 2012. • The system must have database administration capabilities that will allow the system administrator to manage user access and provide for the development of user accounts and provide for password protection. Multiple levels of user security must be available that provides for read-only, read-write, update, and full-control access. Database administration functions should provide the ability to selectively "lock" certain database tables/records. • The system must be under client-server architecture and multi-user functionality. • The system must provide user-friendly and flexible reports. All reports must be customizable to the City's particular needs.
• The City prefers a site/enterprise licensing model that allows for unlimited client licenses. • The software must fully comply with the American National Standards Institute (ANSI} and SQL standards.
• File Management - Must allow for a system Administrator to easily manage the system, including the creation of individual user accounts.
• Provide a minimum of one hundred and eighty (180} days of software support consisting of telephone support via an 800 toll free number. Ongoing software support for subsequent years must also be available through a software maintenance agreement available on a set fee basis.

Technical Requirements
• All servers should preferably run within a VMware ESX environment. • All tiers of each layer such as the application layer (including the database} and presentation layer must provide secure encryption through the network. • If physical servers are required, the physical servers that comprise the system must be rack - 7 -

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Packet Pg. 937 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS
mounted with a size of lu blade.
• All servers should preferably support SAN storage.
• Database server must run on a Microsoft SQL Server (MS SQL 2005 and above). • All thin client portals must be compatible with all browsers which includes but not limited to IE 8, IE9, Firefox v 3.6, Chrome and Safari v 5.
• The City prefers an all-thin client environment. If a thick client must be deployed, it must support MSI for ease of deployment.
• The system must fully implement the Microsoft Windows graphical user interface standards.

The City currently operates desktop computers running Windows 7 and Windows XP Professional. The City operates Windows 2003 and Windows 2008 SR2 servers running Microsoft SQL 2003 r2 and Microsoft SQL 2008 R2.
• The system must have database administration capabilities that will allow the system administrator to manage user access and provide for the development of user accounts and provide for password protection. Multiple levels of user security must be available that provides for read-only, read-write, update, and full-control access. Database administration functions should provide the ability to selectively "lock" certain database tables/records. • The system must be under client-server architecture and multi-user functionality. • The system must provide user-friendly and flexible reports. All reports must be customizable to the City's particular needs.
• The City prefers a site/enterprise licensing model that allows for unlimited client licenses.

5.0 RFP REVIEW CRITERIA
Proposals should be submitted in the RFP Response Format as specified in Section 6.0 and should meet the Scope of Work, specifications and requirements in sections 4.0 and 5.0 as defined in this Request for Proposal. An Evaluation Committee comprised of staff from various Departments within the City will review submitted proposals. The Evaluation Committee will compare, rate, and rank the submitted proposals based on, but not necessarily limited to, the following criteria:
• Understanding of the project and responsiveness to project requirements, • Knowledge of and experience providing similar systems for other cities, • Project costs, and
• Project References.

The Evaluation Committee will schedule interviews with the most qualified firms to provide an opportunity for product demonstrations. In addition to scheduled product demonstrations, the City may request access to an active demonstration cqpy of the product software so that City staff can test the product's capabilities.

Following the evaluation process, a recommendation will be made to the City Manager or the City Council to select the Bidder that submitted the best and most responsive proposal as determined by the Evaluation Committee.
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Packet Pg. 938 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS

6.0 VENDOR RESPONSE
The following Request for Proposal response format is required and has been designed to facilitate comparison among proposals submitted:

1. INTRODUCTION
Provide a summary of the proposal and demonstrate that the company understands the project, including a general approach responding to the City's requirements. This should also include an introduction to the Bidder as well as the name of a contact person.

2. EXPERIENCE
Provide a summary of the Bidder's qualifications and experience with Agenda Management Systems. Include specifics regarding qualification and experience in similar projects. Demonstrate the Bidder's acceptance and industry expertise by providing three valid references of similar-sized local governments using the products specified in this Request for Proposal, preferably located in California.

The Bidder should be able to demonstrate their product and its capabilities and functionality of interfaces.

3. QUESTIONS
Please provide complete responses to the following:

Agenda Management System

1. Describe the proposed agenda management system.

2. Explain if the system can maintain bookmarks and links when exporting to the web where links exist in documents.

3. Explain how the automated process for minutes and follow up actions are prepared and/or populated and tracked from the discussion and source documents.

4. Explain what functionality is provided to manage contracts and professional service agreements that result from decisions on staff reports presented to Council.

5. Explain what functionality is provided to manage meeting activities (motions, video streaming, video/audio clip referencing in minutes, etc.)

6. Discuss possible conversion/migration process of old agendas, minutes and reports.

7. Please walk through the process, from generation of a staff report to the creation of a public document.

8. Explain the system's reporting functionality, specifically, how to generate a forward-looking report of all council meeting agendas and staff report items for a six month period of time.

9. Explain how a staff report approver will delegate a colleague whens/he is away.

10. Explain how a staff report approver can edit a staff report.

11. Demonstrate with screen shots how the end user portal will exist on the City's website:
http://www.smgov.net/departments/clerk/agendas.aspx.

12. How does the system add additional templates or users after the initial installation of the software and will it disrupt the system while they are being added? - 9 -

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Packet Pg. 939 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS

13. What are the costs for adding additional templates? Additional users?

14. Do you provide integration with Laserfiche? If so, what are estimated costs and functionality options?

15. Who make up the implementation team and what is their relevant experience setting up similar systems in peer institutions?

16. Explain any minutes preparation functionality available with your system or as an add-on module.

Hardware and Software

17. What web browsers/versions does your system support?

18. What is the suggested hardware server configuration and operating system?

19. What are the complete hardware specifications?

20. What are the requirements for the workstations that use this hardware or software?

21. What are the minimum PC requirements to operate software?

22. If proposed system is not Saas, what are the recommended server and database requirements?

23. How are workflow/notifications handled? What ancillary systems are used to support the product (i.e. Microsoft Exchange? What version?).

Security and Administrative Functions

24. Explain version control with your proposed system.

25. Explain archiving of revision history of information.

26. Indicate any system archiving capability (e.g. ability to move on-line data to off-line storage).

27. Describe backup and restore features.

28. Explain the retrieval, search and query functionality of proposed product, including capability of full text, keyword, and multiple file extension searching. This would extend to minutes, reports (both formal and adhoc) and agendas.

29. What is the maximum file size for individual attachments (ensuring no latency occurs)?

30. What is the maximum storage size for all information/data?

31. Provide an architecture diagram of the hardware and/or software systems.

32. Provide a listing of recommended training schedules for implementation including for System Administrators and End-User.

33. Discuss the process for configuration including the various roles required for implementation and support.

Public Access

34. Explain whether the agenda management package is equipped to allow members of the public to digitally sign up for public comment during or before a public meeting.

4. SCHEDULE
The Bidder must provide a detailed project schedule, including but not limited to system configuration, setup, installation, training, testing, customization and acceptance. Explain how much City staff time is required in each phase oft he project schedule. The project schedule must provide a week-by-week schedule and include a listing of key activities, deliverables, and dates. - 10 -

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Packet Pg. 940 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS
Microsoft Project is preferred to illustrate the length of each major task. The project timetable will be reviewed with the selected vendor prior to beginning the project as part of the contract negotiation process.

