Santa Monica City Council
June 14, 2022

22. If proposed system is not Saas, what are the recommended setver and database requirements? IQM2 operates under a Saas model.
carahsoft 14

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Packet Pg. 979 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft' s of Santa Monica

23. How are workflowlnotifications handled? What ancillary systems are used to supporl the product (i.e. Microsoft Exchange? What version?).

IQM2 recommends the City use the full integration with MS Word that the City is running Word 2000 (Word 9.0) or greater.

Security and Administrative Functions

24. Explain version control with your proposed system.

IQM2 schedules a Version Enhancement release for each quarter. They are free of charge and occur automatically unless this is not desired. They do not require professional services or involvement from the City of Santa Monica IT staff, unless desired. IQM2 schedules training with the users to review the enhancements and new functionality.

25. Explain archiving of revision history of information.

Revision tracking is one of the differentiating aspects of IQM2's platform. With a single click, users can choose any document or item and not only see all changes by who and when down to granular level, including date, time and person, but compare each document, if desired, on the screen.

Clients who have migrated from all other platforms share they have never seen this level of detail or functionality before. It is extremely useful in a variety of situations.

26. Indicate any system archiving capability (e.g. ability to move on-line data to off-line storage).

The IQM2 solution includes the IQM2 Data Archive Wizard which empowers City staff members with the requisite permission levels to archive data and move it off-line at their discretion or at predetermined times.

27. Describe backup and restore features.

All application data is encrypted, replicated and backed up in real-time to redundant datacenters across a private network using delta copy technology. Each customer database is independently backed up hourly and then replicated. Additionally, there is a nightly backup made to location.

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, reporls (both formal and adhoc) and agendas.

The IQM2 search functionality is another differentiating feature of the IQM2 platform. Full text search, keyword and multiple file extension searches are empowered. This also searches all media files as well as any document or supporting file type. IQM2 also offers Federated Search.

29. What is the maximum file size for individual attachments (ensuring no latency occurs)? There is no limit on file size.
carahsoft 15

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Packet Pg. 980 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft' s to the of Santa Monica

30. What is the maximum storage size for all information/data? There is no limit on storage.

31. Provide an architecture diagram of/he hardware and/or software systems.

Please find 1QM2's architecture diagram below.
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Packet Pg. 981 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft's of Santa Monica

32. Provide a listing of recommended training schedules for implementation including for System Administrators and End-User.

Please refer to the Implementation Plan and Training Guide in the Attachments section of this response.

33. Discuss the process for configuration including the various roles required for implementation and support.

This requirement is simple as the responsibilities fall mainly on IQM2. IQM2 breaks these down by user roles and then discusses permission levels and desired access during the Discovery Phase.

The bulk of the users fall into the preparer role and adoption is immediate since they simply need to learn how to click. Then IQM2 has the Power User Role which is typically in the Clerks department and they often have super user access and privileges. IQM2 also has approver roles which often overlap with preparer and they have Council role views.

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.

Yes, IQM2's eBoardroom offers both Virtual sign up before the meeting or during, as well as kiosk based sign up at the meeting.
carahsoft 17

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Packet Pg. 982 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft's to the of Santa Monica

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 of the project schedule. The project schedule must provide a week-by-week schedule and include a listing of key activities, deliverables, and dates.

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.

Please find IQM2's Project Plan on the following page.

Please refer to the Implementation Plan and Training Guide in the Attachments section of this response for a Schedule of the proposed project.
carahsoft 13

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Packet Pg. 983 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Project: M2 Suite Implementation
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Packet Pg. 984 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt n
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Packet Pg. 985 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Carahsoft' s to the of Santa Monica
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.

IQM2 is offering the City of Santa Monica, California its special No-Risk Model. • No Upfront Costs
• Training and Implementation included
• Unlimited Users and Meeting Groups
• Unlimited Storage
• 24/7 Support by IQM2 Software Experts
• Unlimited Access to the IQM2 Training Academy, including live on-ongoing weekly training sessions conducted by IQM2 software experts. Additionally the City of Santa Monica can request their specific topics and areas for IQM2 to conduct special training, including new user training, specific topic training; new elected official training, etc ... • City can stop at any time if they do not see the returns IQM2 is confident in offering the optimal Legislative Management solution for the City of Santa Monica.

Furthermore, this places the responsibility fully on us to ensure the City's satisfaction and success each and every day.

The vendor must provide a detailed itemized cost breakdown of the following categories:

1. Software licensing and annual renewals
The cost for Minute Traq, which is the component of the platform that these requirements are specifying, is very simple and straightforward. Due to the special No Risk model IQM2 is offering the City of Santa Monica, the cost for MinuteTraq is $1,377.85 per month. All upfront costs have been waived and there are no hidden or ancillary fees. This includes full formal training and implementation as well as ongoing 24/7 support.

Important Note: IQM2 will also incent the City of Santa Monica to migrate their current video streaming program currently being furnished by another provider and use IQM2's innovative MediaTraq tools by reducing the current video streaming costs by 50%. These saving could now be used to help substantially fund this initiative. IQM2 will also migrate historical documents and videos for free. This has proved extremely fiscally rewarding for the few governments we offered this to.

2. Professional services for installation/configuration, travel costs to be included There are no costs for professional services for installation/configuration. Travel will be billed at cost.
carahsoft

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Packet Pg. 986 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft's to the of Santa Monica

3. On-site training ( specify costs for system administrator training and end-user training) There is no cost for on-site training (excluding travel costs) if necessary. IQM2's business goal is swift user adoption to drive a long term relationship and its intent is not to focus on frontend professional services revenue that causes complacency. IQM2 often hears from migrated governments that they were particularly frustrated with the upfront license and start 0 up costs they were required to pay and which never materialized into what they were promised. This is the same reason IQM2 offers monthly terms which we fill price fix for a period of time, if desired.

4. Rates for additional trainings
There will be no cost for additional trainings. IQM2 is providing the City of Santa Monica access to the IQM2 Training Academy for unlimited free on-going training. This is staffed by IQM2 software experts and the City of Santa Monica can request the training topics they desire at their discretion.

5. Fee schedules for trainers and hourly rates for customization of product This does not apply to IQM2's pricing model.

6. Annual service and maintenance for five years
The standard fee of $1,377.85 per month will be the cost per month for five years.

7. All other miscellaneous costs not listed above
There are no miscellaneous costs for the proposed solution.

The City reserves the right to select any or all of the components above, or that are included in the proposal.
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Packet Pg. 987 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) of Santa Monica
REN
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.

Please see below for IQM2 references.
carahsoft
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Name/Title
Address
Phone
22795 Barton RcL . . . . GrandTerrace,CA923j3
:21

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Packet Pg. 988 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft' s of Santa Monica
ca rah soft

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Packet Pg. 989 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft' s to the of Santa Monica

EQUIPM NT S ECIFI NS
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.

This section is not applicable to IQM2's proposed system. carahsoft

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Packet Pg. 990 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carahsoft' s to the of Santo Monica

IN SUMMARY
Carahsoft and IQM2 Inc. appreciate the opportunity to offer this solution for the City of Santa Monica's initiative.

Carahsoft and IQM2 have proposed a superior and cost-effective solution that not only fully complies with the City's requirements but offers functionality to further boost the success of the program. Carahsoft and IQM2 understand the importance of your project goals and are confident you will benefit from this solution and our expertise.

Carahsoft and IQM2 look forward to the opportunity to demonstrate this functionality to the City stakeholders, as well as the opportunity to work with the City of Santa Monica on this project. ca rah soft 24

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Packet Pg. 991 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Carnhsoft' s of Santa Monita
Please find the attachments below on the following pages:
• Attachment C: Non Collusion Affidavit
• Attachment E: City Policy on Doing Business with Arizona Firms • Training Guide
• Implementation Plan
Please note that Carahsoft and IQM2 are not submitting Attachment G: Personnel Benefits. This proposal is for software and outside of Implementation, Training and Ongoing support. This is not an outsourcing engagement, and thus, Attachment G does not apply.
carahsoft 2S

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Packet Pg. 992 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM I REQUEST FOR PROPOSALS

ATIACHMENT C- NON COLLUSION AFFIDAVIT TO ACCOMPANY
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES }

PROPOSALS OR BIDS
~M=e=l=an...,y~L=·~S=m=i=th~------~· being first duly sworn, deposes, and says: that She/He is:

Dir ctor
(Insert "Sole Owner," "A Partner", "President," "Secretary," or other proper title) of, _ __,c,..2 ... r,..ab~.s""'o,.,ft.,.Tu.e.,.cb ... o..,o"'"l.,_,,ogy&i'-C"""-'or4p,.._. ----------------------- (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. 993 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.

Melany L. Smith, Carahsoft Technology Corp.

Name of Bidder
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I

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Packet Pg. 994 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

AGENDA MANAGEMENT SYSTEM ( REQUEST FOR PROPOSALS

ATIACHMENT E- CITY POLICY ON DOING BUSINESS WITH ARIZONA FIRMS

CITY OF SANT A 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. 995 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) CITY OF SANTA MONICA CiWM
Sauta 11ttnhHt"'

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 [xi 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 [lg 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: --"-'N""'A'""---------------------- Street Address: _________________________ _
City:------------ State:. ______ Zip Code: ___ _
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Packet Pg. 996 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 Ohder the laws of the State of California that the foregoing is true and correct.

Signed:

Printed name: Melany L. Smith Title: Director
Name of Company: Carahsoft Technology Corp.

Street Address of Headquarters: 12369 Sunrise Valley Drive, Suite D2 City: . Resto n State: __ V_A ___ Zip Code: _ __;;2c:.0"'19_1 __ _ Telephone# (including area code): 703.871.8500 Email: [email protected] FOR Cl1Y USE ONLY
NOTES:
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Packet Pg. 997 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

INTELLIGENT MEETING

MANAGEMENT
IQM2 Training and Implementation
Overview
IQM2 Inc.
90-D Raynor Avenue
Ronkonkoma, NY 11779
(631) 619-2017
MediaTn1Jq™

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Packet Pg. 998 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) IQM2 Customer Training Program
IQ
lNHtUGf:.NT MUTING MAN1\QEMtNl
The IQM2 training program follows a structured lesson plan model in which new customers are trained using 90 minute sessions. The sessions cover all the essentials to get up and running as efficiently and quickly as possible and use a "Train the Trainer" approach over a 4 week process with 2 meeting cycles. The training is geared to work with lto 3 people who become the Power Users and also internal trainers. After the essential training is complete and the customer is using the software, IQM2 and the Internal Trainers train the submitters, approvers and board members. After going live, additional training is provided for advanced functionality through the IQM2 Training Academy. •
•
'
•
•
•
•
•
Train the Trainer approach
1 to 3 Power Users become Internal Trainers
4 Week Process (2 Meeting Cycles)
90 Minute Training Sessions, 60 Minute Review Sessions
Submitters & Approvers Trained by IQM2 & Power Users
Essentials are covered to get up and running quickly
Advanced Topics covered after your Live
Free ongoing training through the IQM2 Training Academy Remote Training Environment
The IQM2 training program uses remote training tools (GoToMeeting and TeamViewer) to train users.

Users are asked to connect and dial-in from their desks and to use a "Do Not Disturb" sign if necessary. Before training begins IQM2 asks that all users have the software installed on their desktop or laptops and a confirmation that GoToMeeting can be used. • GoToMeeting (please confirm it works)
• Users are trained at their desks or in a group conference room. • Install Software before Training

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Packet Pg. 999 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) User Roles
IQ-·
JNHllHiENT MEETING MAN1\\J[M[NT
For the purposes of planning IQM2 will categorize the users of the system into the following roles:
• Power Users (PU) - The Power Users will be involved throughout the ENTIRE training process. They are involved in the initial setup decisions, training and become the Internal Experts of the IQM2 so~ware.
• Agenda Clerk (AC) - The Agenda Preparer builds and posts the final agenda for a meeting.

They are always in the Power Users group but there are sessions that are ONLY for the Agenda Preparers.
• Minutes Clerk (MC) - The Minutes Preparer inputs the votes and comments of the meeting and then generates the Minutes. They are always part of the Power Users group but there are sessions that are ONLY for the Minutes Preparer.
• Project Manager (PM) - In larger organizations there may be a project manager who is responsible for coordinating the project and may become the Internal Trainer. They are always in the Power User group.
• Submitters & Approvers (SA) - Submitters are the users within the departments that are submitting agenda items. Approvers are typically the users and managers within the workflow that are approving agenda items prior to them being added to the agenda. The Power User group may sometimes contain 1 or 2 key submitters or approvers. • Board Members (BM) - The Board Members may want to be trained in how to access the agendas, search, log in to get confidential information and make sticky notes. • Information Technology (IT) - A technical individual from the City is typically used when something needs to be installed or the Website updated or for MediaTraq network settings need to be set up.
• Audio/ Video (AV) - The A/V person is responsible for the audio and video equipment.

For MediaTraq, the encoder needs to be plugged into the Audio and Video equipment. This person can often be an outside consultant who initially installed the equipment (for professional setups) or may be someone who simply operates the camera equipment during the meetings.

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Packet Pg. 1000 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) MinuteTraq
IQM2 starts with a discovery and planning session where the entire project timeline is set and then the City's system is set up and configured. During the first 2 weeks of training, IQM2 covers submitting, approving and building the agenda for the upcoming Parallel meeting. By week 3, the parallel meeting is taking place, the minutes are being completed and training of the preparers takes place so that submitting for the Live meeting can begin. In week 4, the customer is generating the agenda for the live meeting and if necessary, the board members are trained, Pl:imning
60 Minutes - Power Users
The IQM2 Planner shall produce a calendar of the training and events working around the City's meeting cycles, availability and the availability of IQM2 trainers. All key people are asked to bring their calendars to this session so vacations and other scheduling conflicts can be avoided. After approving the dates and times a full project plan and meeting invites will be sent and accepted by all individuals. Tasks: Project Calendar & Project Plan. Meeting Invites Sent and accepted.

Setup
2 Days - IQM2 Staff
IQM2 staff will prepare the system with basic users, departments, file types, categories, standard templates and any other information necessary to complete the lessons. Before the Discovery Session, IQM2 will do as m.uch setup as possible from the City's website or emailed documents.

Discovery Session
90 Minutes - Power Users
During the setup phase, IQM2 will have a Discovery Session to ask a series ofquestions and provide explanations as necessary to key Power Users and decision makers. The gathering of the information will allow IQM2 to finalize the configuration of the City's system in preparation of the training. This is the City's opportunity to let IQM2 know all concerns or unique information about the City - but don't worry IQM2 personnel are experts at this.
• Discovery Check! ist

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Packet Pg. 1001 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Software Installed
IT Staff
Customer IT Staff should have the software installed and deployed for the Power Users, at a minimum, so training can begin.
• Smart Client Deployment Guide
• IQM2 Downloads
Demo, Review & Approval of Setup
90 Minutes - Power Users
After tweaking the setup, IQM2 staff will demo the City's personalized system and then review workflow, templates, output and setup for the City's approval before beginning the training. Further changes may be made as the City trains.

Session 1 - Overview of Concepts, User and Department
Creation
90 Minutes ·- Power Users
Session 1 deals with Getting Started, Overview of menus and toolbars, Lists, User Manager, Permissions, Creating Meetings and importing older agendas and minutes. Tasks: Setup any users or departments missing with appropriate permissions. Add meetings for current year and last year, then upload agendas and minutes for previous 6 months.
• Training Video: Installing and Logging into MinuteTraq [4 min] • Training Video: Navigating MinuteTraq and the Support Site [5 min] • Training Video: Creating and Editing Users & Permissions [10 min] • Training Video: Creating Meetings, Meeting Types and Locations [5 min] Session 2 - Creating Agenda Items
90 Minut:es - Power Users
This lesson delves into basic drafting, submitting, adding and updating attachments, statuses, tracking changes, locking, placement, print preview, confidential information, Communications, PDF printer and Edit in Word. Tasks: Submit all agenda items you have for upcoming parallel meeting. • Training Video: Creating a Basic Agenda Item [7 min]
Session 3 - Approving, Rejecting, Searching
90 Minutes -- Power Users
The third session goes over Work Items, approving, rejecting, signatures, email notifications, approver permissions, delegates, workflow designer, stage groupings and Searching. Tasks: Continue submitting any agenda items for parallel meeting.
•
•
•
Training Video: Workflow Part 1 - Approving and Rejecting [6 min] Training Video: Workflow Part 2 - Tracking Changes, Adding Work Items & History [6 min] Training Video: Searching and Reporting [6 min]

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Packet Pg. 1002 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Session 4 - Agenda Wizard & Publishing
90 Minutes - Power Users
IQ
INTH-l!Gli.NT MHTI-NG MANAGl.M1'.N1
In Session 4, IQM2 personnel explain agenda outline tasks such as auto fill, adding/ removing items, attachments, statements, motions and sections; minutes approval; consent; generating; viewing; publishing/ web portal; distribution email; tagging; Web agenda; sticky notes and split view. Tasks:

Build the City's agenda for parallel meeting. Send distribution email. Get board approval of agenda. •
•
Training Video: Agenda Wizard [8 min]
Training Video: Generating, Finalizing, Distributing & Publishing the Agenda & Minutes [5 min]
Session 5 - Minutes Maker & Web Portal
90 Minutes - Power Users
Session 5 goes over minutes auto-fill, roll call, votes, comments, generating, publishing, add-ons, flags, amendments, Define Vote Results, Speaker Sign-up, Public Discussion, Board member profiles, voting history, web search, item detail page, web calendar, auto-backup and restoring. Tasks: Finish minutes for all items and generate.
• - Training Video: Minutes Maker [9 min]
• Training Video: Generating, Finalizing, Distributing & Publishing the Agenda & Minutes [5 min]
Session 6 - Open Session / Advanced Topics
90 Minutes ---- Power Users
IQM2 personnel go over Searching, Reporting, Notices, Public Hearings, Save Reasons, Input Templates, Agency Settings and Advanced Features. Tasks: Complete a meeting from start to finish in Parallel.

Historical Document Import Completed
Any historical agendas, minutes and other documents are imported.

Web Portal live
Webmaster
Customer website button or link at top-level navigation is completed. Board member pictures, header refinement, template customization are handled. Historical Agendas and Minutes for the current year are posted and all test data is removed.

Parallel Agenda - Build & Post
60 Minutes - Agenda Preparer
The IQM2 staff will follow along as the City builds and posts agenda for the first time.

Parallel Meeting
The Parallel Meeting sees the presentation of the final agenda, packet and web portal to the board.

Minutes are prepared in Minute Maker tool.

Parallel Minutes - Build &. finalize
60 Minutes - Minutes Preparer
The IQM2 staff will follow along as the City finishes minutes.

Press Release
A Joint press release is sent out to raise positive awareness within the community.

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Packet Pg. 1003 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Session 7 - Preparer Training
2 Hours -- Department Su/Jmitters & Approvers
IQl\/[:2
JNTl:ll!GE.NT MHTL"ic; MAN,\GlMtNT
The seventh session delves into submitting agenda items, approving, dashboard and searching broken up into groups up to 5 users. Tasks: All users begin submitting and approving agenda items for Live meeting coming up using MinuteTraq.
• Training Video: Creating a Basic Agenda Item [7 min]
• Training Video: Workflow Part 1 - Approving and Rejecting [6 min] • Training Video: Workflow Part 2 -Tracking Changes, Adding.Work Items & History [6 min] • Training Video: Searching and Reporting [6 min]
Training Survey
IQM2 likes to get feedback from users to follow up with individuals who may need some extra help or attention.
live Agenda - Build & Post
60 Minutes - Agenda Preparer
The IQM2 staff will follow along as the City builds and posts the agenda for the second time.

Board Member
60 Minutes - Power Users & Board Members
Power User group teaches Board members how to download agenda, access information on web portal, make sticky notes and use split view.

All preparers will have submitted items for this meeting. 90 Minutes - Minut:es Preparer
The IQM2 staff will follow along as the City finishes the minutes for the Live meeting.

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Packet Pg. 1004 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) MediaTraq
Preparation Work
1 Week -- IQM2 & IT Staff
IQM2 Staff will prepare the system with basic users, boards and committees, and the encoder setup for the MediaTraq product. IT Staff at the City will set up the NAT Configuration and Firewall Configuration necessary as per the Customer Setup Checklist for MediaTraq. Check Encoder for connection from primary meeting location.

Hookup Session
90 Minutes - IT/Network & Audio/Video Staff
IQM2 & customer IT Staff setup the encoder on the network and with the A/V equipment. A series of tests are run to make sure all streaming, archiving, remote start and other features work. • MediaTraq Hookup Checklist
Session 1 - Overview of Concept, User and Board setup
90 Minutes - Power Users
Session 1 provides an overview of menus and toolbars, User Manager, Creating Meetings and importing older agendas and minutes. Tasks:. Set up a three users and set up two departments. Add meetings for current year and last year then upload agendas and minutes for previous 6 months.

Session 2 - Recording and Uploading a Meeting
90 Minutes -- Power Users
Basic running of MediaTraq, Uploading Media, Media Vault, Media Event, Media Event Types, Transcoding, Remote Start, Pausing and Download Setting is dealt with in this session. Tasks: Record a test meeting, set up a new media event and upload an older video or audio file.

Session 3 - Importing the Agenda and Minutes Maker
90 Minutes - Power Users
Session 3 goes over importing and parsing the agenda, roll call, votes, comments, new sections, dragging and dropping, motions, statements, generating, viewing, publishing, defining vote results, time stamping and synching media points. Tasks: Import an agenda into the system and create the minutes document. If possible practice time stamping to a view and synching to that video.

Session 4 - Web Portal & follow Up
90 Minutes - Power Users
The fourth session delves into web agenda, minutes and agenda packets, media and calendar tab, searching online, board member profiles and vote history. Tasks: View the web site and run search, go through and upload 2 Media Events.

Parallel Meeting
60 Minutes -- IQM2 Staff & Minutes Preparer
Agenda is imported and posted, Meeting is recorded live, Minutes Maker is used to timestamp agenda items, Archive is uploaded and Minutes are generated.

Web Portal live
Web master
Customer website button or link at top-level navigation is completed. Board member pictures, header refinement, template customization. Historical Agendas, Minutes and Video from the last current year are posted for at least current year and test data is removed.

Press Release
A Joint press release is sent out to raise positive awareness within the community. live Meeting
60 Minutes - IQM2 Staff & Minutes Preparer
The live meeting is the same as a parallel meeting.

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Packet Pg. 1005 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) E-Boardroom: Optional
Preparation Work
1 Week - IQM2 Slaff & Minutes Clerk
IT Staff will set up multiple windows based tablets or pc's for board members to use. IT Staff will also setup a clerk PC to function as the E-Boardroom server and control the Audience Display. IQM2 Staff will provide instructions on setting up the MinuteTraq client to function as an E-Boardroom PC.

Session 1 - Starting and Controlling !:-Boardroom
90 Minutes -- Minutes Clerk
Starting E-Boardroom through Minutes Maker, timer settings, audience display, set current item, eVoting, Signing into E-Boardroom, speaker queue, using the E-Boardroom Client, Speaker Sign-Up Kiosk. Tasks: Stage a mock meeting using E-Boardroom to get comfortable with the flow of the system.

Session 2 - Mock Meeting
90 Minutes -- Minutes Clerk & Board Members
Internal staff running through a full meeting process
Meeting

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Packet Pg. 1006 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) INTE LlIG ENT MEETING

MANAGEMENT
City of Santa Monica, CA
MinuteTraq™ MediaTraq™
Advanced Implementation Steps

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Packet Pg. 1007 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) M2 Open Suite Platform Implementation
Advanced Implementation Steps
Phase I: Remote - Preparation and Testing
• Laying the Groundwork
IQM2.com
In the beginning of the implementation process a number of essential steps must take place.

IQM2 will first conduct a Turnover Meeting to introduce the Implementation Team and to begin the process. The meeting's discussions will start to define a Charter for the upcoming project. It is important to establish what the City's vision is regarding the outcome of the project. Once a vision is defined IQM2 and the City can lay out the objectives and develop an agreed upon timeline. The City's vision will also help to confirm the deliverables so that expectations can be met. IQM2 and the City will discuss in detail the roles of both sides of the project; how IQM2 staff will lead the project and transition this lead to the City's project team over the course of the project.
• Appoint Project Team
Establishing a Project Team is a very important step.
• Executive Sponsor: The most important member of the team is the Executive Sponsor. He/she will be someone from the executive staff who will oversee the project and provide firm guidance when necessary.
• Project Champion: Having the right Project Champion is key as this is the owner of the project on a day to day basis. The Project Champion will be the go-to person throughout the project.
• Project Team: The Project Team should be assembled to support the Scope and Objectives of the project. The number of members and their origin will be determined by the project goals.
• Physical Environment
The workspace environment will also need to be addressed.

1. Will there be a training room?

2. Will there be hardware for each participant to use in training?

3. Will there be access to necessary staff throughout training periods?

4. Will there be the use of a presenter PC (laptop) and a projector? IQM2 will need to set up a communications plan so all methods of communication are known by all.

1. What is the preferred method of communication; email, phone, etc.?

2. How will IQM2 and the City work together remotely; go to-meeting, Connect, etc.?
IQM2 and the City will need to share all contact information to ensure there will be no disconnects. The implementation methodology will be documented later in this guide as well as

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Packet Pg. 1008 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) M2 Open Suite Platform Implementation IQM2.com
in the Implementation Schedule Outline. The project timeline will be defined in Microsoft Project and displayed in a number of formats.
• Quality Plan
The best way to ensure a successful implementation is to plan the necessary time and stick to the plan. After identifying the team we will assess availability and create a project calendar.

When resources are assigned to the calendar they will be put all together in MS Project to create the end to end implementation timeline. Adherence to this timeline is essential for a successful project.

A high level demo of the MinuteTraq system is done utilizing the sales demo system. The purpose of this is to engage all members of the Project Team by allowing them to see where they fit in the process. All too often the Project Team members are not part of the buying decision and will not have seen the system prior to now.
• Risk Plan
Even with the best of plans, every undertaking has an element of risk. The goal is to minimize the risk factors to maximize success. There are some known risk factors and of course there are those that come up along the way. The common ones will be identified to work towards avoiding them; any of the others will be dealt with as they arise. • Plan Acceptance
At the completion of each phase of the implementation process IQM2 and the City will need to go through the judgment criteria specific to that section and determine if the project is ready to move on to the next phase. When that is accomplished, IQM2 and the City will complete an acceptance form stating the agreement and listing any remaining stipulations. This is also a good time to review the upcoming phase and make sure the expectations are realistic and adjust proactively if necessary.

Phase II: (Core Group) - System Testing and Configuration • Build Deliverables
Prior to start, information is sent to IQM2 based on what was requested in the Implementation Schedule Appendix. The agency will be created with some configuring and information input into the system. The rest will be done as part of the training process. • Review Deliverables
A Kick-Off meeting will be held so all project members have the opportunity to meet. A demo of the system is done to show the Project Team the status of the agency and for the first time they see their agency specific data in action. All necessary changes are made to make sure all requirements are met.

Page3

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Packet Pg. 1009 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) M2 Open Suite Platform Implementation IQM2.com
• Quality Management
To ensure that the project stays on track and that any new or unresolved issues are taken care of, the Project Champion will constantly monitor progress and compliance. • Change Review
If and when any new issues or concerns arise, they will be documented by the Project Champion and reviewed with the team for possible solutions. First the team will pursue the easiest, most logical solution; which often is to make slight changes to the process to make current application features fit. This is the fastest, most cost effective solution. When current features cannot satisfy the need for change IQM2 and the City will investigate the possibility of enhancements.

Enhancements, when available, are time consuming and can negatively impact progress.

Whatever method is used to satisfy the issue, it must be approved by all those necessary. • Risks Assessment
Whenever a deviation to the plan takes place, whether it is a timing issue being rescheduled or a process issue being resolved, the overall effects it will have on the project must be assessed. If IQM2 and the City accept the proposed change, it is important to investigate the negative effects it will have on the project versus the positive effects it will have on the issue. Upon weighing this out, the team will make a decision to accept or deny the risk. • Issue Management
To minimize problems when issues arise IQM2 and the City need to have a plan in place for resolution. First the team needs to investigate process change and then consider application changes. Being open to compromise and/or alternatives is the soundest way to go forward as it allows resolution with little or no negative impact to the project plan. Of course, first and foremost, the resolution must satisfy all parties.
• Acceptance Management
Once the agency has been built and configured, tried and tested, JQM2 and the City will sign off that all conditions have been met. The sign off will show agreement with the agency configuration as well as accepting the design and processes as those that the staff will be trained on. Any stipulations to the above will be listed and resolved in an agreed upon manner.

Phase Ill: Remote - Final Refinements
• Stipulations
When the configuration process is complete and signed off, there are times when stipulations are part of the process. These are corrections or updates that we agree to complete prior to the onsite training in Phase IV.
• Final Changes
All final changes to the process need to be aired and instituted. Once IQM2 and the City move on from this point, there shouldn't be any more change, so as to be consistent with the material in Page4

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Packet Pg. 1010 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) M2 Open Suite Platform Implementation IQM2.com
training. When the users are presented with the MinuteTraq system for training, the configuration and process should be locked down.
• Review Plans
A last review will be done on all plans to make sure they still fit. Although IQM2 and the City will most likely not want to change anything from this point on, it's best to take one last look and weigh any possible changes versu.s the risk.

Phase IV: User Training and Go Parallel
• Sub-Phase 1
During this Sub-Phase IQM2 will be showing everyone involved in the upcoming training a demo of the system as configured so they will understand what the goals are and where they fit in.

Following the demo there will be a quick session with the system administrators and managers to mal<e sure they are prepared to support the system. IQM2 will then begin the first submitter training. The key focus of the submitter training will be creating legislative files. Topics ranging from selecting the proper template to submitting the file will be covered. IQM2 begins with a simple, basic file and end with a complex entry including all available features. • Sub-Phase 2
IQM2 begins this Sub-Phase by repeating the submitter training and then focusing on creating agendas. By utilizing the legislative files created by the submitters, our first agenda will be created. The feature in Minute Traq for creating agendas is called the Agenda Wizard. The Agenda Wizard allows for the creation of default outlines that are specific to a meeting group or type. The City will learn how to create these default outlines which ultimately will provide for the automation of the agenda process. Once the agenda outlines are created they are generated to a finished agenda printout. To complete the process the City will learn how to publish to the web portal and distribute copies to predetermined distribution lists. • Sub-Phase 3
The next step in the process is to record all of the happenings of the meeting, which include the roll call, meeting comments and the vote results. The Minutes Maker is the tool in MinuteTraq • that manages this part of the process. The City will learn all of its features through to the point of publishing and distributing; which is basically the same as in the Agenda Wizard. The second part of this Phase will be used to enter parallel data for an upcoming meeting. This will allow the City to use the MinuteTraq meeting process with real data and compare it to an actual meeting.

Based on the success of this the City will be able to begin to focus on a live meeting. • Sub-Phase 4
During this Phase of training IQM2 will check in with all people and departments that were trained to make sure that everyone is comfortable with the system and that no questions remain unanswered.

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Packet Pg. 1011 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) M2 Open Suite Platform Implementation IQM2.com
• Training Completion Acceptance
As IQM2 concludes the training and have confirmed with all parties that IQM2 has achieved its training goals, IQM2 training staff will do a sign off that demonstrates Training Completion Acceptance.

Phase V: Remote - Parallel Meeting and Go Live Preparation • Parallel Meeting
The Parallel Meeting involves dual entry of data for an upcoming meeting. The meeting documents are created both in MinuteTraq and by the current process. If the MinuteTraq documents have successfully succeeded the current process IQM2 and the City will go to the meeting with those. If the documents still need further refinement, IQM2 and the City will go to the meeting with the legacy documents and make sure any issues are corrected prior to the next meeting.
• Status Meeting
Following the Parallel Meeting a Status Meeting (conference call) is held to discuss the meeting outcome. If necessary there will be another Parallel Meeting, but in most cases IQM2 and the City will be able to move on to going live with the system. At this point IQM2 and the City agree on the Go Live Meeting date.
• Start Go Live
Starting the Go Live process basically puts the agency 100% in MinuteTraq mode; there is no reason to go back and produce any documents using the legacy method. If any issues come up they will be addressed immediately so there are no voids in the system. • Web Portal Link
Once live documents are created and are part of the system, the next step is to make them available to the public via the IQM2 Web Portal. The Web Portal is a place where they can view meeting documents by the calendar, search for resolutions, ordinances, and any other type of meeting document and if media is available, search and view that. There are a number of ways that the Web Portal can be seamlessly integrated with any current web site.

Completion Review - Live Status
• Status Call with Project Te_am
As Live Meetings are produced, questions and possible issues may arise. For that reason, IQM2 and the City will plan a follow up Status Meeting to make sure if any of these things do exist, that they are answered or resolved in a satisfactory manner and timeframe. IQM2 also appreciates feedback and would like to hear the success stories from a new, live customer.

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Packet Pg. 1012 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) M2 Open Suite Platform Implementation IQM2.com
Phase VI: (Optional) - Advanced Functions
• Suggested Advanced Function Training Topics
The M2 Suite has many options and functions available, and many of these may not have been originally purchased and/or addressed as they are advanced features of the system. Once MinuteTraq has been successfully deployed it's a good idea to investigate what other features will fit the City and how to go about using them. A conversation with IQM2 staff will help determine what will best fit with the City's future plans as well as what else can be done to add additional efficiencies. Some of the Advanced Functions are listed below:
1) End User Reports (advanced), searching
2) Letter Factory
3) Legal Notices
4) Work Planner
5) Work Flow and Routing
6) Other Documents
7) Templates Concept and Methodology (Admin Users)
8) Tasks/Follow Actions (All Users)

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Packet Pg. 1013 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

EXHIBITC
Terms (See Attached)

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Packet Pg. 1014 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) G 'TvEFtl\J Sivil1..RTER
Government Meeting Management
Software
City of Santa Monica, CA
Submitted By:

Katie Dyer
Account Representative
IQM2 Inc.
100 Comae Street
Ronkonkoma, NY 11779
(631) 619-2017
8/13/2013

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Packet Pg. 1015 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) IQMZ, Inc. Terms, Conditions and Pricing for
City of Santa Monica
IMPORTANT NOTICE TO USER: IQM2, Inc. owns all intellectual property in the MinuteTraq, MediaTraq and EBoardroom software "Software". You shall not modify, adapt, translate, rent, lease or otherwise attempt to discover the Software source code. This Agreement wi!l be governed by the laws in force !n the State of New York.

1. Reseller Terms. The following terms are required to be included in all of Carahsoft's (Reseller) Software subLicense and Service Agreements and shall govern all End User orders for IQM2 sublicensed there under. All Purchase Orders and payments must be made out to Carahsoft Technology Corp.

2. Software License. This software program and the accompanying files, software updates, lists and documentation are licensed, not so!d, to you. You may install and Use a copy of the Software on your compatible computer for the purpose of connecting to the hosted service provided by IQM2 as !ong as you are a current subscriber and maintain your monthly or annual continued services for the app!icable licenses.

3. Continued Services

3.1 Updates and Renewals. If the Software is an Update to a previous version of the Software, you must possess a valid license to the previous version in order to use the Update. Corrections of substantial defects in the Software so that the Software will operate as purported will be rectified by IQM2.Customer agrees to install all updates, Including any enhancements, for the Software in accordance with the instructions provided by IQM2.

3.2 Service Level Agreement "SLA". Technical support is available twenty-four (24) hours per day, seven (7) days per week for the term of this Agreement. IQM2 policy requires a response from a support staff member within 60 minutes which will result (if necessary) in a formal submission of a case #. Client will be notified of estimated resolution schedule.

3.3 Hosting. IQM2 agrees to maintain customer data in a Tier-3 datacenter and is committed to providing 99.9% uptime and availability. IQM2 will perform nightly backups of your hosted data to an alternate physical location.

3.4 Ownership of Data. All hosted data belongs to the customer. At the request of the customer IQM2 will provide a backup of al! database information and files through a downloadable backup or DVD. IQM2 agrees to provide this service without charge at least once per year.

4. Payment Terms & Fees

4.lBilling Procedures. Saas Services of $11 377.85 per month blHing wiil begin upon project start date (first discovery call with trainer). Each subsequent payment will occur on the 1st or 15th of each month. IQM2 reserves the right to charge a 5% cost of living per year. Payment Terms are NET 30 Days. This agreement can be terminated at any time with 30 days prior written notice. Initial here. __ ~

4.2Travel Expenses. Travel expenses are not Included and will be invoiced separately.

4.3Hardware. IQM2 does not warranty any hardware. Should IQM2 ct1oose to furnish encoder hardware as part of our MediaTraq video streaming service at no additional cost, hardware warranty is through manufacturer repair or replacement only. Any hardware issues requiring new equipment not covered by the warranty will be billed to the client at cost.

5. Limitation of Liability. In no event will IQM2 be liable to you for any damages, claims or costs whatsoever or any consequential, indirect, incidental damages, or any Jost profits or lost savings, even if an IQM2 representative has been advised of the possiblllty of such loss, damages, claims or costs or for any claim by any third party. The foregoing limltations and exclusions apply to the extent permitted by applicable law in your jurisdiction. IQM2's aggregate liability shall be llmited to the amount contracted for the software, if any.

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Packet Pg. 1016 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

6. Pricing Structure:

SKU # Description Monthly Saas
IQJ~v12
!NTHUGENT MHTJNG M,\N;\Gl'Mf.NT
One Time
20·310 MinuteTraq · Unlimited
10-002 System Conflguration, Implementation & Training
Total--MonthlySaaS
$1,377.85 / mo
Waived/Included ... """""" .... """-·--"-·"···-····-------•.•...•.... """ ------- -···- Optional Additions (if adopted within the next 12 months):
21-310 MediaTraq - Unlimited $1,000 / mo
22·310 e-Boardroom • Unlimited $960 I mo
Contract Number 4476961
"All Products Purchased under this agreement are available via Electronic Distribution only. No tangible media or documentation will be available or shipped under this agreement. Access to the products purchased under this agreement is in no way dependent upon any tangible media that may have been received prior to, or separately from, this agreement.

To support the California sales and use tax exempt status of electronically downloaded software allowed under California regulation 1502 (F) (1) (D), vendor invoices for all purchases made under this agreement must accurately state that software distribution is solely via electronic download and that no tangible media or documentation will be shipped to or received by our agency."
City of Santa Monica, CA
Signature
Printed Name, Title
Date:

Please Sign Below and Send to:

KATIE DYER
IQM2 AT CARAHSOFT TECHNOLOGY CORP.
12369 Sunrise Valley Drive, Suite D2
Reston, VA 20191
Phone: (703) 889-9701
Fax: (703)871-8505
KATIE. DYER@CARAHSOFT .COM
Carahsoft Technology Corp.

Signature
Printed Name, Title
Date:

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Packet Pg. 1017 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) carab,~Qft '"'"''"'"''''-"j;;'/ \;'Joy
Billing Contact:

Billin Address:

Billin Email:

Billin Phone:

IQM2, Inc.

Signature s
Printed Name, Title
Date:

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Packet Pg. 1018 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

EXHIBITD
Professional Services Agreement 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.

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 (see footnote #1).

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

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. b. Primary Coverage (all policies): For any claims related to this Agreement, the Consultant's insurance shall be primary as respects the City of Santa

3.J.b
Packet Pg. 1019 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) 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 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 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

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Packet Pg. 1020 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) 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, the City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to the Consultant, the City may deduct from sums due to the Consultant any premium costs advanced by the City for such insurance.

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.

3.J.b
Packet Pg. 1021 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) FIRST MODIFICATION OF AGREEMENT NO. 9784 (CCS)
This First Modification of Agreement Number ____ (CCS) ("First Modification"), entered into as of 1'1'\0-1}- (¢ ____ , 2014, by and between the City of Santa Monica, a municipal corporation ~"City"), and IQM2, Inc. (IQM2) is made with reference to the following:

RECITALS
A. On or about October 7, 2013, the City and 1QM2 entered into Agreement Number 9784 (CCS) for professional, software, and web hosting services for an agenda management system ("Original Agreement").

B. The City and 1QM2 desire to modify the Original Agreement to foclude additional services to be performed by IQM2 to enhance the agenda management system.

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, 2018, unless terminated earlier as set forth in the Original Agreement or extended by the parties in writing.

2. Section 2 of the Original Agreement entitled "IQM2 Services" shall be modified by adding the following paragraph:

Additional Services. IQM2 will perform all of the additional services ("Additional Services") described in Exhibit Al, Scope of Services.

IQM2 will complete the Additional Services in accordance with Exhibit B-1, Budget.

3. Section 4 of the Original Agreement entitled "Compensation" shall be modified by adding the following paragraph:

Compensation. The City will compensate IQM2 for the Services in an amount not to exceed $13,000, as set forth in Exhibit B-1. The total contract price for services pursuant to the Original Agreement and this First Modification shall not exceed $85,357.

4. Exhibit A 1 and Exhibit B-1 are attached hereto incorporated herein by this reference. 1 3.J.b
Packet Pg. 1022 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

5. 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:

SARAH P. GORMAN
City Clerk
APPROVED AS TO FORM:
2 CITY OF SANTA MONICA,
a municipal corporation
By:~
City Manager
IQM2 Corporation
Name: _ ,);\"?S\ t:AJ\-~i~\
Title: r\/ ~ ··

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Packet Pg. 1023 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Attachment A-1
Scope of Services
---- IQMTwill-pYovio,.-t11eCiWofSanfaMonicaWitn-MinuteTraq;the Legislative andAgenaa-Management framework of IQM2's Government Meeting Platform. The system will provide functionality to manage all meeting documen.ts, reviewing processes and procedures, creating agenda packets, creating minutes, compiling and distributing post-meeting letters, and web publishing and search functions. Key standard components of the system include the following:
• Centralized Document Database
• Workflow, Routing, and Review Process
• Attachments and Importing
• PDF Printer
• Document Generation
• Fast Re-Generation Technology to quickly modify and regenerate documents • History Tracking and Audit Trail
• Revision Tracking and Comparing
• Information Sharing and Delivery
• Meeting Capture and Streaming
• Task Follow-Up and Process Tracking
• Free Ongoing Training
Additional Services
In addition to the standard platform detailed above and in the original agreement, IQM2 will provide the City of Santa Monica with an enhancement to the agenda management system to provide the following additional template-driven functionality.
• Template Grouping and Organization
• Field-Driven, Field-Specific Template Filtering
• Hyperlink functionality in Rich Text Fields
• Improvements to Template Selector
This enhancement is detailed below.

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Packet Pg. 1024 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Standard Language Guide EnhancementTemplate Properties, Grouping & Organizing • Currently templates can belong to multiple Template Types but there is only a template type defined for the discussion and body but no comments. Additionally the XML templates are mixed in with the Body templates.
• Header and Insert templates are used for "Generating" and should be left alone and considered separate. It would be preferable to have the Template List operate in two different modes (Generating Templates and New Templates/ Standard Language Guide) which could have 2 different menu options or some kind ofTab on the list that lets the list filter between these two types.
• Template Types: Currently the Usage field on a template allows for this partially but does not have enough defined types.
o New: Minutes Statement
o New: Minutes Motion
o New: Discussion --> Rename to: New: Legislative Discussion o New: Legislative File
• This one will only be used for the XML templates
• Move any Non-XML templates of this type to the new type below (New: Legislative Body).
• Add the following Template Types
o New: Legislative Comments
o New: Legislative Body (Move any non-XML to Legislative File templates to this new type) • Clarifying Info
o New Templates - New XML for Legi Files (Can't be edited except for properties) o Language Guide - essentially the "New" type templates • Body
• Discussion
• Comments
• Statements
• Motions
• Template Properties for New Legislative Files - When creating a template of type New Legislative File you are prompted for the File Type. This should be extended to any of the fields that apply to the file type (New: Legislative File, Body, Discussion and Comments). It should be optional so a template could apply to all or a specific file type.

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Packet Pg. 1025 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Template Name SLG - Body
. Usages New: Legislative File
Additional Usages
"
• Additional Usages Field= Language Groups
o This field will be used for these template types as "Language Groups". o The label should dynamically switch between "Additional Usages" and "Language Groups" depending if a Generating Templates or Language Templates are being indicated in the Usage.
o Additional instructional labels should be added under the "Additional Usages" that better explains what the user should use this field:
• Add report names to each line which allow you to customize this template in different modes. The additional report names will appear under the drop down menus in the Agenda Wizard and Minutes Maker.
• Add names of Language Groups that you would like this template to be grouped under and included in when being selected for specific uses. When selecting a template from a hyper/ink the language groups can be used to limit the templates available for a specific selection.

Usages New Legislative File "
Addilicn,1..._

3.J.b
Packet Pg. 1026 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Filtering Templates based on Field(s) being Used
• New Button - When starting a new Legislative file from the beginning the template selector should be modified to show all "New" type templates for that file type being created. o This is a change in current behavior to include the discussion and new comments types. This could be a problem if there are discussion templates that are unwanted. Need further investigating.
• Use Template - When using the "Select Template" field from the toolbar the dialog form should only show templates where the usage (aka Template Type) has the matching type selected:
o Discussion, Body, Comments ==> New: Legislative XXX
• If the Legislative File Type is specified on a template then this also should be considered part of the filtering parameters. If a template has this field blank then it applies to all file types.
o Agenda and Minutes Motion or Statement ==> New: Minutes Motion, New: Minutes Statement
"Click Here" Hyperlinks in Rich Text Fields
• When loading a Rich Text field automatic recognize some delimiting mark that turns the text into a hyperlink:
• «CLICK TO SELECT»
• «CLICK TO SELECT: Vendor Selection»
o This would allow them to select templates where the Standard Language Group was "Vendor Selection". The dialog box would limit the templates based on both the field and the group.
• Templates that selected may also have these delimiters so inserting a template could bring across additional hyperlinks to click and select.
• After selecting template the delimiter is removed entirely. If the delimiter is the only nonwhitespace within the paragraph then the extra paragraph is removed. If the delimiter is included from within a paragraph then just the delimiter is cleared.

Cc-mme.rits:
!Standard Language Guide for: Discussion
r <CLICK TO SELECT: Vendm Selection>_?
Sbcrt t1amed': ! ..... .

3.J.b
Packet Pg. 1027 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) • The Rich Text editor is used on forms. All areas should be confirmed to work properly after the changes:
o Legislative Files
o Template Editor
o Agenda Comments
o Minutes Comments
o Legal Notice Editor
o Attachment/ Note editor
o Task Notes Editor
o Template Set Editor
Improvements to Template Selector
• Groupings should show in list when a list is showing more than one group - if possible. • There may be limitations of the control that prevent grouping from showing. We also may choose to deploy Language Tagging instead of Grouping. • Text filter at top, focus is defaulted here and as user types the list of templates filters down by keywords in name, description and language groups.

Name
!J;l Blank Template
BMilGM¥4
0 Overwrite All Text in Editor · OK Cancel

3.J.b
Packet Pg. 1028 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Not Final
• IQM2 reserves the right to modify or expand the specifications. • Specifically in regards to the Grouping. We believe it may actually be more flexible to deploy "Tagging" instead and allow the Template selector hyperlinks the ability to select multiple tags ("groups") with comma separated list. The display of the templates on the template selection dialog may be affected.

Functional Cleanup as Part of Project
There are a few other minor changes to the software that will be made as part of the project.

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Packet Pg. 1029 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Exhibit B-1
Budget
The City will compensate IQM2 in a total amount not to exceed $85,357.

Monthly service and maintenance fee for up to five years Additional Services
Project: Enhancements to the Agenda Management System
Contingency
$1,377.85
$11,000.00
$2,000.00
Not-to-exceed amount $13,000.00
$5500 will be paid at commencement of the Enhancements to the Agenda Management System project.

The remainder will be paid at project completion and delivery, defined by incorporation of new custom template functionality residing in MinuteTraq. IQM2 will provide City with reviews of development progress at regular intervals to obtain City's verification that custom functionality being developed meets with City's requirements and expectations. The estimated time to complete the enhancement project is five weeks from Monday, March 25, which is April 28, 2014.

3.J.b
Packet Pg. 1030 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

3.J.b
Packet Pg. 1031 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) SECOND MODIFICATION OF AGREEMENT NO. 9784 (CCS)
This Second Modification of~reement Number 9784 (CCS) ("Second Modification"), entered into as of _;J_ __ _ J.(L ___ , 2018, by and between the City of Santa Monica, a municipal corporatio ("City"), and Carahsoft Technology Corporation (CARAHSOFT) is made with reference to the following:

RECITALS
A On or about October 7, 2013, the City and 1QM2/CARAHSOFT entered into Agreement Number 9784 (CCS) for professional, software, and web hosting services for an agenda management system ("Original Agreement").

B. On or about May 6, 2014, the City and IQM2/CARAHSOFT entered into a First Modification of Agreement Number 9784 (CCS) ("First Modification") which included additional services to be performed by 1QM2 to enhance the agenda management system. The Original Agreement and First Modification may be referred to collectively herein as "the Agreement."
C. On or about June 4, 2014, IQM2 was acquired by Accela.

D. On or about March 13, 2018, Accela sold its agenda management system to Granicus.

E. The City and CARAHSOFT desire to modify the Agreement to extend the contract term and increase the contract price to pay for those additional services.

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

1. Section 1 of the 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, 2019, unless terminated earlier as set forth in the Agreement or extended by the parties in writing.

2. Section 2 of the Agreement entitled "CARAHSOFT Services" shall be modified by adding the following paragraph:

Additional Services. CARAHSOFT will perform all of the additional services ("Additional Services") described in Exhibit A-2, Scope of Services. CARAHSOFT will complete the Additional Services in accordance with Exhibit B-2, Budget.

3. Section 4 of the Agreement entitled "Compensation" shall be modified by adding the following paragraph:

Compensation, The City will compensate CARAHSOFT for the Addi1 August 2017

3.J.b
Packet Pg. 1032 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) tional Services in an amount not to exceed $17,692, as set forth in Exhibit B-2. The total contract price for services purs'uant to the Original Agreement, the First Modification, and this Second Modification shall not exceed $165,424.

4. Exhibit A2 and Exhibit B-2 are attached hereto and incorporated herein by this reference.

5. 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 executed this Second Modification as of the date and year first written above.

ATTEST:
1<i-t,tuJ1,: vdti {U/[rJd1t ·il40tt

DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:

LANE DILG
City Attorney
2 ~~:'lfil(AL

ICKCOLE
City Manager

CARAHSO TECHNOLOGY
CORP
By: -t--M-+------'-----ob--:-------
Name: .._===-"-'-----'---'--'""""------
Title:--'----'--"-"-~--'-'---'-----------
August 2017

3.J.b
Packet Pg. 1033 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) ExhibitA2
Scope of Services

3.J.b
Packet Pg. 1034 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Legislative Management
As used herein, "Accela" refers to Accela, Inc., the owner of the Accela Legislative Management software subscription services ("Software"). "Customer' or "End User" refers to the entity that executes a sales order with Reseller, Carahsoft Technology Group, for the Software. By installing or using the licensed software from Accela, Inc., the End User ("Customer") is agreeing to be bound by the Accela End User Terms and Conditions. The Software is protected under the laws of the United States and the individual states and by international treaty provisions. Accela retains full ownership in the Software and grants to Customer a limited, nonexclusive, nontransferable license to use the Software, up to the limitations determined by the license purchased, subject to the following terms and conditions:

1. Accela owns all intellectual property in the Software. Customer shall not modify, adapt, translate, rent, lease or otherwise attempt to discover the Software source code. The Software and the accompanying files, software updates, lists and documentation are licensed, not sold, to Customer. Customer may install and use a copy of the Software on its compatible computer for the purpose of connecting to the hosted service provided by Accela as long as Customer is a current subscriber for the applicable licenses.

2. If the Software.is an update to a previous version of the Software, you must possess a valid license to the previous version in order to use the Update. Corrections of substantial defects in the Software so that the Software will operate as purported will be rectified by Accela. Customer agrees to install all updates, including any enhancements, for the Software in accordance with the instructions provided by Accela. Accela agrees to maintain Customer data in a Tier-3 datacenter and is committed to providing 99.9% uptime and availability. Accela will perform nightly backups of your hosted data to an alternate physical location.

3. All hosted data belongs to the Customer. Within thirty (30) calendar days following termination of this Agreement, Accela will provide a complete copy of Customer's data without additional charge through a downloadable backup or DVD.

4. Subscription terms are twelve (12) calendar months in duration.

5. Should on-site support requiring travel by Accela staff be requested by Customer, Accela will provide on-site assistance at Accela's then-current time-and-materials rates. In addition to these charges, Customer will compensate Accela for associated airfare, lodging, rental transportation, meals, and other incidental expenses as such expenses accrue and will be billed at cost and invoiced separately.

6. Accela does not warrant any hardware. Should Accela furnish encoder hardware as part of the Civic Streaming video streaming service, hardware warranty is through manufacturer repair or replacement only. Any hardware issues requiring new equipment not covered by the warranty will be billed to the client at cost. Any upgrades, additional encoders, etc. will be billed to client. Any hardware furnished to client as part of Accela's services is to be returned to Accela upon termination of associated services. Accela has no obligation for any claim based upon a modified version of the Software or the combination or operation of the Software with any product, data, or apparatus not provided by Accela. Accela provides no warranty whatsoever for any third-party hardware or software products. Except as expressly set forth herein, Accela disclaims any and all express and implied warranties, including but not necessarily limited to warranties of merchantability and fitness for a particular purpose.

Third-party applications which utilize or rely upon the Services may be adversely affected by remedial or other actions performed pursuant to these Terms and Conditions; Accela bears no liability for and has no obligation to remedy such effects. Except as set forth herein, Accela provides all Software Services "as is" without express or implied warranty of any kind regarding the character, function, capabilities, or appropriateness of such services or deliverables.

3.J.b
Packet Pg. 1035 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

7. LIMIT OF LIABILITY: ACCELA WILL, AT ALL TIMES DURING THE AGREEMENT, MAINTAIN APPROPRIATE INSURANCE COVERAGE. TO THE EXTENT NOT OFFSET BY ITS INSURANCE COVERAGE

AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL ACCELA'S

CUMULATIVE LIABILITY FOR ANY GENERAL, INCIDENTAL, SPECIAL, COMPENSATORY, OR PUNITIVE DAMAGES WHATSOEVER SUFFERED BY CUSTOMEROR-ANYOTHERi'l:RSON-ClRt:NTITYEXeJ:J:DTHEFEES PAID TO ACCELA BY CUSTOMER DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY

PRECEDING THE CIRCUMSTANCES WHICH GIVE RISE TO SUCH CLAIM(S) OF LIABILITY, EVEN IF ACCELA OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Either Accela or Customer may terminate if the other party materially breaches these Terms and Conditions and, after receiving a written notice describing the circumstances of the default, fails to correct the breach within thirty (30) calendar days. Upon any termination or expiration, all rights granted to Customer are cancelled and revert to Accela.

Signature Date

3.J.b
Packet Pg. 1036 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Exhibit B-2
Budget

3.J.b
Packet Pg. 1037 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

GOVERNMENT- PRICE QUOTATION

ACCELA GOVERNMENT AT CARAHSOFT
eAccela ca rah soft.
l860 IVIICl-1/-\El_ f··;\f'{J'.\U/W DHI\J[ I '.)UI CE 100 I Rl=STUI\I, Vll{<.::ill\Jli\ )(J:I.C:10 1-'l·iOi\lE (7U3) (1/J-/_ViOCJ I F/\X (705) (PJ.--(\SOS I TOU.1-·:p,ff: ([1,BI',) 66CN\/II-I W\1\i\1\/. C1\ I~ /.\1-·I SO H. (01\11
TO:

EMAIL:

Christopher Smith
Priilcipal Administrative Analyst
City of Santa Monica
1685 Main Street, Suite 209
Santa Monica, CA 90401
[email protected]
PHONE: (310) 458-8301 FAX:

TERMS: FTIN: 52-2189693
Shipping Point FOB Destination
Credit Cards: VISNMasterCard/AMEX
Remit To: Same as Above
Payment Terms: Net 30 (On Approved Credit)
Cage Code: 1 P3C5
DUNS No: 088365767
Sales Tax May Apply
LINE NO. PART NO. DESCRIPTION
Ss60aa&Mt07ci01- Acce!a Legislative Mgmt - AQenda & Minutes R1 TO? P75-1 OOK City!TownNillage Renewal - 12
Months (1st Renewal Term)
Accela Inc
Start Date: 12/01/2017
End Date: 11/30/2018
SUBTOTAL:

FROM:

EMAIL:

Daniela Canedo
Carahsoft Technology Corp.
1860 Mich_ael Faraday Drive
Reston, Virginia 20190
[email protected]
PHONE: (703) 871-8663 FAX: (703) 871-8505
QUOTE NO:

QUOTE DATE:

QUOTE EXPIRES:

RFQ NO:

SHIPPING:

TOTAL PRICE:

TOTAL QUOTE:

QUOTE PRICE
10147240
08/21/2017
11/30/2017
GROUND
$17,691.60
$17,691.60

QTY EXTENDED PRICE
12 $17,691.60
$17,691.60 ·--------·------~-~--·-·-------~

CONFIDENTIAL
PAGE 1 ofl
TOTAL PRICE: $17,691.60
TOTAL QUOTE: $17,691.60
QUOTE DATE:

QUOTE NO:
08/21/2017
10147240

3.J.b
Packet Pg. 1038 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) carahsoft Granicus at Carahsoft G GRAN ICUS
1860 MICHAEL FARADAY DRIVE I SUITE 100 I RESTON, VIRGINIA 20190 PHONE (703) 871-8500 I FAX (703) 871-8505 I TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM I [email protected]
TO:

EMAIL:

Esterlina Lugo
Deputy City Clerk
City-of-Santa-Monica----
1685 Main Street, Suite 102
Santa Monica, CA 90401 USA
[email protected]
PHONE: (310) 458-8211
TERMS: FTIN: 52-2189693
Shipping Point: FOB Destination
Remit To: Same as Above
Payment Terms: Net 30 (On Approved Credit)
Cage Code: 1P3C5
DUNS No: 088365767
Credit Cards: VISA/MasterCard/AMEX
Sales Tax May Apply
LINE NO. PART NO. DESCRIPTION

BASE RENEWAL
SS60AA&MT07CI01- Accela Legislative Mgmt - Agenda & Minutes R2 TO? P75-100K City/TownNillage Renewal -12
Months (2nd Renewal Term)
Accela Inc- SS60AA&MT07CI01-R2
Start Date: 1210112018
End Date: 06/3012019
SUBTOTAL:

FROM:

EMAIL:

Kodja Schelte
Granicus Government at Carahsoft
- .1860.Michael Faraday.Drive
Suite 100
Reston, Virginia 20190
[email protected]
PHONE: (703) 921-4085 FAX: (703) 871-8505
QUOTE NO:

QUOTE DATE:

QUOTE EXPIRES:

RFQ NO:

SHIPPING:

TOTAL PRICE:

TOTAL QUOTE:

QUOTE PRICE
$1,474.30 OM
TOTAL PRICE:
----------~-
11698803
04/2412018
06130/2018
GROUND
$10,320.10
$10,320.10

QTY EXTENDED PRICE
7 $10,320.10
$10,320.10
$10,320.10
TOTAL QUOTE: $10,320.10

SUGGESTED OPTIONS
LINE NO. PART NO. DESCRIPTION
2 RENEWAL OPTION YEAR 1
SS60AA&MT07CI01- Accela Legislative Mgmt-Agenda & Minutes R3 T07 P75-1_00K CityfTownNillage Renewal - 12
Months (3rd Renewal Term)
Accela Inc- SS60AA&MT07CI01-R3
Start Date: 07101/2019
End Date: 06/3012020

CONFIDENTIAL

QUOTE PRICE QTY EXTENDED PRICE
$1,577.50 OM 12 $18,930.00
QUOTE DATE: 04/2412018

3.J.b
Packet Pg. 1039 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Granicus at Carahsoft
1860 MICHAEL FARADAY DRIVE I SUITE 100 I RESTON, VIRGINIA 20190 PHONE (703) 871-8500 I FAX (703) 871-8505 I TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM I [email protected]
LINE NO. PART NO. DESCRIPTION QUOTE PRICE
3 4
RENEWAL OPTION VEAR 1 SUBTOTAL:

RENEWAL OPTION YEAR.~2~---~
SS60AA&MT07CI01- Accela Legislative Mgmt- Agencja & Minutes R4 T07 P75-100K City/TownNillage Renewal-12
Months (4th Renewal Term)
Accela lnc-SS60AA&MT07CI01-R4
Start Date: 07/01/2020
End Date: 06/30/2021
RENEWAL OPTION YEAR 2 SUBTOTAL:

RENEWAL OPTION VEAR 3
SS60M&MT07CI01- Accela Legislative Mgmt - Agenda & Minutes RS T07 P75-100K CityrrownNillage Renewal-12
Months (5th Renewal Term)
Accela lnc-SS60AA&MT07CI01-R5
Start Date: 07/01/2021
End Date: 06/30/2022
RENEWAL OPTION YEAR 3 SUBTOTAL:

SUGGESTED SUBTOTAL:
$1,687.93 OM
$1,806.09 OM

G GRANICUS

QTY EXTENDED PRICE
$18,930.00
12 $20,255.16
$20,255.16
12 $21,673.08
$21,673.08
$60,858.24
CONFIDENTIAL QUOTE DATE: 04/24/2018

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Packet Pg. 1040 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

3.J.b
Packet Pg. 1041 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) 1 THIRD MODIFICATION OF AGREEMENT NO. 9784 (CCS)
This Third Modification of Agreement Number 9784 (CCS) (“Third Modification”), executed as of _________________, 2019 (“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Carahsoft Technology Corporation (“Carahsoft” also referred to as “Consultant”) is made with reference to the following:

RECITALS
A. On or about October 7, 2013, the City, Carahsoft and IQM2, Inc. (“IQM2”) entered into Agreement Number 9784 (CCS) (“Original Agreement”) for IQM2 to provide to the City, in conjunction with Carahsoft, an agenda management system (the “Agenda Management System”) in the form of software, professional services, and web hosting services.

B. On or about May 6, 2014, the City and IQM2 entered into a First Modification of Agreement Number 9784 (CCS) (“First Modification”) which included additional services to be performed by IQM2, in conjunction with Carahsoft, to enhance the Agenda Management System and increased the compensation to be paid under the Original Agreement to reflect the additional services.

C. On or about June 4, 2014, IQM2 was acquired by Accela, Inc. (“Accela”), which assumed responsibility, in conjunction with Carahsoft, for providing the Agenda Management System.

D. On or about March 13, 2018, Accela sold the Agenda Management System to Granicus, Inc. (“Granicus”), which assumed responsibility, in conjunction with Carahsoft, for providing the Agenda Management System.

E. On or about July 10, 2018, the City and Carohsoft entered into a Second Modification of Agreement Number 9784 (CCS) (“Second Modification”) which extended the term of the Original Agreement to June 30, 2019 and set the compensation to be paid during the extended term. The Original Agreement, First Modification, and Second Modification may be referred to collectively herein as “the Agreement.”
F. The City and Carahsoft desire to modify the Agreement as set forth in this Third Modification.

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

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

Term. This Agreement begins on the Execution Date and terminates DocuSign Envelope ID: CF02F2EA-257E-488B-99B6-F82518E0AA51 9/10/2019

3.J.b
Packet Pg. 1042 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) 2 on June 30, 2020, unless terminated earlier as set forth in the Agreement or extended by the parties in writing. The City shall have the option, at its discretion, to extend the Agreement for two (2) additional one-year terms (each an “Option Term”).

2. Section 2 of the Agreement entitled “Consultant Services” shall be deleted in its entirety and replaced with the following:

Consultant Services. Consultant will perform or cause to be performed, including by, through, or in conjunction with IQM2, Inc. (“IQM2), Accela, Inc. (“Accela”), and Granicus, Inc. (“Granicus”), all of the services (“Services”) described in the following: Exhibit A, City’s Request for Proposal (RFP); Exhibit B, Consultant’s Proposal; and Exhibit A-1, Scope of Services. Consultant will complete or cause the completion of the Services in accordance with the following: Exhibits C, Terms, and B-1, Budget (for Services provided by, through, or in conjunction with IQM2); Exhibits A-2, Scope of Services, and B-2, Budget (for Services provided by, through, or in conjunction with Accela); and Exhibits B-2, Budget, and B-3, Budget (for Services provided by, through, or in conjunction with Granicus or any entity that assumes from Granicus responsibility for providing Services).

3. Section 5 of the Agreement entitled “Compensation” shall be deleted in its entirety and replaced with the following:

Compensation. The City will compensate Consultant for Services performed as set forth in Exhibits C, Terms, and B-1, Budget (for Services provided by, through, or in conjunction with IQM2); Exhibits A-2, Scope of Services, and B-2, Budget (for Services provided by, through, or in conjunction with Accela); and Exhibits B-2, Budget, and B-3, Budget (for Services provided by, through, or in conjunction with Granicus or any entity that assumes from Granicus responsibility for providing Services). Compensation to Consultant for Services performed during the period July 1, 2019 through June 30, 2020, shall not exceed $18,930, as set forth in Exhibit B-3, Budget. Compensation to Consultant for the Option Term July 1, 2020 through July 1, 2021 (if City exercises its option to extend the Agreement for this Option Term) shall not exceed $20,255.16, as set forth in Exhibit B-3, Budget.

Compensation to Consultant for the Option Term July 1, 2021 through June 30, 2022 (if City exercises its option to extend the Agreement for this Option Term) shall not exceed $21,673.08, as set forth in Exhibit B-3, Budget. The total compensation to be paid by City for Services pursuant to the Original Agreement, the First Modification, the Second Modification and the Third Modification shall not exceed $165,424.

DocuSign Envelope ID: CF02F2EA-257E-488B-99B6-F82518E0AA51

3.J.b
Packet Pg. 1043 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) 3 4. Sections 7.1 and 7.2 of the Agreement, which provide the addresses for notices, demands, requests or approvals to be given under the Agreement, are deleted in their entirety and replaced with the following:

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

City of Santa Monica
City Clerk’s Office
1685 Main Street, Room 102
Santa Monica, California 90401
Attn: Maria Dacanay, Administrative Analyst
With a copy to:

City Attorney’s Office
1685 Main Street, Room 310
Santa Monica, California 90401
Attn: City Attorney

7.2 All notices, demands, requests or approvals to Consultant:

Granicus Government at Carahsoft
1860 Michael Faraday Drive, Suite 100
Reston, Virginia 20190
Attn: Kodja Schelte, Account Manager

5. There is added to the Agreement a new Section 25 entitled “Exhibits” which shall read as follows:

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

Exhibit A Request for Proposal
Exhibit B Proposal
Exhibit C Terms
Exhibit D Insurance Requirements
Exhibit A-1 Scope of Services
Exhibit B-1 Budget
Exhibit A-2 Scope of Services
Exhibit B-2 Budget
Exhibit A-3 Terms
Exhibit B-3 Budget

6. All references to Consultant in the Original Agreement, the First Modification, the Second Modification, and this Third Modification shall be deemed to refer to Carahsoft.

7. The Agreement, as modified by this Third Modification, shall be deemed to have remained in effect throughout the entirety of the contract term, as extended by this Third Modification.

DocuSign Envelope ID: CF02F2EA-257E-488B-99B6-F82518E0AA51

3.J.b
Packet Pg. 1044 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) 4 8. Exhibit B-3, Budget, attached hereto is incorporated by this reference as if fully set forth herein.

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

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
CARAHSOFT TECHNOLOGY Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: CF02F2EA-257E-488B-99B6-F82518E0AA51 Lane Dilg
City Attorney
9/5/2019
9/6/2019
Kodja Schelte
Carahsoft Technology Corporation
Account Manager
9/10/2019
City Manager
Rick Cole
City Clerk
Denise Anderson-Warren
9/10/2019

3.J.b
Packet Pg. 1045 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Exhibit A3
Terms
DocuSign Envelope ID: CF02F2EA-257E-488B-99B6-F82518E0AA51

3.J.b
Packet Pg. 1046 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Legislative Management
As used herein, “Granicus” refers to Granicus LLC, a Minnesota Limited Liability Company. “Customer” or “End User” refers to the entity that executes a sales order with Reseller, Carahsoft Technology Group, for the Software.

By installing or using the licensed software fromGranicus, the End User (“Customer”) is agreeing to be bound by the Granicus Terms and Conditions found at https://granicus.com/pdfs/Master_Subscription_Agreement.pdf. The Software is protected under the laws of the United States and the individual states and by international treaty provisions. Granicus retains full ownership in the Software and grants to Customer a limited, nonexclusive, nontransferable license to use the Software, up to the limitations determined by the license purchased, subject to the following terms and conditions:

1. If the Software is an update to a previous version of the Software, you must possess a valid license to the previous version in order to use the Update. Customer agrees to install all updates, including any enhancements, for the Software in accordance with the instructions provided by Granicus. Granicus is committed to providing 99% uptime and availability.

2. All hosted data belongs to the Customer. Within ninety (90) calendar days following termination of this Agreement, Accela will provide a complete copy of Customer’s data.

3. Subscription terms are twelve (12) calendar months in duration. Carahsoft reserves the right to increase the annual fees by up to 7% during renewal at the anniversary date.

DocuSign Envelope ID: CF02F2EA-257E-488B-99B6-F82518E0AA51

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Packet Pg. 1047 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) Exhibit B-3
Budget
As shown in the attached Government-Price Quotation, for Fiscal Year 2019-2020 (July 1, 2019 through June 30, 2020) the City will compensate Carahsoft an amount not to exceed $18,930, to be paid in the form of a monthly service & maintenance fee not to exceed $1,577.50 upon receipt of a monthly invoice.

Renewal Options
As shown in the attached Government-Price Quotation, should the City exercise its options to renew for the Option Terms, the City will compensate Carahsoft in amounts not to exceed the following:

Option Term 1: Fiscal Year 2020-2021 (July 1, 2020 through June 30, 2021) Total amount not to exceed $20,255.15, to be paid in the form of a monthly service & maintenance fee not to exceed $1,687.93 upon receipt of a monthly invoice.

Option Term 2: Fiscal Year 2021-2022 (July 1, 2021 through June 30, 2022) Total amount not to exceed $21,673.08, to be paid in the form of a monthly service & maintenance fee not to exceed $1,806.09 upon receipt of a monthly invoice.

DocuSign Envelope ID: CF02F2EA-257E-488B-99B6-F82518E0AA51

3.J.b
Packet Pg. 1048 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

GOVERNMENT- PRICE QUOTATION
Granicus at Carahsoft
QUOTE DATE:

QUOTE NO:
06/13/2019
16290846

CONFIDENTIAL
PAGE 1 of 2
1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM | [email protected]
TO: Esterlina Lugo
Deputy City Clerk
City of Santa Monica
1685 Main Street, Suite 102
Santa Monica, CA 90401 USA
FROM: Kodja Schelte
Granicus Government at Carahsoft
1860 Michael Faraday Drive
Suite 100
Reston, Virginia 20190
EMAIL:

PHONE:
[email protected]
(310) 458-8211
EMAIL: [email protected]
PHONE: (703) 921-4085 FAX: (703) 871-8505
TERMS: FTIN: 52-2189693
Shipping Point: FOB Destination
QUOTE NO: 16290846
QUOTE DATE: 06/13/2019
Remit To: Same as Above
Cage Code: 1P3C5
QUOTE EXPIRES: 07/15/2019
Payment Terms: Net 30 (On Approved Credit) RFQ NO:

DUNS No: 088365767 SHIPPING: ESD
Credit Cards: VISA/MasterCard/AMEX TOTAL PRICE:

Sales Tax May Apply
$18,930.00
TOTAL QUOTE: $18,930.00
LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE YEAR 1
1 607- Granicus IQM2 - Agenda & Minutes T07 P75-100K $1,577.50 OM SS60AA&MT07CI01- City/Town/Village Renewal - Annual Subscription R3 (3rd Renewal Term)
Granicus - SS60AA&MT07CI01-R3
Start Date: 07/01/2019
End Date: 06/30/2020
12 $18,930.00
SUBTOTAL: $18,930.00
TOTAL PRICE: $18,930.00
TOTAL QUOTE: $18,930.00

SUGGESTED OPTIONS
LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE RENEWAL OPTION YEAR 2
2 607- Granicus IQM2 - Agenda & Minutes T07 P75-100K $1,687.93 OM SS60AA&MT07CI01- City/Town/Village Renewal - Annual Subscription R4 (4th Renewal Term)
Granicus - SS60AA&MT07CI01-R4
Start Date: 07/01/2020
End Date: 06/30/2021
12 $20,255.16
RENEWAL OPTION YEAR 2 SUBTOTAL: $20,255.16
RENEWAL OPTION YEAR 3
3 607- Granicus IQM2 - Agenda & Minutes T07 P75-100K $1,806.09 OM SS60AA&MT07CI01- City/Town/Village Renewal - Annual Subscription R5 (5th Renewal Term)
Granicus - SS60AA&MT07CI01-R5
Start Date: 07/01/2021
End Date: 06/30/2022
12 $21,673.08
RENEWAL OPTION YEAR 3 SUBTOTAL: $21,673.08
DocuSign Envelope ID: CF02F2EA-257E-488B-99B6-F82518E0AA51

3.J.b
Packet Pg. 1049 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software)

GOVERNMENT- PRICE QUOTATION
Granicus at Carahsoft
QUOTE DATE:

QUOTE NO:
06/13/2019
16290846

CONFIDENTIAL
PAGE 2 of 2
1860 MICHAEL FARADAY DRIVE | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM | [email protected]
LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE SUGGESTED SUBTOTAL: $41,928.24
DocuSign Envelope ID: CF02F2EA-257E-488B-99B6-F82518E0AA51

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Packet Pg. 1050 Attachment: Contract 9784 (CCS) (5152 : Extension of Contract with Carahsoft/Granicus for Agenda Mgmt Software) City Council
Report
City Council Meeting: June 14, 2022
Agenda Item: 3.K
1 of 5
To: Mayor and City Council
From: Douglas Sloan, City Attorney, City Attorney's Office, Administration Subject: Adoption of Resolution for AB 361 Findings Regarding Teleconference Meetings
Recommended Action
Staff recommends that Council adopt a resolution making the findings required by AB 361 to continue teleconference meetings of the City Council and City Boards, Commissions, and Task Forces through July 14, 2022.

Discussion
AB 361 authorizes public agencies to conduct meetings by teleconference, including video conference, without compliance with all of the Brown Act’s limitations on such meetings, while a state of emergency resulting from the COVID-19 pandemic remains active and state or local officials have imposed or recommended measures to promote social distancing.

Initial reliance on AB 361 required the following: (1) there must be a proclaimed state of emergency; and (2) one of the following circumstances exist – (a) state or local officials have imposed or recommended measures to promote social distancing; or (b) the legislative body has determined by majority vote that, as a result of the emergency, meeting in person would present imminent risk to the health or safety of attendees. See Government Code Section 54953(e)(1) (all citations herein are to the Government Code). Once the initial invocation of AB 361 is made, continued reliance on AB 361 for subsequent meetings requires the following: (1) either the proclaimed state of emergency remains active or state or local officials have imposed or recommended measures to promote social

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distancing; and (2) not later than 30 days after teleconferencing for the first time under the AB 361 rules, and every 30 days thereafter, the legislative body, by majority vote, finds that it has reconsidered the circumstances of the emergency and at least one of the following circumstances exists – (a) the state of emergency continues to directly impact the ability of the members to meet safely in person or (b) state or local officials continue to impose or recommend measures to promote social distancing. See Section 54953(e)(3). Both of the conditions to continue to rely on AB 361 are presently satisfied. The Governor’s State of Emergency Declaration, issued on March 4, 2020, and the City’s declaration of a local emergency issued March 13, 2020, as supplemented and modified through the 42nd Supplement, remain in place and have not been lifted. And, the most recent Los Angeles County Department of Public Health Order of the Health Officer, issued April 21, 2022, (“Health Officer Order” or “HOO”), continues to recommend social distancing as one measure to reduce the spread of COVID-19.

The Requirements of AB 361.

If a public agency invokes AB 361, the notice and participation requirements for teleconferenced meetings are as follows: (1) each notice of the meeting and agenda must identify the means by which members of the public may access the meeting and offer public comment by either a call-in option or an internet-based service option; (2) teleconferenced meetings must be conducted in a manner that protects the statutory and constitutional rights of the parties and the public appearing before the legislative body; (3) public comments cannot be required to be submitted in advance of the meeting (though this may remain an option); (4) the public must be able to attend the meeting via call-in option or internet-based service option; (5) the public must have an opportunity to address the legislative body directly and offer comment in real time via call-in option or internet-based service option; (6) if there is a disruption that prevents the public agency from broadcasting the meeting using the call-in option or internet-based service option, or if there is a disruption within the public agency’s control that prevents members of the public from offering public comments using the call-in option or internet3.K Packet Pg. 1052
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based service option, the legislative body shall take no further action on items appearing on the agenda until public access to the meeting via the call-in option or internet-based service option is restored; and (7) where, as in Santa Monica, the legislative body does not provide a timed public comment period but takes public comment separately on each agenda item, it shall allow a reasonable amount of time per agenda item to allow public members the opportunity to provide public comment, including time for members of the public to be recognized for the purpose of providing public comment. See Section 54953(e)(2).

The Current Findings Post-Winter Surge.

While not experiencing the high case levels and positivity rates as seen during the height of the winter surge, the most recent Health Officer Order indicates that Los Angeles County is currently experiencing increases in COVID-19 cases and test positivity rates and that related hospitalizations are no longer in decline, which may be attributed to the more transmissible BA.2 subvariant spreading in LA County. Indeed, the testing positivity rate in LA County has been increasing in May 2022, and, as of June 3, 2022, LA County reported 5,051 new positive cases.

The HOO continues to focus the public health response to COVID-19 in Los Angeles County, among other things, to protect the most vulnerable among us and strongly recommends masks, regardless of vaccination status, in indoor public settings. In particular, the HOO explains that “[m]asks are most likely to reduce the spread of COVID-19 when they are widely used by people in public settings.” A recent LA County Department of Public Health press release further explains that “masking is an essential safety measure that residents can use to help protect themselves and others in all indoor settings” while the highly transmissible Omicron subvariant continues to spread in LA County.

Members of Boards and Commissions previously voiced concern about being required to return to in-person meetings given that, as validated by the Health Officer Order, many people, including those with identified underlying medical conditions, unvaccinated older adults, people from ethnic and racial minority groups, remain at risk for severe illness from COVID-19 (more likely to be

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hospitalized, need intensive care, require a ventilator to help them breathe, or die).