5. COSTS
The Bidder must provide detailed costs for the system delineating any configuration, setup, and implementation costs from system usage costs. The City prefers a plan that offers unlimited utilization of the system.

The vendor must provide a detailed itemized cost breakdown of the following categories:

1. Software licensing and annual renewals

2. Professional services for installation/configuration, travel costs to be included

3. On-site training (specify costs for system administrator training and end-user training)

4. Rates for additional trainings

5. Fee schedules for trainers and hourly rates for customization of product

6. Annual service and maintenance for five years

7. All other miscellaneous costs not listed above
The City reserves the right to select any or all of the components above, or that are included in the proposal.

6. REFERENCES
The following outline is a record of the bidder's relevant experience in work of a type similar in magnitude and character to that contemplated under this request for proposals. Please submit at least three (3) references for whom you have provided similar services in size and nature. Additional numbered pages·outlining this portion of the proposal may be attached to this page.

7. EQUIPMENT SPECIFICATIONS
If the Bidder proposes a system that includes or requires any on-premise hardware, the Bidder must provide detailed specifications of all of the equipment listed in their proposal. The Bidder must include cut sheets of all equipment proposed.

Within fifteen (15) calendar days after award of Contract by the City, the proposer to whom the Contract is to be awarded will be notified of the award by telephone or electronic mail. The City and vendor shall then work together to negotiate and execute Purchase and Maintenance Agreements.

The award of the Contract, if it is awarded, will be to the responsible Bidder complying with the instructions contained in this Request for Proposal. The City, however, reserves the right to select the schedules under which the proposals are to be compared, to reject any and all proposals, and to waive any irregularity in proposals received.

The City and vendor shall then work together to negotiate and execute Purchase and Maintenance Agreements. Shortly thereafter, a Notice of Award will be mailed, including the negotiated Contract for - 11-

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Packet Pg. 941 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS
execution.

A copy of a professional services agreement, maintenance agreement, licensing agreement and other required documentation is contained in Attachment C. Completion of forms and agreements are finalized in the negotiation process.

7.0 RFP SUBMITIAL
Submit five (5) signed copies of your proposal and one (1) electronic copy in Microsoft Word format or Adobe PDF format in a sealed envelope by 5:00 pm (PST) on Tuesday April 30, 2013. The envelope must be marked in the upper left hand corner with the name and address of the proposer. Proposals shall be sent to:

City of Santa Monica, City Clerk's Office
Attention: Sarah'Gorman, City Clerk
1685 Main Street, Room 102
Santa Monica, California 90401
A proposal will not be accepted after the date and time designated above. It is the sole responsibility of the Bidder to see that the proposal is delivered and received in proper time. Any proposal received after said designated date and time shall be returned to the proposer unopened.

By submitting a response to this Request for Proposal, the Bidder waives all rights to protest or seek any legal remedies whatsoever regarding any aspect of this Request for Proposal. The City reserves the right to select any number of qualified finalists. In addition, the City reserves the right to issue written notice to all Bidders of any changes in the proposal submission schedule, should the City determine in its sole and absolute discretion that such changes are necessary. Acceptance of any proposal submitted pursuant to this Request for Proposal shall not constitute any implied intent to enter into a Contract for execution. The City reserves the right to reject any and all proposals. The vendor selected will be under contract to the City of Santa Monica.
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Packet Pg. 942 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS

8.0 RFP SCHEDULE
RFP Release April 1, 2013
Vendor Inquiries Due April 15, 2013 by 5:00 pm (PST)
City Response to Inquiries April 22, 2013
Proposals Due April 30, 2013 by 5:00 pm (PST)

9.0 INFORMATION AND INQUIRIES
All inquiries are due by Monday, April 15, 2013 by 5:00 pm (PST), and must be submitted via electronic mail to Sarah Gorman, City Clerk, at [email protected]. Inquiries will be acknowledged via electronic mail, upon receipt. City responses to questions will be compiled and posted in writing on PlanetBids and emailed to a vendor list used to notify potential vendors of the RFP.

For further information, please contact:

Sarah Gorman, City Clerk
Telephone: (310) 458-8211
E-mail: [email protected]
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Packet Pg. 943 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS

ATIACHMENT A-BUSINESS LICENSE

CITY OF SANTA MONICA

BUSINESS LICENSE
WHO NEEDS A BUSINESS LICENSE?
The City of Santa Monica Municipal Code requires all businesses operating or located in Santa Monica to obtain a business license. A separate business license is required for each location and for each business activity operated in Santa Monica. The license period is July 1st through June 301h of each year.
· Check where applicable:

1. Do you come into the City of Santa Monica to conduct business? Yes No -.,..-,,,---- ----- 2. Do you deliver parts and/or products in your own company vehicle? Yes No -----
If you checked "yes" to either question, please refer to the information below for business license & insurance requirements.
• If you come into the City of Santa Monica to conduct business, you will be required to have a City of Santa Monica business license AND insurance (see below for descriptions). • If you deliver parts and/or products in your own company vehicle and do not perform any service except delivery, you will be required to have a City of Santa Monica delivery license ONLY.

BUSINESS/DELIVERY LICENSE
Please call 310-458-8745 or visit our website for further information at:

BUSINESS LICENSE APPLICATION

APPLY ON-LINE

DOWNLOAD FORMS TO MAIL IN OR APPLY IN PERSON
• If your business is located at a commercial location in Santa Monica, download and complete the COMMERCIAL BUSINESS LICENSE APPLICATION.
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Packet Pg. 944 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM ( REQUEST FOR PROPOSALS
• If your business is operated from your residence in Santa Monica, download and complete the RESIDENTIAL BUSINESS LICENSE APPLICATION.
• If your business is located outside of Santa Monica and you come into the City to perform work or provide services, download and complete the OUT-OF-CITY BUSINESS LICENSE APPLICATION.
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Packet Pg. 945 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS
ATIACHMENT 8- INSURANCE REQUIREMENTS
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 and the results of that work 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 GCL on an "occurrence" basis, including products-completed operations 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.

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.

Other Insurance Provisions

1. The policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status (CGL policy): 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.

The additional insured status can be provided in the form of an endorsement at least as broad as Insurance Services Office Form CG 20 10 11 85 or both CG 20 10 and CG 20 37. b. Primary Coverage (all policies): For any claims related to this contract, 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 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 30 days prior written notice (10 days for nonpayment) has been given to the City of Santa Monica. d. Waiver of Subrogation (CGL policy): Consultant hereby grants to the City of Santa Monica a - 16 -

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Packet Pg. 946 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS
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 effect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received the 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 reduce or eliminate the deductible or retention applicable to the contracted work 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 Agreement. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach. Alternatively, 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.

Subconsultants
Consultant shall require and verify that all subconsultants maintain insurance meeting all the requirements stated herein.