Accordingly, on March 22, April 12, May 10, and May 24, 2022, the City Council adopted findings under AB 361 to allow Boards and Commissions to elect to continue meeting remotely. The findings proposed by the attached resolution will allow Boards and Commissions to continue to elect to meet remotely through July 14, 2022.

In light of AB 361, the continuing COVID-19 emergency, the continuing recommendations by the Los Angeles County Department of Public Health of social distancing as one mechanism for preventing the spread of COVID-19, and the continued threats to health and safety posed by indoor public meetings with large attendance, staff recommends that Council adopt the proposed resolution making the findings required to continue to invoke AB 361. Doing so will allow City Council and City Board, Commission, and Task Force meetings to continue to occur by teleconference after June 23, 2022 (which is when the AB 361 resolution adopted on May 24, 2022 will expire) without compliance with the teleconferencing requirements set out in Section 54953(b)(3) that would otherwise apply. An additional resolution will be required to be adopted at the Council meeting on July 12, 2022 to ensure continued compliance with the 30-day findings requirement for Board and Commission meetings to be held after July 14, 2022.

The procedures that were set up for City Council meetings when it held meetings remotely, providing for public attendance and comment through a call-in or internet-based service option, satisfy the requirements of AB 361. The City Clerk will work with City Boards, Commissions, and Task Forces to ensure that their meeting procedures for all meetings conducted after June 14, 2022 similarly comply with the requirements of AB 361.

As indicated above, although the attached AB 361 Resolution authorizes all Boards and Commissions to continue to meet remotely, a Board or Commission can affirmatively decide to meet in person, just as the City Council recently decided for itself. In other words, for Boards and Commissions, the default will be remote meetings unless and until any decision to meet in person. As indicated

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above, the Council will need to make AB 361 findings anew every 30 days to permit this option to continue.

Fiscal Impacts
Budget for conduct of Council and City Board, Commission, and Task Force meetings is included in the FY 2021-22 budget.

Prepared By: Douglas Sloan, City Attorney
Approved Forwarded to Council
Attachments:

A. RESO-reso-AB361 Findings

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Packet Pg. 1055
1 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 MAKING FINDINGS AS REQUIRED BY AB 361

TO PERMIT COUNCIL AND CITY BOARD, COMMISSION, AND TASK FORCE

MEETINGS TO CONTINUE TO BE CONDUCTED BY TELECONFERENCE WHILE THE COVID-19 EMERGENCY REMAINS IN PLACE
WHEREAS international, national, state, and local health and governmental authorities are responding to an outbreak of respiratory disease caused by a novel coronavirus named “SARS-CoV-2,” and the disease it causes has been named “coronavirus disease 2019,” abbreviated COVID-19, (“COVID-19”); and WHEREAS, on March 4, 2020, the Governor of the State of California declared a state of emergency to make additional resources available, formalize emergency actions already underway across multiple state agencies and departments, and help the State prepare for broader spread of COVID-19; and
WHEREAS, on March 4, 2020, the Los Angeles County Board of Supervisors and Department of Public Health declared a local emergency and local public health emergency to aid the regional healthcare and governmental community in responding to COVID-19; and
WHEREAS, on March 13, 2020, the President of the United States of America declared a national emergency and announced that the federal government would make

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Packet Pg. 1056 Attachment: RESO-reso-AB361 Findings (5170 : AB361 Findings) 2 emergency funding available to assist state and local governments in preventing the spread of and addressing the effects of COVID-19; and
WHEREAS, on March 13, 2020, the City Manager, in his role as the Director of Emergency Services, (“Director of Emergency Services”) issued an Executive Order of the Director of Emergency Services of the City of Santa Monica Declaring the Existence of a Local Emergency (“Executive Order”) declaring a local emergency pursuant to Chapter 2.16 of the Santa Monica Municipal Code to ensure the availability of mutual aid and an effective response to COVID-19 and this local emergency was restated on March 14, 2020, through a revised declaration of local emergency to ensure compliance with all digital signature requirements (“Revised Executive Order”); and WHEREAS, the Governor’s March 4, 2020 declaration of a state of emergency based on the COVID-19 pandemic remains in place; and
WHEREAS, the Proclamation of Existence of a Local Emergency issued by the Director of Emergency Services on March 13, 2020, has been ratified by the City Council on March 19, April 6, April 14, May 12, May 26, June 9, June 23, July 14, July 28, September 8, October 27, 2020, and December 15, 2020, and January 26, March 23, effective May 22, July 13, August 24, 2021, October 26, 2021, December 7, 2021, and March 8 and effective May 7, 2022, with the result that the proclamation of a local emergency based on the COVID-19 pandemic remains in place; and WHEREAS, throughout the emergency resulting from the COVID-19 pandemic, the Los Angeles County Department of Public Health (“LACDPH”) has issued a series of Health Officer Orders containing mandates and recommendations for keeping safe and preventing the spread of COVID-19; and

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Packet Pg. 1057 Attachment: RESO-reso-AB361 Findings (5170 : AB361 Findings) 3 WHEREAS, the Ralph M. Brown Act, Government Code Sections 54950-54963, allows for meetings of legislative bodies of a local agency, as those terms are defined in the Brown Act, to occur via teleconferencing subject to certain requirements, particularly that the legislative body notice each teleconference location of each member that will be participating in the public meeting, that each teleconference location be accessible to the public, and that members of the public be allowed to address the legislative body at each teleconference location, see Government Code Section 54953(b)(3); and WHEREAS, on September 16, 2021, the Governor signed into law Assembly Bill No. 361 (“AB 361”), which, until January 1, 2024, authorizes a local agency to use teleconferencing without complying with the teleconferencing requirements imposed by the Brown Act when a legislative body of a local agency holds a meeting during a declared state of emergency, as that term is defined, when state or local health officials have imposed or recommended measures to promote social distancing or when the legislative body has determined that meeting in person would present imminent risks to the health or safety of attendees; and
WHEREAS, AB 361 requires legislative bodies that hold teleconferenced meetings under its abbreviated teleconferencing procedures to give notice of the meeting and post agendas, as described, to allow members of the public to access the meeting and address the legislative body, to give notice of the means by which members of the public may access the meeting and offer public comment, including an opportunity for all persons to attend via a call-in option or an internet-based service option, and to conduct the meeting in a manner that protects the statutory and

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Packet Pg. 1058 Attachment: RESO-reso-AB361 Findings (5170 : AB361 Findings) 4 constitutional rights of the parties and the public appearing before the legislative body; and
WHEREAS, AB 361 requires the legislative body to take no further action on agenda items when there is a disruption which prevents the public agency from broadcasting the meeting, or in the event of a disruption within the local agency’s control which prevents members of the public from offering public comments, until public access is restored; and
WHEREAS, AB 361 prohibits the legislative body from requiring public comments to be submitted in advance of the meeting and specifies that the legislative body must provide an opportunity for the public to address the legislative body and offer comment in real time; and
WHEREAS, AB 361 prohibits the legislative body from closing the public comment period and the opportunity to register to provide public comment, until the public comment period has elapsed or until a reasonable amount of time has elapsed, as specified; and
WHEREAS, when there is a continuing state of emergency, or when state or local officials have imposed or recommended measures to promote social distancing, AB 361 requires a legislative body to make specified findings not later than 30 days after the first teleconferenced meeting pursuant to these provisions, and to make those findings every 30 days thereafter, in order to continue to meet under AB 361’s abbreviated teleconferencing procedures; and
WHEREAS, on September 28, 2021, October 26, 2021, November 23, 2021, December 14, 2021, January 11, 2022, February 8, 2022, March 8, 2022, March 22,

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Packet Pg. 1059 Attachment: RESO-reso-AB361 Findings (5170 : AB361 Findings) 5 2022, April 8, May 10, and May 24, 2022, the City Council adopted Resolution Numbers 11362, 11378, 11384, 11390, 11393, 11399, 11404, 11407, 11413, 11417, and 11421, respectively, which made the findings required by AB 361 to allow the City Council and all City Boards, Commissions, and Task Forces to continue to meet under AB 361’s abbreviated teleconferencing procedures, and authorized the City Council and all City Boards, Commissions, and Task Forces to conduct meetings under AB 361’s abbreviated teleconferencing procedures, without complying with the requirements set forth in Government Code Section 54953(b)(3), subject to compliance with the requirements set forth in Government Code Section 54953(e)(2); and WHEREAS, in light of the continuing State and local declarations of emergency resulting from the COVID-19 pandemic, the most recent Los Angeles County Department of Public Health Order of the Health Officer, issued April 21, 2022, which continues to recommend social distancing as one measure to reduce the spread of COVID-19, and to protect the most vulnerable among us in indoor public settings, the City Council desires to again make the findings required by AB 361 to allow the City Council and all City Boards, Commissions, and Task Forces to continue to meet under AB 361’s abbreviated teleconferencing procedures.

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

SECTION 1. The City Council finds that the State and local declarations of emergency resulting from the COVID-19 pandemic remain in place, and that the state of emergency continues to directly impact the ability to meet safely in person.

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Packet Pg. 1060 Attachment: RESO-reso-AB361 Findings (5170 : AB361 Findings) 6 SECTION 2. The City Council finds that local officials, namely, the Los Angeles County Department of Public Health, has continued to recommend measures to promote social distancing.

SECTION 3. As a result of the findings in Sections 1 through 2 above, the City Council and all City Boards, Commissions, and Task Forces are authorized to conduct meetings under AB 361’s abbreviated teleconferencing procedures, without complying with the requirements set forth in Government Code Section 54953(b)(3), subject to compliance with the requirements set forth in Government Code Section 54953(e)(2).

SECTION 4. If any section, subsection, sentence, clause, or phrase of this Resolution is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Resolution. The City Council hereby declares that it would have passed this Resolution and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of this Resolution would be subsequently declared invalid or unconstitutional.

SECTION 5. 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. 1061 Attachment: RESO-reso-AB361 Findings (5170 : AB361 Findings) City Council
Report
City Council Meeting: June 14, 2022
Agenda Item: 3.L
1 of 4
To: Mayor and City Council
From: Joseph Cevetello, Chief Information Officer, Information Services Department Subject: Approval of Second Modification to Agreement with AdaptivEdge, LLC for data retention and classification label services
Recommended Action
Staff recommends that the City Council authorize the City Manager to reinstate, negotiate and execute a second modification to agreement #3617 in the amount of $70,000 with AdaptivEdge, LLC for data retention and classification label services for the Information Services Department. This will result in a four-year amended agreement with a new total amount not to exceed $148,355 with future year funding contingent on Council budget approval.

Summary
To ensure the City’s electronic data is retained according to the City’s records retention schedule and to ensure that documents are appropriately secured, the Information Services Department seeks to modify an existing agreement with AdaptivEdge, LLC to provide data retention and classification services for the City. AdaptivEdge, LLC will be designing and configuring the appropriate data retention and classification policies on behalf of the City to ensure they align with the City’s current data retention schedule and administrative instruction policy. These services are necessary to ensure the City remains compliant with the California Consumer Protection Act, protect the privacy and data integrity of data within City systems and documents, minimize legal risk, and properly secure and manage sensitive data as required for business purposes. This allows the City to keep electronic records organized and free of outdated information that would otherwise be a threat to data security. Additionally, this vendor will assist the City in the development of data retention policies that will provide automatic

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deletion of unnecessary electronic documents that will result in cloud storage cost savings to the City.

Discussion
The City entered into two separate prior contracts with AdaptivEdge, LLC which were below purchasing thresholds and did not require City Council approval. Contract No. 3545 in the amount of $50,000 was to assist with the migration of the Police Department’s on-premise file storage system to Office365 SharePoint (cloud-based application). After Contract No. 3545 expired, the City entered into Contract No. 3617 in the amount of $78,355 to complete the scope of work for the Police Department’s storage migration. A first modification to Contract No. 3617 was issued on 12/4/2020, which added scope for additional training and support services.

The cumulative total amounts of both contracts exceed the City Manager’s Professional Services Agreement authorization threshold of $95,000 and Council must authorize any additional modifications and spending authority. In addition, Contract No. 3617 has expired and a contract renewal of 2 additional years is needed to perform the remaining scope of work. Staff is now seeking Council’s approval to modify the existing agreement with AdaptivEdge, LLC to provide data retention and classification label services in the amount of $70,000 and to extend the term by 2 years. The development of appropriate data retention and classification labels are vital to ensure the proper protection of the City’s data stored within Microsoft Office 365.

Vendor Selection
Bidder Recommendation
Best Qualified Person/Firm AdaptivEdge
Evaluation Criteria
(include all that apply)
Project Strategy, References, Experience, Project Team, Cost, Sample Materials, Presentation/Demonstration, Quality of Work/Technical Capabilities
Municipal Code SMMC 2.24.190
RFPs Received
AdaptivEdge, LLC eVolvingApps Golden Five, LLC Insight
ISSQUARED, INC Konica Layer 7 Data PCMG
Tech Mahindra
RFP Data

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Posted On Posted On
Advertised In
(City Charter & SMMC)
Vendors
Downloaded
Date Publicly
Opened
12/27/2021 City's Online
Bidding Site Santa Monica Daily Press 9 12/27/2021
Justification to Award
AdaptivEdge, LLC was selected as the best bidder based on the evaluation criteria outlined in RFP#219. The scope of work included in this modification were part of the original specifications of the RFP. Bids were evaluated based on the criteria in SMMC 2.24.190 including references, experience, project team, cost, project strategy, sample materials, presentation/demonstration and quality of work/technical capabilities. The selected vendor is able to meet the City’s technical requirements, has extensive experience working with projects of this size and scope, and have experience with local government clients, and users who rely on Microsoft collaboration technology. The City will not be going to bid for services at this time, as the scope of work was previously procured under RFP#219.

Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the General Fund to increase the amount of the agreement with AdaptivEdge, LLC for data retention and classification label services. Future year funding is contingent on Council approval.

Contract Modification Request
Agreement #
Current Authorized
Amount
FY 2021/22 Budget
Modified Request
Amount
Dept/CIP Account # Total Revised
Contract Amount
3617 $78,355 $70,000 01140001.552010 $148,355
Prepared By: Veronica Mitchell, Information Security Officer Approved Forwarded to Council

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Attachments:

A. OAKS INITIATIVE FORM
B. Executed PSA_Ct. No._3617_-_AdaptivEdge (first modification) C. Executed_PSA_Ct._No._3545_-_AdaptivEdge

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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: 7C35A398-DCA7-448D-BDB6-89764F6870D1

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Packet Pg. 1066 Attachment: OAKS INITIATIVE FORM [Revision 1] (5113 : AdaptivEdge Contract Mod No. 2)

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 # ___________________________ DocuSign Envelope ID: 7C35A398-DCA7-448D-BDB6-89764F6870D1 Stephen Soper
Stephen Soper
[email protected]
AdaptivEdge LLC
3/27/2022
415.534.9477
Stephen Soper Principal

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Contract No. 3617

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica (“City”) and AdaptivEdge (“AdaptivEdge”), 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. AdaptivEdge is qualified to do business, and is doing business, in the State of California. AdaptivEdge represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.

C. On or about December 23, 2019, the City and AdaptivEdge entered into Agreement Number 3545 (CCS) (“Contract 3545”) for professional services to design a SharePoint team site and information architecture in an amount not to exceed of $50,000.00.

D. Before the project was completed, the Contract 3545 inadvertently expired on June 30, 2020. The total amount paid out under the Contract 3545 was $16,081.91.

E. The City and AdaptivEdge now desire to enter into this Agreement for AdaptivEdge to complete the professional services to the City in an amount that does not exceed $61,490.

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, 2021, unless sooner terminated in accordance with Section 14.

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

3. City Services. The City agrees to:

3.1 Make available to AdaptivEdge 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 AdaptivEdge.

DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86 10/20/2020

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4. Compensation. The City will compensate AdaptivEdge for the Services performed in an amount not to exceed $61,490, as set forth in Exhibit B. The total amount of compensation paid to AdaptiveEdge for the Services under this Agreement and Contract No. 3545 will not exceed $77,571.91.

5. Invoices. AdaptivEdge 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, 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:

Information Services Department
City of Santa Monica
1685 Main Street, Room 105
Santa Monica, California 90401
Attention: Joseph Cevetello, Chief Information Officer
Re: Contract No. 3617
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. 3617

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

AdaptivEdge
2127 San Antonio Avenue
Alameda, CA 94501
Attention: Stephen Soper, Principal
[email protected], (415) 534-9477
Re: Contract No. 3617

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 AdaptivEdge or any of AdaptivEdge’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 DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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

9. Insurance. Prior to commencing work, AdaptivEdge 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 AdaptivEdge or AdaptivEdge’s agents, representatives, employees or subconsultants for the duration of this Agreement. AdaptivEdge 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 AdaptivEdge’s Services produced under this Agreement, AdaptivEdge 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 AdaptivEdge, or AdaptivEdge’s employees, agents, officers, and subconsultants. AdaptivEdge’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 AdaptivEdge, its employees, agents or officers, or subconsultants; provided, however, that AdaptivEdge’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 AdaptivEdge’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from AdaptivEdge, if City chooses to do so.

10.2 Enforcement Costs. AdaptivEdge 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 AdaptivEdge 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 DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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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 AdaptivEdge or of any general partner or joint venturer or syndicate member of AdaptivEdge, if a partnership or joint venture or syndicate exists, which results in changing the control of AdaptivEdge, 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. AdaptivEdge, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.

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 AdaptivEdge 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 AdaptivEdge.

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 AdaptivEdge. Upon termination of this Agreement, City will pay AdaptivEdge any compensation earned and unpaid up to the effective date of termination.

15. Compliance with Law. AdaptivEdge 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. AdaptivEdge 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. AdaptivEdge 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 AdaptivEdge 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. AdaptivEdge must keep the records, together with supporting documents, separate from other documents and DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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records and maintain them for a period of three years after receipt of final payment.

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

18.3 AdaptivEdge must allow the City to have free access to AdaptivEdge’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 AdaptivEdge’s records, and AdaptivEdge 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 AdaptivEdge, AdaptivEdge 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 AdaptivEdge or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by AdaptivEdge or any subconsultant pursuant to this Agreement may be made available to any individual or organization by AdaptivEdge without prior written approval by City.

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

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

21. Subconsultants.

21.1 If AdaptivEdge proposes to have any subconsultant perform any part of the Services, AdaptivEdge 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 AdaptivEdge will be responsible for the quality of any subconsultant’s work.

Every subcontract or agreement of any kind entered into between AdaptivEdge and any subconsultant (or between any subconsultant and others) must contain DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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the following provision:

This agreement is consistent with all terms and conditions of the Agreement No. entered into between the City of Santa Monica and AdaptivEdge 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 AdaptivEdge 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.

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 Manag
AdaptivEdge Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86 George Cardona
10/16/2020
Interim City Attorney
Principal
AdaptivEdge
10/16/2020
Stephen Soper
10/20/2020
Lane Dilg
10/20/2020
Interim City Manager
Denise Anderson-Warren
City Clerk
10/20/2020

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Packet Pg. 1073 Attachment: Executed PSA_Ct. No._3617_-_AdaptivEdge (first modification) [Revision 1] (5113 : AdaptivEdge Contract Mod No. 2) Exhibit A
Scope of Services
DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Packet Pg. 1074 Attachment: Executed PSA_Ct. No._3617_-_AdaptivEdge (first modification) [Revision 1] (5113 : AdaptivEdge Contract Mod No. 2) City of Santa Monica
Statement of Work
Police Department
SharePoint Online Migration
November 15, 2019
SOW 1174859321
Phone: 415.534.9477
E-Mail: [email protected]
Web: www.adaptivedge.com
DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Table of Contents
Project Overview.......................................................................................................................................................3 Phase 1: Envisioning & Requirements Gathering......................................................................................................5 Phase 2: Change Management .................................................................................................................................6 Phase 3: Design & Development...............................................................................................................................8 Phase 4: Training Development & Planning............................................................................................................10 Phase 5: SharePoint Pilot Migration .......................................................................................................................11 Phase 6: Training Delivery.......................................................................................................................................12 Phase 7: SharePoint Migration & Cutover ..............................................................................................................13 Assumptions............................................................................................................................................................14 Customer Responsibilities.......................................................................................................................................16 Estimated Project Effort..........................................................................................................................................17 Total Project Cost....................................................................................................................................................17 Terms and Conditions.............................................................................................................................................18 Change Control .......................................................................................................................................................18 Statement of Work Acceptance ..............................................................................................................................18 DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Project Overview
AdaptivEdge is pleased to provide City of Santa Monica (“Customer” and “City”) the services outlined in this Statement of Work (“SOW”) for the Police Department (“Department” and “PD”) SharePoint Online Migration (the “Project”).

The Santa Monica Police Department is currently leveraging an on-premises file share for content storage and collaboration. The City is looking to modernize and achieve digital transformation by leverage Office 365.

Specifically, the City would like to leverage SharePoint Online (and potentially Microsoft Teams) to provide a better experience for end user collaboration. The Customer would like to migrate on-premises SharePoint content to Office 365 to leverage the latest SharePoint features and capabilities. The SharePoint on-premises content to migrate is approximately 25 GB and the Department has approximately 500 users.

As part of the migration, the Customer would like to ensure that the move to Office 365 helps facilitate greater collaboration within the organization. To ensure a high return on investment the Customer would like to ensure successful end user adoption throughout the organization. In parallel, it is important that the Office 365 deployment focus on security and restricting access to content based on established permissions and compliance standards.

In order to drive adoption and usage it is important that the Customer focus on making the migrated content easy to navigate, browse and search. Additionally, it’s key that the Office 365 solution facilitate easy to use publishing so that users can add new content and continue to keep it fresh and future-proof. The Department will greatly benefit from a well-designed SharePoint team site that brings important and relevant content together into a single location. Some of that content will include the content to be migrated from the onpremises file share, but some of it will likely need to be created by Department stakeholders.

AdaptivEdge’s proposed approach is to develop a Department SharePoint site and information architecture that will promote collaboration and make it easy for department employees to find the content they are looking for.

This will be achieved by working with the Customer’s key business stakeholders and department leaders to promote relevant existing content and develop new content that promotes departmental collaboration and gives the Department a communication channel to the rest of the City. The current on-premises file share content will be migrated to the PD SharePoint site(s) and departmental content will be aggregated onto a welldesigned and aesthetically appealing department home page.

Microsoft Teams should also be considered within the scope of the migration and the goal for optimizing organizational collaboration. Teams works very well for intradepartmental communication and AdaptivEdge will work with the Customer to understand how users and departments can best leverage Teams as part of the migration and intranet design.

The project scope will include the following phases:
• Phase 1: Envisioning & Requirements Gathering
• Phase 2: Change Management (Optional)
• Phase 3: Design & Development
• Phase 4: Training Development & Planning
• Phase 5: SharePoint Pilot Migration
• Phase 6: End User Training
• Phase 7: SharePoint Migration & Cutover
DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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AdaptivEdge will be responsible for all Office 365 and SharePoint migration work outlined and included in this SOW. The delivery team will consist of a Senior Microsoft SharePoint Architect, Change Management Consultant and Project Manager. The project is expected to take eight to twelve weeks depending on Customer availability and scheduling for application validation and planned cutover windows.

The process used and end solution deployed for the Police Department will provide a re-usable template that the City can leverage for additional departmental migrations to Office 365.

DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Phase 1: Envisioning & Requirements Gathering
Overview
During this phase, AdaptivEdge consultants will lead Customer stakeholders through the process of collecting and analyzing requirements, work patterns, resources, roles, and content to establish the definition for a successful end-state. AdaptivEdge works with Customer business and technical stakeholders and staff to develop a clear vision of the strategy for developing the solution, and how it will deliver business value. This phase will establish the foundational structure for the information architecture, content scope, as well as the project vision for the subsequent phases.

Prerequisites
ü Customer use cases
ü Customer business requirements
ü Business, technical stakeholders have been identified and time scheduled for required input ü Full access to on-premises file server content for the Department Tasks
q Understand staff needs
o Plan and schedule meetings as appropriate based on initial input from staff o Conduct interviews on-site with stakeholders, staff and technical users o Gather usage metrics from current intranet and existing work processes q Inventory and analyze content
o Run recursive PowerShell inventory reports on the DFS content o Review DFS reports and assemble a model of the current folder structure o Review existing SharePoint Online content including site collections, sites, lists and libraries o Conduct card-sorting and information architecture design sessions q Develop user profiles for Police Department users within a set number of User Personas q Develop user requirements per user profile
q Define project team roles and project timelines
q Develop success criteria
Completion Criteria
ü Interviews completed and all pertinent information gathered and analyzed ü Draft information architecture strategy developed
ü Vision & Scope document delivered and reviewed with the Customer ü User Profile document detailing requirements for each persona/profile ü Project plan / product backlog delivered and reviewed with the Customer DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Phase 2: Change Management
Overview
The City understands that the implementation of Office 365 will have a great positive impact on the organization if rolled out successfully and adopted fully across the city’s departments. With over 500 users Department users, user acceptance and adoption cannot be simply assumed. A concerted effort to get all constituencies aware, supportive, and ready for the change will be critical for overall project success and return on investment realization.

AdaptivEdge has years of successful change-related implementation experience. We apply our experience through our Change Management Organization (CMO) Methodology to serve as a guide for project activities.

AdaptivEdge applies the applicable actions and deliverables to ensure an effective and efficient project delivery and adoption.

Prerequisites
ü Administrative access to the Customer’s Office environment ü Availability of all required stakeholders and IT personnel Tasks
q Build the Case for Change:
o Provide the change management premise and backing to support the Office 365 deployment and adoption by end users.
o Work with the Customer and project leadership to create the supporting business justification/rationale for foundational communication themes. q Build Communication Plan:
o Draft, review, modify and iterate one broad-based communications plan to support the project implementation; including (but not limited to):
§ Develop and document key organizational change messages and concepts § Target specific messages to audiences
§ Develop communication schedule with appropriate:
• Messaging
• Methods
• Targets
• Lead times
• Delivery dates
o Produce/co-produce (draft, write, ghostwrite, other) up to 3 communication pieces (per the plan) to facilitate the change process for the Customer stakeholders. o Build a Change Advocate Network (CAN) of respected leaders across the impacted areas to assist the project team by serving as ambassadors and enabling a two-way communication channel throughout the organization.

DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Completion Criteria ü Documented Case for Change ü Documented and finalized communication plan DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Phase 3: Design & Development
Overview
During this phase, AdaptivEdge consultants will work with Customer stakeholders to design and develop all aspects of the SharePoint Online intranet. AdaptivEdge will lead design sessions and provide the Customer with guidance as far as leveraging Web conventions to ensure that the site layout provides a low cost of entry to the user base. Because major projects are iterative and require flexibility, AdaptivEdge follows a formal change control process to ensure that projects evolve successfully while staying within budgetary guidelines. This phase establishes designs, testing strategies, and addresses deployment implications, operations management, supportability and operational acceptance criteria.

Prerequisites
ü Completion of prior phase(s)
ü Marketing style guides provided (if appropriate)
Tasks
q Develop the Office 365 Information Architecture and taxonomy q Develop draft structure
o Design constraints / parameters
q Design wireframes
q Develop page designs
o Content pages
o Navigation pages
o Color schemes
o Font treatments
q Develop home page designs
o Key components
§ News
§ Navigation
§ Key tools
§ Key information
§ Community / culture
§ Internal marketing
§ Collaboration
q Test and refine
o Organize and lead navigation testing using tree-testing methods o Organize and lead usability testing sessions
q Production Deployment:
o Create production sites
o Configure production sites and branding
o Create Teams and Channels in Microsoft Teams per the design (if appropriate/desired) DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Completion Criteria ü Home page designs, layouts, finalized and accepted ü Navigation architecture finalized and accepted ü Information architecture finalized and accepted DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Phase 4: Training Development & Planning
Overview
In parallel with Phase 3 and later phases, AdaptivEdge will work with the Customer to develop the training plan for the department. This will involve creation of the training content and a plan to deliver the training across all Department end users and power users.

Prerequisites
ü All required stakeholders and personnel are available Tasks
q Develop training content and plan based on audience and role o Content
o Schedule
o Logistics
Completion Criteria
ü Training format and content documented and finalized
ü Training schedule and logistics documented and finalized DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Phase 5: SharePoint Pilot Migration
Overview
During this phase, our consultants perform a limited Pilot migration. The migration duration is identified and used to further plan the overall migration and approach. The results are reviewed with the Customer.

Prerequisites
ü The tasks in previous phases are complete
ü The migration tool is installed and configured
ü File Server and Office 365 environments are accessible ü All required stakeholders and personnel are available Tasks
q Identify Pilot and Baseline migration batching
q Map the source content, permissions, metadata, and users to the target q Identify Pilot and Baseline migration batching
q Develop the migration timeline
q Configure Office 365 environment for migration
q Install and configure the SharePoint Migration Tool (SPMT) q Perform the Pilot migration to SharePoint Online for select department documents q Review migration results with Customer and refine as necessary q Update the migration approach and plan as needed
Completion Criteria
ü The Pilot migration is complete
ü The Pilot migration results is reviewed with the Customer ü All test cases have successfully passed
ü The migration approach and plan are reviewed with Customer DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Phase 6: Training Delivery
Overview
Training Delivery will be done in parallel with Phase 5 and through the end of the project based on the training schedule developed in Phase 4 and updated based on feedback. Training will consist of in-person training, webbased training, recorded training, short-topic training videos, how to guides and other appropriate training content that can be developed within the scope of effort included in the project.

Prerequisites
ü All required stakeholders and personnel are available Tasks
q Schedule and deliver on-site and remote training sessions over a period of several weeks or months. q Create an Office 365 Training & Adoption SharePoint site and upload all training materials and content to the site. Customize the site for ease of use & aesthetic appeal. q Record, edit and publish training videos for remote user on-demand training to the Office 365 Training & Adoption SharePoint site.
q Track and report data on remote training attendance over a one to two-month period q Provide recommendations on additional training that may be useful in the future based on feedback and data collected
Completion Criteria
ü Remote and on-site training delivered as per the training plan ü SharePoint or Teams site created and customized to provide easy on-demand access to all training content
ü Training videos recorded and published to the SharePoint/Teams Online training site ü Training site usage data analyzed and shared with the Customer DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Phase 7: SharePoint Migration & Cutover
Overview
During this phase, AdaptivEdge performs the actual migration as outlined in the documentation created in the previous phases. A phased migration process is leveraged in order to provide the affected users the ability to review and approve migrated content before moving on to the next batch. After the cut-over, users stop using the on-premises file share and start using SharePoint Online.

Prerequisites
ü Completion of all prior phases
Tasks
q Perform Baseline Migration:
o The migration schedule and batching are finalized with Customer personnel o Perform batch migration to SharePoint Online according to migration schedule and validate migrated content
q Execute SharePoint Online Cutover:
o Cutover migration batches are run
o The migrated content is validated
o After the Cutover, configure SharePoint on-premises content in read-only mode (users are to stop using the SharePoint on-premises)
q SharePoint Online Launch
o Assist with development of promotional items
o Assist with development of presentation topics
Completion Criteria
ü The migration schedule and batching are finalized
ü Baseline migration is successfully completed
ü SharePoint Launch is complete and on-premises SharePoint environment placed in read-only mode DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Assumptions
The following assumptions were made in the creation of this proposal. Should any of these assumptions prove to be incorrect, AdaptivEdge reserves the right to modify the scope or schedule of work as defined in this SOW. Any modifications that incur additional costs to the Client will follow the Change Control Process detailed within this SOW and require written Client approval.
• The requirements, design goals, and other information provided by the Customer to AdaptivEdge is accurate and complete and forms the foundation upon which this SOW is based. • The project start and completion dates are to be determined upon receipt of Purchase Order and signed acceptance of this SOW.
• All work will be performed remotely unless otherwise agreed upon. If on-site visits are required, then AdaptivEdge will invoice the Company for travel costs incurred. Adequate notice of one to two weeks is required for scheduling on-site visits. VPN access is required if work involves on-premises systems that are only accessible from the internal network. Given the scope of the project the only access required for on-premises is read-only access to the shared F: drive. SharePoint Administrator access to the Customer’s Office 365 tenant will also be required in order to complete the project within the budgeted hours.
• All work will be performed on a best effort basis. AdaptivEdge is not providing any guaranteed response time or Service Level Agreement (“SLA”).
• Work will be done independently but in close coordination and communication with the Customer.

Unless otherwise agreed upon in writing, work will not be done via shared screen sessions such as WebEx, as it will materially impact the level of effort quoted. • AdaptivEdge will be provided timely access to various resources necessary to complete the project including documentation, systems, accounts, applications, code, personnel and other artifacts that are directly related to the project.
• Work that is not specifically included in this SOW is considered to be out-of-scope. • There is a one-hour minimum for remote work and a six-hour minimum for on-site work. • Unless specified otherwise in this Statement of Work or agreed to in writing by the parties, Services shall be performed during Normal Business Hours. Company may be responsible for any additional labor costs associated with Services performed outside Normal Business Hours, which will be billed at 1.5 times the standard hourly rate.
• The time estimates are provided are based on AdaptivEdge’s experience and best judgment based on the information provided by Customer. AdaptivEdge cannot guarantee that the entire project can be completed within the time and cost estimates given. Unforeseen issues or complications may arise which cause more work to be expended than initially anticipated. If AdaptivEdge witnesses that the level of effort is exceeding the original estimate, the Company and Customer will be notified immediately. • The Project is expected to be completed in sixteen weeks or less and AdaptivEdge will dedicate the necessary resources to ensure that the Project is completed within that timeframe. If the Project status is “Active”, then the assigned AdaptivEdge engineers will be scheduled and invoice for no less than eight (8) hours per week and the assigned AdaptivEdge Project Manager will be scheduled and invoice for no less than two (2) hours per week. The Customer may request that the Project be placed on “Hold” status with written notification to the AdaptivEdge Project Manager. If a Project is placed in a Hold status, then no work will be performed, and the Company will not be invoiced for any time. The Customer must provide at least two weeks’ notice to re-activate the Project. Project minimums will be pro-rated based on the number of working days in a week when a National Holiday occurs or if DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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AdaptivEdge resources are unavailable for any reason. AdaptivEdge will work with the Customer to accommodate individual paid time off schedules and organization-wide closures for holidays, etc. • Microsoft Office 365 is a Microsoft service and Customer will secure all subscriptions with Microsoft.

AdaptivEdge is providing consulting services and this SOW does not cover the cost of subscriptions or any other software licensing unless expressly included herein. • General uptime, availability and guaranteed functionality for Office 365 is controlled by Microsoft and AdaptivEdge cannot be held responsible for any service outages or impaired functionality experienced by the Customer on the Office 365 hosted platform.
• The Project does not include any installation, customization or configuration of Office 365, Office or end user workstations other than the configuration of the SharePoint Online Police Department site specifically detailed in Phase 3. AdaptivEdge will inform the City if significant deficiencies are discovered throughout the engagement. Out of scope hands-on configuration includes:
o Modification of security, compliance and governance controls or configurations o Migration of any content within Office 365 or from on-premises to Office 365 outside of the ~25 gb file share content identified for the Police Department (the “F: drive”) o Azure Active Directory configuration
o Troubleshooting or issue remediation of any on-premises systems o Configuration of any net new Office 365 workloads not already in place, excluding Teams usage for the Police Department only
o Any material technical re-configuration and modifications for Office 365 workloads already in place
o Any departmental tasks related to any department other than the Police Department. • Training may include in-person training, web-based training or video recorded trainings. The specific modes of training will be determined in phases 4 and 6 of the project but may be blended together to achieve the optimal utilization of training effort.
• The City will provide adequate facilities for all in-person trainings. • The $15,000 credit shown in the Cost Proposal below assumes that the Customer will utilize 15 Microsoft deployment planning services (“DPS”) voucher days and assign those vouchers to AdaptivEdge. The City has already assigned the 15 voucher days to AdaptivEdge.

DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Customer Responsibilities
The following Customer Responsibilities are assumed in the creation of this SOW. Should the Customer fail to meet any of these responsibilities, then the Project may require more time or effort than originally scoped and a Change Order may be required.
• Customer will be responsible for providing to AdaptivEdge staff, in a timely manner, the following resources and information required to complete the tasks in this SOW:
o Usernames and passwords required to log in to devices that AdaptivEdge needs access to or the availability of a Customer staff member to enter usernames and passwords when required. This will primarily consist of read-only access to the F: drive and SharePoint Online Administrator access.
o Existing documentation relating to the Customer systems, application, processes or personnel that AdaptivEdge requires to complete the work, including, but not limited to, network diagrams, IP addresses, device configurations, requirements documents, etc. o A Customer staff member available to answer questions that may arise during the course of the project.
o Secure VPN access for the duration of the project for login to on-premises systems or applications that can only be accessed via the internal network. • Customer will be responsible for assisting with all testing and validation tasks contained within the SOW.

The City will need to assist with testing and validation to ensure that the content is migrated properly and that the final solution functions as intended per the design. This work will likely be done by IT resources, PD stakeholders and other City Stakeholders depending on the nature of the testing required. • Customer will be responsible for procurement of valid software licenses and/or subscriptions prior to the start of the project.
• Customer will not perform any system upgrades during the time of the project. The only system that would impact the project is Active Directory and the file servers containing F: drive content. • Customer will assist with identifying key internal resources to be involved with the project and will lead communication efforts with those individuals to coordinate meetings, interviews and feedback as required.
• Customer will be responsible for provisioning virtual machines, storage and any required infrastructure per the design. A virtual machine will be required for the SharePoint Migration Tool (SPMT) that meets the requirements documented here.
• Customer will be responsible for all networking tasks including switch, router, firewall, DNS, VPN and load balancer changes, should they be required. None are anticipated. • Customer will be responsible for all Client-side software updates or installations required to make the project successful.
• Customer will be responsible for maintaining proper backups of the environment. • Customer will be responsible for all end user communication and support. • Customer will accept full responsibility of the solution upon completion of the final task included in this SOW.
• Customer will meet at the conclusion of this Project, either in person or via telephone to bring to closure the project within five (5) days of Project completion notification from AdaptivEdge.

DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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• Client will provide adequate on-site training facilities. • Client will handle any printed materials that the Client deems appropriate including; student manuals, quick reference guides, etc.
• Client will be responsible for ensuring that on-site training users have access to a workstation with access to Office 365.

Estimated Project Effort
AdaptivEdge estimates the following level of effort to complete the project, broken down by phase:

Phase Estimated
Hours
Phase 1: Envisioning & Requirements Gathering 64
Phase 2: Change Management (Optional) 40
Phase 3: Design & Development 64
Phase 4: Training Development & Planning 24
Phase 5: SharePoint Pilot Migration 32
Phase 6: End User Training 56
Phase 7: SharePoint Migration & Cutover 24
TOTAL 304
Total Project Cost
Time and Materials
AdaptivEdge will invoice Company on a Time and Materials basis for the Service. Fees identified in this SOW are an estimate only based on information currently available. Actual duration and cost of the Service could vary accordingly. Company will be charged for actual time spent not estimated fee. AdaptivEdge reserves the right to stop work to avoid exceeding the amount funded by Company purchase orders.

AdaptivEdge will semi-monthly for the actual hours worked at the rates identified below and actual expenses incurred.

Consulting Services Estimated
Hours
Hourly
Rate
Estimated
Cost
Senior SharePoint Architect 264 $170/hr $44,880
Organizational Change Management Specialist 40 $170/hr $6,800 Project Manager 64 $130/hr $8,320
Estimated Travel Expenses $5,000
Less: Microsoft DPS Vouchers ($15,000)
TOTAL 368 $50,000
DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Terms and Conditions
This SOW constitutes the full scope of services and is governed by the Terms and Conditions of the Master Services Agreement (“MSA”) executed by the parties on _________. Any amendment, waiver or other alteration of this SOW shall be effective only if made in a writing signed by both parties. Any amendment, waiver or other alteration of this SOW shall be effective only if made in a writing signed by both parties.

This SOW is proprietary to AdaptivEdge and is deemed a trade secret under U.S.T.A. and other applicable laws and shall be treated by Customer as confidential. No portion of this SOW may be published or disclosed, in whole or in part, to any other party without the written consent and authorization by AdaptivEdge.

Prices are valid for ninety (“90”) calendar days provided work commences within thirty days of the date of this SOW. If Customer signs this SOW after the expiration date, then the Services may be re-scoped and re-quoted.

Change Control
AdaptivEdge and Customer will address changes required to the scope of this project, including tasks, work products, dates, durations, and assumptions, through the change control process. When either AdaptivEdge or Customer determines a change is required, AdaptivEdge will complete a change order (“Change Order”) and provide to the Customer designated contact for review and signature of acceptance. Designated contact for review and signature may be different from SOW designated contact for review and signature.

Statement of Work Acceptance
IN WITNESS WHEREOF, the Parties have caused this SOW to be executed by their duly authorized representatives. Customer shall execute and send the SOW, in its entirety, to AdaptivEdge. The SOW is not deemed valid until all pages are received and the SOW is fully executed by both parties.

The undersigned, a person authorized by Customer to sign this SOW, knows the contents thereof, and agrees to the terms set forth.

AdaptivEdge City of Santa Monica
Name: Name:

Title: Title:

Date: Date:

Signature: Signature:

Oscar Santiago
Administrative Services Officer
DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Statement of Work
Microsoft Teams Pilot
September 23, 2020
SOW 2874435131
Phone: 415.534.9477
E-Mail: [email protected]
Web: www.adaptivedge.com
DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Table of Contents
Project Overview.......................................................................................................................................................3 Phase 1: Envisioning & Requirements Gathering......................................................................................................5 Phase 2: Teams Technical & Governance Design......................................................................................................6 Phase 3: Information Architecture............................................................................................................................7 Phase 4: Training.......................................................................................................................................................8 Assumptions..............................................................................................................................................................9 Customer Responsibilities.......................................................................................................................................11 Estimated Project Effort..........................................................................................................................................12 Total Project Cost....................................................................................................................................................12 Terms and Conditions.............................................................................................................................................13 Change Control .......................................................................................................................................................13 Statement of Work Acceptance ..............................................................................................................................13 DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Project Overview
AdaptivEdge is pleased to provide City of Santa Monica (“Customer” and “City”) the services outlined in this Statement of Work (“SOW”) for the Microsoft Teams Rollout project (the “Project”).

The City of Santa Monica is looking to conduct a pilot of rollout Microsoft Teams (the “Pilot”) to improve collaboration and efficiency across departments. The City owns Microsoft Teams licenses and has been piloting Teams within the IT department. The value of Teams has become apparent the rollout more urgent given the number of users working from home due to the COVID-19 pandemic.

The Pilot will consist of the following departments and users:
• IT and Power User Group: 110 users
• Library: 47 users
• Finance: 73 users
• Community Services Department: 90 users
The City wants to ensure that the rollout of Microsoft Teams is done effectively to minimize confusion and resistance and efficiently to realize the benefits as quickly as possible. In parallel, the City wants to ensure that Microsoft Teams security, governance and compliance is in place prior to rolling out Teams organization-wide.

The Customer currently leverages Skype for Business 2015 on-premises for instant messaging, peer-to-peer audio/video and external web conferencing. The intent is to leverage a side-by-side approach where Skype for Business and Teams can be used in parallel allowing the Customer the flexibility to onboard users to Teams in a phased approach. The current plan is that Skype for Business on-premises will not be configured in hybrid mode and user profiles will not be migrated to Skype for Business Online. Leveraging Teams telephony is not part of the project scope but can be addressed as part of the Teams envisioning and roadmap as the Customer desires.

AdaptivEdge leverages a holistic approach to ensure end user adoption:

AdaptivEdge will assist the Customer in developing a Teams rollout plan and supporting design. The Teams design phase will include the development of a rollout plan that addresses co-existence with Skype for Business on-premises and limits the business impact by eliminating unnecessary change. The design phase will also DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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include a review of all Teams and Office 365 Groups settings from a security, governance and compliance perspective.

After finalization of the Teams governance design, AdaptivEdge will work with a pilot group of departments and stakeholders to aid, train and assist stakeholders in configuring Teams elements (teams, channels, tabs, SharePoint lists/libraries, apps, etc) to support collaboration needs and business requirements. Microsoft Store Teams training will be leveraged for administrative and end user Teams training and AdaptivEdge will supplement training as needed.

The Project scope will include the following phases:

Phase 1: Envisioning & Requirements Gathering
Phase 2: Teams Technical & Governance Design
Phase 3: Information Architecture
Phase 4: Training
This SOW only covers the Pilot departments and users listed above and does not include the rollout of Teams across all City departments and users. AdaptivEdge recommends that ongoing Teams monitoring, optimization and training be provided beyond the Pilot scope, which is not included in this SOW. AdaptivEdge will work with the City to help plan for ongoing Teams efforts and can augment City staff as needed as part of a separate SOW.

AdaptivEdge will be responsible for all Teams and Office 365 work outlined and included in this SOW. The delivery team will consist of one to two Senior Microsoft Engineers and a Project Manager. The Project is expected to take approximately six to eight weeks depending on Customer availability and scheduling for testing and planned cutover windows.

DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Phase 1: Envisioning & Requirements Gathering
Overview
During this phase, AdaptivEdge consultants will lead Customer stakeholders through the process of collecting and analyzing requirements, work patterns, resources, roles, and content to establish the definition for a successful end-state. AdaptivEdge works with Customer business and technical stakeholders and staff to develop a clear vision of the strategy for developing the solution, and how it will deliver business value. This phase will establish the foundational structure for the information architecture, content scope, as well as the project vision for the subsequent phases.

Prerequisites
ü Business, technical stakeholders have been identified ü Global Reader and SharePoint administrator access to Office 365 Tasks
q Identify potential project stakeholders and champions q Qualify stakeholder participation and roles
q Conduct Teams workshops with stakeholders covering Teams core functionality:
o Meetings
o Chat
o Conversations and files
o Tabs and extensibility
o Teams Live Events
q Work with stakeholders to Identify and prioritize use cases q Develop a Teams roadmap detailing the introduction of Teams across Pilot departments q Document audiences and personas
q Document technical, functional and licensing requirements for use cases and personas q Develop high-level communication plan
q Develop success criteria
Completion Criteria
ü Teams stakeholder and champion group solidified
ü Workshops delivered
ü Roadmap documented and finalized with Customer feedback ü Audiences, personas and requirements documented
ü High-level communication plan and success criteria
DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Phase 2: Teams Technical & Governance Design
Overview
Based on the roadmap of Teams features and functionality established in Phase 1, AdaptivEdge will work with the Customer to design and document all Teams settings that will provide required functionality and governance. This will include co-existence planning with Skype for Business on-premises.

Prerequisites
ü Completion of Phase 1
ü Availability of all required stakeholders and IT personnel Tasks
q Review reports on existing usage of Skype for Business on-premises q Review network requirements for planned use cases and workloads q Teams client deployment planning
q Review and document Teams-related settings for:
o Azure AD external collaboration settings
o SharePoint & OneDrive settings
o Data Loss Prevention (DLP)
o Conditional access
o Office 365 Groups naming and classification
o Office 365 Groups expiration and retention
o Teams archive and restore
o Teams administrator roles and permissions
o Organizational settings
o Meetings policies
o Messaging policies
o Voice settings
o App policies
q Work with the Customer to implement all policy and setting changes based on the design q Develop a Teams creation policy and process
q Provide guidance for ongoing management and operations Completion Criteria
ü Teams-related settings and policies reviewed, finalized and implemented ü Teams creation policy and process documented
DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Phase 3: Information Architecture
Overview
AdaptivEdge will work with key Pilot stakeholders to build a foundational Teams information architecture for the departments and sub-departments involved in the Pilot. The information architecture will include the structure of Teams, Channels and Tabs that will facilitate the use cases highlighted in Phase 1 by integrating content and solutions that exist in Office 365 and 3rd party applications that can be integrated into Teams.

Prerequisites
ü Completion of Phase 1
Tasks
q Review existing top-level information architecture artifacts including organizational chart, intranet, folder shares, SharePoint sites and communications
q Inventory SharePoint Online content and Office 365 Groups q Develop a top-level Teams information architecture with stakeholder guidance and input q Aid, train and assist stakeholders in configuring Teams elements:
o Teams
o Channels
o Existing SharePoint lists/libraries
o Websites
o Planner
o Stream
o Microsoft Lists
o Approved 3rd party apps
q Refine process and modify the rollout plan based on feedback from the Pilot Completion Criteria
ü Teams information architecture developed and implemented for the Pilot departments DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Phase 4: Training
Overview
The final phase of the project will be end user training for Pilot departments and users. Microsoft Store training will also be leveraged in combination with training provided by AdaptivEdge. Training content and use cases will be developed with Customer input and based on AdaptivEdge experience and best practices. Training sessions will be recorded for future reference and AdaptivEdge will provide additional training resources that the Customer can re-use and re-purpose for the organization-wide rollout of Teams.

Prerequisites
ü Pilot users identified and made available for training ü Completion of all prior phases
Tasks
q Develop training plan based on audience and role:
o Content
o Schedule
o Logistics
q Review and document remote training logistics
q Work with the Customer to configure Teams channels and upload demo content to be used for the training purposes
q Finalize a detailed project plan for the training delivery and follow-up q Rehearse and prepare for training delivery sessions
q Provide up to sixteen hours of end user and administrator training across multiple sessions, as required q Create an Office 365 Training & Adoption SharePoint site and upload all training materials and content to the site. Customize the site for ease of use & aesthetic appeal. Optionally, the training content will be provided to the Customer for inclusion in a Learning Management System (LMS) or other location. q Upload recorded videos and other training material to the Training and Adoption site Completion Criteria
ü Training groups and content finalized
ü Training session requirements finalized and documented ü Training site created and training content uploaded
DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Assumptions
The following assumptions were made in the creation of this proposal. Should any of these assumptions prove to be incorrect, AdaptivEdge reserves the right to modify the scope or schedule of work as defined in this SOW. Any modifications that incur additional costs to the Client will follow the Change Control Process detailed within this SOW and require written Client approval.
• The requirements, design goals, and other information provided by the Customer to AdaptivEdge is accurate and complete and forms the foundation upon which this SOW is based. • The project start and completion dates are to be determined upon receipt of Purchase Order and signed acceptance of this SOW.
• All work will be performed remotely unless otherwise agreed upon. If on-site visits are required, then AdaptivEdge will invoice the Company for travel costs incurred. Adequate notice of one to two weeks is required for scheduling on-site visits. VPN access is required if work involves on-premises systems that are only accessible from the internal network.
• All work will be performed on a best effort basis. AdaptivEdge is not providing any guaranteed response time or Service Level Agreement (“SLA”).
• Work will be done independently but in close coordination and communication with the Customer.

Unless otherwise agreed upon in writing, work will not be done via shared screen sessions such as WebEx, as it will materially impact the level of effort quoted. • AdaptivEdge will be provided timely access to various resources necessary to complete the project including documentation, systems, accounts, applications, code, personnel and other artifacts that are directly related to the project.
• Work that is not specifically included in this SOW is considered to be out-of-scope. • There is a one-hour minimum for remote work and a six-hour minimum for on-site work. • Unless specified otherwise in this Statement of Work or agreed to in writing by the parties, Services shall be performed during Normal Business Hours. Company may be responsible for any additional labor costs associated with Services performed outside Normal Business Hours, which will be billed at 1.5 times the standard hourly rate.
• The time estimates are provided are based on AdaptivEdge’s experience and best judgment based on the information provided by Customer. AdaptivEdge cannot guarantee that the entire project can be completed within the time and cost estimates given. Unforeseen issues or complications may arise which cause more work to be expended than initially anticipated. If AdaptivEdge witnesses that the level of effort is exceeding the original estimate, the Company and Customer will be notified immediately. • The Project is expected to be completed in twenty weeks or less and AdaptivEdge will dedicate the necessary resources to ensure that the Project is completed within that timeframe. If the Project status is “Active”, then the assigned AdaptivEdge engineers will be scheduled and invoice for no less than eight (8) hours per week and the assigned AdaptivEdge Project Manager will be scheduled and invoice for no less than two (2) hours per week. The Customer may request that the Project be placed on “Hold” status with written notification to the AdaptivEdge Project Manager. If a Project is placed in a Hold status, then no work will be performed, and the Company will not be invoiced for any time. The Customer must provide at least two weeks’ notice to re-activate the Project. Project minimums will be pro-rated based on the number of working days in a week when a National Holiday occurs or if AdaptivEdge resources are unavailable for any reason. AdaptivEdge will work with the Customer to accommodate individual paid time off schedules and organization-wide closures for holidays, etc.

DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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• Microsoft Office 365 is a Microsoft service and Customer will secure all subscriptions with Microsoft.

AdaptivEdge is providing consulting services and this SOW does not cover the cost of subscriptions or any other software licensing unless expressly included herein. • General uptime, availability and guaranteed functionality for Office 365 is controlled by Microsoft and AdaptivEdge cannot be held responsible for any service outages or impaired functionality experienced by the Customer on the Office 365 hosted platform.
• Some amount of end user training will be delivered by Microsoft Store training resources. AdaptivEdge will supplement Microsoft-provided training as needed.
• The $7,500 credit shown in the Cost Proposal below will leverage $4,000 in Partner Investment Engine (“PIE”) funding and $3,500 for Microsoft Accelerator Workshop funding. Use of these funds assumes that the Customer will promptly provide Proof of Execution (“POE”) to Microsoft upon completion of funding activities.
• Information Architecture scope is limited to no more than 10 teams, 30 channels and 50 tabs (not including Channel default Conversation and Files tabs) in aggregate. • Training content will be delivered as-is in native file formats such as Office, PDF and MPEG. The project scope does not include providing SCORM formatted training material or any other required format for the Customer’s LMS.

DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Customer Responsibilities
The following Customer Responsibilities are assumed in the creation of this SOW. Should the Customer fail to meet any of these responsibilities, then the Project may require more time or effort than originally scoped and a Change Order may be required.
• Customer will be responsible for providing to AdaptivEdge staff, in a timely manner, the following resources and information required to complete the tasks in this SOW:
o Usernames and passwords required to log in to devices that AdaptivEdge needs access to or the availability of a Customer staff member to enter usernames and passwords when required. This will primarily consist of read-only access to the F: drive and SharePoint Online Administrator access.
o Existing documentation relating to the Customer systems, application, processes or personnel that AdaptivEdge requires to complete the work, including, but not limited to, network diagrams, IP addresses, device configurations, requirements documents, etc. o A Customer staff member available to answer questions that may arise during the course of the project.
o Secure VPN access for the duration of the project for login to on-premises systems or applications that can only be accessed via the internal network. • Customer will be responsible for procurement of valid software licenses and/or subscriptions prior to the start of the project.
• Customer will not perform any system upgrades during the time of the project that would materially impact the Teams rollout.
• Customer will assist with identifying key internal resources to be involved with the project and will lead communication efforts with those individuals to coordinate meetings, interviews and feedback as required.
• Customer will be responsible for all networking tasks including switch, router, firewall, DNS, VPN and load balancer changes, should they be required. None are anticipated. • Customer will be responsible for all Client-side software updates or installations required to make the project successful.
• Customer will be responsible for maintaining proper backups of the environment. • Customer will be responsible for all end user communication and support beyond the effort included by AdaptivEdge to engage with and support stakeholders and Change Champions. • Customer will meet at the conclusion of this Project, either in person or via telephone to bring to closure the project within five (5) days of Project completion notification from AdaptivEdge. • Client will handle any printed materials that the Client deems appropriate including; student manuals, quick reference guides, etc.

DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Estimated Project Effort
AdaptivEdge estimates the following level of effort to complete the project, broken down by phase:

Phase Estimated
Hours
Phase 1: Envisioning & Requirements Gathering 48
Phase 2: Teams Technical & Governance Design 32
Phase 3: Information Architecture 40
Phase 4: Training 48
TOTAL 168
Total Project Cost
Time and Materials
AdaptivEdge will invoice Company on a Time and Materials basis for the Service. Fees identified in this SOW are an estimate only based on information currently available. Actual duration and cost of the Service could vary accordingly. Company will be charged for actual time spent not estimated fee. AdaptivEdge reserves the right to stop work to avoid exceeding the amount funded by Company purchase orders.

AdaptivEdge will semi-monthly for the actual hours worked at the rates identified below and actual expenses incurred.

Consulting Services Estimated
Hours
Hourly
Rate
Estimated
Cost
Senior Office 365 Teams Architect 168 $175/hr $29,400
Project Manager 42 $135/hr $5,670
Estimated Travel Expenses $0
Less: Microsoft Funding ($7,500)
TOTAL 210 $27,570
DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Terms and Conditions
This SOW constitutes the full scope of services and is governed by the Terms and Conditions of the Professional Services Agreement (“MSA”) executed by the parties on December 23, 2019. Any amendment, waiver or other alteration of this SOW shall be effective only if made in a writing signed by both parties. Any amendment, waiver or other alteration of this SOW shall be effective only if made in a writing signed by both parties.

This SOW is proprietary to AdaptivEdge and is deemed a trade secret under U.S.T.A. and other applicable laws and shall be treated by Customer as confidential. No portion of this SOW may be published or disclosed, in whole or in part, to any other party without the written consent and authorization by AdaptivEdge.

Prices are valid for ninety (“90”) calendar days provided work commences within thirty days of the date of this SOW. If Customer signs this SOW after the expiration date, then the Services may be re-scoped and re-quoted.

Change Control
AdaptivEdge and Customer will address changes required to the scope of this project, including tasks, work products, dates, durations, and assumptions, through the change control process. When either AdaptivEdge or Customer determines a change is required, AdaptivEdge will complete a change order (“Change Order”) and provide to the Customer designated contact for review and signature of acceptance. Designated contact for review and signature may be different from SOW designated contact for review and signature.

Statement of Work Acceptance
IN WITNESS WHEREOF, the Parties have caused this SOW to be executed by their duly authorized representatives. Customer shall execute and send the SOW, in its entirety, to AdaptivEdge. The SOW is not deemed valid until all pages are received and the SOW is fully executed by both parties.

The undersigned, a person authorized by Customer to sign this SOW, knows the contents thereof, and agrees to the terms set forth.

AdaptivEdge City of Santa Monica
Name: Name:

Title: Title:

Date: Date:

Signature: Signature:
10/1/2020 Chief Information Officer Joseph Cevetello
DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Packet Pg. 1105 Attachment: Executed PSA_Ct. No._3617_-_AdaptivEdge (first modification) [Revision 1] (5113 : AdaptivEdge Contract Mod No. 2) Exhibit B
Budget
The City will compensate AdaptivEdge for all Services performed under this Agreement in an amount not to exceed $61,668.09.

The City previously paid AdaptiveEdge $16,081.91 under Contract 3545. The total amount of compensation paid to AdaptiveEdge for the Services under this Agreement and Contract No. 3545 will not exceed $77,571.91.

AdaptivEdge will bill the City semi-monthly for the actual hours worked at the rates identified below and actual expenses incurred.

AdaptivEdge will bill the City semi-monthly for the actual hours worked at the rates identified below and actual expenses incurred.

The $22,500 credits shown in the Cost Proposal above reflects that AdaptivEdge will honor the Microsoft deployment planning services (“DPS”) voucher days assigned to them by the City.

DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Insurance Requirements and Verifications
Consultant shall procure and maintain for the duration of the Agreement insurance against claims 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. Technology Professional Errors and Omissions/Cyber Liability: Insurance with a limit of not less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, invasion of privacy violations, information theft, release of private information, alteration of electronic information, extortion, and network security. The policy shall also provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations. Further, the policy shall include, or be endorsed to include property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data or information “property” of the City of Santa Monica in the care, custody, and control of the Consultant.

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 DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Packet Pg. 1107 Attachment: Executed PSA_Ct. No._3617_-_AdaptivEdge (first modification) [Revision 1] (5113 : AdaptivEdge Contract Mod No. 2) 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 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 deductible or 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
DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Packet Pg. 1108 Attachment: Executed PSA_Ct. No._3617_-_AdaptivEdge (first modification) [Revision 1] (5113 : AdaptivEdge Contract Mod No. 2) 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.
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.

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

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
DocuSign Envelope ID: 192235EF-B10C-401E-B542-F057D226FF86

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Packet Pg. 1109 Attachment: Executed PSA_Ct. No._3617_-_AdaptivEdge (first modification) [Revision 1] (5113 : AdaptivEdge Contract Mod No. 2) # 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: 192235EF-B10C-401E-B542-F057D226FF86

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Contract No. 3545

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica (“City”) and AdaptivEdge (“AdaptivEdge”), 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. AdaptivEdge is qualified to do business, and is doing business, in the State of California. AdaptivEdge represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.

C. The City and AdaptivEdge now desire to enter into an agreement for AdaptivEdge 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, 2020, unless sooner terminated in accordance with Section 14.

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

3. City Services. The City agrees to:

3.1 Make available to AdaptivEdge 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 AdaptivEdge.

4. Compensation. The City will compensate AdaptivEdge for the Services performed in an amount not to exceed $50,000, as set forth in Exhibit B.

5. Invoices. AdaptivEdge 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: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 12/23/2019

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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:

Information Services Department
City of Santa Monica
1685 Main Street, Room 105
Santa Monica, California 90401
Attention: Joseph Cevetello, Chief Information Officer
Re: Contract No. 3545
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. 3545

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

AdaptivEdge
2127 San Antonio Avenue
Alameda, CA 94501
Attention: Stephen Soper, Principal
[email protected], (415) 534-9477
Re: Contract No. 3545

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 AdaptivEdge or any of AdaptivEdge’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 AdaptivEdge, and approved as to form by the City Attorney.

9. Insurance. Prior to commencing work, AdaptivEdge 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 AdaptivEdge or AdaptivEdge’s agents, representatives, employees or subconsultants for the duration of this Agreement. AdaptivEdge must obtain insurance that, at a minimum, meets the DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.

10. Defense and Indemnification.

10.1 Indemnification. As to AdaptivEdge’s Services produced under this Agreement, AdaptivEdge 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 AdaptivEdge, or AdaptivEdge’s employees, agents, officers, and subconsultants. AdaptivEdge’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 AdaptivEdge, its employees, agents or officers, or subconsultants; provided, however, that AdaptivEdge’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 AdaptivEdge’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from AdaptivEdge, if City chooses to do so.

10.2 Enforcement Costs. AdaptivEdge 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 AdaptivEdge 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 AdaptivEdge or of any general partner or joint venturer or syndicate member of AdaptivEdge, if a partnership or joint venture or syndicate exists, which results in changing the control of AdaptivEdge, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.

DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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

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 AdaptivEdge 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 AdaptivEdge.

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 AdaptivEdge. Upon termination of this Agreement, City will pay AdaptivEdge any compensation earned and unpaid up to the effective date of termination.

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

DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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18.3 AdaptivEdge must allow the City to have free access to AdaptivEdge’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 AdaptivEdge’s records, and AdaptivEdge 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 AdaptivEdge, AdaptivEdge 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 AdaptivEdge or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by AdaptivEdge or any subconsultant pursuant to this Agreement may be made available to any individual or organization by AdaptivEdge without prior written approval by City.

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

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

21. Subconsultants.

21.1 If AdaptivEdge proposes to have any subconsultant perform any part of the Services, AdaptivEdge 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 AdaptivEdge will be responsible for the quality of any subconsultant’s work.

Every subcontract or agreement of any kind entered into between AdaptivEdge 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. 3545 entered into between the City of Santa Monica and AdaptivEdge 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 AdaptivEdge agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 12/23/2019

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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.

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
AdaptivEdge Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 Lane Dilg
12/23/2019
City Attorney
Principal
AdaptivEdge
12/23/2019
Stephen Soper
CIO
Joseph Cevetello
12/23/2019
Nikima Newsome
12/24/2019
Assistant City Clerk

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Packet Pg. 1116 Attachment: Executed_PSA_Ct._No._3545_-_AdaptivEdge (5113 : AdaptivEdge Contract Mod No. 2) Exhibit A
Scope of Services
DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Packet Pg. 1117 Attachment: Executed_PSA_Ct._No._3545_-_AdaptivEdge (5113 : AdaptivEdge Contract Mod No. 2) City of Santa Monica
Statement of Work
Police Department
SharePoint Online Migration
November 15, 2019
SOW 1174859321
Phone: 415.534.9477
E-Mail: [email protected]
Web: www.adaptivedge.com
DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Table of Contents
Project Overview.......................................................................................................................................................3 Phase 1: Envisioning & Requirements Gathering......................................................................................................5 Phase 2: Change Management .................................................................................................................................6 Phase 3: Design & Development...............................................................................................................................8 Phase 4: Training Development & Planning............................................................................................................10 Phase 5: SharePoint Pilot Migration .......................................................................................................................11 Phase 6: Training Delivery.......................................................................................................................................12 Phase 7: SharePoint Migration & Cutover ..............................................................................................................13 Assumptions............................................................................................................................................................14 Customer Responsibilities.......................................................................................................................................16 Estimated Project Effort..........................................................................................................................................17 Total Project Cost....................................................................................................................................................17 Terms and Conditions.............................................................................................................................................18 Change Control .......................................................................................................................................................18 Statement of Work Acceptance ..............................................................................................................................18 DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Project Overview
AdaptivEdge is pleased to provide City of Santa Monica (“Customer” and “City”) the services outlined in this Statement of Work (“SOW”) for the Police Department (“Department” and “PD”) SharePoint Online Migration (the “Project”).

The Santa Monica Police Department is currently leveraging an on-premises file share for content storage and collaboration. The City is looking to modernize and achieve digital transformation by leverage Office 365.

Specifically, the City would like to leverage SharePoint Online (and potentially Microsoft Teams) to provide a better experience for end user collaboration. The Customer would like to migrate on-premises SharePoint content to Office 365 to leverage the latest SharePoint features and capabilities. The SharePoint on-premises content to migrate is approximately 25 GB and the Department has approximately 500 users.

As part of the migration, the Customer would like to ensure that the move to Office 365 helps facilitate greater collaboration within the organization. To ensure a high return on investment the Customer would like to ensure successful end user adoption throughout the organization. In parallel, it is important that the Office 365 deployment focus on security and restricting access to content based on established permissions and compliance standards.

In order to drive adoption and usage it is important that the Customer focus on making the migrated content easy to navigate, browse and search. Additionally, it’s key that the Office 365 solution facilitate easy to use publishing so that users can add new content and continue to keep it fresh and future-proof. The Department will greatly benefit from a well-designed SharePoint team site that brings important and relevant content together into a single location. Some of that content will include the content to be migrated from the onpremises file share, but some of it will likely need to be created by Department stakeholders.

AdaptivEdge’s proposed approach is to develop a Department SharePoint site and information architecture that will promote collaboration and make it easy for department employees to find the content they are looking for.

This will be achieved by working with the Customer’s key business stakeholders and department leaders to promote relevant existing content and develop new content that promotes departmental collaboration and gives the Department a communication channel to the rest of the City. The current on-premises file share content will be migrated to the PD SharePoint site(s) and departmental content will be aggregated onto a welldesigned and aesthetically appealing department home page.

Microsoft Teams should also be considered within the scope of the migration and the goal for optimizing organizational collaboration. Teams works very well for intradepartmental communication and AdaptivEdge will work with the Customer to understand how users and departments can best leverage Teams as part of the migration and intranet design.

The project scope will include the following phases:
• Phase 1: Envisioning & Requirements Gathering
• Phase 2: Change Management (Optional)
• Phase 3: Design & Development
• Phase 4: Training Development & Planning
• Phase 5: SharePoint Pilot Migration
• Phase 6: End User Training
• Phase 7: SharePoint Migration & Cutover
DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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AdaptivEdge will be responsible for all Office 365 and SharePoint migration work outlined and included in this SOW. The delivery team will consist of a Senior Microsoft SharePoint Architect, Change Management Consultant and Project Manager. The project is expected to take eight to twelve weeks depending on Customer availability and scheduling for application validation and planned cutover windows.

The process used and end solution deployed for the Police Department will provide a re-usable template that the City can leverage for additional departmental migrations to Office 365.

DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Phase 1: Envisioning & Requirements Gathering
Overview
During this phase, AdaptivEdge consultants will lead Customer stakeholders through the process of collecting and analyzing requirements, work patterns, resources, roles, and content to establish the definition for a successful end-state. AdaptivEdge works with Customer business and technical stakeholders and staff to develop a clear vision of the strategy for developing the solution, and how it will deliver business value. This phase will establish the foundational structure for the information architecture, content scope, as well as the project vision for the subsequent phases.

Prerequisites
ü Customer use cases
ü Customer business requirements
ü Business, technical stakeholders have been identified and time scheduled for required input ü Full access to on-premises file server content for the Department Tasks
q Understand staff needs
o Plan and schedule meetings as appropriate based on initial input from staff o Conduct interviews on-site with stakeholders, staff and technical users o Gather usage metrics from current intranet and existing work processes q Inventory and analyze content
o Run recursive PowerShell inventory reports on the DFS content o Review DFS reports and assemble a model of the current folder structure o Review existing SharePoint Online content including site collections, sites, lists and libraries o Conduct card-sorting and information architecture design sessions q Develop user profiles for Police Department users within a set number of User Personas q Develop user requirements per user profile
q Define project team roles and project timelines
q Develop success criteria
Completion Criteria
ü Interviews completed and all pertinent information gathered and analyzed ü Draft information architecture strategy developed
ü Vision & Scope document delivered and reviewed with the Customer ü User Profile document detailing requirements for each persona/profile ü Project plan / product backlog delivered and reviewed with the Customer DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Phase 2: Change Management
Overview
The City understands that the implementation of Office 365 will have a great positive impact on the organization if rolled out successfully and adopted fully across the city’s departments. With over 500 users Department users, user acceptance and adoption cannot be simply assumed. A concerted effort to get all constituencies aware, supportive, and ready for the change will be critical for overall project success and return on investment realization.

AdaptivEdge has years of successful change-related implementation experience. We apply our experience through our Change Management Organization (CMO) Methodology to serve as a guide for project activities.

AdaptivEdge applies the applicable actions and deliverables to ensure an effective and efficient project delivery and adoption.

Prerequisites
ü Administrative access to the Customer’s Office environment ü Availability of all required stakeholders and IT personnel Tasks
q Build the Case for Change:
o Provide the change management premise and backing to support the Office 365 deployment and adoption by end users.
o Work with the Customer and project leadership to create the supporting business justification/rationale for foundational communication themes. q Build Communication Plan:
o Draft, review, modify and iterate one broad-based communications plan to support the project implementation; including (but not limited to):
§ Develop and document key organizational change messages and concepts § Target specific messages to audiences
§ Develop communication schedule with appropriate:
• Messaging
• Methods
• Targets
• Lead times
• Delivery dates
o Produce/co-produce (draft, write, ghostwrite, other) up to 3 communication pieces (per the plan) to facilitate the change process for the Customer stakeholders. o Build a Change Advocate Network (CAN) of respected leaders across the impacted areas to assist the project team by serving as ambassadors and enabling a two-way communication channel throughout the organization.

DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Completion Criteria ü Documented Case for Change ü Documented and finalized communication plan DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Phase 3: Design & Development
Overview
During this phase, AdaptivEdge consultants will work with Customer stakeholders to design and develop all aspects of the SharePoint Online intranet. AdaptivEdge will lead design sessions and provide the Customer with guidance as far as leveraging Web conventions to ensure that the site layout provides a low cost of entry to the user base. Because major projects are iterative and require flexibility, AdaptivEdge follows a formal change control process to ensure that projects evolve successfully while staying within budgetary guidelines. This phase establishes designs, testing strategies, and addresses deployment implications, operations management, supportability and operational acceptance criteria.

Prerequisites
ü Completion of prior phase(s)
ü Marketing style guides provided (if appropriate)
Tasks
q Develop the Office 365 Information Architecture and taxonomy q Develop draft structure
o Design constraints / parameters
q Design wireframes
q Develop page designs
o Content pages
o Navigation pages
o Color schemes
o Font treatments
q Develop home page designs
o Key components
§ News
§ Navigation
§ Key tools
§ Key information
§ Community / culture
§ Internal marketing
§ Collaboration
q Test and refine
o Organize and lead navigation testing using tree-testing methods o Organize and lead usability testing sessions
q Production Deployment:
o Create production sites
o Configure production sites and branding
o Create Teams and Channels in Microsoft Teams per the design (if appropriate/desired) DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Completion Criteria ü Home page designs, layouts, finalized and accepted ü Navigation architecture finalized and accepted ü Information architecture finalized and accepted DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Phase 4: Training Development & Planning
Overview
In parallel with Phase 3 and later phases, AdaptivEdge will work with the Customer to develop the training plan for the department. This will involve creation of the training content and a plan to deliver the training across all Department end users and power users.

Prerequisites
ü All required stakeholders and personnel are available Tasks
q Develop training content and plan based on audience and role o Content
o Schedule
o Logistics
Completion Criteria
ü Training format and content documented and finalized
ü Training schedule and logistics documented and finalized DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Phase 5: SharePoint Pilot Migration
Overview
During this phase, our consultants perform a limited Pilot migration. The migration duration is identified and used to further plan the overall migration and approach. The results are reviewed with the Customer.

Prerequisites
ü The tasks in previous phases are complete
ü The migration tool is installed and configured
ü File Server and Office 365 environments are accessible ü All required stakeholders and personnel are available Tasks
q Identify Pilot and Baseline migration batching
q Map the source content, permissions, metadata, and users to the target q Identify Pilot and Baseline migration batching
q Develop the migration timeline
q Configure Office 365 environment for migration
q Install and configure the SharePoint Migration Tool (SPMT) q Perform the Pilot migration to SharePoint Online for select department documents q Review migration results with Customer and refine as necessary q Update the migration approach and plan as needed
Completion Criteria
ü The Pilot migration is complete
ü The Pilot migration results is reviewed with the Customer ü All test cases have successfully passed
ü The migration approach and plan are reviewed with Customer DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Phase 6: Training Delivery
Overview
Training Delivery will be done in parallel with Phase 5 and through the end of the project based on the training schedule developed in Phase 4 and updated based on feedback. Training will consist of in-person training, webbased training, recorded training, short-topic training videos, how to guides and other appropriate training content that can be developed within the scope of effort included in the project.

Prerequisites
ü All required stakeholders and personnel are available Tasks
q Schedule and deliver on-site and remote training sessions over a period of several weeks or months. q Create an Office 365 Training & Adoption SharePoint site and upload all training materials and content to the site. Customize the site for ease of use & aesthetic appeal. q Record, edit and publish training videos for remote user on-demand training to the Office 365 Training & Adoption SharePoint site.
q Track and report data on remote training attendance over a one to two-month period q Provide recommendations on additional training that may be useful in the future based on feedback and data collected
Completion Criteria
ü Remote and on-site training delivered as per the training plan ü SharePoint or Teams site created and customized to provide easy on-demand access to all training content
ü Training videos recorded and published to the SharePoint/Teams Online training site ü Training site usage data analyzed and shared with the Customer DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Phase 7: SharePoint Migration & Cutover
Overview
During this phase, AdaptivEdge performs the actual migration as outlined in the documentation created in the previous phases. A phased migration process is leveraged in order to provide the affected users the ability to review and approve migrated content before moving on to the next batch. After the cut-over, users stop using the on-premises file share and start using SharePoint Online.

Prerequisites
ü Completion of all prior phases
Tasks
q Perform Baseline Migration:
o The migration schedule and batching are finalized with Customer personnel o Perform batch migration to SharePoint Online according to migration schedule and validate migrated content
q Execute SharePoint Online Cutover:
o Cutover migration batches are run
o The migrated content is validated
o After the Cutover, configure SharePoint on-premises content in read-only mode (users are to stop using the SharePoint on-premises)
q SharePoint Online Launch
o Assist with development of promotional items
o Assist with development of presentation topics
Completion Criteria
ü The migration schedule and batching are finalized
ü Baseline migration is successfully completed
ü SharePoint Launch is complete and on-premises SharePoint environment placed in read-only mode DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Assumptions
The following assumptions were made in the creation of this proposal. Should any of these assumptions prove to be incorrect, AdaptivEdge reserves the right to modify the scope or schedule of work as defined in this SOW. Any modifications that incur additional costs to the Client will follow the Change Control Process detailed within this SOW and require written Client approval.
• The requirements, design goals, and other information provided by the Customer to AdaptivEdge is accurate and complete and forms the foundation upon which this SOW is based. • The project start and completion dates are to be determined upon receipt of Purchase Order and signed acceptance of this SOW.
• All work will be performed remotely unless otherwise agreed upon. If on-site visits are required, then AdaptivEdge will invoice the Company for travel costs incurred. Adequate notice of one to two weeks is required for scheduling on-site visits. VPN access is required if work involves on-premises systems that are only accessible from the internal network. Given the scope of the project the only access required for on-premises is read-only access to the shared F: drive. SharePoint Administrator access to the Customer’s Office 365 tenant will also be required in order to complete the project within the budgeted hours.
• All work will be performed on a best effort basis. AdaptivEdge is not providing any guaranteed response time or Service Level Agreement (“SLA”).
• Work will be done independently but in close coordination and communication with the Customer.

Unless otherwise agreed upon in writing, work will not be done via shared screen sessions such as WebEx, as it will materially impact the level of effort quoted. • AdaptivEdge will be provided timely access to various resources necessary to complete the project including documentation, systems, accounts, applications, code, personnel and other artifacts that are directly related to the project.
• Work that is not specifically included in this SOW is considered to be out-of-scope. • There is a one-hour minimum for remote work and a six-hour minimum for on-site work. • Unless specified otherwise in this Statement of Work or agreed to in writing by the parties, Services shall be performed during Normal Business Hours. Company may be responsible for any additional labor costs associated with Services performed outside Normal Business Hours, which will be billed at 1.5 times the standard hourly rate.
• The time estimates are provided are based on AdaptivEdge’s experience and best judgment based on the information provided by Customer. AdaptivEdge cannot guarantee that the entire project can be completed within the time and cost estimates given. Unforeseen issues or complications may arise which cause more work to be expended than initially anticipated. If AdaptivEdge witnesses that the level of effort is exceeding the original estimate, the Company and Customer will be notified immediately. • The Project is expected to be completed in sixteen weeks or less and AdaptivEdge will dedicate the necessary resources to ensure that the Project is completed within that timeframe. If the Project status is “Active”, then the assigned AdaptivEdge engineers will be scheduled and invoice for no less than eight (8) hours per week and the assigned AdaptivEdge Project Manager will be scheduled and invoice for no less than two (2) hours per week. The Customer may request that the Project be placed on “Hold” status with written notification to the AdaptivEdge Project Manager. If a Project is placed in a Hold status, then no work will be performed, and the Company will not be invoiced for any time. The Customer must provide at least two weeks’ notice to re-activate the Project. Project minimums will be pro-rated based on the number of working days in a week when a National Holiday occurs or if DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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AdaptivEdge resources are unavailable for any reason. AdaptivEdge will work with the Customer to accommodate individual paid time off schedules and organization-wide closures for holidays, etc. • Microsoft Office 365 is a Microsoft service and Customer will secure all subscriptions with Microsoft.