Special Risk or Circumstances
The City of Santa Monica reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. - 17 -

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Packet Pg. 947 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) AGENDA MANAGEMENT SYSTEM f REQUEST FOR PROPOSALS

ATIACHMENT C- NON COLLUSION AFFIDAVIT TO ACCOMPANY
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES }

PROPOSALS OR BIDS
-------------~being first duly sworn, deposes, and says: that She/He is:
(Insert "Sole Owner," "A Partner", "President," "Secretary," or other proper title) of __________________________________ _
(Insert name of bidder)
Who submits herewith to the City of Santa Monica the attached proposal; that He, She, It, or They is (are) the person(s) whose name(s) is (are) (strike out words not appropriate) signed to the hereto attached proposal; that said proposal is genuine; that the same is not sham or collusive; that all statements of fact therein are true; that such proposal was not made in the interest or on behalf of any person, partnership, company, association, organization or corporation not therein named or disclosed.

Affiant further deposes and says: that the bidder has not directly or indirectly by agreement, communication or conference with anyone attempted to induce action prejudicial to the interests of the public body which is to award the contract or of any other bidder, or anyone else interested in the proposed contract; that the bidder has not in any manner sought by collusion to secure for himself, herself, itself, or themselves, an advantage over any other bidder. (strike out words not appropriate)
Affiant further deposes and says that prior to the public opening and reading of bids the said bidder:
(a) Did not, directly or indirectly, induce or solicit anyone else to submit a false or sham bid; (b) Did not, directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid, or that anyone should refrain from bidding or withdraw his bid;
(c) Did not, in any manner, directly or indirectly, seek by agreement, communication or conference with anyone to raise or fix any overhead, profit or cost element of his, her, its, their price, or of that of anyone else; and
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Packet Pg. 948 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS
(d) Did not, directly or indirectly, submit his, her, its, or their bid price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, bid, depository, or to any member or agent thereof, or to any individual or group of individuals, except to the awarding authority or to any person or persons who have a partnership or other financial interest with said bidder in his, her, its, or their business. (strike out words not appropriate) I declare under penalty of perjury that the foregoing is true and correct.

Signature Name of Bidder
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Packet Pg. 949 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS

ATIACHMENT D- OAKS INITIATIVE NOTICE

CITY OF SANT A 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. It prohibits a public official from receiving specified personal benefits from a person or entity after the official votes, or otherwise takes official action, to award a "public benefit" to that person or entity. 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.

The Oaks Initiative requires the City to provide this note and information about the Initiative's requirements. An information sheet on the Oaks Initiative is attached. You may obtain a full copy of the Initiative's text from the City Clerk.

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 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: (a) trustee, (b) director, (c) partner, (d) officer, or (e) 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.
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Packet Pg. 950 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) AGENDA MANAGEMENT SYSTEM f REQUEST FOR PROPOSALS
CITY OF SANTA MONICA (ity d
S~nH.a ,Uonhrn:I) OAKS INITIATIVE DISCLOSURE FORM
All persons or entities receiving public benefits defined below from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of those with more than a 10% equity, participation or revenue interest. This information is required by City Charter Article XXIITaxpayer Protection.

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

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

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

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.

Prepared by:. __________ _ Signature:. _______________ _ Date:. _____________ _ Title:. ______________ _
FOR CITY USE ONLY:

Bid/PO/Contract# --------- Permit# ____________ _
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Packet Pg. 951 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS

ATIACHMENT E- CITY POLICY ON DOING BUSINESS WITH ARIZONA FIRMS

CITY OF SANTA MONICA

CITY POLICY ON DOING BUSINESS WITH ARIZONA FIRMS

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS AND OTHERS SEEKING TO DO

BUSINESS WITH THE CITY OF SANTA MONICA

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA

DENOUNCING ARIZONA'S ANTI-IMMIGRATION, LAW SUSPENDING OFFICIAL

TRAVEL TO THE STATE OF ARIZONA AND DEVELOPING ADDITIONAL FINANCIAL

SANCTIONS UNTIL SUCH TIME AS THE NEW LAW IS REVOKED
The City Council of the City of Santa Monica adopted Resolution No. 10479 (CCS) on May 25, 2010, which requires a review of all current and likely future agreements and contracts with Arizona-based businesses to examine the feasibility of acquiring such products and services elsewhere while the Arizona law remains in effect.

Additionally, vendors offering goods or services to the City of Santa Monica must complete and sign the attached disclosure form; this applies to all solicitations, including but not limited to, bids and proposals. Please review, sign and submit the form with your bid packet prior to the closing date of bid.

Contractors that do not have headquarters in the State of Arizona and those that will not be working with Arizona-headquartered subcontractors to provide goods and/or services as specified in this solicitation will take priority in the bidding process.

NOTE: Headquarter location or residency may not be considered as a factor if prohibited by applicable law.

Failure to return this form or inability to certify as to its provisions will render your bid or proposal non-responsive.

State of Arizona Disclosure Form - see next page.
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Packet Pg. 952 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) CITY OF SANT A MONICA {lty ~f
Sabta .llonlen''

STATE OF ARIZONA DISCLOSURE FORM

TO BE COMPLETED BY ALL VENDORS PROVIDING GOODS AND SERVICES TO

THE CITY OF SANT A MONICA
Headquarter location or residency may not be considered as a factor if prohibited by applicable law.

Please check the appropriate boxes below.

Our company's headquarters are located in the State of Arizona.

D Yes D No
Goods or services pertaining to this solicitation will be provided by a subcontractor whose business is headquartered in the State of Arizona.

D Yes D No
If the response to the statement above was "yes", please list any and all subcontractors headquartered in the State of Arizona that may be providing goods or services (pertaining to this solicitation) to the City of Santa Monica.

If more than one, attach a list of additional subcontractors, including the physical address of each location.

Name of Subcontractor: ----------------------
Street Address:. _________________________ _
City:------------State:. ______ Zip Code:. ___ _
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Packet Pg. 953 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) *** PORTION BELOW TO BE COMPLETED BY ALL VENDORS ***
**************************************************************************************************** I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Signed: -~-------------------Date: _______ _
Printed name: _________________ Title: _______ _
Name of Company:-------------------------
Street Address of Headquarters: ____________________ _
City: ___ ...:..... ________ State: ______ Zip Code:. _____ _ Telephone# (including area code): ______ _

FOR CITY USE ONLY
NOTES:
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Packet Pg. 954 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) City of Santa Monica
Agenda Management System RFP

ATTACHMENT F - LIVING WAGE ORDINANCE

CITY OF SANT A MONICA

LIVING WAGE ORDINANCE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS AND OTHERS SEEKING

TO DO BUSINESS WITH THE CITY OF SANTA MONICA

THIS BID IS SUBJECT TO COMPLIANCE WITH THE
CITY OF SANTA MONICA LIVING WAGE ORDINANCE (SEE BELOW).

The City of Santa Monica has adopted a Living Wage Ordinance, Chapter

4.65, which requires the payment of a specified minimum wage for work done pursuant to a services contract with the City where the contract amount is $54,200 or more and requires that contractors also provide the same health care and other benefits to employees' same sex spouses and domestic partners as are provided to other employees' spouses. This Living Wage Ordinance applies to services provided by employees who do not actually work as a manager, supervisor, or confidential employee, and who is not required to possess an occupational license. The minimum wage is $14.09 an hour for the period commencing from July 1, 2013, up through June 30, 2014. This minimum wage rate is adjusted annually each July 1. Questions concerning the Living Wage Ordinance may be directed to the City Finance Department at (310) 458-8281.

The Living Wage Ordinance applies the services sought pursuant to this bid and bidders are required to prepare and return the Living Wage Certification Forms. If the bidder is selected, the bidder must maintain payroll records that include, at minimum, the full name of each employee providing services under the contract, job classification and rate of pay. Bids that fail to include Certification Forms may be considered non-responsive and excluded from further consideration.

Please note that the Living Wage Ordinance sets the Minimum Wage at $14.09 per hour and provides for an annual adjustment each July 1st, by an amount corresponding to the previous calendar year's change (January to January) in the Consumer Price Index for Urban Wage Earners and Clerical Workers in Los Angeles, Riverside and Orange Counties. It has been determined that the minimum wage is $14.09 an hour for the period commencing from July 1, 2013 through June 30, 2014.
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Packet Pg. 955 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) City of Santa Monica
Agenda Management System RFP

CITY OF SANTA MONICA

LIVING WAGE ORDINANCE
Certification for Providers of Services to the
City of Santa Monica
(Fiscal Year 13/14-July 1, 2013 through June 30, 2014)

TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
The City of Santa Monica Municipal Code Chapter 4.65, Living Wage Ordinance (LWO), establishes a Minimum Wage of $14.09 per hour1 for certain employees of contractors providing" services to the City where services exceed $54,200 and requires that contractors also provide the same health care and other benefits to employees' same sex spouses and domestic partners as are provided to other employees' spouses.

An employee covered by the LWO is any person who does not actually work as a manager, supervisor, or confidential employee, and who is not required to possess an occupational license. Contractors with collective bargaining agreements covering those employees assigned to contract are exempt from the wage requirements of the Living Wage Ordinance only if the waiver is explicitly set forth in such agreement in clear and unambiguous terms.

Please prepare the following certification if you are a contractor engaging in a contract for services with the City of Santa Monica in excess of $54,200.

Your signature on this certification grants the City permission to review any and all payroll books and records and any company documents pertaining to the benefits offered to employees to assure your compliance with the LWO during the term of the contract.

Please direct any questions and send the completed, signed Certification to:

City of Santa Monica Finance Department
Attention: Living Wage Compliance Section
1717 4th Street, Suite 250
Santa Monica, CA 90401
You can also contact staff regarding living wage ordinance questions by e-mail at [email protected] or by phone 310-458-8281.
1 Adjusted annually each July 1 by an amount corresponding to the previous year's change (January to January) in the Consumer Price Index for Urban Wage Earners and Clerical Workers 1982-84=100 for Los Angeles-Riverside-Orange County, California
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Packet Pg. 956 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) City of Santa Monica
Agenda Management System RFP

CITY OF SANT A MONICA

LIVING WAGE ORDINANCE CERTIFICATION
July 1, 2013, through June 30, 2014

TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
MINIMUM WAGE - $14.09 per hour
Please read, complete, and sign the following:

THIS CONTRACT IS SUBJECT TO THE LIVING WAGE ORDINANCE 0 THIS CONTRACT IS NOT SUBJECT TO THE LIVING WAGE ORDINANCE 0 If this contract is not subject to the Living Wage Ordinance requirements, please note the reason below and attach supporting documentation for exemption. For example, in order to be exempt pursuant to a collective bargaining agreement, a signed collective bargaining agreement must be attached.
(a) __ _
(b) __ _
(c) __ _
contractor is a government agency and is exempt
contractor is a City grantee and is exempt
contractor is a non-profit corporation and is exempt
(d) __ _ contractor is an employer whose employees are covered by a bona fide collective bargaining agreement where the waiver is explicitly set forth in an agreement in clear and unambiguous terms
(e) __ _ contractor is a corporation providing banking services The undersigned, on behalf of himself or herself individually and on behalf of his or her business or organization, hereby certifies that he or she is fully aware of Santa Monica's Living Wage Ordinance (LWO), and the applicability of the LWO, and the applicability of the subject contract, as determined herein. The undersigned further agrees to be bound by all terms of the LWO, as mandated in all sections of Santa Monica Municipal Code, Chapter 4.65. If, at any time during the term of the contract, the answers to the questions posed herein change so that Contractor would be subject to the LWO, Contractor will promptly notify the Director of Finance in writing. Contractor further understands and agrees that the failure to comply with the LWO, this certification, or the terms of the Contract as it applies to the LWO, shall constitute a default of the Contract, which shall 27 3.J.b
Packet Pg. 957 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) City of Sarita Monica
Agenda Management System RFP
be grounds for termination. City shall have the right to examine all books and records of the Contractor as they relate to compliance with the LWO. Payroll records shall at a minimum include the full name of each employee performing labor or providing services under the ·contract, job classification, and rate of pay.

These statements are made under penalty of perjury under the laws of the State of California.

Printed Name: _____________ Title:--------------
Signature: _________________ Date:------------
Contractor:

Bid Number (if applicable):

Service Description:
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Packet Pg. 958 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) City of Santa Monica
Agenda Management System RFP

ATIACHMENT G - PERSONNEL BENEFITS

CITY OF SANTA MONICA

PERSONNEL & BENEFITS INFORMATION
Bidders are required to provide the following personnel and benefits information, which will be used by City staff as a tool to conduct bid evaluation and cost analysis for in-house versus outsourced services. Please use a separate sheet of paper if the spaces below are not sufficient.

1. Please indicate the number of supervisors/managers assigned to this work: ___ _
• Please provide the requested information below for these employees. • List multiple employees in the same job classification separately. • Attach additional pages if necessary.
# of Annual
Title Hours Hourly Rate

1. $

2. $

3. $

4. $

5. $

6. $

2. Please indicate the number of full-time employees assigned to this work:
• Please provide the requested information below for these employees. • List multiple employees in the same job classification separately. • Attach additional pages if necessary.
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Packet Pg. 959 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) City of Santa Monica
Agenda Management System RFP
# of Annual
Title Hours Hourly Rate

1. $

2. $

3. $

4. $

5. $

6. $
NUMBER OF EMPLOYEES AFFECTED BY LIVING WAGE: ----

3. Do your employees receive paid vacations? If so, how many days per year.

4. Do your employees receive paid sick days? If so, how many days per year.

5. Please list all paid holidays, if any.

6. Do your employees receive paid medical benefits (e.g., health, dental, vision)? If yes, do they contribute to their medical, dental, and/or vision insurances or are they fully covered by the company?

7. Do your employees receive life insurance? If yes, do they contribute to their life insurance or are they fully covered by the company?

8. Do your employees receive any type of pension (e.g., 401k) or just social security? If you do offer 401k, does the company match the employees' contribution to the program?
30 .

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Packet Pg. 960 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) City of Santa Monica
Agenda Management System RFP

9. Does your company provide any safety equipment (e.g., back brace, uniforms, working boots, goggles, etc.) to your employees? If so, please list all items.

Does your company issue an employee handout [i.e. a booklet or documents that state the benefits (e.g., health insurance, retirement programs, etc.) to new hires]?
D Yes, for full time employees only
D Yes, for full time and part time employees only.

If yes for either full time or part time employees, please submit a copy of this document with the other information requested.