AdaptivEdge is providing consulting services and this SOW does not cover the cost of subscriptions or any other software licensing unless expressly included herein. • General uptime, availability and guaranteed functionality for Office 365 is controlled by Microsoft and AdaptivEdge cannot be held responsible for any service outages or impaired functionality experienced by the Customer on the Office 365 hosted platform.
• The Project does not include any installation, customization or configuration of Office 365, Office or end user workstations other than the configuration of the SharePoint Online Police Department site specifically detailed in Phase 3. AdaptivEdge will inform the City if significant deficiencies are discovered throughout the engagement. Out of scope hands-on configuration includes:
o Modification of security, compliance and governance controls or configurations o Migration of any content within Office 365 or from on-premises to Office 365 outside of the ~25 gb file share content identified for the Police Department (the “F: drive”) o Azure Active Directory configuration
o Troubleshooting or issue remediation of any on-premises systems o Configuration of any net new Office 365 workloads not already in place, excluding Teams usage for the Police Department only
o Any material technical re-configuration and modifications for Office 365 workloads already in place
o Any departmental tasks related to any department other than the Police Department. • Training may include in-person training, web-based training or video recorded trainings. The specific modes of training will be determined in phases 4 and 6 of the project but may be blended together to achieve the optimal utilization of training effort.
• The City will provide adequate facilities for all in-person trainings. • The $15,000 credit shown in the Cost Proposal below assumes that the Customer will utilize 15 Microsoft deployment planning services (“DPS”) voucher days and assign those vouchers to AdaptivEdge. The City has already assigned the 15 voucher days to AdaptivEdge.

DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Customer Responsibilities
The following Customer Responsibilities are assumed in the creation of this SOW. Should the Customer fail to meet any of these responsibilities, then the Project may require more time or effort than originally scoped and a Change Order may be required.
• Customer will be responsible for providing to AdaptivEdge staff, in a timely manner, the following resources and information required to complete the tasks in this SOW:
o Usernames and passwords required to log in to devices that AdaptivEdge needs access to or the availability of a Customer staff member to enter usernames and passwords when required. This will primarily consist of read-only access to the F: drive and SharePoint Online Administrator access.
o Existing documentation relating to the Customer systems, application, processes or personnel that AdaptivEdge requires to complete the work, including, but not limited to, network diagrams, IP addresses, device configurations, requirements documents, etc. o A Customer staff member available to answer questions that may arise during the course of the project.
o Secure VPN access for the duration of the project for login to on-premises systems or applications that can only be accessed via the internal network. • Customer will be responsible for assisting with all testing and validation tasks contained within the SOW.

The City will need to assist with testing and validation to ensure that the content is migrated properly and that the final solution functions as intended per the design. This work will likely be done by IT resources, PD stakeholders and other City Stakeholders depending on the nature of the testing required. • Customer will be responsible for procurement of valid software licenses and/or subscriptions prior to the start of the project.
• Customer will not perform any system upgrades during the time of the project. The only system that would impact the project is Active Directory and the file servers containing F: drive content. • Customer will assist with identifying key internal resources to be involved with the project and will lead communication efforts with those individuals to coordinate meetings, interviews and feedback as required.
• Customer will be responsible for provisioning virtual machines, storage and any required infrastructure per the design. A virtual machine will be required for the SharePoint Migration Tool (SPMT) that meets the requirements documented here.
• Customer will be responsible for all networking tasks including switch, router, firewall, DNS, VPN and load balancer changes, should they be required. None are anticipated. • Customer will be responsible for all Client-side software updates or installations required to make the project successful.
• Customer will be responsible for maintaining proper backups of the environment. • Customer will be responsible for all end user communication and support. • Customer will accept full responsibility of the solution upon completion of the final task included in this SOW.
• Customer will meet at the conclusion of this Project, either in person or via telephone to bring to closure the project within five (5) days of Project completion notification from AdaptivEdge.

DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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• Client will provide adequate on-site training facilities. • Client will handle any printed materials that the Client deems appropriate including; student manuals, quick reference guides, etc.
• Client will be responsible for ensuring that on-site training users have access to a workstation with access to Office 365.

Estimated Project Effort
AdaptivEdge estimates the following level of effort to complete the project, broken down by phase:

Phase Estimated
Hours
Phase 1: Envisioning & Requirements Gathering 64
Phase 2: Change Management (Optional) 40
Phase 3: Design & Development 64
Phase 4: Training Development & Planning 24
Phase 5: SharePoint Pilot Migration 32
Phase 6: End User Training 56
Phase 7: SharePoint Migration & Cutover 24
TOTAL 304
Total Project Cost
Time and Materials
AdaptivEdge will invoice Company on a Time and Materials basis for the Service. Fees identified in this SOW are an estimate only based on information currently available. Actual duration and cost of the Service could vary accordingly. Company will be charged for actual time spent not estimated fee. AdaptivEdge reserves the right to stop work to avoid exceeding the amount funded by Company purchase orders.

AdaptivEdge will semi-monthly for the actual hours worked at the rates identified below and actual expenses incurred.

Consulting Services Estimated
Hours
Hourly
Rate
Estimated
Cost
Senior SharePoint Architect 264 $170/hr $44,880
Organizational Change Management Specialist 40 $170/hr $6,800 Project Manager 64 $130/hr $8,320
Estimated Travel Expenses $5,000
Less: Microsoft DPS Vouchers ($15,000)
TOTAL 368 $50,000
DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Packet Pg. 1134 Attachment: Executed_PSA_Ct._No._3545_-_AdaptivEdge (5113 : AdaptivEdge Contract Mod No. 2) Confidential Page 18 12/3/19
Terms and Conditions
This SOW constitutes the full scope of services and is governed by the Terms and Conditions of the Master Services Agreement (“MSA”) executed by the parties on _________. Any amendment, waiver or other alteration of this SOW shall be effective only if made in a writing signed by both parties. Any amendment, waiver or other alteration of this SOW shall be effective only if made in a writing signed by both parties.

This SOW is proprietary to AdaptivEdge and is deemed a trade secret under U.S.T.A. and other applicable laws and shall be treated by Customer as confidential. No portion of this SOW may be published or disclosed, in whole or in part, to any other party without the written consent and authorization by AdaptivEdge.

Prices are valid for ninety (“90”) calendar days provided work commences within thirty days of the date of this SOW. If Customer signs this SOW after the expiration date, then the Services may be re-scoped and re-quoted.

Change Control
AdaptivEdge and Customer will address changes required to the scope of this project, including tasks, work products, dates, durations, and assumptions, through the change control process. When either AdaptivEdge or Customer determines a change is required, AdaptivEdge will complete a change order (“Change Order”) and provide to the Customer designated contact for review and signature of acceptance. Designated contact for review and signature may be different from SOW designated contact for review and signature.

Statement of Work Acceptance
IN WITNESS WHEREOF, the Parties have caused this SOW to be executed by their duly authorized representatives. Customer shall execute and send the SOW, in its entirety, to AdaptivEdge. The SOW is not deemed valid until all pages are received and the SOW is fully executed by both parties.

The undersigned, a person authorized by Customer to sign this SOW, knows the contents thereof, and agrees to the terms set forth.

AdaptivEdge City of Santa Monica
Name: Name:

Title: Title:

Date: Date:

Signature: Signature:

Oscar Santiago
Administrative Services Officer
DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Packet Pg. 1135 Attachment: Executed_PSA_Ct._No._3545_-_AdaptivEdge (5113 : AdaptivEdge Contract Mod No. 2) Exhibit B
Budget
The City will compensate AdaptivEdge for all services performed in an amount not to exceed $50,000, as set forth in Exhibit A.

AdaptivEdge will bill the City semi-monthly for the actual hours worked at the rates identified below and actual expenses incurred.

The $15,000 credit shown in the Cost Proposal above reflects that AdaptivEdge will honor the 15 Microsoft deployment planning services (“DPS”) voucher days assigned to them by the City. The City has already assigned the 15 voucher days to AdaptivEdge.

DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Packet Pg. 1136 Attachment: Executed_PSA_Ct._No._3545_-_AdaptivEdge (5113 : AdaptivEdge Contract Mod No. 2) Exhibit C
Insurance Requirements and Verifications
Consultant shall procure and maintain for the duration of the Agreement insurance against claims 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. Technology Professional Errors and Omissions/Cyber Liability: Insurance with a limit of not less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, invasion of privacy violations, information theft, release of private information, alteration of electronic information, extortion, and network security. The policy shall also provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations. Further, the policy shall include, or be endorsed to include property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data or information “property” of the City of Santa Monica in the care, custody, and control of the Consultant.

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.

DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Packet Pg. 1137 Attachment: Executed_PSA_Ct._No._3545_-_AdaptivEdge (5113 : AdaptivEdge Contract Mod No. 2) 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 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 deductible or 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:

DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Packet Pg. 1138 Attachment: Executed_PSA_Ct._No._3545_-_AdaptivEdge (5113 : AdaptivEdge Contract Mod No. 2) a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
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.

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

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: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2

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Packet Pg. 1139 Attachment: Executed_PSA_Ct._No._3545_-_AdaptivEdge (5113 : AdaptivEdge Contract Mod No. 2) City Council
Report
City Council Meeting: June 14, 2022
Agenda Item: 3.M
1 of 5
To: Mayor and City Council
From: David Martin, Director, City Planning
Subject: Approval of Second Modification to Professional Services Agreement with HR&A for 6th Cycle (2021-2029) Housing Element
Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and execute a second modification to agreement #108300 (formerly #10830) in the amount of $89,000 and extend the term for one additional year, with HR&A Advisors Inc to Provide Additional Financial Analyses in Support of the City’s Housing Element. This will result in a four-year amended agreement with a new total amount not to exceed $418,900, with future year funding contingent on Council budget approval.

Summary
On October 12, 2021, the City Council adopted the 6th Cycle (2021-2029) Housing Element. On February 8, 2022, the California Department of Housing and Community Development (HCD) determined that although Santa Monica’s adopted 6th Cycle (2021- 2029) Housing Element Update meets many statutory requirements, further revision is necessary in order to comply with all aspects of State Housing Element law (Attachment A). At the time that HCD’s comments on the adopted Housing Element were received, the Planning Commission was holding public hearings on changes to zoning and adopted land use plans that were intended to implement the Housing Element. As a result of HCD’s determination, rezoning work has been put on hold until staff can determine what further revisions are necessary to bring the City’s Housing Element into compliance with State Housing Element law and receive approval from HCD.

Rezoning is necessary to demonstrate to HCD that the City can accommodate its Regional Housing Needs Assessment (“RHNA”) allocation of 8,895 units between 2021

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and 2029 with a buffer to address net loss of units. Rezoning efforts include establishing development standards that must be both feasible and sufficient for the City to accommodate the RHNA as required by HCD.

HR&A advisors has provided financial feasibility analysis and modeling of potential changes to development standards and project requirements which was used to inform the rezoning programs included in the 6th Cycle Housing Element. HCD’s comments require further revisions to the Housing Element and expanded analysis to establish feasible development standards that can accommodate the RHNA plus a buffer. A modification to the agreement of $89,900 is required to prepare additional analysis for the Housing Element as necessary to comply with State law.

Background
The RHNA is mandated by State Housing Law as part of the periodic process of updating local housing elements of the General Plan. The RHNA quantifies the need for housing within each jurisdiction during specified planning periods. For the 6th Cycle planning period of 2021-2029, Santa Monica’s RHNA allocation is 8,895 units, of which 69% must be affordable.

On March 26, 2019, Council authorized an agreement with HR&A Advisors, Inc. to provide financial feasibility analysis of potential affordable housing requirements and minimum density. On November 12, 2019, Council authorized the acceptance of SB2 grant funds in the amount of $310,000 from the State of California Department of Housing and Community Development and a first contract modification in the amount of $179,000 with HR&A Advisors, Inc. for additional analysis related to housing production in the context of the 6th Cycle Housing Element. HR&A’s amended contract provided for a range of economic analyses, typical housing prototype modeling based on revised standards, and policy and program evaluation necessary to inform the preparation of the 6th Cycle Housing Element. During the City’s reorganization Contract #10830 expired before the scope of work was completed and a new contract was executed for the remaining balance with contract #108300.

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On October 12, 2021, City Council adopted the 6th Cycle (2021-2029) Housing Element and certified the associated 6th Cycle Housing Element EIR. Following Council adoption, City staff submitted the adopted 6th Cycle Housing Element to HCD on November 10, 2021 for a 90-day review period and certification. On February 8, 2022, the City received HCD’s review letter stating that additional changes are required to the adopted Housing Element to comply with State housing law.

Contractor Selection
HR&A Advisors, Inc. was selected on March 21, 2019 to provide the following:
• Update Financial Feasibility Analysis on the Downtown Community Plan (DCP) • Explore Revised Development Standards and Incentives for Housing Projects on Boulevards and in the Bergamot Area Plan
• Multi-Unit Districts Affordable Housing Fee and Density Study This recommended award was made as an exception to the competitive bidding process pursuant to Section 2.24.80(d). Competition does not exist because HR&A has completed extensive feasibility analysis related to evaluating the feasibility of the City’s development standards, project requirements and fees including ongoing work on the Affordable Housing Production Program (AHPP) and Housing Element, as well as financial feasibility on the Downtown Community Plan, and 2015 Zoning Ordinance.

Therefore, HR&A has the unique ability or capability to complete the abovementioned studies related to the Housing Element. Completing a competitive procurement process is highly unlikely to produce cost-competitive proposals from other sources, given HR&A’s experience and knowledge with preparing modeling for the City.

Discussion
The 6th Cycle Housing Element includes key rezoning programs that are necessary to accommodate the affordable allocation in the RHNA including Programs 1F and 1J.

Program 1F (rezoning of Downtown) commits the City to modifying the heights and floor area ratios (FARs) in the Downtown Community Plan area to ensure they are set at levels that can support the minimum AHPP requirements and to support feasible

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housing projects. Similarly, Program 1J (rezoning of mixed-use areas outside of Downtown) commits the City to amending the Zoning Ordinance, LUCE, and the Bergamot Area Plan (BAP) to increase FAR and height standards to levels that can support feasible housing projects. The City’s assumptions of feasibility and the City’s Suitable Sites Inventory (SSI), a tool used to demonstrate capacity, are based on the results of a feasibility analysis prepared by HR&A dated June 9, 2021. As stated in the 6th Cycle Housing Element, the feasible FARs for housing projects in the Downtown range from a minimum 2.75 to 4.0 with heights ranging from 55 feet to 84 feet and the feasible FARs for housing projects in the remaining areas of the City range from a minimum 2.75 to 3.25 with heights ranging from 55 feet to 65 feet.

On February 8, 2022, the City received HCD’s review letter stating that additional changes are required to the adopted Housing Element to comply with State housing law. Further changes to the development standards in Programs 1F and 1J as well as other programs in the 2021-2029 6th Cycle Housing Element would require additional analysis, including financial feasibility testing. A second modification to the agreement would expand HR&A’s scope of work to conduct further analysis of additional changes to the Housing Element in response to HCD’s comments. Furthermore, this second modification to the agreement would extend the terms of the contract to October 30, 2023.

Past Council Actions
Meeting Date Description
03/26/2019 Council approved a contract with HR&A Advisors, Inc to provide empirical testing of prototypical private developments to help increase the City’s supply of affordable housing
06/11/2019 Council adopted a resolution authorizing application for, and receipt of, SB2 grant funds in an amount not to exceed $310,000 from the California Housing and Community Development Department (HCD) 11/12/2019 Council authorized the City to accept the SB2 grant in the amount of $310,000 and to authorize the City Manager to negotiate and execute a first modification with HR&A in the amount of $179,000 for further prototype testing in support of the 6th Cycle Housing Element 10/12/21 Council adopted the 2021-2029 6th Cycle Housing Element

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Financial Impacts and Budget Actions
Staff seeks authority to approve funding from the Miscellaneous Grants Fund to increase the amount of the agreement with HR&A Advisors Inc. Funds are included in the FY 2021-22 Adopted Budget in the Community Development Department.

Contract Modification Request Amount
Agreement # Current
Authorized
Amount
FY 2021-22
Modified
Request
Amount
Account # Total Revised
Contract
Amount
10830/108300 $179,000 $89,900 20700002.556420 $268,900
10830/108300 $150,000 $ 01700001.552010 $150,000
TOTAL $418,900
Prepared By: Rachel Kwok, Environmental Planner
Approved Forwarded to Council
Attachments:

A. March 26, 2019 Council Staff Report
B. June 11, 2019 Council Staff Report
C. November 12, 2019 Council Staff Report
D. 00 EXECUTED CONTRACT #108300 HR&A
E. 00 EXECUTED_PSA_&_Scope-_First_Mod_HR&A_108300
F. HR&A Oaks Initiative_06-10-22
G. Written Comments

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City Council
Report
City Council Meeting: March 26, 2019
Agenda Item: 7.B
1 of 24
To: Mayor and City Council
From: David Martin, Director, City Planning
Subject: Introduction and First Reading of an Ordinance for Proposed Amendments to the Affordable Housing Production Program
Recommended Action
Staff recommends that the City Council:
1) Review and discuss the information contained in this report regarding the City’s regulatory and policy framework to support housing production, as well as affordable housing production trends, including units in the Extremely Low Income (ELI) category.
2) Authorize the City Manager to negotiate and execute an agreement with HR&A Advisors, Inc., a California-based company, for financial feasibility analysis of potential affordable housing requirements and minimum density requirements for the Planning and Community Development and Housing and Economic Development Departments. This recommended award is for a total amount not to exceed $150,000 with future year funding contingent on Council budget approval. 3) Consider introduction and first reading of an ordinance amending the text of the Municipal Code to temporarily remove the option for providing ELI units to satisfy a project’s Affordable Housing Production Program obligation pursuant to SMMC Chapter 9.64 and specify that 100% Affordable Housing Projects that are owned and operated by non-profit housing providers and financed with tax credits may be exempt from certain provisions of the Affordable Housing Production Program (SMMC Chapter 9.64), subject to certain conditions (Attachment “A”) Executive Summary
Affordable housing is the City’s highest housing priority, and is the focus of City programs, subsidies and other efforts to minimize the affordability gap in Santa Monica.

This report presents information on the use of the Affordable Housing Production Program (AHPP) to support the long-term housing needs in Santa Monica, and to maintain economic diversity within the city. It focuses on two aspects of the AHPP:
1) The use of the Extremely Low Income inclusionary option to satisfy a development’s affordable housing obligation, and

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2) Development of 100% affordable housing projects owned and operated by nonprofit housing providers outside of the requirements of the City’s AHPP using financial assistance through the California Tax Credit Allocation Committee.

Extremely Low Income Option
Most of this report focuses on the production of units targeted to lower income households earning no more than 30 percent of the area median income (“AMI”), commonly referred to as “extremely low-income” (ELI). Based on evidence of local housing needs, this income category was added to the AHPP in 2013 as an option for a development to satisfy its onsite affordable housing obligation by restricting five percent of the total units built for ELI households for Tier 1 projects, and seven and a half percent for a Tier 2 housing project.

In the past ten years, nearly 160 units at the ELI income category have been approved, including several projects that predate the formal introduction of this income category into the AHPP. While the creation of units deed-restricted to the ELI level helps to realize SCAG’s Regional Housing Needs Allocation and the City’s own Quantified Objectives, there is a concern that the recent methodology for creating the units (i.e., through the existing AHPP “menu of options”) is counterproductive to meeting the overall Proposition R mandate for 30 percent of all housing to be affordable. This report contains data on the use of the 5 percent option since its adoption in 2013, as well as a preliminary evaluation of its impact on the City meeting its Proposition R targets.

The information presented in this report is intended to support the City Council’s direction to prepare amendments to the AHPP to temporarily remove the 5 percent option by providing background on the past half-decade of housing policy, as well as information about affordable housing production trends, including units in the ELI category. Should the Council decide to temporarily remove the 5 percent option, Attachment A presents the ordinance language to effect this change to SMMC Section

9.64.050.

California Tax Credit Allocation Committee Financial Assistance

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Also included in this report is a brief discussion of a financial tool that supports 100% affordable housing development. The California Tax Credit Allocation Committee (TCAC) provides financial assistance to housing developers and presents additional affordable housing opportunities distinct from the City’s AHPP through TCAC’s own regulations that include affordability levels, maximum rents, minimum unit sizes and other amenities. TCAC-funded projects that are also funded by the City are currently not required to use the City’s housing waiting lists.

An ordinance to modify SMMC Section 9.64.030 is included in Attachment A that would allow affordable housing developments by nonprofit TCAC recipients that are not Cityfunded to be exempt from AHPP requirements provided they select households from the City-developed list of income-qualified households and do not compete with Cityfunded projects also seeking TCAC financial assistance.

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PART 1: EXTREMELY LOW INCOME OPTION
Background
Santa Monica has an extensive history that prioritizes affordable housing to preserve and promote a diverse and sustainable community. Residents have affirmed this priority in local voter-approved initiatives, such as Proposition R (1990), requiring that 30 percent of all new multifamily housing be affordable, and Proposition I (1998), authorizing the City to participate financially in creating affordable housing equal to onehalf of one percent of the housing stock annually (approximately 250 residences). City Council has further facilitated affordable housing through adoption of land use incentives and administrative funding guidelines to streamline affordable housing production and preservation, based on a policy foundation supporting affordable housing in the General Plan Land Use and Housing Elements. The Land Use Element also identifies affordable housing as a primary community benefit in new development.

The Affordable Housing Production Program (AHPP) requires developers of multi-family housing to contribute to affordable housing production through a flexible framework to help the City meet its affordable housing goals. Finally, City Council has approved a local preference policy that prioritizes affordable housing opportunities for Santa Monica residents and workers.

Changes to the Zoning Ordinance and AHPP (2013)
In recent years, California’s ongoing housing crisis has underlined the need for local jurisdictions to revisit their regulatory frameworks governing housing production. In Santa Monica, the discussion has been particularly dynamic, as the community and decision-makers have wrestled with a variety of local, regional and State-level factors that contribute to production, affordability, and equity. From time to time, changes to the rules and regulations related to housing are effected in response to these factors.

With the dissolution of the Redevelopment Agency in 2012, the City lost its primary funding source for affordable housing. In 2012-2013, Council led a host of public discussions on the ability for the City to continue to meet the needs of Santa Monica residents. Out of those discussions arose a focus on providing for those whose

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Packet Pg. 1148 Attachment: March 26, 2019 Council Staff Report (5128 : Second Modification to HR&A contract) 5 of 24
household income levels were below the traditional very-low income threshold established by HUD.
 On February 28, 2012 (Attachment G), Council held a study session to consider a variety of issues related to housing in Santa Monica. At the study session, staff presented data from the City’s affordable housing waiting list showing that the vast majority (95%) of Santa Monica residents and workers on the list were at extremely low- or very low-income levels.
 On December 11, 2012 (Attachment H), Council directed staff to amend the AHPP to include opportunities for extremely low-income households to address the approximately 3,000 ELI households who lived or worked in Santa Monica at that time.
 On February 26, 2013 (Attachment I), Council directed staff to consult with the Legal Aid Foundation of Los Angeles (LAFLA) and return with a draft ordinance amending the AHPP rent limit standards to achieve greater affordability.  On June 25, 2013 (Attachment J), Council introduced for first reading Ordinance No. 2429 (CCS) to revise household income eligibility levels and rent limits for the AHPP, and to add an option for developers to provide affordable housing to households earning no more than 30 percent AMI to satisfy AHPP obligations.

The subsequent amendments to the AHPP approved by Council in 2013 revised the City’s household income eligibility levels to match income levels published annually by HUD and/or HCD, and added the 30 percent of AMI category referred to as “extremely low-income1” to the menu of options that satisfy a development’s inclusionary affordable housing requirement. This significant addition to the AHPP was designed to create a financial incentive to stimulate the development of such units. Henceforth, outside of the

1 30% Income Household means a household whose gross income does not exceed the 30% income limits applicable to the Los Angeles-Long Beach Primary Metropolitan Statistical Area, adjusted for household size, as published and periodically updated by Housing and Urban Development (HUD)

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areas governed by the Downtown Community Plan, applicants undertaking Tier 1 and Tier 2 projects currently may select from a menu of options to develop at least:

Option Tier 1 Tier 2 (Requires 50% more than Tier 1)
1 5% of the total units of the project for
30% income households at
affordable rent2; or

7.5% of the total units of the project
for 30% income households at
affordable rent;
2 10% of the total units of the project for
50% income households at affordable
rent; or
15% of the total units of the project
for 50% income households at
affordable rent; or
3 20% of the total units of the project for
80% income households at affordable
rent; or
30% of the total units of the project
for 80% income households at
affordable rent;
4 100% of the total units of a project for
moderate income households at
affordable rent.

Not Applicable
Proposition R Compliance (1994-Present)
The production of multifamily affordable housing in Santa Monica is regulated by the voter-approved Proposition R, which requires that:
 Thirty percent of all multifamily housing completed in each fiscal year be affordable for and occupied by low- and moderate-income households; and  At least one-half of the total affordable housing completed be affordable for and occupied by low-income households.

The most recently published Annual Report (FY 16/17) discussing the City’s compliance with Proposition R illustrates a downward trend in affordable housing production, citing just 13 percent of multifamily housing completed during that time is affordable to lowand moderate-income households. This is consistent with the low production numbers from the previous two fiscal years (FY 14/15, and FY 15/16) when 19 percent of new multifamily housing was affordable to low- and moderate-income households.

2 The 5% option was added to Chapter 9.64 in 2013 by Ordinance 2429 (CCS)

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Cumulative Proposition R Achievements3
Affordable New Multifamily Residences Completed Annually FY 94/95 through FY 16/17
One of the main factors affecting the number and percentage of affordable residences being constructed is the loss of funding from the Redevelopment Agency. Historically, a

3 Annual Affordable Housing Report on Propositions R and I, April 2018

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significant portion of the Proposition R affordable housing mandate has been fulfilled by nonprofit developers who use City-subsidized loans to create affordable housing. The largest funding source for such loans was the Redevelopment Agency. Since the demise of the Redevelopment Agency in 2012, Santa Monica voters approved measures GS and GSH in 2016, which provides approximately half of the amount of funding that was available through the former Redevelopment Agency. In addition, Council has directed that all repayment of loans from the former Redevelopment Agency to the City be dedicated to affordable housing.

Despite a failure to achieve Proposition R requirements annually over the past three fiscal years, the City continues to exceed the minimum Proposition R requirement cumulatively, adding up the developments that have been completed over the past 23 years.

Subsequent Shifts in Housing Policy (2017)
Since the most recent changes were made to the AHPP, local, regional and national economic factors have shifted once again, leading to a widely-recognized state-wide housing crisis and a renewed discussion on local housing production policy, both market-rate and affordable. The City has been proactive in its efforts to use adopted policy as a lever for incentivizing new housing production in targeted areas, such as Downtown, and for increasing the supply of affordable housing. These measures have been implemented at the same time that the City has witnessed a decrease in the overall amount of affordable housing produced on an annual basis, as previously mentioned.

Downtown Community Plan
The adoption of the Downtown Community Plan (DCP) in 2017 established a new methodology for housing production that includes permit streamlining, and floor area and height incentives for qualified housing projects. Downtown development is also subject to higher affordable housing requirements than citywide, and must provide a set percentage of units (on-site or off-site) that are deed-restricted to each income level identified in the AHPP.

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This approach differs from the Zoning Ordinance in three important ways:

1. The affordable housing methodology in the DCP removes developer selection of income categories at the Tier 2 level, and instead establishes a 20 percent base requirement for a project’s total affordable housing contribution based on the project’s height.

2. The DCP does not provide the developer a financial incentive to profit from a higher market-to-affordable ratio based on developer selection of income levels.

For example, a Tier 2 mixed-use housing project of 100 units that has selected the Zoning Ordinance’s ELI option will generate only 8 deed-restricted units, and 92 market-rate units. In the DCP, that same project would provide a minimum of 20 deed-restricted units, and 80 market-rate units.

3. The required affordable housing units produced in a project by the DCP must be distributed across the four income levels recognized by the AHPP based on the following percentages:
a. 20% Extremely Low-Income
b. 20% Very Low-Income
c. 30% Low-Income
d. 30% Moderate-Income
The increased affordability requirements in the DCP are expected to play a critical role in helping the City meet the requirements of Proposition R. Amending the AHPP to require a broader array of affordability levels could also assist in Proposition R compliance. A forthcoming Council Information Item on the impact of DCP housing policy on production will be issued in March 2019.

Suggested Changes to the AHPP (2018)
Based on the DCP’s new approach to creating equity among income levels, new conversations have sprung up to evaluate the existing Zoning Ordinance methodology in order to identify potential improvements that balance supply with demand, and aid in

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reversing the downward trend in affordable housing production identified in the past several Proposition R compliance reports. These discussions have been fueled by the perception that the financial incentive to allow a development to deed-restrict a low number of units for extremely-low income households has perhaps been too successful, and has ultimately impacted the City’s ability to meet annual Proposition R targets. This, coupled with the loss of Redevelopment, has placed an even heavier burden on the City to make up the production of remaining affordable units using limited financial and regulatory resources.

In light of this concern, the Housing Commission discussed on November 15, 2018 modifying affordable housing requirements outside of the Downtown Community Plan area, and opined on the possibility of suspending the extremely low-income option until a full review of the AHPP could be conducted through an updated economic feasibility study. The feasibility study is a work effort currently in the scoping phase being led in partnership by the Planning and Community Development and Housing and Economic Development departments, which will provide analysis on the potential to modify the AHPP so that it addresses a broader range of needs, including supporting Prop. R and Regional Housing Needs Assessment compliance. The scope and timeframe for the upcoming feasibility study is discussed later in this report.

As an interim measure, Council directed staff on December 18, 2018 to prepare amendments to the Affordable Housing Production Plan disallowing the current option for developers to provide fewer extremely low-income units until the feasibility study can be completed.

Discussion
Santa Monica is a desirable place to live and work, making the demand for housing far greater than the existing supply. Based on significantly higher than average rent and home ownership values, as well as the housing policy described earlier in this report, the City continues to receive proposals to create new housing. Because of these conditions, the City has been fortunate to routinely meet the Regional Housing Needs Assessment (RHNA) housing production targets established by the Southern California

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Association of Governments (SCAG) as well as the City’s own “Quantified Objectives” for housing production outlined in the adopted 2014-2021 Housing Element. The City’s mixed-use higher-density commercial districts provide a wide range of housing opportunities, and current pipeline projects indicate that the City will continue to attract new market-rate housing development that is capable of contributing to the creation of new affordable units at a variety of income levels.

Affordable Housing Production (2014-Present)
Since 2014, the cumulative amount of affordable residences completed (final building permits) has met the City’s minimum requirement of 30 percent. Multifamily developments completed between 2014 and 2018 produced 1,001 residences, of which 402 (40 percent) were affordable to low-and moderate-income households. Of those affordable units, 95 percent were affordable to low-income households. The City has met both Proposition R requirements that 30 percent of all multifamily housing be affordable to low- and moderate-income households and that at least one-half of the total affordable housing be affordable for and occupied by low-income households.

However, pipeline projects indicate that future production will fall short of this mark.

Multifamily developments currently in construction will produce just 13 percent affordable units (95 of 759 total), and multifamily developments with planning approval will produce just 10 percent affordable units (133 of 1,384 total). For projects in construction and with planning approval, over 90 percent of all affordable units will be affordable to low-income households.

Pending projects are those that have been submitted but have not received planning approval yet. Affordable residences represent 22 percent of all pending projects (366 of 1,651 total), which includes five large 100 percent affordable housing developments.

The following table summarizes this information.

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2014-2018 Affordable Housing Production Program Summary Development
Stage
Total Residences Affordable
Residences
Percent
Affordable
Completed 1,001 402 40%
In Construction 759 95 13%
Planning Approval 1,384 133 10%
Pending 1,651 366 22%
TOTAL: 4,795 996 21%
Developments Completed
Attachment B indicates that 46 developments totaling 1,001 residences were completed between 2014 and 2018. A total of 402 of these residences (40 percent) were affordable to low- and moderate-income households. These projects received planning approvals between 2000 and 2015 and include six 100 percent affordable housing developments.

Developments in Construction
Attachment C lists active building permits to illustrate the number of multifamily residences in construction as of January 2019. There are active building permits for 759 residences in 21 new multifamily developments. These developments will provide 95 residences affordable to low- and moderate-income households representing 13 percent of multifamily residences in construction. These active building permits received planning approvals between 2006 and 2018 and do not include any 100 percent affordable housing development.

Developments with Planning Approval (not in construction) Attachment D identifies 38 multifamily developments containing 1,384 residences that have received planning approval but have not been issued building permits yet. A total of 133 of these residences will be affordable to low- and moderate-income households, representing just 10 percent of all residences at the planning approval stage. These projects received planning approvals between 2008 and 2018 and two of these developments are 100 percent affordable housing developments.

Looking at just the 14 multifamily developments that received planning approval in 2018, 16 percent of the residences (98 of 604 units) were affordable to low- and

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moderate-income households. Seven of these 14 developments provided only extremely low-income units (and market rate), representing eight to nine percent of the units in each development.

Multifamily Residences (Units) with Planning Approvals in 20184 Developments Submitted Since 2013 (Approved, In Construction, Completed) Considering all multifamily developments that were submitted and received planning approvals since the changes to the AHPP policy in 2013, which also includes completed projects and projects in construction, residences affordable to low- and moderateincome households make up 16 percent of all residences (199 of 1,283). More than one-third of all affordable units approved since 2013 have been in the extremely lowincome category (74 of 199). Excluding the three large 100 percent affordable housing developments developed by Community Corps of Santa Monica (CCSM), the remaining multifamily market developments include just 8 percent of residences that are affordable to low- and moderate-income households.

4 Source: Planning and Community Development Permit Tracking

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Affordable Units in Approved Multifamily Developments Submitted Since 20135 Pending Developments
Attachment E shows the 27 pending multifamily developments containing 1,651 residences that have been submitted but have not yet received planning approvals. A total of 366 of these residences are proposed to be affordable to low- and moderateincome households, representing 22 percent of all proposed residences. Five of these developments are 100 percent affordable housing developments (three of which are offsite affordable units from market-rate developments), which represent 231 units, or 63 percent of all the proposed affordable residences.

Planning Commission Comments
The Planning Commission held a study session on this topic on February 20, 2019.

During that meeting, staff presented information described in this report and attachments, as well as a snapshot of the City’s progress in realizing the housing production targets established by the following:
 SCAG Regional Housing Needs Allocation (2013-2021) (Attachment E)

5 Source: Planning and Community Development Permit Tracking

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 Housing Element Quantified Objectives (2014-2021) (Attachment E)  City of Santa Monica Proposition R (1990)
As demonstrated by the housing production data, the City is on track to meet both the RHNA and Quantified Objective targets for ELI, VLI and Above Moderate; however, production has fallen short in the categories of Low Income and Moderate Income.

Approved and pending housing projects are not anticipated to contribute enough units in these income categories to realize the targets.

Similarly, preliminary data indicates that annual Proposition R compliance will be difficult to achieve during FY18/19, but some recovery is anticipated in future years based on the success of the City’s effort to support affordable housing production through its Housing Trust Fund program, which is successfully generating a range of affordable units through non-profit development 100% affordable housing projects.

Based on this information, as well as an appreciation of other housing-related work efforts scheduled for 2019, such as the AHPP Feasibility Study, the DCP Housing Report, Housing Incentives for the Boulevards and Bergamot, and solutions to Corporate or “Medium Term” Housing, the 6 person Planning Commission was evenly split over the issue of temporarily removing the 5 percent ELI option from the AHPP.

Commissioners in Support of Removing the 5 Percent ELI Option Those in favor of temporarily removing the 5 percent option cited data demonstrating that ELI needs have been met and already exceeded, and that more attention should be focused on the production of low- and moderate-income units during the time remaining in both the RHNA and Housing Element cycles.

Commissioners in Opposition to Removing the 5 Percent ELI Option Those in opposition to removing the 5 percent ELI option argued for the continued production of housing under the current regulatory framework, and viewed changes to the AHPP as premature pending a more comprehensive assessment of the entire affordable housing production program. This will commence in spring, pending Council

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budget authorization. Some commissioners made a case for expediting the upcoming feasibility study, as well as the effort to bring forward information regarding possible incentives for the Boulevards and Bergamot.

Agreement on Pipeline Project Exemption
Despite the split vote on removal of the 5 percent ELI option, the Planning Commission unanimously passed a separate motion to recommend that pipeline projects be categorically exempt from any regulatory action taken by Council on this subject. The Planning Commission did not clarify what defines a “pipeline” project.

Housing Commission Comments
The Housing Commission held a public meeting on February 21, 2019 to discuss, among other items, use of the ELI option in development. Mirroring the recommendations of several Planning Commissioners, the Housing Commission majority voted to 1) temporarily remove the 5 percent option until a financial feasibility study can be completed to evaluate potential modifications to the AHPP; 2) defer final consideration of other amendments to the AHPP (regarding exempting nonprofitdeveloped affordable housing) until after the financial feasibility is completed and reviewed, and 3) to expedite the financial feasibility study.

Ordinance to Implement Proposed Temporary Elimination of ELI Option from AHPP
The proposed ordinance in Attachment A provides for a temporary elimination of the ELI option to allow the feasibility study to be completed and reviewed. The elimination would apply to projects with an application that has been determined complete on or after March 26, 2019. Those projects would not be allowed to select Extremely Low Income from the AHPP’s “menu of options”, but would otherwise be permitted to choose from any other income level currently available.

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Future Analysis and Efforts on Housing Production
Downtown Community Plan Housing Report Information Item (March 2019) Staff recently issued a monitoring report for the DCP that evaluates the influence of DCP housing policy and requirements on housing production. This review of data from the past one and a half years since DCP adoption provides information that may be informative to the related analytical efforts mentioned below, specifically regarding how the unique project requirements for affordable housing production Downtown are working, or are producing unintended consequences such as the emergence of six new Tier 1 SRO projects that avoid entirely the DCP’s affordability requirements. This report also provides an insight into the urban design implications of the affordable housing requirements Downtown, as well the fulfillment of desired community benefits that are associated with Tier 2 and Tier 3 projects.

Feasibility Study to Evaluate Citywide AHPP Program (Spring-Summer 2019) The upcoming financial feasibility study is intended to inform decision-makers with the results of empirical testing of prototypical private developments to establish the financially-feasible limitsof modified affordable housing requirements, in addition to testing a minimum density concept for R2 multi-family lots to help increase the City’s supply of affordable housing. More specifically, the feasibility study will evaluate whether affordable housing requirements associated with broader affordability levels, unit mixes, and percentage requirements can be supported financially by private developers of future Tier 2 developments outside of the Downtown area. A similar feasibility analysis was completed for the inclusionary requirements in the DCP. Staff estimates that this work will take between 6-8 months to complete and review with the Planning Commission, Housing Commission and City Council.

Housing Incentives: Boulevards and Bergamot Plan Area (Spring-Summer 2019) During the same timeframe as the AHPP Feasibility Study, staff will work to identify means to stimulate more housing production on the city’s Boulevards and in the Bergamot Plan area, where housing development has been relatively anemic over the past half decade. This process will consider a variety of tools including project streamlining, floor area and height incentives, and other features to direct multifamily

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housing production away from the residential neighborhoods to areas identified by the Land Use and Circulation Element.