D No, please state the benefits offered to employees of your company below (attach additional sheets if necessary).
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Packet Pg. 961 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

EXHIBITB
Proposal (See Attached)

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Packet Pg. 962 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

CARAHSOFT'S RESPONSE TO THE
ity of Santa Monica, CA

EQUEST FOR PROPOSAL
Agenda Management System
T u
May
e s d a y
7, 2013

SOLUTION PROVIDED BY

INTELLIGENT MEETING

MANAGEMENT
CARAHSOFT TECHNOLOGY CORP.
12369 SUNRISE VALLEY DRIVE
RESTON, VA 20191
888.66 CARAH [ WWW.CARAHSOFT COM
Primary Contact:

Katie Dyer
7 o 3 8 8 9. 9 7 o l / [email protected]

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Packet Pg. 963 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) May 7, 2013
City of Santa Monica, City Clerk's Office
Attention: Sarah Gorman, City Clerk
1685 Main Street, Room 102
Santa Monica, California 90401
carahsoft
technology corp
Re: Carahsoft's Response to the City of Santa Monica's Request for Proposal for Agenda Management System
Ms. Gorman,
Carahsoft Technology Corp. appreciates the opportunity to respond to the City of Santa Monica's Request for Proposal for an Agenda Management System.

Carahsoft is submitting as the IT Schedule 70 GSA Contract holder (GS-35F-0119Y) for IQM2 Inc. As a top ranked GSA Schedule holder, Carahsoft has delivered best value solutions to our government clients for over eight years including many local California governments for exactly the same requirements denoted in this RFP. Additionally, IQM2 has conducted some mutual discovery through a demonstration overview with members of the City of Santa Monica staff. As a result of these exercises, IQM2 believes that our Legislative Management platform is uniquely suited to ensure program success and swift user adoption for the City.

Carahsoft is in receipt of Amendments 1 and 2.

Please feel free to contact me directly at 703.889.9701/[email protected] or Craig Abad 703.871.8501/[email protected] with any questions or communications that will assist the City of Santa Monica in the evaluation of our response. This proposal is valid for 90 days from the date of submission.

Thank you for your time and consideration.

Sincerely,
Katie Dyer
Government Account Representative
703.889.9701
[email protected]

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Packet Pg. 964 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft' s to tho of Santa Monica

LEO CONTENTS
Introduction .................................................................. 1 Prime Contractor: Carahsoft Technology Corp .............................................................. 3 Solution Partner: IQM2 Inc ............................................................................................ 4 Experience .................................................................... 5 <:lLJ~stions; ..................................................................... ., Schedule ....................................................................... 18 Costs ............................................................................. 19 References ......................................... u •••••••••••••••••••••••••• 21 Equipment Specifications ........................................... 23 In Summary .................................................................. 24 Attachments···············································~················· 25 carahsott IQJ~tl..;z
l<s;'f.«Hll>Sl '"'"''''"' "'~""·~''''

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Packet Pg. 965 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft' s to the of Santa Monica
I
Provide a summary of the proposal and demonstrate that the company understands the project, including a general approach responding to the City's requirements. This should also include an introduction to the Bidder as well as the name of a contact person.

Through prior demonstrations and process discovery with some City stakeholders, IQM2 understands the nature of this project and can truly and confidently say that not only is IQM2 capable of quickly meeting these requirements and expectations. IQM2 fully believes the proposed solution will exceed the expectations, from both a functionality and swift user adoption standpoint. IQM2 dimensioned areas of the City of Santa Monica's current processes that were not mentioned as requirements which enhanced IQM2 functionality would deliver incredible efficiency and time savings returns.

Furthermore IQM2 is providing innovation for governments across the country that is typically not seen with the simple, limited solutions that have traditionally been used. There is a large delta between IQM2's functionality and basic application structure of the other providers, particularly for larger governments or those concerned with true governing board automation work flow that allows for unlimited, chronological and simultaneous work flow and tracking. Cities the size of Santa Monica need the more robust and innovative functionality IQM2 provides. The simple posting of shells, simple browser-based, basic workflow or trying to make disparate platforms stemming from acquisition or multi-vendor solutions work together is not enough. Please see below for some distinctive and unique differentiators:
• PDF Agendas - In addition to standard web and e-agendas, IQM2 generates full PDF agenda packets with page numbering and watermarking. The PDF packets can be easily printed, if desired, and saved for offline viewing. Other solutions rely entirely on a web agenda and generating and printing a full PDF packet is not possible. It is very important to think about the large ramifications of this across the City of Santa Monica in regards to use and technology. • IQM2 Works Offline - If the internet goes down, IQM2's software continues to work offline, which is an impressive for people who understand decision making points. In addition to web functionality, IQM2 provides a product that is critical to ensuring that if the internet goes down or is slow, it does not stop a meeting or create confusion and citizen problems. The minutes, voting and time-stamping can still be recorded during the meeting and the board members can still view their PDF agendas. This proves to be a big point for larger cities who deal with more complex topics and issues that come with their size.
• IQM2 Streaming Future Scalability- MediaTraq contains live and on-demand streaming of the City of Santa Monica's meetings with agenda item linking and search capability, as well as automated Minutes Maker module. Other solutions use unrefined inserts which can be unsophisticated and creates a manual and time consuming process or are video streaming focused and use disparate agenda management programs they purchased and are trying to integrate.

IQM2 has made a special offering to the City to migrate their current video streaming processes and will save the City quite a bit of money while greatly improving their streaming services. For example, IQM2 offers innovative streaming functionality that does not exist with any other government streaming company. A couple examples of these improvements would be HD live and on demand streaming for cross platform, as well as DVR capabilities with great utility for this in government meetings.
carahsoft 1

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Packet Pg. 966 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft' s to the of Santa Monka
• IQM2 Search - IQM2 searches all documents and content. This allows any user to search for keywords inside a supporting document. IQM2 also offers Federated Search which will allow the City of Santa Monica to search all other clients' public websites in one search. • Free Historical Data - IQM2 will migrate over the City of Santa Monica's historical meeting information to compile a complete legislative and searchable database for the City. • IQM2 PDF Printer - The built-in PDF printer allows any user to easily attach information to agenda items from any application just like printing to paper. The PDF's are searchable and optimized for smaller file sizes. No other solutions contain such functionality and rely heavily on the users to manually export or convert their attachments.
• Full Microsoft Word Integration - The proposed solution will allow the City of Santa Monica to easily use MS Word for editing and entering documents. Because of this, IQM2 can copy and paste without losing formatting. This is viewed as an incredible difference by larger counties with more agenda items and attachments.
• Integrated Board Member Profiles - All board member attendance and voting history can be indexed, viewable and searched through the web portal.
• Approvals & Signatures - IQM2 has a completely customizable approval and chronological and simultaneous workflow system. IT includes sophisticated e-Signatures for signing documents. All other solutions contain has a simple approval process but cannot support the level of complex workflow IQM2 can. Full e-signatures are offered for either now or in the future. • E-Boardroom & IQM2 Minutes Maker- lQM2's Electronic & Touch Voting gives public guidance through the meeting, Automatic Page Turning, Sticky Notes and internet independent. • IQM2 Free On-going Training & Template/Workflow Configuration - IQM2 provides free ongoing web-based training. This is very useful for bringing on new employees or using more functionality in the software.
• Customized Dashboards - Dashboards are easy to use and basic Board Member views are shown as opposed to the back office functionality that while unequivocally separate us, may not have been important to the Board Members.
• IQM2 Letter Factory - The proposed solution can automatically notify staff members, departments, citizens, State Agencies or any other recipients when agenda items are approved or discussed at meetings with a simple click using the City of Santa Monica's own personal template language and verbiage.
• IQM2 Work Planning - IQM2 includes a true work planning utility to assign, track and report on follow up task resulting from decisions made at meetings. carahsoft 2