PART 2: CALIFORNIA TAX CREDIT ALLOCATION COMMITTEE (TCAC)

FINANCING
Background
SMMC Section 9.64.030 defines the applicability of the AHPP to certain project types.

The ordinance currently provides that a multi-family rental housing project that will be developed by a nonprofit housing provider receiving financial assistance through one of the City’s housing trust fund programs and secured by a regulatory agreement with the City for a minimum period of 55 years shall be exempt from the City’s Affordable Housing Production Program (AHPP). This standard is intended to differentiate nonprofit affordable housing developments from inclusionary housing obligations resulting from market-rate developments. This standard is also intended to help ensure that City funds invested in affordable housing can be maximized, including leveraging non-city funds.

Nonprofit housing providers have identified an opportunity to increase the total amount of affordable housing that can be produced through the AHPP by partnering with market rate developers to leverage tax credits for offsite inclusionary housing. However, under the existing AHPP ordinance, only projects that will be developed with “financial assistance through one of the City’s housing trust fund programs” can be exempt from the AHPP requirements. Community Corporation of Santa Monica (“CCSM”), a nonprofit housing provider who has developed affordable housing throughout Santa Monica, has therefore proposed an amendment to the AHPP ordinance that would extend certain provisions of the AHPP exemption to 100% affordable housing projects owned and operated by nonprofit housing providers that finance the development of these projects with tax credits. The proposed exemption to the AHPP requirements would be subject to the following conditions:
(i) compliance with Section 9.64.110 of the AHPP (which would require the developer to select tenant applicants from the City developed waiting list);

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(ii) compliance with the then-current California Tax Credit Allocation Committee Regulations (“TCAC Regulations”), including the minimum unit size requirements in Cal. Code Regs. tit. 4, § 10325(g)(1)(B); (iii) ensuring that the project’s affordability obligations will be secured by a regulatory agreement, memorandum of agreement, or recorded covenant in form approved by the City Attorney, for a minimum period of fifty-five years; and
(iv) ensuring that the project does not compete with a City-funded Tax Credit project in the same category and round of competition, as reasonably determined by the City Manager.

If approved, this exemption would allow these 100% affordable housing projects to comply with TCAC Regulations, instead of AHPP requirements, except that tenant applicants would be selected from the City-developed list. TCAC regulations apply different affordability levels, maximum rents, minimum unit sizes, and amenities from AHPP standards. For example, the TCAC maximum rent levels are higher than AHPP maximum rents, which enhances the underwriting of these projects for tax credit equity investors and commercial lenders, and facilitates layered financing for larger affordable housing projects than would otherwise be feasible in the absence of tax credit financing.

A comparison of TCAC and AHPP rents are set forth in the table, below:

AHPP vs TCAC Rent Limits (2018)
Unit Type Extremely Low Very Low Low Moderate
AHPP 0-Bdrm $364 $606 $728 $1,334
TCAC $509 $848 $1,018 n/a
AHPP 1-Bdrm $416 $693 $832 $1,525
TCAC $545 $909 $1,091 n/a
AHPP 2-Bdrm $468 $780 $936 $1,715
TCAC $654 $1,091 $1,309 n/a
AHPP 3-Bdrm $520 $866 $1,040 $1,906
TCAC $756 $1,260 $1,512 n/a

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AHPP vs TCAC Minimum Unit Sizes
AHPP in Blue
Unit Type
Minimum
Square
Footage
0-Bdrm 500
200
1-Bdrm 600
450
2-Bdrm 850
700
3-Bdrm 1,080
900
Discussion
Attachment A presents a clarified description of the applicability of the AHPP for certain project types. The attached ordinance accomplishes the following:
 Adds to the current exemption for projects developed with financial assistance through one of the City’s housing trust fund programs from the AHPP requirements by further exempting multi-family rental housing projects developed by a nonprofit housing provider receiving financial assistance through the California Tax Credit Allocation Committee from the AHPP requirements so long as the project is a 100% Affordable Housing Project as defined by the Santa Monica Municipal Code.
 Multi-family project applicants would be required to select households from the City-developed list of income-qualified households or equivalent priority list approved by the City.
 Applicants would be required to comply with then-current California Tax Credit Allocation Committee Regulations, including the minimum unit size requirements.  The project’s affordability obligations would be secured by a regulatory agreement, memorandum of agreement, or recorded covenant in form approved by the City Attorney, for a minimum period of fifty-five years.

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Planning Commission Comments
This issue was first raised as part of the latest round of Zoning Ordinance updates. On February 20, the Planning Commission recommended that the City Council approve an amendment consistent with the language presented to the Commission, which did not require to use the City’s housing waiting list and did not prohibit the projects from competing with City-funded projects for financial assistance from TCAC.

Housing Commission Comments
The City’s Housing Commission, upon reviewing the proposed modification to this language, made the following recommendations:
1) Recommends against adopting the text amendment permanently until an economic analysis is completed to ensure that the off-site inclusionary requirements reflect the additional opportunity associated with tax-credit leveraging.
2) Supports adopting the text amendment on an interim basis to enable a currently proposed inclusionary / market-rate arrangement if the developer can demonstrate to Council that the proposed developments are beneficial in terms of the number of inclusionary apartments that will be created. 3) If the proposed text amendment is adopted, it should make explicit that prospective residents of tax-credit funded inclusionary housing will come from the City list, as they do for other inclusionary housing.

Next Steps on Financial Feasibility Study
Vendor Selection for AHPP Feasibility Study
Staff recommends HR&A Advisors, Inc. to provide financial feasibility analysis of potential affordable housing requirements and minimum density. This recommended award is made as an exception to the competitive bidding process pursuant to Section

2.24.80(d). Competition does not exist because HR&A has completed extensive feasibility analysis related to the AHPP, including the recent Downtown Community Plan, and therefore has the unique ability or capability to complete the study.

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competitive proposals from other sources, given HR&A’s experience and knowledge with preparing modeling for the AHPP.

Financial Impacts and Budget Actions
Staff seeks authority to award an agreement with HR&A Advisors, Inc. for financial feasibility analysis of potential affordable housing requirements and minimum density requirements. Staff will seek grant funding from the California Department of Housing and Community Development’s to fund the agreement in whole or in part. To ensure that the study can commence immediately, the Housing and Economic Development Department will advance the funds from an existing account.

Agreement
Request Amount FY 2019-19 Budget
Housing and Economic
Development Department
Account #
Total Agreement Amount
$150,000 01160001.552010 $150,000
Future funding is contingent on Council budget approval.

Prepared By: Peter James, Principal Planner
Approved Forwarded to Council
Attachments:

A. Ordinance to Temporarily Remove ELI Option
B. Developments Completed
C. Developments in Construction
D. Developments with Planning Approval

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E. Pending Developments
F. RHNA and Quantified Objectives Progress
G. February 28, 2012 Council Study Session on Housing (Web Link) H. December 11, 2012 Direction to Staff to Add ELI Option (Web Link) I. February 26, 2013 Direction to Staff to Amend Rent Limit Standards (Web Link) J. June 25, 2013 Ordinance Adopted to Include ELI Option (Web Link) K. Written Comments
L. Powerpoint presentation

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Packet Pg. 1168 Attachment: March 26, 2019 Council Staff Report (5128 : Second Modification to HR&A contract) City Council
Report
City Council Meeting: June 11, 2019
Agenda Item: 3.F
1 of 4
To: Mayor and City Council
From: David Martin, Director, City Planning
Subject: Adoption of SB2 Housing Grant Resolution
Recommended Action
Staff recommends that the City Council:

1. Adopt the attached resolution authorizing the application for grant funds in the amount of $310,000 from the State of California Department of Housing and Community Development

2. Authorize the City Manager to execute all necessary documents to apply for the grant, and if awarded, accept and administer the grant, including any renewals.

3. Authorize budget changes as outlined in the Financial Impacts and Budget Actions section of this report, in the event that the grant is awarded.

Summary
Santa Monica has an extensive history that prioritizes a range of housing types (including affordable housing) to preserve and promote a diverse and sustainable community. This report seeks authorization to submit an application for grant funds to the State of California Department of Housing and Community Development for an amount of up to $310,000. The grant would be used to analyze incentives or changes to project requirements to stimulate housing production, which may include permit streamlining, height and floor area adjustments, fee reductions and modifications to affordable housing requirements in the Downtown and Citywide. Additionally, the grant funds could be used to study policies, programs and ordinances to protect and support tenants currently living in the city’s existing housing stock. This analysis would be used to propose changes to City housing policy and regulations, and may involve implementation through the citywide Zoning Ordinance and/or specific and area plans.

The State’s grant program is available to local jurisdictions, and is offered specifically for the purpose of providing funding and technical assistance to help cities prepare, adopt, and implement plans and process improvements that streamline housing approvals and

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accelerate housing production. Per HCD guidelines, grant funds may be subject to repayment if the plan or process improvement developed with grant funds is not ultimately adopted.

Discussion
In recent years, California’s ongoing housing shortage has underlined the need for local jurisdictions to revisit their regulatory frameworks governing housing production. In Santa Monica, the discussion has been particularly dynamic, as the community and decision-makers have wrestled with a variety of local, regional and State-level factors that contribute to production, affordability, and equity. From time to time, the City has made changes to rules and regulations related to housing in response to these factors.

Two recent examples include the adoption of the Downtown Community Plan’s distinct project requirements for affordable housing, and the recent removal of the Extremely Low Income option from the list of options to satisfy the affordable housing obligation citywide. Further, on March 26th 2019 the Council authorized an expenditure to fund a feasibility study to analyze potential changes to the centerpiece of the City’s inclusionary housing framework, the Affordable Housing Production Program.

In 2017, Governor Brown signed a 15-bill housing package aimed at addressing the state’s housing shortage and high housing costs. This package included the Building Homes and Jobs Act (SB2, 2017), which established a $75 recording fee on real estate documents to increase the supply of affordable homes in California. Through the subsequent SB2 grant program, $123M in funds collected from this fee have been set aside to provide funding and technical assistance to all local governments in California to help cities and counties prepare, adopt, and implement plans and process improvements that streamline housing approvals and accelerate housing production.

This grant program is meant to facilitate planning activities that will foster an adequate supply of homes affordable to Californians at all income levels.

Staff is preparing a grant application for submittal to the State’s Housing and Community Development department to fund a range of economic analyses, physical prototype modeling and policy and program evaluation that will better inform policy

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discussions about housing production in Santa Monica. This grant opportunity can provide the City with objective market information and prototype analysis to potentially adjust existing standards, regulations and project requirements as they pertain to promoting development that is consistent with Santa Monica’s priorities and adopted plans. This multi-pronged effort would be an opportunity for the City to look at the mechanics behind housing production and conservation more holistically, and to tie together the various internal and external factors that contribute to or prevent feasibility and implementation. If awarded, staff anticipates returning to Council with a recommendation to amend an existing contract with HR&A Advisors previously authorized by Council to study modified AHPP requirements so that additional analysis could be conducted on barriers and incentives to housing production across the board.

Additional sub-consultants to perform physical modeling, policy and program review as it relates to housing conservation and tenant protections, and creation of revised standards may also be necessary.

The maximum grant amount provided by SB2 for a jurisdiction of Santa Monica’s size is $310,000. The outcomes of the analytical study may include the following eligible activities:

1. Updates to general plans, community plans, specific plans, local planning initiatives related to implementation of sustainable communities strategies, or local coastal plans;

2. Updates to zoning ordinances;

3. Environmental analyses that eliminate the need for project-specific review; and

4. Local process improvements that improve and expedite local planning.

The SB2 program will not initially utilize a competitive process to award funds. Funds will be available to eligible applicants upon request (“over the counter”) for an eightmonth over-the-counter period, commencing from the date of the NOFA, which was released in late March 2019.

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Financial Impacts and Budget Actions
Staff seeks authority to apply for a grant of up to $310,000 from the State of California Housing and Community Development Department. If awarded, staff recommends the following budget changes to the miscellaneous grants fund.

FY 2019-2020 Grant Budget Changes
Establish Revenue Budget Appropriate Funds
Account Number(s) Amount Account Number(s) Amount
TBD $310,000 TBD $310,000
Total $310,000 Total $310,000
If awarded, the grant would, upon Council approval, augment economic analysis being conducted by HR&A Advisors on the feasibility of modifying the citywide Affordable Housing Production Program (AHPP). This increase in scope to analyze development standards, fee structures, permit streamlining and other mechanics of housing production would necessitate a contract modification. Additional, but separate, analysis on preserving existing housing stock would require a separate contract with qualified housing policy professionals.

Per HCD guidelines, grant funds may be subject to repayment if the plan or process developed using grant funds is not ultimately adopted.

If renewals are awarded, budget changes will be included in subsequent year budgets, contingent on Council budget approval.

Prepared By: Peter James, Principal Planner
Approved Forwarded to Council
Attachments:

A. Reso - PCD - SB2 Grant Funds - 06.11.2019
B. Written Comments

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Report
City Council Meeting: November 12, 2019
Agenda Item: 3.I
1 of 11
To: Mayor and City Council
From: David Martin, Director, City Planning
Subject: Senate Bill 2 Budget Grant Authorization and First Modification of Agreement for Financial Feasibility Analysis
Recommended Action
Staff recommends that the City Council:

1. Authorize the City Manager to accept a grant awarded in the amount of $310,000 from the California Department of Housing and Community Development (HCD) SB2 Building Homes and Jobs Act for housing production related planning studies and implementation activities, and to accept all grant renewals.

2. Authorize the City Manager to execute all necessary documents to accept the grant and all grant renewals.

3. Authorize budget changes as outlined in the Financial Impacts and Budget Action section of this report.

4. Authorize the City Manager to negotiate and execute a first modification to agreement #10830 (CCS) in the amount of $179,000 with HR&A Advisors, Inc, a California based company, for expanded financial feasibility analysis and physical modeling of potential changes to development standards and project requirements. This will result in an amended agreement with a new total amount not to exceed $329,000, with future year funding contingent on Council budget approval.

Executive Summary
The State of California adopted Senate Bill No. 2 (SB2): the Building Homes and Jobs Act in 2017 to encourage the development of housing of various types in the face of a statewide housing shortage. As part of its adoption, the state started the SB2 grant program to provide funding and technical assistance to help cities prepare, adopt, and implement plans and process improvements that streamline housing approvals and accelerate housing production. In September 2019, the California Department of Housing and Community Development (HCD) awarded the City a total of $310,000.

This report seeks authorization to accept the awarded grants and execute all necessary documents associated with the grant.

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Grant funds would fund a range of economic analyses, physical prototype modeling around revised standards, and policy and program evaluation to provide the City with objective market information and prototype analysis to potentially adjust existing standards, regulations and project requirements as they pertain to facilitating housing production that is consistent with Santa Monica’s priorities and adopted plans. This work would also help staff plan for and address forthcoming requirements from HCD and the Southern California Association of Governments (SCAG) in the context of the 6th Cycle Housing Element. There is no local match requirement for the SB2 grant program; however, per HCD guidelines, grant funds may be subject to repayment if the plan or process improvement developed with grant funds is not ultimately adopted.

Background
In recent years, California’s ongoing housing shortage has underlined the need for local jurisdictions to revisit their regulatory frameworks governing housing production. In Santa Monica, where the development of housing, especially affordable housing has been a long-standing priority, the community and decision-makers have wrestled with a variety of local, regional and State-level factors that contribute to production, affordability, and equity.

From time to time, the City has made changes to rules and regulations related to housing in response to these factors. Two recent examples include the adoption of the Downtown Community Plan’s distinct project requirements for affordable housing, and the recent removal of the Extremely Low Income option from the list of options to satisfy the affordable housing obligation citywide. Further, on March 26, 2019, the Council authorized an expenditure to fund a feasibility study to analyze potential changes to the centerpiece of the City’s inclusionary housing framework, the Affordable Housing Production Program.

In 2017, Governor Brown signed a 15-bill housing package aimed at addressing the state’s housing shortage and high housing costs. This package included the Building Homes and Jobs Act (SB2, 2017), which established a $75 recording fee on real estate documents to increase the supply of affordable homes in California. Through the

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subsequent SB2 grant program, $123M in funds collected from this fee have been set aside to provide funding and technical assistance to all local governments in California to help cities and counties prepare, adopt, and implement plans and process improvements that streamline housing approvals and accelerate housing production.

On June 11, 2019, Council authorized the application for SB2 grant funds in the amount of $310,000 from the State of California Department of Housing and Community Development. At that meeting, staff reported that the grant would be used to analyze incentives or changes to project requirements to stimulate housing production, which may include permit streamlining, height and floor area adjustments, fee reductions and modifications to affordable housing requirements in the Downtown and Citywide. Additionally, the grant funds could be used to study policies, programs and ordinances to protect and support tenants currently living in the city’s existing housing stock. This analysis would be used to propose changes to City housing policy and regulations, and may involve implementation through the citywide Zoning Ordinance and/or specific and area plans. Council discussed budget authorization for the grant funds, if successful, but did not vote to authorize expenditure of the funds due to concerns about the need to study Downtown’s project requirements.

Discussion
The City of Santa Monica submitted a successful SB2 grant application to HCD and was awarded a total of $310,000 in September of this year. Pursuant to the project description in the grant application, the funds are scoped for the following purposes, which conform to the State’s planning priorities:

1. Update Financial Feasibility Analysis on the Downtown Community Plan (DCP)
Downtown Santa Monica is where much of future mixed-use housing development is likely to occur. A recent monitoring report indicated that since Plan adoption, very few, if any, new housing projects have been submitted despite process incentives that expedite entitlements for housing projects. The proposed analysis would seek to provide decision-makers with an updated financial feasibility analysis on DCP project requirements to better inform the

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regulatory framework that guides housing production in the City’s job-rich and transit-oriented center.

2. Explore Revised Development Standards and Incentives for Housing Projects on Boulevards and in the Bergamot Area Plan
The 2013-2021 Housing Element identified potential for over 2,700 units on the City’s major boulevards and over 1,000 units in the districts governed by the 2013 Bergamot Area Plan. This housing is not being produced as anticipated as less than a third of those potential housing units has been built or is under construction in these areas. This project would require physical modeling and financial feasibility analysis to identify the “tipping point” at which a housing developer will be incentivized to produce a housing development. Factors for evaluation/modification may include development standards such as height, floor area, and parking requirements, streamlined entitlement processes, and reduced permit and development fees for qualified housing projects.

3. Multi-Unit Districts Affordable Housing Fee and Density Study In Santa Monica’s Multi-Unit Districts (R2, R3, and R4) in recent years, developers often build below the allowable density, with replacement projects often resulting in a net loss of units citywide. This project contemplates two potential changes to the City’s existing zoning ordinance: 1) Evaluating the overall feasibility of residential development in the multi-unit districts and the associated municipal requirements in order to make recommendations on standards and incentives to support the City’s goals for housing production for a variety of income levels. 2) Based on the evaluation, explore “minimum density” standards in the multi-family districts to support the City’s housing production goals.

4. Protect Existing Tenants from Displacement *
The City has many policies and programs on housing affordability, access, and tenant rights. These include rent control rules, tenant protections, housing assistance, and other housing stabilization measures. These are administered by

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several City departments, making it difficult to easily locate information. This antidisplacement project will result in a website and marketing materials with information about these programs by topic (not department). A communications campaign will reach tenants to assist them in situations that may threaten their tenancies.
*Note: SB2 guidelines allow for only 10% of grant award to be used for purposes of protecting existing housing stock. $31,000 is the maximum that can be awarded.

5. Enhancements to City of Santa Monica Electronic Permitting Software The City has instituted digital Building permit applications, yet some important and time-consuming Planning entitlements are not yet on this system. This project would enhance the City’s permit application software for the additional Planning applications, which will then be managed electronically. This process integration will improve efficiency by allowing applicants to submit online instead of at City Hall and will streamline the review process by allowing simultaneous review from multiple reviewers.

6. Illustrated Housing Development Process Guidebooks
The City currently lacks user-friendly materials to assist applicants proposing housing developments. The proposed guidebooks for Accessory Dwelling Units and Multi-family Housing will provide clear, concise and updated information on City housing policies, processes and development standards supported by graphics including architectural drawings that will illustrate the development and design standards.

7. Innovative Affordable Housing Financing Tools to Increase Production The high cost of land in Santa Monica makes deed-restricted affordable residences very expensive, and limited funding is a primary barrier to creating more units. This project will look at how innovative financing tools like a regional housing trust fund and infrastructure financing plans are used elsewhere and

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how the City can best leverage these tools to enhance the production of affordable housing.

The above analytical activities will be complemented by a robust public engagement platform, which is accounted for in the budget developed for each activity described in the SB2 grant application. Grant funds must be used by FY 21/22, and are subject to potential repayment if no implementation actions result from grant-funded activities.

Interface with Other Housing-Related Activities (Local, Regional and State) 2019 has seen a tremendous focus on housing policy at local, regional and State levels owing to the widely-acknowledged and highly visible housing crisis. PCD and other departments have worked collaboratively to track State legislative actions aimed at increasing housing production, as well as regional discussions that are largely dominated by the emerging Regional Housing Needs Assessment 6th Cycle allocation.

Interdepartmental staff has also been active in addressing local housing policy issues at the request of the City’s Housing Commission and City Council. SB2 presents an opportunity to address the changing landscape of housing policy in California by exploring changes to existing standards and project requirements; however, staff notes that the work contemplated by the SB2 scope may not be adequate to address the totality of the required policy shift. Below are brief descriptions of the most pertinent issues developing in the housing landscape.

A. State Legislation of Key Interest to Santa Monica
A multitude of housing bills were signed by Governor Newsom that alters existing housing policy that govern processing of housing projects, rent control and rent caps, density bonuses, accessory dwelling units, and community investment.

Key highlights relevant to Santa Monica include:

State Housing Bills Status Description

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FASTER APPROVALS
Approved
SB330: Faster approvals for
housing and zoning changes.

Time-limited, Statewide ban on (A)
downzoning, (B) moratoriums on
housing development, (C) nonobjective design standards, and (D) limit on number of permits issued.

Approved
AB1485: Incentives and faster
approvals for moderate-income
housing built with prevailing (union)
wage labor.

Approved AB1763: 80% density bonus for
affordable housing.

Approved
AB101: By-right approval for
homeless shelters. AB101 also
includes $650 million in grants for
cities and counties to address
homelessness issues. It also
includes $250 million for local
governments and regional bodies to
measure housing needs and develop
plans for providing more housing.

TENANT

PROTECTIONS
Approved
AB1110: Longer notice require for
rent increases. 60 days for under
10%, 90 days for 10-15%, 120
days for 15%+
Approved
AB1482: Statewide limit to annual
rent increases. Statewide Just
Cause limits to evidence.

ACCESSORY
DWELLING UNITS Approved
SB13, AB68, and AB881: Further
removes barriers to ADU
productions

FUNDING
Vetoed
SB5: Creates new local funding
agencies for affordable housing,
infrastructure and community
investment.

Approved AB857: Allows cities to create
Public Banks.

B. 6
TH Cycle Housing Element and Regional Housing Needs Assessment The Regional Housing Needs Assessment (RHNA) is mandated by State Housing Law as part of the periodic process of updating local housing elements of the General Plan. The RHNA quantifies the need for housing within each jurisdiction during specified planning periods. SCAG is in the process of

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developing the 6th cycle RHNA allocation plan which will cover the planning period October 2021 through October 2029. The final methodology is anticipated to be adopted by the Regional Council in January/February 2020, followed by an appeal period and final planned for adoption by SCAG in October 2020. SCAG has made a tool available online that allows cities to have an understanding of the possible allocation range in scenarios that are currently being proposed.

According to the tool, Santa Monica’s RHNA allocation is estimated to be approximately 4,800 units, which is substantially higher than in previous cycles (the 5th Cycle allocation was 1674 units) owing to the new requirement to address “existing housing need” (unmet existing demand) as well as “projected need” (based on a forecast of future population growth).

In parallel with the development of the RHNA, changes to state law (Government Code section 65583.2, Residential land inventory; definitions; inventory element; suitability for regional housing needs; densities) affect what may be counted as a suitable housing site to accommodate the RHNA in the Housing Element. Additionally, HCD has signaled that jurisdictions that do not meet their Housing Elements numbers would be subject to more severe consequences than in the past, including ineligibility for transportation and housing funding.

C. Local Housing-Policy Related Efforts
Interdepartmental staff are engaged in addressing local housing demand through a variety of measures that have been authorized recently by the Council. These efforts primarily relate to the Affordable Housing Production program, but bear influence on market-rate development across the city.
• Removal of the Extremely Low Income Option. On March 26, 2019 Council authorized a modification to the zoning ordinance to temporarily remove the option for providing extremely low-income (ELI) units to satisfy a project’s Affordable Housing Production Program obligation pursuant to SMMC Chapter 9.64. This action was taken due to a perception that an overuse of this option was placing an undue burden on the City to fund

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affordable units to meet the voter-approved Proposition R target of 30% of all multifamily housing completed each fiscal year that must be affordable and occupied by low- and moderate-income households; and at least onehalf of the total affordable housing completed be affordable for and occupied by low-income households.

Council extended the temporary removal through November 2020 at its October 22, 2019 meeting.
• Affordable Housing Production Program Financial Feasibility Study. At its March 26, 2019 meeting, Council also authorized a contract with HR&A Advisors for financial feasibility analysis of potential modified affordable housing requirements for future Tier 2 mixed-use developments similar to those which were adopted in the DCP. Work on this effort is underway and is based on Council’s direction to only study existing development parameters. In the face of forthcoming adjustments to Santa Monica’s RHNA allocation, as well as a slew of State bills aimed at increasing housing production through potential upzoning activities and by-right approvals, questions have arisen as to the utility of this effort that uses existing development parameters.

Vendor Selection
Staff recommends HR&A Advisors, Inc. to provide financial feasibility analysis of:
• Update Financial Feasibility Analysis on the Downtown Community Plan (DCP) • Explore Revised Development Standards and Incentives for Housing Projects on Boulevards and in the Bergamot Area Plan
• Multi-Unit Districts Affordable Housing Fee and Minimum Density Study This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.80(d). Competition does not exist because HR&A has

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completed extensive feasibility analysis related to evaluating the feasibility of the City’s development standards, project requirements and fees including ongoing work on the AHPP, as well as financial feasibility on the recent Downtown Community Plan and 2015 Zoning Ordinance. Therefore, HR&A has the unique ability or capability to complete the abovementioned studies related to the SB2 grant. Completing a competitive procurement process is highly unlikely to produce cost-competitive proposals from other sources, given HR&A’s experience and knowledge with preparing modeling for the City. Future advertising and vendor selection for the remaining SB2- related activities will be forthcoming in the coming months as staff puts together a workplan and a process for engaging the community on these substantive issues.

Financial Impacts and Budget Actions
Staff seeks authority to accept a grant awarded in the amount of $310,000 from the California Department of Housing and Community Development (HCD) SB2 Building Homes and Jobs Act for housing production related planning studies and implementation activities. Award of the SB2 grant totaling $310,000 requires the following FY 19/20 budget changes.

FY 2019-2020 Grant Budget Changes
Establish Revenue Budget Appropriate Funds
Account Number(s) Amount Account Number(s) Amount
20700002.405570 $310,000 20700002.556420 $310,000
Total $310,000 Total $310,000
Future year funding is contingent on Council budget approval.

Staff seeks authority to approve a portion of the funding from the SB2 Grant to increase the amount of agreement #10830 with HR&A Advisors for expanded feasibility analysis and physical modeling services.

Agreement Modification Request
Agreement #
Current Authorized
Amount
FY 2019-20
Modified Request
Amount
Account # Total Revised
Contract Amount
10830 150,000 01160001.552010 150,000

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179,000 20700002.556420 179,000
TOTAL 329,000
Prepared By: Peter James, Principal Planner
Approved Forwarded to Council
Attachments:

A. June 11, 2019 Council Meeting (Web Link)
B. RHNA Proposed Methodology (Web Link)

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Contract No. 108300 (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 HR&A Advisors, Inc. (“HR&A”), 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. HR&A is qualified to do business, and is doing business, in the State of California.

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

C. The City and HR&A now desire to enter into an agreement for HR&A 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, 2022, unless sooner terminated in accordance with Section 14.

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

3. City Services. The City agrees to:

3.1 Make available to HR&A 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 HR&A.

4. Compensation. The City will compensate HR&A for the Services performed in an amount not to exceed $219,000.00, as set forth in Exhibit B.

5. Invoices. HR&A 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: E40D9E3E-2795-4CBE-85C6-23137938095E 11/23/2020

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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:

City Planning Division
City of Santa Monica
1685 Main Street, Mail Stop 28
Santa Monica, California 90401
Attention: Rachel Kwok
Re: Contract No. 108300 (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. 108300 (CCS)

6.2 All notices, demands, requests or approvals to HR&A:

HR&A
700 South Flower Street, Suite 2995
Los Angeles, California, USA
Attention: Paul J. Silvern, Vice President
[email protected]
Re: Contract No. 108300 (CSS)

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 HR&A or any of HR&A’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 HR&A, and approved as to form by the City Attorney.

9. Insurance. Prior to commencing work, HR&A 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 HR&A or HR&A’s agents, representatives, employees or subconsultants for the duration of this DocuSign Envelope ID: E40D9E3E-2795-4CBE-85C6-23137938095E

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

10.2 Enforcement Costs. HR&A 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 HR&A 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 HR&A or of any general partner or joint venturer or syndicate member of HR&A, if a partnership or joint venture or syndicate exists, which results in changing the control of HR&A, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.

DocuSign Envelope ID: E40D9E3E-2795-4CBE-85C6-23137938095E

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

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 HR&A 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 HR&A.

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 HR&A. Upon termination of this Agreement, City will pay HR&A any compensation earned and unpaid up to the effective date of termination.

15. Compliance with Law. HR&A 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. HR&A 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. HR&A 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 HR&A 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. HR&A 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 HR&A must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles.

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

DocuSign Envelope ID: E40D9E3E-2795-4CBE-85C6-23137938095E

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18.3 HR&A must allow the City to have free access to HR&A’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 HR&A’s records, and HR&A 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 HR&A, HR&A 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 HR&A or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by HR&A or any subconsultant pursuant to this Agreement may be made available to any individual or organization by HR&A without prior written approval by City.

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

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

21. Subconsultants.

21.1 If HR&A proposes to have any subconsultant perform any part of the Services, HR&A 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 HR&A will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between HR&A 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. 108300 (CCS) entered into between the City of Santa Monica and HR&A 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 HR&A agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be DocuSign Envelope ID: E40D9E3E-2795-4CBE-85C6-23137938095E 11/23/2020

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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.

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
ABC Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: E40D9E3E-2795-4CBE-85C6-23137938095E George Cardona
Interim City Attorney
11/19/2020
Paul J. Silvern, Vice President
HR&A Advisors, Inc.

Paul J. Silvern
11/19/2020
11/23/2020
Lane Dilg
City Clerk Interim City Manager
Denise Anderson-Warren
11/30/2020

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Packet Pg. 1189 Attachment: 00 EXECUTED CONTRACT #108300 HR&A (5128 : Second Modification to HR&A contract) Exhibit A
Scope of Services
DocuSign Envelope ID: E40D9E3E-2795-4CBE-85C6-23137938095E

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New York | Dallas | Los Angeles | Raleigh | Washington DC Revised: October 21, 2020
via email to: [email protected]
Jing Yeo
Planning Manager
Community Development Dept.

City Hall, Room 212
1685 Main Street
Santa Monica, CA 90404
Re: Proposal to Update 2019 AHPP Analysis and Analyze New Prototypes in Additional Commercial Areas Dear Jing:

Per your request, HR&A Advisors, Inc. (HR&A) is pleased to provide this proposal to provide additional prototype testing to determine whether increased development standards and/or new affordable housing requirements (i.e., in terms of percentages, unit mix and affordability levels) can accelerate development of mixed-income housing. This effort will include updating feasibility analysis for 14 prototypes from our previous analysis, modelling 14 new prototypes in additional commercial areas, and updating real estate market and construction cost assumptions for selected market areas.

Similar to previous analysis completed by HR&A, the assignment involves empirical testing of prototypical private developments to establish the financially-feasible limits of modified affordable housing requirements and development fees, utilizing static pro forma financial feasibility Excel models to test the developer investment return implications of revised affordable housing requirements on prototypical developments. The assignment is also similar to a financial feasibility analysis that we are currently completing for the Los Angeles City Planning Department, wherein our analytic model was re-designed to evaluate the development capacity (in terms of incremental stories or FAR) that would be required to support TransitOriented Communities affordability percentages and income levels in Downtown Los Angeles. Our proposed approach to the new assignment will build on these prior efforts.

PROPOSED SCOPE OF WORK
HR&A will undertake the following tasks in a generally sequential order:

Task 1. Kick-off Meeting and Discussion About Modeling Assumptions.

HR&A will meet with City staff to discuss various elements of the analysis, obtain certain data and clarify certain modeling assumptions. These include, but are not necessarily limited to the following:
 Confirm the general objectives for performing this analysis and review the scope and schedule for completing it;
 Confirm communication protocols between HR&A and the City staff team, including the City Attorney’s office;
 Confirm the 24 prototypical mixed-use development scenarios for Bergamot, Boulevards, Lincoln, Downtown, General Commercial - Santa Monica Boulevard and Neighborhood Commercial (see Task 2 for the list of prototypes to be confirmed), including a range of flexibility in terms of changes to existing Tier structures, FAR, or height;
DocuSign Envelope ID: E40D9E3E-2795-4CBE-85C6-23137938095E

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Packet Pg. 1191 Attachment: 00 EXECUTED CONTRACT #108300 HR&A (5128 : Second Modification to HR&A contract) HR&A Advisors, Inc. Proposal re: Santa Monica Community Benefit Fee Structures | 2  Confirm that HR&A will first test each prototype with the exact affordable housing requirements in the Zoning Code (i.e., base case) and then a set of requirements (i.e., household income levels, minimum unit sizes and affordable unit mix) provided by City staff;  Confirm that HR&A should use FY 2020-21 City development impact fee, permit charges and other fee schedules for development costs, and obtain the applicable schedules of all such fees, including recently approved standards for Tier 2 and Tier 3 developments;  Obtain the most current AHPP household income, maximum rent and maximum sale price schedule; and
 Discuss what types of City land use permits and environmental documentation should be assumed for each prototype (if different), and their related average approval schedules and costs; and  Discuss alternative means to improve construction cost estimates for the prototypes.

Deliverables: Meeting agenda and meeting summary memo.

Task 2. Develop the Specifications of All Development Prototypes.

Based on the results of the above meeting, HR&A will collaborate with City Planning staff to prepare a general profile for each of 24 prototypical development scenarios, including total site area (if different from 15,000 s.f. for the Boulevards), acceptable range of gross building floor area, total net floor area and related building efficiency factors, net floor area by land use, acceptable range of total building height and number of stories, average unit sizes for both market rate and affordable units, dwelling unit counts by type, parking counts and number of subterranean levels, among other modeling assumptions. This analysis will vary from our previous analyses, assuming concurrence from City staff, wherein we will design our model to test incremental development capacity (in terms of additional floors/FAR of multifamily housing and additional floors of subterranean parking) within a reasonable set of parameters (i.e., setbacks, construction type, etc.). These specifications should reflect all recent changes to development standards approved by the City Council. This will allow HR&A to rapidly and incrementally test additional development capacity required to support certain affordable housing requirements while maintaining acceptable developer profit margin to incentivize development.

Analyze a total of 24 prototypes including:
 Bergamot Area Plan – Mixed-Use CD and Bergamot Transit Village  Boulevards – Mixes Use Boulevard – Wilshire and Mixed-Use Boulevard Low - Santa Monica  General Commercial – Lincoln
 R2/R3 Zones
 Downtown – Transit Adjacent and Neighborhood Village
 General Commercial – Santa Monica Boulevard
 Neighborhood Commercial
Deliverable: Final specification of physical characteristics and related assumptions for all prototypes.

Task 3. Update Current Real Estate Market Conditions for the Most Sensitive Financial Feasibility Modeling Assumptions.

This includes updating relevant assumptions used in prior related HR&A financial feasibility modeling to preCOVID-19 conditions, specifically for up to 5 submarkets (potentially including Downtown, the Boulevards, Bergamot, Ocean Park, and Montana). In doing so HR&A will utilize a variety of third-party data sources available to HR&A, including Co-star, Reis, quarterly real estate market surveys prepared by several real estate brokerages and other real estate services that include either Santa Monica-specific or more general Westside rents, absorption and vacancy data, operating expenses, income capitalization rates, and project financing terms and pricing. Optional Task 12 below addresses various sensitivities that HR&A can run to demonstrate the potential impact of long-term impacts of the COVID-19 pandemic.

DocuSign Envelope ID: E40D9E3E-2795-4CBE-85C6-23137938095E

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Packet Pg. 1192 Attachment: 00 EXECUTED CONTRACT #108300 HR&A (5128 : Second Modification to HR&A contract) HR&A Advisors, Inc. Proposal re: Santa Monica Community Benefit Fee Structures | 3 HR&A will consult with local developers and architects to confirm the development cost assumptions during the course of the analytic process, as described in Task 10. HR&A can subcontract with an independent professional construction cost estimator to provide assumptions about above-grade and below grade hard construction costs for each prototype if required.

To support this work, City staff will supply HR&A with an updated inventory of recent multi-family projects that have been completed or still have active applications under review during the past five years, as applicable to all prototypes.

Deliverable: The assumptions derived from this Task will be incorporated into the deliverables for Task 4.

Task 4. Prepare Financial Feasibility Pro Forma Models for Each Prototype.

HR&A will first prepare two base case financial feasibility models for each retail/apartment prototype assuming the Tier 2 affordable housing options most frequently used by developers (i.e., first at 7.5% of the units affordable to 30% income households; then 15% affordable to 50% income households; each using the unit mix by bedrooms per unit and other requirements specified in the Zoning Code). HR&A will then prepare an analysis case for each prototype using a new set of affordable housing requirements determined through discussion with City staff. These feasibility models (both base cases and analysis case) will resemble the type of Excel workbook pro formas prepared by HR&A for previous analyses of this type.

Central to this analysis are the feasibility thresholds employed. Again, building on previous work of this type, HR&A will use two different, but related measures, both of which would have to be met for the results to be considered “financially feasible.” These are:
1) Return on Total Development Cost1, which is calculated as Net Operating Income divided by Total Development Cost, the result of which should be at least one to two percentage points above the weighted average of the income capitalization rates for each land use in the prototype; and 2) Developer Profit Margin, which is calculated as Capitalized Project Value minus Total Development Cost, the result of which should be at least equal to 10 percent of net Capitalized Project Value.

The pro forma models will be designed in a way that will make it relatively easy to test the implications of changing the key elements of a set of assumed affordable housing standards (i.e., percentage requirements by income level and unit mix), should any of the initial analysis cases prove to be financially infeasible. But HR&A will not make any such changes until the feasibility results for the base cases and initial analysis cases have been reported to City staff.

Deliverable: Pro forma model results for each prototype and associated affordable housing assumptions.

Task 5. Document 100% Affordable Housing Opportunities and Constraints.