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Packet Pg. 967 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft' s to the of Santa Monica
IQM2 unequivocally believes that there are no solutions will be able to truly support the back office workflow process the City of Santa Monica is defining while delivering the innovative public and staff facing innovation we know is important to the City of Santa Monica's goals .. With efficiency and meeting effectiveness in mind, IQM2 can configure the Board or user Dashboards to make navigations simple and easy. That being said, the collaboration, workflow, tracking and reporting is absolutely imperative for an agency of the City of Santa Monica's size, IQM2's back office scalability tools will allow the City of Santa Monica to add on existing functionality as it so chooses. Due to IQM2's robust functionality, the system is known for being flexible and it does not make the City of Santa Monica conform to the process; IQM2 configures to the City of Santa Monica's. This is a monumental difference between IQM2 and the other applications in this market.

Prime Contractor: Carahsoft Technology Corp.

Incorporated in Maryland and located in Reston, Virginia, Carahsoft Technology Corp. is the trusted Government IT solutions provider, combining technological expertise with a thorough understanding of the government procurement process to help federal, state and local government agencies select and implement the best solution at the best possible value. As a topranked GSA Schedule Contract holder, Carahsoft is IQM2's largest government partner and serves as the master government aggregator for many of its best-of-breed software vendors.

VENDOR RELATIONSHIPS - Carahsoft has a unique business model focusing on providing superior sales and marketing execution, a track record of success, high integrity and a focus on strategic vendor relationships of which IQM2 is an important part. Carahsoft's contract vehicles carry over 160 vendors.

PROVEN EXECUTION - With 330 employees, Carahsoft has leveraged its vast contracting experience and extended it to quoting and order management.

Carahsoft seamlessly generates thousands of quotes a year worth hundreds of millions of dollars.

GROWTH & STABILITY - Carahsoft has continued to show impressive growth year after year, turning annual revenue from $3.4 million in our first year in 2004 to $606 million in 2009, $840 million in 2010 and $1.065 billion in 2011. We are a stable, conservative and profitable company and have received numerous accolades including, for the third consecutive year, being named to the Washington SmartCEO magazine's 2010 Future 50 list which recognizes the metro area's fastest growing companies. • 4th largest GSA Schedule 70 Contract holder
• 281h on the CRN Fast Growth 100
• 31'' in the VAR Business 500
carahsoft 3

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Packet Pg. 968 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft' s to the of Santa Monica
Solution Partner: IQM2 Inc.

IQM2 is the market leader in furnishing end-to-end public sector meeting software solutions through its award-winning Open Meeting Management and Citizen Awareness Platform consisting of MinuteTraq (agenda/minutes automation), MediaTraq (Live/On-Demand Video Streaming) and EBoardroom (electronic voting).

IQM2 was founded by Daryl Blowes with the launch of the M2 Suite of Open Meeting and Legislative Process software solutions. By assisting government and the public sector, officials become more efficient in the way they work together, have meetings, make decisions, follow through with actions, and share information. Together with its employees, IQM2 is revolutionizing how the public sector collaborates with their stakeholders and the public.

IQM2's Legislative Management Platform has been constantly added and developed using best practices for over 7 years. Over the last 2 years, IQM2's client base has grown by 80% each year. IQM2 staff is always testing on the newest hardware platforms with the most up-to-date software tools available. IQM2 hosting services are at Tier II, level security with redundant data centers in separate locations across the country in case of any catastrophic event. IQM2's server capacity allows for unlimited Data Storage in the Legislative Management System for all clients, while backup procedure is daily with almost real time mirroring. IQM2's uptime 99.99% because IQM2 has never been down due to hardware or software issues. Service is only ever down due to Sunday early morning server updates, and technical and user support is 24/7/365, with 90% of calls being answered live with the rest being returned within 20 minutes. Since IQM2 software is Saas, clients pay through subscriptions with no up-front cost. This allows for all clients to be on the same platform of security and data integrity.

IQM2's role as an industry innovator was recognized in 2010 when the national software industry acknowledged its innovation as it was awarded the prestigious 2010 SIIA's CODiE Award for Best Emerging Software Company. Shortly thereafter IQM2 was awarded LISA Award for Software Excellence. Since 2006, advancement has been rapid for IQM2 having experienced year-over-year growth exceeding 100% with many of its clients migrating from older legacy solutions. IQM2 along with Carahsoft Technology Corp. urges the District to see what all the industry excitement is about. carahsoft 4

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Packet Pg. 969 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft' s to the of Santa Monka

EXPE IENC
Provide a summary of the Bidder's qualifications and experience with Agenda Management Sys/ems.

Include specifics regarding qualification and experience in similar projects. Demonstrate the Bidder's acceptance and industry expertise by providing three valid references of similar-sized local governments using the products specified in this Request for Proposal, preferably localed in California.

The Bidder should be able to demonstrate their product and its capabilities and functionality of interfaces.

IQM2 specializes solely in Legislative Management for governments from coast to coast with a large and rapidly growing roster of local California governments clients As a result, the specific requirements denoted in this RFP are exactly the same requirements IQM2 furnishes every day. Because IQM2 is derived from a single platform built from the ground up, the platform offers unique flexibility. All other solutions were cobbled together from acquisition, multi-vendor product or retrofitted from other purposes. This allows IQM2 to remain true to its business philosophy that its job is to conform to the business processes, not the other way around. IQM2 is often relied upon for Legislative Management consulting and always pleased to share the best practices it sees across the country and make recommendations, if desired.

The requirements specified in this RFP by the City of Santa Monica are basic, standard functionality components and there will be no system customization required. IQM2 already has defined functionality in its system that is not requested.

Please see below for IQM2 references.
carahsoft
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Packet Pg. 970 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft's to the of Santa Monica
Contact's .

Name/Title
cAddress
Phone
Email
carahsoft 6

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Packet Pg. 971 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) of Santa Monica
Qu
Please provide complete responses to the following:

Agenda Management System

1. Describe the proposed agenda management system.

MinuteTraq is the Legislative and Agenda Management framework of IQM2's Government Meeting Platform. Please refer to the product overview below for more information on the proposed system.

MinuteTrnq™
N
MinuteTraq is the framework of IQM2's Open Meeting Platform. It provides complete functionality for managing all meeting documents, reviewing processes and procedures, creating agenda packet, creating minutes, compiling and distributing post-meeting letters, and web publishing and search functions. It is a powerful software module that will allow the City of Palatine to facilitate all of its meeting needs, from premeeting scheduling to post-meeting publishing and to all the information-gathering steps in between. It offers a simple yet customizable set of functions that will make the Village's meeting workflow process more efficient.