HR&A will review and document development standards applicable to 100% affordable housing projects across the City, and will engage non-profit affordable housing developers to determine the impact of development standards on the feasibility of affordable housing projects. Because 100% affordable housing projects, which are typically funded through the use of Low-Income Housing Tax Credits (“LIHTC”) and other sources, are not well-suited to conventional financial feasibility pro forma analysis, HR&A will develop a list of opportunities and constraints for affordable housing projects Citywide and within individual zoning districts. This documentation will be focused on the impact of development standards and physical location on the availability of land, pursuit of funding/financing, and other relevant criteria. These findings will be summarized in the deliverable associated with Task 6.
1 Assuming rental projects only. Analysis for condo scenarios will require additional budget depending on the scope.

DocuSign Envelope ID: E40D9E3E-2795-4CBE-85C6-23137938095E

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Packet Pg. 1193 Attachment: 00 EXECUTED CONTRACT #108300 HR&A (5128 : Second Modification to HR&A contract) HR&A Advisors, Inc. Proposal re: Santa Monica Community Benefit Fee Structures | 4 Task 6. Preliminary Results Briefing.

At the end of the preceding task, HR&A will prepare a presentation-style briefing summary to support a discussion meeting with City staff. The purposes of this meeting are to report on: (1) the degree to which the prototypes are financially feasible; (2) the degree to which any new affordable housing requirements appear to be feasible; (3) if not, what adjustments to the modeling should be pursued to achieve financial feasibility, and in what order of policy priority (i.e., percentages of affordable units, affordability level and unit mix).

Deliverable: Briefing book summarizing pro forma modeling approach, assumptions and preliminary results.

Task 7. (Optional) Allowance for Further Feasibility Testing.

This is an as-needed task for any further sensitivity testing that may be required, should the initial analysis case results indicate that modifications of new affordable housing requirements or development standards would be needed to achieve financial feasibility for one or more of the prototypes. A general schedule and budget allowance are included for this task, but it may require augmentation if more than one round of sensitivity testing is required.

Deliverable: Additional pro forma model results, as needed.

Task 8. (Optional) Revised Results Briefing.

This is another as-needed task for summarizing and discussing the results with City staff about any needed sensitivity testing as described above.

Deliverable: Updated briefing book summarizing any additional pro forma modeling.

Task 9. Memorandum Report.

Once the analysis has been finalized and all questions and issues of concern to City staff have been addressed, HR&A will prepare a memorandum report describing the analysis approach, assumptions, findings and conclusions. The memorandum will include a concise executive summary, a narrative explanation of approach and key assumptions, and conclusions. It will also include attachments with the output from the financial feasibility models. The memorandum will be prepared first in draft for review and comment by the City staff project team, and then put into final form after considering any comments on the draft.

HR&A acknowledges that all preliminary and revised analysis, internal briefings and other communications with City staff will be treated as strictly confidential, and possibly subject to attorney-client privilege, until City staff approves public release of the Final Memorandum Report.

Deliverables: Draft and Final Memorandum Report.

Task 10. Stakeholder Briefings.

This task consists of: up to two roundtable briefings with developers (including non-profits), architects and property owners, which may be convened by the Santa Monica Area Chamber of Commerce, to provide input on key assumptions and to review HR&A’s draft findings, conclusions and recommendations; and up to two meetings with other local stakeholders to be determined in coordination with City staff, also to review HR&A’s draft findings, conclusions and recommendations. The specific schedule and format for these meetings will be determined after consultation with City staff but are intended to occur before Task 10 (Public Presentations).

Deliverables: Meeting presentation briefing materials and meeting results summary memos.

Task 11. Public Presentations.

This task is an allowance for HR&A to appear at public meetings to present and discuss the results of this analysis. For budgeting purposes, the schedule and budget assume two meetings with the Housing DocuSign Envelope ID: E40D9E3E-2795-4CBE-85C6-23137938095E

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Packet Pg. 1194 Attachment: 00 EXECUTED CONTRACT #108300 HR&A (5128 : Second Modification to HR&A contract) HR&A Advisors, Inc. Proposal re: Santa Monica Community Benefit Fee Structures | 5 Commission, two with the Planning Commission and two with the City Council, including time to prepare materials for the meetings, contribute to relevant sections of staff reports and PowerPoint presentations, and participate in the meetings. The schedule for these meetings will be determined in consultation with City staff, but it is intended that one set of public meetings will occur prior to Task 8 (Memorandum Report) and one after Task 9 (Stakeholder Briefings).

Deliverables: HR&A presentation briefing materials and, as needed, written comments on companion City staff presentation.

Task 12. (Optional) COVID-19 Updates
Because our modeling will not yet account for the full near-term impacts of COVID-19 on the real estate market, we can update our analysis at a later date once the longer-term impacts are clear, or run subsequent sensitivity models. This task would assess the impact of various changes to real estate revenues, financing costs and construction costs on supportable levels of affordable housing.

PROPOSED STAFFING AND SCHEDULE
All the work described above will be prepared by qualified HR&A professional staff working under the direct supervision of Paul J. Silvern, Vice President. This includes Thomas Jansen, a Principal (as Project Manager), Ada Peng, a Senior Analyst and Jenna Gray, a Research Analyst.

Subject to further discussion with City staff, subsequent decisions about whether multiple rounds of sensitivity testing may be required, and assuming timely City staff input during the progress of the work, HR&A will complete the above-described tasks on approximately the following schedule, including overlaps between individual tasks to the degree possible, but also allowing for the further feasibility testing and related discussion tasks, if needed:

Task Cumulative Time
Task 1. Kick-off Meeting Week 1
Task 2. Specify 24 Prototypes Week 4
Task 3. Update Market Assumptions Week 6
Task 4. Base Case & Initial Analysis Case Feasibility Models Week 9 Task 5. Document 100% Affordable Housing Opportunities & Constraints Week 9 Task 6. Preliminary Results Briefing & Meeting Week 10
Task 7. Allowance for Further Feasibility Testing Week 12 Task 8. Allowance for Revised Results Briefing Week 14
Task 9. Draft & Final Memorandum Report To Be Determined Task 10. Stakeholder Briefings To Be Determined
Task 11. Presentations to Commissions & City Council To Be Determined Task 12. COIVD-19 Updates To Be Determined

PROPOSED BUDGET
Based on our experience with comparable projects, and taking into account certain economies available from our previous related assignments for the City, we estimate that the completion of the above scope of work will require a budget of $219,000.00, excluding customary reimbursable expenses (which we expect to be limited). This total is allocated among individual tasks approximately as follows.

DocuSign Envelope ID: E40D9E3E-2795-4CBE-85C6-23137938095E

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Packet Pg. 1195 Attachment: 00 EXECUTED CONTRACT #108300 HR&A (5128 : Second Modification to HR&A contract) HR&A Advisors, Inc. Proposal re: Santa Monica Community Benefit Fee Structures | 6 Task Cost
Task 1. Kick-off Meeting $4,000
Task 2. Specify 24 Prototypes $26,000
Task 3. Update Market Assumptions $24,000
Task 4. Base Case & Initial Analysis Case Feasibility Models $50,000 Task 5. Document 100% A.H Opportunities & Constraints $5,000 Task 6. Preliminary Results Briefing & Meeting $8,000
Task 7. Allowance for Further Feasibility Testing $24,000 Task 8. Allowance for Revised Results Briefing $8,000
Task 9. Draft & Final Memorandum Report $12,000
Task 10. Stakeholder Briefings $8,000
Task 11. Presentations to Commissions & City Council $20,000 Task 12. COVID-19 Updates $15,000
Subtotal Fees $204,000
Contingency $15,000
Total $219,000
The proposed budget includes a roughly 7.5 percent contingency, based on our experience that these kinds of analyses frequently require mid-term changes in assumptions that require additional work beyond the original scope of the assignment. Customary expenses should be limited to third party data acquisition and local travel to meetings; these are charged at their direct cost to HR&A without mark-up. Any additional services that may be requested can be provided on a time and materials basis, per the hourly rate schedules shown in Attachment A to this proposal letter, or on a mutually agreeable fixed fee basis, as City staff may prefer. We propose to invoice the City on a monthly basis for the percentage of each task completed during the prior month.
**********************
We hope you find the foregoing proposal responsive to the City’s needs. Once finalized, we assume City staff will prepare a standard City professional services contract using this proposal letter to define the scope of work, schedule and compensation. We are very familiar with the City contract, and related City contract requirements, and take no exceptions to their terms or conditions.

We can be available to discuss this proposal with you and your colleagues as needed to clarify any issues or discuss any amendments that may be required. We look forward to the possibility of working with you and the other members of the City project team on this assignment.

Sincerely,
PAUL J. SILVERN,
Vice President
Attachment A: 2020 HR&A Hourly Rate Schedule for Public Sector and Non-Profit Clients DocuSign Envelope ID: E40D9E3E-2795-4CBE-85C6-23137938095E

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Packet Pg. 1196 Attachment: 00 EXECUTED CONTRACT #108300 HR&A (5128 : Second Modification to HR&A contract) HR&A Advisors, Inc. Proposal re: Santa Monica Community Benefit Fee Structures | 7 Attachment A
HR&A Advisors, Inc. 2020 Hourly Rate Schedule for Public Sector & Non-Profit Clients Hourly rates for HR&A staff are as follows:

Personnel Hourly Rate
Chair / Vice Chair $ 535
Partner $ 395
Principal $ 350
Director $ 315
Senior Analyst $ 240
Analyst $ 190
Research Analyst $ 150
Admin $ 105
HR&A bills for customary out-of-pocket expenses (e.g., travel costs, mass reproduction, specialized graphics, long-distance telephone, messenger and overnight delivery) at their direct cost to HR&A without mark-up.

Depositions, mediations, arbitration hearing or trial testimony hours are billed at time and one-half.

DocuSign Envelope ID: E40D9E3E-2795-4CBE-85C6-23137938095E

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Packet Pg. 1197 Attachment: 00 EXECUTED CONTRACT #108300 HR&A (5128 : Second Modification to HR&A contract) Exhibit B
Budget
DocuSign Envelope ID: E40D9E3E-2795-4CBE-85C6-23137938095E

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Packet Pg. 1198 Attachment: 00 EXECUTED CONTRACT #108300 HR&A (5128 : Second Modification to HR&A contract) Exhibit C
Insurance Requirements and Verifications
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.

Minimum Scope 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

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 DocuSign Envelope ID: E40D9E3E-2795-4CBE-85C6-23137938095E

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Packet Pg. 1199 Attachment: 00 EXECUTED CONTRACT #108300 HR&A (5128 : Second Modification to HR&A contract) 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. 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:

DocuSign Envelope ID: E40D9E3E-2795-4CBE-85C6-23137938095E

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Packet Pg. 1200 Attachment: 00 EXECUTED CONTRACT #108300 HR&A (5128 : Second Modification to HR&A contract) a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
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.

Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach.

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: E40D9E3E-2795-4CBE-85C6-23137938095E

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Packet Pg. 1201 Attachment: 00 EXECUTED CONTRACT #108300 HR&A (5128 : Second Modification to HR&A contract) 1 FIRST MODIFICATION OF AGREEMENT NO. 108300 (CCS)
This First Modification of Agreement Number 108300 (CCS) (“First Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and HR&A Advisors, Inc (“HR&A”) is made with reference to the following:

RECITALS
A. On or about November 23, 2020, the City and HR&A entered into Agreement Number 108300 (CCS) for professional services to support drafting and approval of the pending Housing Element Update (“Original Agreement”).

B. The City and HR&A desire to modify the Original Agreement to extend the contract term, include additional services to be performed by HR&A, and increase the contract price to pay for those additional services.

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

1. 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. Section 2 of the Original Agreement entitled “HR&A Services” shall be modified by adding the following paragraph:

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

3. Section 4 of the Original Agreement entitled “Compensation” shall be modified by adding the following paragraph:

Compensation. The City will compensate HR&A for the Additional Services in an amount not to exceed $39,900.00, as set forth in Exhibit A-1. The total contract price for services pursuant to the Original Agreement and this First Modification shall not exceed $258,900.00.

4. Exhibit A-1 is attached hereto and incorporated herein by this reference.

DocuSign Envelope ID: C2B2F9C2-38F8-400B-ABC8-B4117AA919C5 8/10/2021

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Packet Pg. 1202 Attachment: 00 EXECUTED_PSA_&_Scope-_First_Mod_HR&A_108300 (5128 : Second Modification to HR&A contract) 2 5. 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
HR&A Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: C2B2F9C2-38F8-400B-ABC8-B4117AA919C5 Interim City Attorney
George S. Cardona
8/10/2021
HR&A Advisors, Inc.

Paul J. Silvern, Vice President
8/10/2021
Paul J. Silvern
8/10/2021
John Jalili
Interim City Manager
9/7/2021
City Clerk
Denise Anderson-Warren

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Packet Pg. 1203 Attachment: 00 EXECUTED_PSA_&_Scope-_First_Mod_HR&A_108300 (5128 : Second Modification to HR&A contract) 3 Exhibit A-1
Scope of Services and Budget
DocuSign Envelope ID: C2B2F9C2-38F8-400B-ABC8-B4117AA919C5

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Packet Pg. 1204 Attachment: 00 EXECUTED_PSA_&_Scope-_First_Mod_HR&A_108300 (5128 : Second Modification to HR&A contract) New York | Dallas | Los Angeles | Raleigh | Washington DC June 7, 2021
via email to: [email protected]
Jing Yeo
Planning Manager
Community Development Dept. City Hall, Room 212
1685 Main Street
Santa Monica, CA 90404
Re: Additional Services for Housing Element Update Support Dear Jing:

Per your request, HR&A Advisors, Inc. (HR&A) is pleased to provide a scope and budget for additional services under Professional Services Agreement #108300 (CCS) entered into as of November 23rd, 2020, by and between the City of Santa Monica (City) and HR&A, to support drafting and approval of the pending Housing Element Update. The additional services include feasibility testing to determine whether increased development standards and/or new affordable housing requirements (i.e., in terms of percentages, unit mix and affordability levels) can accelerate development of mixed-income housing in R-1 neighborhoods. HR&A has already engaged John Kaliski Architects (JKA), Danielian Associates, and MGAC as subconsultants using our contingency as originally budgeted. We are requesting budget authorization to provide this additional support, along with preparation for and participation in additional public meetings.

The following sections of this letter present HR&A’s proposed additional services and updated budget to support the City’s Housing Element update.

PROPOSED ADDITIONAL SERVICES
Task 13: R-1 Diagrams (Reimbursement to JKA and Danielian Associates - $9,900) HR&A will engage John Kaliski Architects and Danielian Architects to develop alternative diagrams illustrating massing prototypes on typical City of Santa Monica R1 parcels of 7,500 Sq. Ft. in size and illustrating the immediate neighborhood context. The development programs for each of the alternatives will be based on program and zoning constraint information developed collaboratively between City staff and HR&A.

Deliverables: R-1 diagrams and zoning analysis based on eight development scenarios Task 14: Additional Public Meeting Support
This task is an allowance for HR&A to prepare for and participate in public meetings to present and discuss the results of HR&A analysis for the Housing Element Update. For budgeting purposes, the schedule and budget assume two meetings with the Housing Commission, two with the Planning Commission and one with the City Council, including time to prepare materials for the meetings, contribute to relevant sections of staff reports and PowerPoint presentations, and participate in the meetings. The schedule for these meetings will be determined in consultation with City staff.

Deliverables: HR&A presentation briefing materials and, as needed, written comments on companion City staff presentation.

DocuSign Envelope ID: C2B2F9C2-38F8-400B-ABC8-B4117AA919C5

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Packet Pg. 1205 Attachment: 00 EXECUTED_PSA_&_Scope-_First_Mod_HR&A_108300 (5128 : Second Modification to HR&A contract) HR&A Advisors, Inc. Proposal re: Santa Monica AHPP Update and Housing Element Support | 2

PROPOSED REVISED BUDGET
HR&A will complete the additional services with a revised contract total amount of $258,900 allocated by task approximately as follows:

TASKS BUDGET
TASK 1: KICK-OFF MEETING 4,000
TASK 2: SPECIFY 24 PROTOTYPES 26,000
TASK 3: UPDATE MARKET ASSUMPTIONS 24,000
TASK 4: BASE CASE AND INITIAL ANALYSIS CASE FEASIBILITY MODELS 50,000 TASK 5: DOCUMENT 100% A.H OPPORTUNITIES AND CONSTRAINTS 5,000 TASK 6: PRELIMINARY RESULTS BRIEFING AND MEETING 8,000
TASK 7: ALLOWANCE FOR FURTHER FEASIBILITY TESTING 24,000 TASK 8: ALLOWANCE FOR REVISED RESULTS BRIEFING 8,000
TASK 9: DRAFT AND FINAL MEMORANDUM REPORT. 12,000
TASK 10: STAKEHOLDER BRIEFINGS 8,000
TASK 11: PRESENTATIONS TO COMMISSIONS & CITY COUNCIL 20,000 TASK 12: COVID-19 UPDATES 15,000
CONTINGENCY (SUBCONTRACTOR SERVICES) 15,000
TOTAL: $219,000
ADDITIONAL SERVICES:

TASK 13: R -1 DIAGRAMS 9,900
TASK 14: ADDITIONAL PUBLIC MEETING SUPPORT 30,000
REVISED TOTAL: $258,900
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We hope you find the foregoing proposal responsive to the City’s needs. Once finalized, we assume City staff will amend our existing contract with the revised scope of work and compensation.

We can be available to discuss this proposal with you and your colleagues as needed to clarify any issues or discuss any changes that may be required.

Sincerely,
PAUL J. SILVERN,
Vice President
DocuSign Envelope ID: C2B2F9C2-38F8-400B-ABC8-B4117AA919C5

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Packet Pg. 1206 Attachment: 00 EXECUTED_PSA_&_Scope-_First_Mod_HR&A_108300 (5128 : Second Modification to HR&A contract) Please attach additional pages if more space is required.

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.

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CITY OF SANTA MONICA

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

Public benefits include:

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

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

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

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

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

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

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

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

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

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

Prepared by: ____________________________Title: __________________________ Signature: ______________________________________ Date: ________________ Email: ____________________________________ Phone: ____________________

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(NOT APPROVED)

CITY OF SANTA MONICA

CITY COUNCIL MINUTES
MAY 10, 2022
A regular meeting of the Santa Monica City Council was called to order by Mayor Himmelrich at 5:32 p.m., on Tuesday, May 10, 2022, via teleconference pursuant to Assembly Bill No. 361 signed by, Governor Gavin Newsome at City Council Chambers, 1685 Main Street, Santa Monica, CA.

Roll Call: Present: Mayor Sue Himmelrich (attended via phone) Mayor Pro Tem Kristin McCowan
Councilmember Phil Brock
Councilmember Gleam Davis
Councilmember Lana Negrete
Councilmember Oscar de la Torre

Absent: Councilmember Christine Parra
Also Present: City Manager David White
Interim City Attorney Joseph Lawrence
City Clerk Denise Anderson-Warren
CONVENE/PLEDGE On order of the Mayor Pro Tem, the City Council convened at 5:32 p.m., with all members present, with Mayor Himmelrich, and Councilmember Parra absent. Councilmember Negrete led the assemblage in the Pledge of Allegiance.

CLOSED SESSIONS There was no one present for public comment on closed sessions.

On order of the Mayor Pro Tem, the City Council recessed at 5:36 p.m., to consider closed sessions and returned at 8:00 p.m., with all members present, except Councilmember Parra, to report the following:

1.A. Conference with Labor Negotiator: Government Code Section 54957.6 -- Agency Designated Representatives: City Manager David White and Chief People Officer Lori Gentles; Bargaining Units: ATAAdministrative Team Associates; IBT-California Teamsters Local 911; FEMA-Santa Monica Fire Executive Management Association; FIRESanta Monica Firefighters Local 1109 IAFF; MEA-Municipal Employees Association; AFSCME Local 4819, Management Team Association; PALSSU-Public Attorneys’ Legal Support Staff Union; PAU- Public Attorneys Union; POA-Santa Monica Police Officer Association; SMART TD-The International Association of Sheet Metal, Air, Rail, and Transportation Division, Local 1785; STA3.N Packet Pg. 1229 Minutes Acceptance: Minutes of May 10, 2022 5:30 PM (CONSENT CALENDAR) 2 May 10, 2022
Supervisory Team Associates; Coalition of Santa Monica City Employees.

The Interim City Attorney advised this matter was heard with no reportable action taken.

1.B. Public Employee Appointment:

Title – City Attorney
The Interim City Attorney advised this matter was heard with no reportable action taken.

AGENDA

MANAGEMENT
The Mayor Pro Tem announced that Items 6.A and 6.B. were being postponed at the request of the applicants/appellants.

The Mayor Pro Tem requested Agenda Management to have Item 8.A. heard immediately after the Consent Calendar.

Motion by Councilmember Davis, seconded by Councilmember Negrete to hear Item 8.A. before the Consent Calendar. The motion was approved by the following vote:

AYES: Councilmembers Davis, Negrete, Brock, de la Torre, Mayor Pro Tem McCowan, Mayor Himmelrich
NOES: None
ABSENT: Councilmember Parra

SPECIAL AGENDA
ITEMS:

2.A. Proclamation: May 2022 as Asian American and Pacific Islander (AAPI) Heritage Month, was presented.

2.B. Proclamation: Public Works Week (May 15-21), was presented.

2.C. Proclamation: National Foster Care Month, was presented.

2.D. City Manager Report, was presented.

Member of the public John Alle (time donated by Kim B) spoke on the City Manager’s report.

REPORT ON COUNCIL
TRAVEL
Councilmember Brock reported that he traveled to Palm Desert for the Southern California Association of Governments Regional Conference and General Assembly May 5 – 6 to attend conferences on Homelessness, to discuss ways to provide housing for those in need, community free, accessible internet, and networked with Mayors from other local cities.

CHARTER SECTION 615 City Clerk Denise Anderson-Warren announced in accordance with Charter section 615, the adoption of all ordinances and resolutions shall be by

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reading of title only unless a Councilmember present dissents.

CONSENT CALENDAR: All items were considered and approved in one motion unless removed by a Councilmember for discussion.

Member of the public Denise Barton commented on various Consent Calendar items.

Motion by Councilmember Negrete, seconded by Councilmember Davis, to approve the Consent Calendar, reading resolutions by title only and waiving further reading thereof. The motion was approved by the following vote:

AYES: Councilmembers Davis, Negrete, Brock, de la Torre Mayor Pro Tem McCowan, Mayor Himmelrich
NOES: None
ABSENT: Councilmember Parra

WARRANTY SUPPORT

SERVICES

3.A. Approval of 13th Modification to Contract with Vontas (formerly Trapeze) for Computer Automated Dispatch/Automatic Vehicle Locator (CAD-AVL) Warranty Support Services, was approved.

Recommended Action
Staff recommends that City Council authorize the City Manager to negotiate and execute a 13th modification to agreement #8153 in the amount of $720,953 with Vontas, a subsidiary of Trapeze, Inc., to extend the warranty maintenance of the TransitMaster computer-aided dispatch/automated vehicle location (CAD/AVL) system for two additional option years to allow time to implement a new CAD/AVL system procured through a competitive process while ensuring the current system is supported. This would extend maintenance of the TransitMaster system through June 30, 2025, and result in a new total contract amount not to exceed $6,802,431 with future year funding contingent on Council budget approval.

HOMELAND SECURITY

GRANT FUNDS

3.B. Authorization to accept the 2021 Urban Area Security Initiative (UASI) Grant Funds for Homeland Security Projects and enter into Subrecipient Agreement No. 11262 (CCS) with the City of Los Angeles, was approved.

Recommended Action
Staff recommends that the City Council:

1. Authorize the City Manager to accept a grant awarded in the amount of $1,869,845 from the 2021 Urban Area Security Initiative (UASI) for homeland security projects in the Fire and Information Services Departments, and for authority to accept all associated grant

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renewals.

2. Authorize the City Manager to execute all necessary documents to accept the grant, grant modifications, and all associated grant renewals.

3. Authorize budget changes as outlined in the Financial Impacts & Budget Actions section of this report.

TELEPHONY SERVICES 3.C. Approval of First Modification to Agreement with Windstream Communications for Telephony Services, was approved.

Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and execute a first modification to agreement #10460 in the amount of $247,500 (including 10% contingency) with Windstream Communications for telephony services for the City of Santa Monica. This will result in an amended agreement with a new total amount not to exceed $584,500, for a new 8-year agreement, with two additional 1-year renewal options for a total 10-year agreement not to exceed $584,500. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250 (c) and is for a total amount not to exceed $584,500 with future year funding contingent on Council budget approval.

INSURANCE

BROKERAGE SERVICES

3.D. Approval of First Modification to Agreement with Alliant Insurance Services, Inc. for Property Insurance Brokerage Services, was approved.

Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and execute a first modification to agreement #10433 in the amount of $267,000 with Alliant Insurance Service, Inc. for property insurance brokerage services. This will result in an eight-year amended agreement with a new total amount not to exceed $692,000, with future year funding contingent on Council budget approval.

AFFORDABLE HOUSING 3.E. Approval of Barnard Park Villas Rehabilitation and Extension of Affordability, was approved.

Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and execute Disposition and Development Agreement No. 11263 (CCS) (DDA) and implementing documents based on the attached Term Sheet (Attachment A) with regard to the Barnard Park Villas senior affordable housing development.

AFFORDABLE HOUSING 3.F. Adoption of Resolution No. 11416 (CCS) entitled “A

RESOLUTION OF THE CITY COUNCIL FOR THE CITY OF SANTA

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MONICA AUTHORIZING THE SUBMISSION OF AN APPLICATION

FOR LOCAL HOUSING TRUST FUND PROGRAM MATCHING
GRANT FUNDING”, was adopted.

Recommended Action
Staff recommends that the City Council:

1. Adopt the attached resolution authorizing the application for grant funds in an amount not to exceed $5M from the California State Department of Housing and Community Development for the 2022 round of Local Housing Trust Fund Program Matching Grant Funding (Attachment A) in the Community Services Department.

2. Authorize the City Manager to execute all necessary documents to apply for the grant, accept the grant, if awarded, and accept all grant renewals, if awarded.

TELECONFERENCE

MEETINGS

3.G. Adoption of Resolution No. 11417 (CCS) entitled “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA
MONICA MAKING FINDINGS AS REQUIRED BY AB 361

TO PERMIT COUNCIL AND CITY BOARD, COMMISSION, AND

TASK FORCE MEETINGS TO CONTINUE TO BE CONDUCTED BY
TELECONFERENCE WHILE THE COVID-19 EMERGENCY
REMAINS IN PLACE”, was adopted.

Recommended Action
Staff recommends that Council adopt a resolution making the findings required by AB 361 to continue teleconference meetings of the City Council and City boards Commissions and Task Forces through June 9, 2022.

COUNCIL RULES 3.H. Adoption of Resolution No. 11418 (CCS) entitled “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA

MONICA AMENDING THE RULES OF ORDER AND

PROCEDURE FOR THE CONDUCT OF CITY COUNCIL MEETINGS
AND REPEALING RESOLUTION NUMBER 11360 (CCS)”, was
adopted.

Recommended Action
Staff recommends that the City Council adopt the attached proposed resolution amending the City Council’s Rules of Order and Procedure.

MINUTES 3.I. Minutes of City Council - Special Meeting - April 26, 2022 4:30 PM, were approved.

MINUTES 3.J. Minutes of City Council - Regular Meeting - April 26, 2022 5:30 PM, were approved.

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STAFF

ADMINISTRATIVE
ITEMS:

CITY ATTORNEY

APPOINTMENT

8.A. Appointment of City Attorney and Authorization to Execute Agreement No. 11264 (CCS), was presented.

Recommended Action
Staff recommends that Council:

1. Appoint Douglas Sloan as City Attorney commencing on June 6, 2022; and

2. Authorize the Mayor to execute employment Agreement No. 11264 (CCS) with Mr. Sloan for his service as City Attorney.

Member of the public Jerry Rubin, spoke on the recommended action.

Motion by Councilmember Davis, seconded by Councilmember Negrete, to appoint Douglas Sloan as City Attorney commencing on June 6, 2022; and authorize the Mayor to execute an employment agreement with Mr. Sloan for his service as City Attorney. The motion was approved by the following vote:

AYES: Councilmembers de la Torre, Brock, Negrete, Davis, Mayor Pro Tem McCowan, Mayor Himmelrich
NOES: None
ABSENT: Councilmember Parra
ADMIN. PROCEEDINGS:
438 SAN VICENTE BLVD.

6.A. Appeal of Planning Commission Approval of Conditional Use Permit and Minor Modification for Expansion of Carlthorp School, 438 San Vicente Blvd, was continued at the request of the applicant/appellant.

Recommended Action
Staff recommends the City Council:

1. Deny Appeal 20ENT-0275 and approve Conditional Use Permit 19ENT-0250 and Minor Modification 20ENT-0066 for a 7,280 square foot expansion to the Carlthorp School, rooftop playcourt, and 0.29% increase to the allowable ground floor parcel coverage, based upon the findings and analysis outlined in this report.

2. Adopt the CEQA Findings in this Staff Report under “Compliance with California Environmental Quality Act.”
305 SAN VICENTE 6.B. Appeal of Landmarks Commission Decision to Deny Application to Designate 305 San Vicente as a City Landmark, was continued at the request of the applicant/appellant.

Recommended Action
Staff recommends that the City Council:

1. Deny Appeal 20ENT-0247, appeal of the Landmarks Commission’s decision to deny the designation of the property at 305 San Vicente

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Boulevard as a City Landmark; and

2. Deny Designation Application (20ENT-0119) to designate the property located at 305 San Vicente Boulevard as a City Landmark based on the revised findings contained in this report.

ORDINANCES:

ZONING
Mayor Himmelrich excused
at 8:48 p.m.

7.A. Second Reading and Adoption of Ordinance No. 2703 (CCS) entitled “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA TO AMEND THE TEXT OF THE CITY’S ZONING

ORDINANCE TO ESTABLISH A CONDITIONAL USE PERMIT

REQUIREMENT TO ALLOW A LAWFUL NONCONFORMING
HOTEL RESTAURANT LOCATED WITHIN THE R2 OR R3 ZONING

DISTRICT THAT MEETS MINIMUM REQUIREMENTS TO PROVIDE
MEAL AND ALCOHOL SERVICE TO THE GENERAL PUBLIC”, was
presented.

Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

Motion by Councilmember Negrete, seconded by Councilmember Davis, to adopt the ordinance, reading by title only and waiving further reading thereof. The motion was approved by the following vote:

AYES: Councilmembers de la Torre, Brock, Negrete, Davis, Mayor Pro Tem McCowan
NOES: None
ABSENT: Councilmember Parra, Mayor Himmelrich
ECONOMIC RECOVERY 7.B. Introduction and First Reading of Ordinance Extending Santa Monica Municipal Code Chapter 6.40, Santa Monica Outdoors Pilot Program; Introduction and Adoption of Emergency Interim Zoning Ordinance No. 2704 (CCS) entitled “AN EMERGENCY INTERIM

ZONING ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

SANTA MONICA AMENDING AND EXTENDING INTERIM ZONING

REGULATIONS ESTABLISHED BY EMERGENCY INTERIM
ZONING ORDINANCE NUMBER 2674 (CCS) AND EXTENDED BY
EMERGENCY INTERIM ZONING ORDINANCE 2678 (CCS)
AUTHORIZING TEMPORARY USE OF PRIVATE OUTDOOR SPACE;

TEMPORARY PERMITTED USES FOR EMERGENCY SHELTERS,

PUBLIC SAFETY FACILITIES, AND DRIVE-THROUGH FACILITIES
FOR COVID-19 TESTING AND VACCINATION PURPOSES; AND

FLEXIBILITY IN ISSUANCE OF TEMPORARY USE PERMITS AND
ALCOHOLIC BEVERAGE SALES”; and Adoption of Resolution No. 11419 (CCS) entitled “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF SANTA MONICA EXTENDING THE WAIVER OF

CERTAIN FEES ON A TEMPORARY BASIS TO FURTHER
STIMULATE ECONOMIC RECOVERY,” was presented.

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Recommended Action
Staff recommends that the City Council:

1. Introduce for first reading an ordinance to amend Santa Monica Municipal Code Chapter 6.40 Santa Monica Outdoors Pilot Program by extending the term of the pilot program through September 30, 2022.

2. Adopt a resolution to authorize the extension of fee waivers or, if applicable, reductions, through September 30, 2022 for monthly outdoor dining license fees, monthly licensing fees for businesses with permits under Santa Monica Municipal Code Chapter 6.40, outdoor fitness fees in City Parks and the Beach, and certain temporary use permits.

3. Introduce and adopt an Emergency Interim Zoning Ordinance amending and extending interim zoning regulations established by Emergency Interim Zoning Ordinance Number 2674 (CCS) and extended by Emergency Interim Zoning Ordinance 2678
authorizing temporary use of private outdoor space for commercial activity and extending certain zoning changes necessary for continued emergency response and economic recovery.

Members of the public Jerry Rubin and Denise Barton spoke to the recommended action.

Question asked and answered of staff included, there was a survey going around, is that still going.

Discussion ensued on topics including, but not limited to, appreciation for the outdoor dining option, and hope that it continues.

Motion by Councilmember de la Torre, seconded by Councilmember Negrete, to introduce and hold first reading of the ordinance reading by title only and waiving further reading thereof. The motion was approved by the following vote:

AYES: Councilmembers Davis, Negrete, Brock, de la Torre, Mayor Pro Tem McCowan
NOES: None
ABSENT: Councilmember Parra, Mayor Himmelrich
Motion by Councilmember Brock, seconded by Councilmember Negrete, to adopt a resolution to authorize the extension of fee waivers or, if applicable, reductions, through September 30, 2022 for monthly outdoor dining license fees, monthly licensing fees for businesses with permits under Santa Monica Municipal Code Chapter 6.40, outdoor fitness fees in City Parks and the Beach, and certain temporary use permits. The motion was approved by the following vote:

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AYES: Councilmembers de la Torre, Brock, Negrete, Davis, Mayor Pro Tem McCowan
NOES: None
ABSENT: Councilmember Parra, Mayor Himmelrich
Motion by Councilmember Negrete, seconded by Councilmember Brock, to introduce and adopt an Emergency Interim Zoning Ordinance amending and extending interim zoning regulations established by Emergency Interim Zoning Ordinance Number 2674 (CCS) and extended by Emergency Interim Zoning Ordinance 2678 authorizing temporary use of private outdoor space for commercial activity and extending certain zoning changes necessary for continued emergency response and economic recovery. The motion was approved by the following vote:

AYES: Councilmembers Davis, Negrete, Brock, de la Torre, Mayor Pro Tem McCowan
NOES: None
ABSENT: Councilmember Parra, Mayor Himmelrich

COUNCILMEMBER
DISCUSSION ITEMS:

RECREATION AND

PARKS COMMISSION

13.A. Recommendation to accept Marcy Kaplan's resignation from the Recreation and Parks Commission and authorize the City Clerk to publish the vacancy, was presented.

Motion by Councilmember Brock, seconded by Councilmember Davis, to accept the resignation with regret. The motion was approved the following vote:

AYES: Councilmember Davis, Negrete, Brock, de la Torre, Mayor Pro Tem McCowan
NOES: None
ABSENT: Councilmember Parra, Mayor Himmelrich

NONMEDICINAL

CANNABIS

13.B. Request of Councilmembers Negrete, de la Torre, and Brock that the City Manager schedule a study session as soon as practicable regarding whether to allow for the sale of nonmedicinal cannabis in the City of Santa Monica, as the City currently allows for the sale of medicinal cannabis. The study session shall include suggested Municipal Code changes, as well as options for City Council direction on potential locations, permitting process, social equity provisions to make legal cannabis business ownership and employment
opportunities more accessible to low-income individuals and communities most impacted by the criminalization of cannabis, and any other regulatory restrictions as may be appropriate, including the maximum number of medicinal and nonmedicinal cannabis
establishments in the City that are recommended. Finally, the study session shall also include municipal code changes that are necessary to allow for Cannabis-themed special events in specified locations in the

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City, was presented.

Member of the public Jonathan Foster, spoke on the recommended action.

Considerable discussion ensued on topics including, but not limited to: a portion of the tax should go to substance abuse treatment; focus on the selection process to include small, local business owners; strong community services; and, look at other cities to see how to get local revenues.

Motion by Councilmember Brock, seconded by Councilmember Negrete, to approve the recommendation. The motion was approved by the following vote:

AYES: Councilmembers de la Torre, Brock, Negrete, Davis, Mayor Pro Tem McCowan,
NOES: None
ABSENT: Councilmember Parra, Mayor Himmelrich
HOUSING COMMISSION 13.C. Request of Mayor Himmelrich and Councilmembers Brock and Davis that City Council suspend the meetings of the Housing Commission until City Council considers its annual appointments in June 2022. Once the Housing Commission resumes meeting following the appointments, it shall immediately hold elections for Chair and Vice Chair, was presented.

Members of the public Olga Zurawska (time donated by Denise Barton), Theresa Marasco (time donated by Michael Louis), Michelle Gray (via John Alle), and David Morris, spoke on the recommended action.

Considerable discussion ensued on topics including, but not limited to: the commission can continue to meet monthly, but the entire commission needs to agree on the Chair and Vice Chair; the hostility and abuse to city staff needs to stop, they are only there to help; the commission needs to start being civil amongst its own membership, and if there are disputes, the commission will need to resolve them amongst themselves; maybe there needs to be some facilitation and mediation amongst members to help them define their work and help them move it forward; hold off on any sort of retreat or open dialogue until after the appointments in June, and there’s a full commission; because this is a Brown Act body, the commission will still need to meet all of the noticing requirements, even without designated staffing, and Councilmember de la Torre offered himself to assist with any mediation, if needed.

After considerable discussion, the Council decided to allow the commission to continue meeting monthly, with the Chair Pro Tem taking the lead establishing the agenda, and to not depend on staff to act as the mediator if

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conflict happens amongst the commissioners.

There was no action taken on this item.

THIRD STREET

PROMENADE

13.D. Request of Councilmember Brock that the City Manager return with a Study Session on an expedited basis with a report on the status of existing safety and security of the Third Street Promenade, parking garages, and surrounding areas in downtown Santa Monica including potential options to enhance the safety and security of residents, workforce, and visitors, was presented.

Members of the public Jerry Rubin, Denise Barton and Johnathan Foster, spoke on the recommended action.

Motion by Councilmember Brock, seconded by Councilmember de la Torre, to approve the recommendation, as soon as practicable, with an amendment to defer to the City Manager to bring back as a Study Session or a series of staff reports. The motion was approved by the following vote:

AYES: Councilmembers de la Torre, Brock, Negrete, Davis, Mayor Pro Tem McCowan
NOES: None
ABSENT: Councilmember Parra, Mayor Himmelrich
PUBLIC INPUT: Members of the public David Morris, Johnathan Foster and Theresa Marasco commented on various local issues.

ADJOURNMENT On order of the Mayor, the City Council meeting adjourned at 10:24 p.m. in memory of Iao Katagiri.

ATTEST: APPROVED:

Denise Anderson-Warren Kristin McCowan
City Clerk Mayor Pro Tem

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Packet Pg. 1239 Minutes Acceptance: Minutes of May 10, 2022 5:30 PM (CONSENT CALENDAR) 1 May 11, 2022
(NOT APPROVED)

CITY OF SANTA MONICA

CITY COUNCIL MINUTES
MAY 11, 2022
A special meeting of the Santa Monica City Council was called to order by Mayor Himmelrich at 6:08 p.m., on Wednesday, May 11, 2022, via teleconference pursuant to Assembly Bill No. 361 signed by, Governor Gavin Newsome at City Council Chambers, 1685 Main Street, Santa Monica, CA.