The MinuteTraq smart-client is built on the most up-to-date Microsoft .NET technology. The program requires Microsoft .NET Framework 3.5 installation on the PC. This framework is installed by default on Windows XP or if you are installing the automatic Microsoft Windows Updates.

Recommended Specifications: 1 GHz Pentium or Better, 2 GB of RAM or Better, 1 GB Storage Space, Windows XP or Higher, .NET Framework 3.5, MS Word 2003 or higher.

The following key components and processes will benefit the City in cost and time savings:

Centralized Document Database: Will consolidate the City information processes into one location, vastly reducing time on information management, search and retrieval.

Workflow, Routing, and Review Process: Incredibly simple but sophisticated tool for driving efficiency and managing expectations. The program's wizard-based interface allows for department members to monitor processes, maintaining accountability of information.

Attachments and Importing: Program cross-references all related documents and allows the City to collect all information of a given topic from the internal system quickly and easily without printing and scanning.

PDF Printer: MinuteTraq includes an integrated PDF Printer that allows users to retrieve information and reports from any computer system throughout the organization as long as it can print regardless of file type.

The PDF Printer allows users to print from any program to this virtual printer named "MinuteTraq" instead of printing to paper. The built-in PDF printer simplifies attaching information from other programs, just click Print, choose the "MinuteTraq" printer and the output is automatically converted to PDF format and imported into MinuteTraq as an attachment. The City can easily mark the attachment as public, and it will also be published on the web portal when the agenda is created which means no more scanning and printing.
carahsoft 7

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Packet Pg. 972 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carnhsoffs to the of Santa Monica
Document Generation: Produces all meeting-related documents in one step, eliminating time consuming redundancy such as cutting and pasting. It creates meeting packets customizable to the City's needs with agendas, agenda summaries, schedules and all other associated attachments, all with a consistent heading for professional look.

Fast Re-Generation Technology'": MinuteTraq has built-in Fast Regeneration Technology, so the documents generated from MinuteTraq can be easily modified and regenerated. An agenda packet that needs to be regenerated after adding or removing a couple items can be compiled in seconds. Other products without IQM2's unique Fast Regeneration Technology TM can take hours to build packets even after small changes are made.

History Tracking and Audit Trail: MinuteTraq will keep a complete history of all meeting topics from the moment they a.re prepared, submitted, reviewed, added to an agenda, voted on, tabled to other meetings, passed through committees for review and more. Each meeting topic or attachment will allow for comments to be added to the history. The meeting topic history screen will provide a complete history of the topic itself along with all of the attachments. The meeting history will track each agenda item and the exact page number where it appears in the minutes with the comments and action or vote record at the meeting.

The audit trail allows all the changes that are made to the document to be tracked in a log. Each user that makes a change can indicate the reason for changing it and add a comment. Users can trigger actions like sending an email notice, resetting the approval process or creating a new revision of the topic or document.

Revision Tracking and Comparing: MinuteTraq tracks changes to meeting topics and documents and will allow the City to compare what has been altered and shows the user who made changes. All changes will be highlighted with bubbles specifying the changes.

Information Sharing and Delivery: Communicates key information to the intended recipients effectively allowing meeting decisions and tasks to take action. Email-based communication and online postings are notified to proper channels in a way that is easily tracked and automated for accountability.

Meeting Capture and Streaming: Receives and organizes input on all data with regards to minutes, votes, discussion and actions and modifies into a format that facilitates public sharing. In conjunction with MediaTraq™ module, video streaming can be indexed and referenced by topic and matched with timestamps on meeting minutes.

Task Follow-up and Progress Tracking: The integrated task tracking function in MinuteTraq™ will allow the City ease of tasks and directives will be acted upon from meeting to meeting. No longer will meeting time be wasted going over dropped responsibilities and missed tasks due to lack of follow-up.

Free Ongoing Training: Part of IQM2's value added Support Services is the IQM2 Training Academy which offers free ongoing training. The City's users can pre-register for weekly training sessions or request training topics that are important to them. These training sessions are conducted by IQM2 Software and Technical Specialists. IQM2 believes in ensuring that the IQM2 client family has all the necessary tools and support to enhance their organizations. The City will also be able to utilize the on line IQM2 Support Center and public Knowledge Base for solutions and articles, downloading files, and login to the Self-Service Portal for case tracking.
carahsoft

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Packet Pg. 973 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft' s of Santa Monica
Virtual View: Below please find a virtual view image of MinuteTraq.

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These are some comments that will work with the Minutes Maker screen either during or after the meting. These am some comments that will work with the Minutes Maker screen either during or after the meting.

How MinuteTraq Will Improve the Processes
With the many tools that Minute Traq has to offer, the City will have the ability to improve its processes and become more effective. The following are some of the products the City will obtain by implementing IQM2:

Quickly and effectively draft Agenda Items/Resolutions with templates • Built-in spell checker
• Departments can draft, approve and submit their own resolutions via a simple click Complete Revision Tracking
• Topics can go through a sophisticated but intuitive approval process and with full audit log • Agenda Topics grouped under project headings for better organization • Fiscal impact tracking, document linking, and recipient tracking functions • Full MS word inte ration
Agendas easily created from approved resolutions with one click • Auto-number agenda topics/resolutions or conduct ad hoc Drag and drop agenda items, re-sorting to the City's needs Print full and public (summary) agenda at the same time • Automaticall Publish and Distribute to the Web Portal carahsoft 9

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Packet Pg. 974 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft' s to the of Santa Monica
One Click Agenda parsing as the City's starting point for minutes compiling Color coded text clearly highlights errors and items needing editing Simple interface streamlines minute entry and management Automatic time stamping transcribes the minutes
Create an index by sponsor, date, number, and category
Search Minutes quickly and easily
Can be automaticall u loaded to ublic viewin via Web Portal Automatic recipient tracking for letters of resolution, legal notices and more Create custom letters and emails for recipients with one click Email custom letters from within MinuteTraq
Generate hundreds of custom documents in minutes
Include sign-off sheets for specific recipients
Records every document each recipient receives with date and time stamp Complete meeting information automatically uploaded to public access website Public data will be instantly synchronized for citizens to search Citizens will have access to meeting dates, agendas, minutes, legal notices and more

2. Explain if the system can maintain bookmarks and links when exporting to the web where links exist in documents.

This is basic functionality in the proposed system.

3. Explain how the automated process for minutes and follow up actions are prepared and/or populated and tracked from the discussion and source documents.

This is easy functionality for IQM2's proposed system. With a simple click, pre-configured minutes templates are populated. Additionally, follow-up actions can be configured to automatically drive IQM2's Work and Project Planning functionality that can track and assign projects to staff. This works in conjunction with IQM2's letter factory to automatically drive notification of meeting decisions/outcomes to various third parties with pre-setup verbiage and templates. The way IQM2 indexes /tracks data by linking all topics and supporting documents by topic and/or project makes this very simple and powerful.

4. Explain what functionality is provided to manage contracts and professional service agreements that result from decisions on staff reports presented to Council.

IQM2 provides a unique and special financial and budgetary tracking component of the proposed platform that allows for very granular fiscal tracking but can also be used to manage contracts as they relate to decisions or follow up activities stemming from the Council meetings or decisions.

5. Explain what functionality is provided to manage meeting activities (motions, video streaming, video/audio clip referencing in minutes, etc.)
carahsoft 10

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Packet Pg. 975 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft's of Santa Monica
This is one of the unique benefits of utilizing IQM2's end to end platform which also includes the MediaTraq government video streaming solution and electronic voting system, eBoardroom. The seamless linking of meeting data to video is extremely beneficial. IQM2 has also taken government video streaming to a far more innovative level with cross platform, HD live and on-demand streaming with DVR functionality.

6. Discuss possible conversion/migration process of old agendas, minutes and reporls.

As a special incentive to the City of Santa Monica, IQM2 will migrate the City's old agendas, minutes and reports for free. IQM2 believes this makes for a more powerful Legislative Database and drives efficiency on many fronts, including public information requests and data mining.

7. Please walk through the process, from generation of a staff reporl to the creation of a public document.

Since IQM2 will pre-configure all of the City's templates, staff report templates and workflow steps, it is a simple process:

1. Designated Department staff members select their appropriate category and enters in basic information.

2. The request then follows whatever simultaneous or chronological workflow and routing process desired, if any.

3. Approved staff reports flow to the Clerk Lock, at which point the agenda can be automatically generated and published with a click. This will automatically post the approved document to the portal and deliver the document to pre-determined users who may want to receive the document or information in a different medium.

Please note that there is a lot of other ad hoc functionality available if desired, including simple drag and drop functionality to re-order agenda and last minute or walk on request. Regardless the generation or re-generation is a simple click.

8. Explain the system's reporling functionality, specifically, how to generate a forward-looking reporl of al/ council meeting agendas and staff reporl items for a six month period of time.

IQM2 is known for furnishing very detailed and granular reporting tools that is made easy by the way it looks at data. The report below is a basic one-simply enter in the time frames desired and run report.

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Packet Pg. 976 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft's to the of Santa Monica

9. Explain how a staff report approver will delegate a colleague when s/he is away.

This is simple "Designee Setting" that can be changed by a click by those users with the right permission levels.

10. Explain how a staff report approver can edit a staff report.

This is quite simple and in fact speaks to one of our truly differentiating qualities. IQM2 is the only solution that offers a full integration with MS Word to allow users to use all of the formatting functionality while in the system. Even if users forget to save, IQM2's system automatically takes care of this. The staff report approver can do one of two things: make the change themselves by modifying the staff report in the system or reject the item and provide the changes they want to see. The proposed system can capture each change in the system for traceability and tractability purposes should anybody ever be inclined to see who changed what and when.

11. Demonstrate with screen shots how the end user portal wlll_ exist on the City's website:
http:llwww.smgov.net!departmentslc/erklagendas.aspx.

Please see below for a real world example for a few local California governments. • City of San Bernardino, California: Meeting Portal
sanbemardinocityca.iqm2.com/
• Meeting Portal - The County of Santa Clara, California sccgov.iqm2.com/
IQM2 is often informed by governments who migrate after investing in other agenda management or video streaming products that the way information is presented on the web is far superior to what they were using or have seen frorn the other solutions.

12. How does the system add additional templates or users after the initial installation of the software and will it disrupt the system whlle they are being added? This is a simple process and will not disrupt system in either case. The City has two options:

1. The City can call lQM2 to build a template free of charge.

2. The City build it itself by simply clicking New Template.

13. What are the costs for adding additional templates? Additional users? In the special model IQM2 is offering the City of Santa Monica, there are no additional costs for additional templates and no additional costs for additional users and no data storage limits.

14. Do you provide integration with Lasertiche? If so, what are estimated costs and functionality options?
Yes, and there is no cost. IQM2 has built useful functionality that allows this to occur with carahsoft 12

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Packet Pg. 977 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carnhsoft' s to the of Santa Monka
Laserfiche, as well as other document management companies.

15. Who make up the implementation team and what is their relevant experience setting up similar systems in peer institutions?
The following Implementation Project team is comprised of individuals who have least five years of software training. Each of them have managed systems and projects with larger local governments in California.

16. Explain any minutes preparation functionality available with your system or as an add-on module.

The IQM2 Minutes Maker tool is included at no additional cost. MinuteTraq's Agenda Wizard and the Minutes Maker tools work hand-in-hand. The only difference between the two is that the Minutes Maker is looking for actual information, vote records and Verbatim or summary comments.

The IQM2 Minute Maker tool was designed to be used live at the meeting by a clerk or staff member. The entering of vote results, attendance records and follow up actions are swiftly and efficiency completed. This empowers the clerk/staff to easily keep pace with the meeting to accurately record all items. The IQM2 Minutes Maker is frequently used along with MediaTraq, the streaming video module, it can be used as a transcriber allowing verbatim notes to be completed after the meeting as well. The video is automatically time stamped and indexed to allow the transcriber to be able to move from item to item quickly and efficiently. The approval of the minutes can be configured in a variety of ways as IQM2's intention is that the system will be tailored to how the City does business. For example, if the City approves minutes before a meeting in a closed session, the system can be set up to do so, if minutes are approved at a meeting after a vote, it can be set up in that fashion as well. Initiating an audio-only clip can be easily accomplished by extract the audio from the video.

Hardware and Software

17. What web browsers/versions does your system supporl? IQM2 has yet to find a web browser the proposed system cannot support. carahsoft

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Packet Pg. 978 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft' s of Santa Monica

18. What is the suggested hardware setver configuration and operating system? The IQM2 meeting portal is 100% browser based. Internal users utilize the IQM2 Smart Client which works just like a browser over the internet using HTTPS. But it looks and works like a Microsoft Office product with toolbars, menus and none of the issues commonly experienced by browser based products, including add-on tools, errors posting pages, viruses and spyware. The Smart Client was designed specifically so users can work on documents with Microsoft Word supporting all the rich features the MS Office suite offers.

In addition, it allows IQM2 to provide advanced functionality like a built-in PDF Printer, data caching for superior network performance and an easier interaction with the City's local file and document management systems. The Smart Client only requires an internet connection, just like browsers, and will automatically update itself. The Smart Client can be pushed out through a network via MSI or Click-Once deployment and only requires the .NET 2.0 Framework.

The IQM2 Smart Client offers all the pros of browser based applications with none of the cons and allows IQM2 to provide a user friendly solution for Meeting Management available today. This is typically a significant differentiating point of the IQM2 platform and why governments who have migrated from older products are shocked at the speed with which user adoption and migration occurs.

19. What are the complete hardware specifications?
Please refer to Question #21. Furthermore, the server hardware used by IQM2 uses redundant disk arrays (RAID) for disk failure

20. What are the requirements for the workstations that use this hardware or software? Please refer to Question #21.

21. What are the minimum PC requirements to operate software? Please see below for minimum PC and work station requirements:
• Computer/Processor Minimum: 600 MHz Processor
• Recommended: 1 GHz and 2GHz for Clerk
• Memory Recommended 1 GB RAM
• 2 GB for Win 7
• Hard Disk Space Recommended 1 GB
• Operating System Microsoft Windows 98, ME, 2000, XP, Vista, Win 7(32 & 64 bit)

Santa Monica City CouncilJune 14, 2022

Santa Monica City Council
June 14, 2022