Roll Call: Present: Mayor Sue Himmelrich
Mayor Pro Tem Kristin McCowan
Councilmember Phil Brock
Councilmember Gleam Davis
Councilmember Lana Negrete
Councilmember Oscar de la Torre
Councilmember Christine Parra (attended via phone)
Also Present: City Manager David White
Interim City Attorney Joseph Lawrence
City Clerk Denise Anderson-Warren
CONVENE/PLEDGE On order of the Mayor, the City Council convened at 6:08 p.m., with all members present, and Councilmember Parra via teleconference.

Councilmember Davis led the assemblage in the Pledge of Allegiance.

AGENDA

MANAGEMENT
On order of the Mayor, Council heard Item 8.A. before 2.A. because the commendation recipient was not present.

STAFF

ADMINISTRATIVE
ITEMS:

HOMELESSNESS CRISIS

8.A. Update on Local Efforts Addressing the Regional Homelessness Crisis, was presented.

Recommended Action
Staff recommends that the City Council:

1. Review and comment on the Annual Interdepartmental
Homelessness Report, including the 2022-2023 Homelessness Workplan;

2. Endorse three key investments for FY2022-23 budget consideration:
expanding the Santa Monica Police Department (SMPD) Homeless Liaison Program (HLP) Team); creating an additional
multidisciplinary street team to provide coverage outside of the Downtown Santa Monica and beach areas; and redesigning the SAMOSHEL program scope to facilitate after-hours intakes for City referrals;

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3. Direct staff to return with an action item to revise the Below Market Housing (BMH) waitlist priorities to prioritize households with Emergency Housing Vouchers;

4. Authorize the City Manager to negotiate and execute Agreement No. 11265 (CCS) with Legal Aid Foundation of Los Angeles (LAFLA) for legal and support services to Santa Monica renters at risk of eviction. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250 (b) and is for a total amount not to exceed $200,000 with future-year funding contingent on Council budget approval.

Members of the public Jerry Rubin, Denise Barton, Zach Coil, Genevieve Riutort, Catie Czapanskiy, Barry Snell, James Fleming, Tanya Pemberton, Johnathan Foster, Brian Stedge, Arthur Jeon (time donated by John Alle) and, Ericka Lesley spoke to the recommended action.

Questions asked and answered of staff included: is having Santa Monica Shelter (SAMOSHEL) at the corner of 5th and Olympic the best place to have it located, especially being so close to the downtown business district; has there been any thought about moving that shelter to another location; if resources are approved, how many people are expected to stay in SAMOSHEL; how long would a person stay at SAMOSHEL before they transition to a permanent facility; would this 24/7 only be for Santa Monica residents and not for those from other jurisdictions; what is the vision for a timeframe for the healthcare program; how will the $10 million from St.

John’s play into the regional concept plan; how is our approach incentivizing other cities to do their part; what if there was a national registry for homeless, that the city could bill back the originating city, and is there anything currently like that; would it be possible to create a registry of those who are dangerous or criminals that end up in Santa Monica and may end up committing crimes against residents; what are the strategies to engage families with those who are homeless in order to get more support; do we prioritize residence or former residents, or families with a single parent for these types of services; on a regional basis, are most people in L.A. County originally from the county; how do we reduce some institutional barriers to get people to move into interim to permanent housing; is it true that 85% of people who get into permanent housing, remain in long-term permanent housing; is there a further breakdown of the felony versus misdemeanor arrest of homelessness; is there some plan of how often a report should be made to the community, and how do we evaluate the workplan on homelessness; how are we reaching out to evaluate what we can do better to help those in need; how often is there outreach for all areas of the city outside of the downtown and beach area who need services; are we starting to consider public-private partnerships to help fund these street teams; what are the hours the People Concern function, and how often are they there; is there a Team dedicated to the

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Councilmember Parra
excused at 10:14 p.m.

Promenade area; how often is there turnover in the downtown area; and how many contacts to accept help; how much would it cost to have a 24/7 team in the downtown area; what is the cost to have one of those portable restroom trailers available around town; in the parks, are there any new solutions to help residents close to the parks feel safe; are both the Access Center and SAMOSHEL both scheduled to be more permanent; would having some tiny homes in parking lots in Santa Monica, would that help alleviate some of the homelessness in Santa Monica; are all the agencies we work with on the Workplan list; how is homelessness eligibility determined and what is the criteria; are we giving out more vouchers than other jurisdictions; is it possible to incentive property owners to accept affordable housing vouchers; how much are we reaching out to other partners in the city to talk about long-term beds to address mental health challenges; what are the resources used to help those who achieve permanent housing to help them remain there; where is the property crime most concentrated in the city; is it fair to say that most of the property crimes are happening in apartments; at the state level, what are we doing to lobby to assist with diversion; what happens to a person once they are arrested for breaking in, stealing a bike, or other smaller crimes; how do we get help for those who are repeat offenders, before they cause harm to another person; how is our the housing requirement going impact our infrastructure and basic municipal needs (i.e. water, electricity, streets, transportation, etc.) if looking at housing the homeless; how can our Housing Element address the issues being discussed tonight; are the maps based on a census track; what is the average undercount in the homeless count over the years; what are the impacts of some encampments on the eastern, northern and southern borders of the city; why is the daytime hours considered the best time for the C3 team to be out instead of overnight; why is the 30 to 60 day time needed to come back to Council with the affordable housing voucher RFP; are a lot of these individual duplicated; was the location for SAMOSHEL selected because that was the largest concentration of homeless; who are considered Santa Monicans amongst the homeless; when we’re designing our programs, are they built on services; explain the demographics of the cases prosecuted by the criminal division; of those prosecuted, how many of those are Santa Monica residents; are the policies of the County keeping the criminal division from getting the sentencing or punishment requested for some of these misdemeanor crimes; are the misdemeanor crimes even doing any good; would it help if they brought back criminal cases to the Santa Monica Courthouse; what is the estimated time to update and complete the homelessness audit; is there a regional approach to providing housing in other areas where it would be more cost effective than building in Santa Monica; how much of the third party programs are happening in Santa Monica, and is there any tracking of those programs; is there a way that the third-party vendors could move their needle exchange to another location away from the public parks; does it make sense to strengthen security supervision in the parks where needle exchanges and our unhoused

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residents reside; and, would it be possible to assign a Public Safety Officer for when the needle exchange program is delivering at the public parks.

Considerable discussion ensued on topics including, but not limited to:
things need to be addressed that have a multitude of conflicts between Human Services and the Police Department that need to be worked out, or create other options; this is a regional problem, that we cannot do alone; reducing services is not going to resolve the homeless problem; the conversation is not about criminalizing homelessness; there is a huge drug problem on our streets which is coordinated to a lot of the homeless; there is a need for more services; as far as housing, there needs to be a discussion about the housed and unhoused, and creating relationships with other jurisdictions to come up with alternative solutions; this study session was useful to provide a look for things to consider once more funds become available; a large majority of our homeless come from outside the Santa Monica borders; advocate for a Care Court here in Santa Monica to help people with mental issues who really need help; take the steps to make our city as safe as possible for residents as well as the homeless; frustration because we aren’t able to do enough to resolve a problem that has no solution; need to talk about prevention, specifically drugs, work with the school districts; look at how difficult it is to keep families housed, including Rent Control; we need to be mindful about our approach, compassionate accountability; require behavior, and abide by the rules in public spaces; we are responsible to protect our public spaces; there are other people who need housing (teachers, veterans), and we need to strengthen our services and outreach to veterans; in the downtown, the same amount of effort needs to be made that were made on the Pier to enforce vendors, the same needs to be done to reduce the amount of homeless; we want to help homeless get off the street and back on their feet; we need to have program evaluation and accountability as part of the grants program, and homelessness programs; and, would like to see more input and outputs so residents can also see where the funding is going.

Motion by Councilmember Brock, seconded by Councilmember Negrete, to endorse three key investments for FY2022-23 budget consideration:
expanding the Santa Monica Police Department (SMPD) Homeless Liaison Program (HLP) Team); creating an additional multidisciplinary street team to provide coverage outside of the Downtown Santa Monica and beach areas; and redesigning the SAMOSHEL program scope to facilitate afterhours intakes for City referrals, with the amendment to look at a possible relocation of SAMOSHEL. The motion was approved by the following vote:

AYES: Councilmembers Davis, Negrete, Brock, de la Torre, Mayor Pro Tem McCowan, Mayor Himmelrich
NOES: None

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ABSENT: Councilmember Parra
Motion by Councilmember Davis, seconded by Councilmember Brock, to direct staff to revise the Below Market Housing (BMH) waitlist priorities to prioritize households with Emergency Housing Vouchers. The motion was approved by the following vote:

AYES: Councilmembers de la Torre, Brock, Negrete, Davis, Mayor Pro Tem McCowan, Mayor Himmelrich
NOES: None
ABSENT: Councilmember Parra
Motion by Mayor Pro Tem McCowan, seconded by Councilmember de la Torre, to authorize the City Manager to negotiate and execute an agreement with Legal Aid Foundation of Los Angeles (LAFLA) for legal and support services to Santa Monica renters at risk of eviction. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250 (b) and is for a total amount not to exceed $200,000 with future-year funding contingent on Council budget approval, Councilmember de la Torre proposed a friendly amendment to include this additional work to the annual report back to Council on how the funds are being expended. The amendment was considered friendly by the maker.

The motion was approved by the following vote:

AYES: Councilmembers Davis, Negrete, Brock, de la Torre, Mayor Pro Tem McCowan, Mayor Himmelrich
NOES: None
ABSENT: Councilmember Parra

SPECIAL AGENDA
ITEMS:

2.A. Commendation: Dr. Jon Sherin, was not present, and will be mailed.

ADJOURNMENT On order of the Mayor, the City Council meeting adjourned at 12:01a.m.

ATTEST: APPROVED:

Denise Anderson-Warren Sue Himmelrich
City Clerk Mayor

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Packet Pg. 1244 Minutes Acceptance: Minutes of May 11, 2022 6:00 PM (CONSENT CALENDAR) City Council
Report
City Council Meeting: June 14, 2022
Agenda Item: 6.A
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To: Mayor and City Council
From: David Martin, Director, Administration
Subject: Appeal of Landmarks Commission Decision to Designate 1665 Appian Way as a City Landmark
Recommended Action
Staff recommends that the City Council:

1. Approve Appeal 21ENT-0253, appeal of the Landmarks Commission’s decision to designate the property located at 1665 Appian Way as a City Landmark; and

2. Deny Designation Application 21ENT-0067 to designate the property located at 1665 Appian Way as a Landmark or Structure of Merit.

3. If the City Council disapproves the appeal and approves the designation application to designate the property as either a City Landmark or Structure of Merit, as described in Alternative Actions, adopt the alternative findings under “California Environmental Quality Act Compliance”.

Summary
On February 15, 2021, Shyle LP, the owner of the property located at 1665 Appian Way, filed an application for a demolition permit to demolish the multiple-unit residential structure located on the property. On March 18, 2021, in accordance with the procedures set forth in Emergency Interim Zoning Ordinance Number 2643 (CCS) ( “Interim Zoning Ordinance 2643”) Shawn Hugus submitted an application to designate the property at 1665 Appian Way as either a Landmark or a Structure of Merit (Application 21ENT-0067). The designation application included information to support designating the property as a Landmark based on Santa Monica Municipal Code (“SMMC”) Section 9.56.100(A)(1) and (4) (“Landmark Designation Criteria 1 and 4”), as exemplifying elements of the social and urban/design/architectural history of the City

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due to its location and rarity and as a rare example of a “double bungalow” building type valuable for study.

Staff contracted with Architectural Resource Group (ARG) to prepare an historic resource assessment report for the property. ARG’s report found that the property appears eligible for Santa Monica Landmark designation under SMMC 9.56.100(A)(1) as an example of Santa Monica’s economic history as associated with multi-family development and its relative rarity. ARG also found that the building may appear eligible for listing as a City of Santa Monica Structure of Merit under 9.56.080(B)(1) as a rare intact example of purpose-built multi-family housing. ARG did not find the property eligible under criterion 9.56.080(B)(4) for its craftmanship or typology. The property owner contracted with GPA Consultants (GPA) to provide an historic resource assessment. GPA’s assessment found the property did not meet any of the City of Santa Monica criteria for a Landmark or Structure of Merit. On September 13 and November 08, 2021, the Landmarks Commission conducted public hearings to discuss the property’s potential eligibility as a Landmark or Structure of Merit The Commission determined that the property met Landmark designation criteria 9.56.100(A)(1), determining that the property “exemplifies, symbolizes, or manifests elements of the cultural, social, economic, political or architectural history of the City” due to its early construction date and as a rare and early example of “purpose-built” multi-family residential development, and adopted the findings recommended by the City’s consultant, ARG. The Commission did not find that the property was eligible for designation under 9.56.100(A)(4) as recommended in the designation application.

Under Interim Zoning Ordinance 2643, if the Commission designates a property as a Landmark, it is then automatically determined that the building does not merit designation as a Structure of Merit. On November 16, 2021, Shyle LP filed a timely appeal (Appeal 21ENT-0253) of the Landmarks Commission’s decision. The appellant’s statement is attached and is further discussed in this report. Based on the evidence outlined in the ARG report, the GPA assessment, evidence received prior to and during the Commission’s public hearings on September 13, 2021 and November 08, 2021, and review of the appeal statement, staff does not believe this information materially

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changes the original findings presented to the Landmarks Commission. These original findings, a summary of the Landmarks Commission’s decision, and the appeal statement are presented for the Council’s consideration as part of this de novo hearing.

Staff recommends that the City Council: 1) approve the appeal; and 2) deny the application to designate the property as either a Landmark or Structure of Merit.

Discussion
Property Information and Architectural Description
1665-1671 Appian Way is located in an interstitial zone between the Downtown and Ocean Park neighborhoods of Santa Monica. Located just south of the Santa Monica Pier and about a block west of Santa Monica City Hall, this neighborhood is adjacent to the ocean and exhibits a moderate downward slope as it approaches the water.

Circulation consists of both vehicular streets and pedestrian thoroughfares, most of which are oriented northeast-southwest. Two streets - Ocean Avenue and Appian Way - travel northwest-southeast and transect the neighborhood lengthwise.

Figure 1: Location map/aerial

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The neighborhood contains an eclectic mix of property types dating to multiple periods between the early twentieth century and the present day. Key property types in the vicinity of the subject property include multi-family dwellings of various sizes and scales, and hotels that take advantage of the neighborhood’s adjacency to the ocean and nearby attractions. The neighborhood is anchored by the Santa Monica Pier on the north, and by the Casa del Mar - a historic hotel dating to 1926 - on the south.

Figure 2 VIEW FROM APPIAN WAY LOOKING NORTH TOWARDS PROPERY Additional description and photos of the property is included in the ARG assessment.

The subject property is located on the east side of Appian Way, between Arcadia Terrace (northwest, a pedestrian street) and Pacific Terrace (southeast, an auto street).

The parcel is rectangular, is wider than it is deep, and measures 4,430 square feet. The site is heavily graded. The lot lines abut Arcadia Terrace (northwest), Pacific Terrace (southeast), and Appian Way (southwest). The northeast lot line abuts an adjacent residential parcel that is presently under construction.

The parcel contains a 2,707-square-foot multi-family residential building, consisting of four units that was built in 1914. The building is one story in height, though it reads as slightly taller when viewed from the Appian Way façade due to the grade of the site. The building sits on a concrete foundation and is constructed of wood frame. It consists of two volumes, each of which is roughly rectangular in plan and contains two dwelling units. The volumes are attached on the Appian Way façade by a continuous cornice and parapet. The building is vernacular and lacks characteristics of a particular style.

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The building is situated at the center of the primary façade is a narrow pedestrian court.

Access to the court is restricted by a wood gate. Fenestration includes multi-light fixed wood windows and sliding aluminum windows, some of which have metal security bars.

The southeast façade, which faces Pacific Terrace, also has ample street frontage. This façade has an entrance to one of the building’s units, which consists of a single, unarticulated wood door. This entrance is approached by concrete steps with a metal rail, and a concrete stoop. All windows have wood surrounds; some also have metal security bars. The northwest façade faces Arcadia Terrace (a pedestrian street). The northeast façade is obscured from public view. A metal security gate obscures this façade from the public-right-of-way along Pacific Terrace.

Figure 3 Across from Appian Way looking east and from Appian Way looking northeast

Neighborhood Context: Seaside Terrace
1665-1671 Appian Way is located within the Seaside Terrace development tract.

Located immediately south of the Santa Monica Pier, Seaside Terrace was an early attempt on the part of developers to develop prime ocean frontage to capitalize on Santa Monica’s prevailing culture of recreation, leisure, and tourism.

Santa Monica is the third-oldest city in Los Angeles County, having been incorporated in 1886. By virtue of its picturesque location along the coast and its idyllic climate, Santa Monica, as well as the neighboring communities of Ocean Park and Venice, emerged as popular destinations among Southern Californians and tourists alike in the latter

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decades of the nineteenth century. Bathhouses, hotels, amusement piers, and various other tourist-oriented developments were erected along the coast in the latter decades of the nineteenth century, many of which were marketed as “Coney Island” style attractions - drawing an overt connection with the popular entertainment destination in New York.

One of the foremost local attractions of this era was the Arcadia Hotel. Built in 1887, and prominently sited astride a bluff between present-day Colorado Avenue and Pico Boulevard, the hotel epitomized luxury and elegance. It was housed within a large, imposing structure designed in the then-fashionable Queen Anne style. In addition to its well-appointed guest rooms, the hotel featured such amenities as “hot and cold running water, electric and gas lights, and indoor bathrooms,” as well as a switchback roller coaster. Beachgoers were known to congregate in droves along the shore adjacent to the hotel.

In 1909, the Santa Monica Municipal Pier, the largest concrete pier in the world, was constructed not far from the central business district to carry sewer pipes to the sea.

Looff’s Pleasure Pier was constructed directly beside it in 1916 and featured a roller coaster, swing ride, bowling alley, carousel, and other attractions. Together, the two piers comprise the present-day Santa Monica Pier.

However, the fortunes of the Arcadia Hotel waxed and waned and the eventually closed. In 1909, developer Carl F. Schader purchased the shuttered hotel as well as several acres of adjoining land, and set out to redevelop his acquisition into a “mixeduse residential and resort area that would make Santa Monica the ‘Atlantic City of the West.’” He razed the hotel in 1909 and subdivided its former grounds into two side-byside tracts: Seaside Terrace and Vicente Terrace, a decision that coincided with the construction of the Pier. Schader foresaw the area around the pier as eventually developing into a recreational hub sought to capitalize on this development. Seaside Terrace included 61 parcels; Vicente Terrace was slightly smaller, tallying in at 44 parcels. Both tracts were created according to a modified rectilinear grid that conformed to the contour of the adjacent coast and bluffs.

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Prominent examples of early development in Seaside Terrace included the Seaside Terrace Apartments (not extant) and the Selkirk Apartments (not extant). Both were built in 1911 along Ocean Front Walk as apartment hotels that catered to tourists and other itinerant tenants seeking alternatives to the conventional single-family house. So too was the Purser Hotel and Apartments (extant, designated as a Santa Monica Landmark), which was constructed in 1913 at Appian Way and Arcadia Terrace.

Smaller, more modest examples of development took place on the blocks east of Appian Way amid the subdivision’s formative period of growth in the 1910s. Sanborn maps from 1918 show that on these eastern blocks, early development was varied and consisted of single-family houses, apartments, and flats. These maps also show that a majority of lots within the tract remained undeveloped at that time.

Both the designation application and ARG historic assessment contain numerous historic photos of the neighborhood over time. The photos demonstrate the variety of building typologies in this area and suggest that no one building typology was prevalent.

Multi-Family Housing
The City of Santa Monica Historic Context Statement emphasizes that multi-family development within the city was rare in the late nineteenth century. At this time, large hotels like the aforementioned Arcadia often rented rooms to travelers and other itinerant types during the summer months, but these properties were principally commercial - not residential - in function. As noted in the City of Santa Monica Historic Context Statement adopted by the Landmarks Commission as part of the 2018 HRI update, “no apartment buildings are listed in the 1899 directory and only one, the Kensington Apartments on S. Ocean Avenue, is listed in the 1907 directory.” In the 1910s there was construction of more purpose-built, multi-family dwellings as Southern California witnessed an influx of new residents in addition to seasonal tourists in search of longer-term accommodations. This need was especially pronounced in Santa Monica, given its identity as a bastion of tourism and recreation. As noted in the

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Historic Context Statement, “six official apartment buildings are listed in Santa Monica [in 1909] and the number increased significantly during the teens.” 114 apartment buildings are identified in city directories from 1912.

A wide variety of multi-family building typologies were built beginning in the early 1910s.

Examples of multi-family housing in Santa Monica during this period tended to consist of small-scale duplexes, triplexes, and flats (also commonly referred to as fourplexes) that could easily pass as single-family residences and were favored because of their ability to seamlessly blend into the fabric of existing neighborhoods. Bungalow courts began appearing circa 1908, and thereafter evolved into other iterations of courtyard housing that became popular in subsequent decades. Large apartment houses and other, more quintessentially urban types of multi-family housing also became increasingly common. 1665-1671 Appian Way fits neatly into this context. Constructed in 1914, during the period that multi-family housing was starting to come of age, the property is reflective of the location, type, scale, and general configuration of the city’s multi-family housing stock.

The application also states that “the multi-family residence 1665-1671 Appian Way is eligible for designation as a Santa Monica Landmark under SMMC Section

9.56.100(A)(4) as a rare example of an architectural historical type) valuable for study:
the double bungalow, a type that was previously common in Santa Monica but has largely disappeared.” However, photos from that period demonstrate this building type was not prevalent in the beachfront area during the period of significance. The “doublebungalow” is not a recognized multi-family typology and did not have influence in Santa Monica or throughout the region.

Historic Resource Designation Application
The applicant for the designation application submitted information to support designating the property located at 1665 Appian Way as a City Landmark. The application asserts that the property meets SMMC Section 9.56.100(A)(1) as it exemplifies elements of the social and urban design/architectural history of the City.

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The application also states that as a result of development and redevelopment in this beachfront area over time, no other extant examples from this period of similar smallscale duplex housing at Santa Monica’s oceanfront near the pier have been identified.

The application also states that the multi-family residence 1665-1671 Appian Way is eligible for designation as a Santa Monica Landmark under SMMC Section

9.56.100(A)(4) as a rare example of an architectural historical type) valuable for study:
the double bungalow, a type that was previously common in Santa Monica but has largely disappeared.

City of Santa Monica Landmark and Historic District Ordinance Santa Monica Municipal Code (SMMC) 9.56
Adopted in 1976, the stated purpose of the City’s Landmark and Historic District Ordinance (the “Ordinance”) is:
[T]o promote the public health, safety and general welfare by establishing such procedures and providing such regulations as are deemed necessary to:

A. Protect improvements and areas which represent elements of the City’s cultural, social, economic, political and architectural history.

B. Safeguard the City’s historic, aesthetic and cultural heritage as embodied and reflected in such improvements and areas.

C. Foster civic pride in the beauty and noble accomplishments of the past.

D. Protect and enhance the City’s aesthetic and historic attractions to residents, tourists, visitors and others, thereby serving as a stimulus and support to business and industry.

E. Promote the use of Landmarks, Structures of Merit and Historic Districts for the education, pleasure and welfare of the people of this City.

The Ordinance further establishes procedures and standards intended to achieve these purposes. Among these procedures, the SMMC grants the Landmarks Commission the power to designate Landmarks and Structures of Merit. The Commission has the option to designate an improvement as a Landmark or Structure of Merit to allow the City to

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protect and enhance improvements that are found to meet certain criteria to support either designation. Currently, there are 134 designated City Landmarks, 13 designated Structures of Merit, and 5 Historic Districts within the City.

To guide the exercise of discretion by the Landmarks Commission in designating Landmarks and the Council in approving or disapproving the actions of the Landmarks Commission, the Ordinance, SMMC 9.56.100(A), sets forth six Landmark Designation Criteria:
[T]he Landmarks Commission may approve the landmark designation of a structure, improvement, natural feature, or an object if it finds that it meets one or more of the following criteria:

1. It exemplifies, symbolizes, or manifests elements of the cultural, social, economic, political or architectural history of the City.

2. It has aesthetic or artistic interest or value, or other noteworthy interest or value.

3. It is identified with historic personages or with important events in local, state or national history.

4. It embodies distinguishing architectural characteristics valuable to a study of a period, style, method of construction, or the use of indigenous materials or craftsmanship, or is a unique or rare example of an architectural design, detail or historical type valuable to such a study.

5. It is a significant or a representative example of the work or product of a notable builder, designer or architect.

6. It has a unique location, a singular physical characteristic, or is an established and familiar visual feature of a neighborhood, community or the City.

A Structure of Merit is an improvement that has been designated as and determined to be appropriate for official recognition by the Landmarks Commission. A Structure of Merit contributes to Santa Monica’s cultural identity but is not sufficiently distinguished to merit designation as a City Landmark. A key difference between Landmark and Structure of Merit designations is the level of historic significance based on their

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respective designation criterion, as the Landmark criterion are more elevated in comparison. Also, upon an owner’s request to demolish a designated Structure of Merit, the City may negotiate with the property owner in an effort to agree to a means of historically preserving the designated property. However, if no such agreement can be reached within this 180-day period which can be extended by the Landmarks Commission for an additional 180 days, the Structure of Merit could be demolished.

Further, a Structure of Merit designation can also be used for a potential contributor to a potential Historic District. However, the intent of using a potential district as the basis of a Structure of Merit designation kick starts a 90-day period where a historic district application must be filed. If such application is not received, then the Structure of Merit designation is automatically nullified. In this manner, the Structure of Merit designation does not provide certainty in the protections of a property that a Landmark designation provides.

The Landmarks Ordinance, SMMC 9.56.080, sets forth the following Structure of Merit Criteria:

A. The property has been identified in the City’s Historic Resources Inventory.

B. The subject building is a minimum of 50 years of age and meets one of the following criteria:
1) It is a unique or rare example of an architectural design, detail or historical type.
2) It is representative of a style in the City that is no longer prevalent. 3) The structure contributes to a potential Historic District.

In accordance with the Landmarks Ordinance, the City Council reviews the Commission’s designation of a Landmark, as well as any related decisions de novo.

The Council may review and take action on all determinations, interpretations, decisions, judgments or similar actions taken that were in the purview of the Commission, and the Council may approve, in whole or in part, or disapprove the prior determinations and decisions of the Commission.

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Analysis
Staff has analyzed the application materials, the ARG consultant assessment commissioned by the City, the GPA consultant assessment commissioned by the property owner, the information provided at the Landmarks Commission meeting hearings conducted on September 13 and November 08, 2021, including input written and oral from the public and the Commission discussion. Staff respectfully disagrees with the conclusions of the Commission and ARG that the property is eligible for designation. There does not appear to be anything particularly rare or influential about this “double bungalow” or duplex in the development of the typology or architecture in the city. Further, the beachfront area developed with a variety of uses and building typologies and as such the vernacular duplex that this property represents was never prevalent in this specific location. However, there remain numerous vernacular multifamily properties in the surrounding neighborhoods and throughout the city, and as such the subject property is not a rare or representative example.

At the September 13, 2021 Landmarks Commission meeting, a member of the public provided information regarding the documented racist actions of the property owner.

The item was continued and this was a topic of discussion at the November 08, 2021 Landmarks Commission meeting. While the Statement of Official Action (STOA) does not include a mention of this, the discussion includes some information on this matter to ensure a full, yet concise, analysis of all the issues raised by the applicant, appellant, Commission and members of the public.

Racism of the Property Owner
At the September 13, 2021 Landmarks Commission meeting, a member of the public included information in written correspondence and oral testimony regarding the racist practices of John Stotler, the property owner who had the building constructed, requesting the Commission consider this information as part of their discussion. The hearing on the item was continued to November 08, 2021 and the Commission directed staff to provide additional information regarding this matter.

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The consultant found, and staff agrees, that the property was not associated with the racist activities of John Stotler for purposes of designation under the Landmarks Ordinance. Mr. Stotler was a founding member of the Santa Monica Bay Protective League, which appears to have been founded upon a focused mission to deny property to African Americans in Santa Monica and actively advocated against access to Santa Monica Bay by black people. Mr. Stotler’s racist position and actions as a white property owner do not make him noteworthy or unique.

While the City of Santa Monica must recognize and find a way to come to terms with the racist practices that were prevalent, this particular building is not specifically or directly associated with the racist activities of John Stotler. Although Stotler constructed and resided in the subject building, the property itself does not appear to have played a significant role in this facet of local history other than the location of Stotler’s residence, and therefore there is insufficient evidence linking this history to the property. As such, it does not meet the criteria for association as it is not clearly nor directly associated with that shameful history. Additionally, had evidence suggested Mr. Stotler’s racist practices were specifically connected to this property, staff would recommend that any designation specifically not recognize Mr. Stotler, so as not to honor the City’s history or racist practices or Mr. Stotler’s place within that history.

Figure 4 Views of Subject Property from Appian Way
“Double Bungalow” Property Type
ARG researched this property type to see if it is, in fact, a recognized property type that has been influential or been prevalent in the city. ARG found that the “doublebungalow” is not a recognized property type and the property is similar to other multi6.A Packet Pg. 1257
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family housing types. The property does not appear to have a special or unique configuration that would warrant special consideration under Landmark Criterion 4.

Staff agrees with this analysis.

Rarity of Subject Property
ARG performed additional research regarding rarity of the property type. The additional research confirmed ARG’s conclusion that the property appears to be an early, rare example of purpose-built multi-family housing of the era, and as such finds that the property appears eligible for designation under criterion SMMC 9.56.100(a)(1) as a Santa Monica Landmark as an example of Santa Monica’s economic history as associated with multi-family development and its relative rarity. ARG also found that the building may appear eligible for listing as a City of Santa Monica Structure of Merit under 9.56.080(B)(1) as a rare intact example of a purpose-built multi-family housing.

Staff respectfully disagrees with this conclusion. As there continue to be several extant multi-family properties of this era remaining on the HRI, staff believes that the area studied for its rarity may be too narrowly focused within the vicinity of the subject property and may therefore establish a false sense of rarity. Other properties in nearby neighborhoods appear to be more exemplary of multi-family development in this era. In particular, the properties in the Fourth Street Corner District and the Bay Street Cluster contain multi-family properties built within a similar time frame. As noted in the consultant’s report, the property is not the best example of the property type and staff believes there are other properties and property types that better exemplify the early economic and development history of this area. Additionally, historic photos demonstrate that this property type was not particularly prevalent in the immediate vicinity during the early period of the 20th century.

In the early years of development of the City, there was great flexibility of use, particularly in residential structures. In particular, there were many properties in close proximity to the beach that may have originally been built as single-family structures and were quickly remodeled for use as multi-family. Some of these structures remain as multi-family structures and others have been remodeled again to single-family or other

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use. As such, staff is unsure whether identifying this property as “purpose-built” multifamily housing is a distinction that may unnecessarily reduce the pool of comparable properties. It doesn’t appear that this building typology was prevalent at any time in the immediate area of the subject property. Staff believes the property is neither a good example or a rare example of its type, and therefore does not warrant designation as a City Landmark or Structure of merit.

Landmarks Commission Action
On November 08, 2021, the Landmarks Commission held a public hearing, continued from September 13, 2021, on the property’s potential eligibility as a Landmark or Structure of Merit. The Commission was provided with the designation application materials, the ARG landmark assessment report commissioned by the City, including the supplemental report provided in response to their direct request related to John Stotler, staff’s analysis in the staff report, and the historic assessment property by, GPA on behalf of the property owner, to prepare an independent historic assessment and submitted that assessment as a part of the record for consideration by the Landmarks Commission. The GPA assessment concluded that the property does not satisfy the criterion findings as a City Landmark, or Structure of Merit. The GPA report and the appellant’s demolition permit application and appeal application materials are attached.

In consideration of all written and oral testimony, staff and historic preservation consultant reports, and materials introduced into the public record, the Commission voted 4-3 to designate building at 1665 Appian Way as a City Landmark and the property parcel on which the building is located as an associated Landmark Parcel. The Commission designated the Landmark and Landmark Parcel based on criterion #1 pursuant to SMMC Section 9.56.100(A).

The Commission’s findings included:
• Criterion #1: The subject property exemplifies elements of Santa Monica’s economic history, specifically those associated with patterns of early residential development. It was among the smattering of early multi-family dwellings that were built in newly-subdivided tracts adjacent to the Municipal Pier (which

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opened in 1909) and other recreation and leisure oriented amenities that were located adjacent to the shore. Modest, purpose-built multifamily housing options like the subject property were introduced to Santa Monica in the very early twentieth century, loosely defined as the period prior to 1920. These early examples of purpose-built multi-family housing were a testament to the profound influence that leisure, recreation, and tourism had on Santa Monica’s built environment at this time. Their relatively compact footprints and efficient use of space reflect the ways in which developers adapted and responded to a demand for shorter-term, affordable alternatives to the single-family house in order to better accommodate the itinerant lifestyles of tourists and others drawn to Santa Monica’s culture and climate. The subject property - and particularly its oceanfront setting and efficient use of space - is illustrative of how Santa Monica’s housing stock evolved in response to broad economic trends of the period. Built in 1914, the subject property has a relatively early construction date when compared against Santa Monica’s pool of extant multi-family residential buildings. It thus stands out as an early example of purpose-built multi-family residential development, which began to come of age in the 1910s but did not proliferate until the 1920s. Examples of multifamily development from the 1920s onward are manifold in Santa Monica; examples of multi-family housing predating 1920, by contrast, are far fewer. In addition, the subject property is notable on account of its rarity: specifically, it is one of but only a few examples of early (pre-1920) purpose-built multi-family residential development in Santa Monica that remains extant and retains sufficient integrity to convey its association with key patterns of residential development and economic history. It is certainly not the only remaining example of a pre-1920 multi-family dwelling - the locally designated Purser Apartments (1659 Ocean Front Walk, 1913) sits across the street and conveys many of the same characteristics - but the subject property is among an already meager population of pre-1920, purpose-built multi-family resources that has diminished even more over time, as similar properties have either been demolished to make way for new development or have been altered to the extent to which they no longer retain sufficient integrity for listing. Though it has experienced some alterations, the subject property retains integrity from its

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original construction date. Rarity is corroborated by data culled from the 2018 HRI. Including the subject property, only eleven examples of pre-1920 multifamily properties were identified in the HRI as eligible for listing. This figure is very meager when compared against the total number of eligible resources identified in the HRI (875) and the total number of parcels within the City of Santa Monica (approximately 23,000). Moreover, Sanborn maps from 1918 indicate that at that time, there were a sizable number of modest, purpose-built multifamily dwellings in the Seaside Terrace and Vicente Terrace tracts, particularly on the inland blocks east of Appian Way. Almost all of these early, purpose-built multi-family dwellings from the 1910s have since been extensively altered or demolished. Many succumbed to redevelopment that took place in these neighborhoods in the 1990s, which resulted in the demolition of many existing properties and the construction of expansive, multi-lot developments in their place.

Because the Landmarks Commission designated the structure as a City Landmark, in accordance with Interim Zoning Ordinance 2643, it was automatically determined that the property did not merit designation as a Structure of Merit. Therefore, no findings were necessary for the Structure of Merit criteria.

During its deliberations, the Commissioners had substantial disagreement on whether or not the property met the Landmark designation criteria, and whether or not there was sufficient integrity to warrant designation, resulting in a 4 to 3 vote in favor of designation. The Commission focused their discussion on the particular qualities and craftsmanship of the structure, its rarity, and the racism of the original property owner.

Although no formal vote was taken because none was necessary under IZO 2643, the Commission discussed and generally agreed that it did not appear that the property satisfied any of the criteria for a Structure of Merit.

The November 08, 2021 Landmarks Commission staff report, approved meeting minutes, and the approved Statement of Official Action are attached. The audio recording of the September 13, 2021 and November 08, 2021 meetings are posted on

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the City’s webpage: <https://www.smgov.net/Departments/PCD/BoardsCommissions/Landmarks-Commission/>.

Appeal
On November 16, 2021, the appellant/property owner filed a timely appeal of the Landmarks Commission’s decision. The appellant primarily amplifies the staff report, the pertinent information was previously discussed in this report.

Appeal Analysis

1. Appellant states that the staff report and the property owner’s historic preservation consultant report (GPA Consulting) finds that the property does not meet the City’s criteria for designation as a City Landmark or Structure of Merit.

The Appellant also cited that GPA also found that the recommendations do not follow the guidance published by the National Park Service.

City Staff and GPA consulting agreed that neither the findings for Landmark nor Structure of Merit designations could not be met. The staff report and GPA’s report noted that the building is an unremarkable vernacular structure, many of which are still extant in the city, and that the property type did not influence development patterns or represent a notable building type. As there are other similar buildings in the city and throughout the region and that there is nothing that distinguishes this property to be historic but rather it is simply old.

The GPA report also identifies the importance of attention to the National Register guidance. Historic preservation professionals and Commissions alike refer to National Register guidance to assist in analysis of significance pertaining to designation.

Regarding Santa Monica Criterion 1, “It exemplifies, symbolizes or manifests elements of the cultural, social economic and political or architectural history of the City”. The National Register guidance has a similar criterion, and states that the property must be not only associated with a historic trend, but that the property must have an important association with that trend. The property may have been built as part of the building of multi-family housing to serve full-time residents and visitors alike. However, it does not

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appear to be an important property type or of significant influence within that trend.

Other property types such as the courtyard property type was in fact very influential in the city during the 1920’s and 1930’s and thereafter. The “double-bungalow” is not a recognized type and the building is vernacular and commonplace in a way that does not appear to be significant within that trend. Staff is in agreement with the appellant that the property does not meet Santa Monica Criterion 1.

2. The appeal states that while the City’s consultant (ARG) found the property to be worthy of designation as an example of “purpose-built multi-family housing, but that the analysis does not support that conclusion. The appeal re-iterates the staff report which states that the geographic area and typology was significantly narrowed to create the appearance of rarity.

As the staff report to the Landmarks Commission states, there were about 112 multifamily residential properties built in the era from 1910 to 1920 and more than 10 percent of those properties remain extant. Therefore, the property is not a rare example of its type. There are a number of other vernacular multi-unit residential properties remaining, several recognized such as in the 4th Street Corner Historic District, Bay Street Cluster, and 11th Street Historic District.

Additionally, photos included in the ARG and GPA consultant reports reveal that there were not a substantial number of similar properties originally built within this neighborhood or tract. The property was always a simple, unremarkable, vernacular structure in an eclectic neighborhood filled with various types, sizes and styles of structures. Staff respectfully disagrees with the ARG report which suggests the property is a rare example of a diminishing type. However, this particular property was not one of similar properties built in this small area of the city that no longer exist, but one of an eclectic mix of property types. And so identifying it as a rare property type appears to be a mischaracterization.

Recommendation

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Eligibility as Landmark or Structure of Merit Designation and Proposed Findings The Interim Zoning Ordinance 2643, which governed the demolition permit review process for this property, requires the City Council, on appeal, to review the building’s eligibility as a Landmark or Structure of Merit. In order to be designated as a City Landmark, the Council is required to find that the property meets one or more of the six criteria discussed below.

Staff has analyzed the application materials, the ARG historic resource assessment procured by the City, and the GPA historic resource assessment commissioned by the property owner and has considered all the testimony and Landmarks Commission discussion and designation. Based on a thorough analysis of all this information, the City’s past practice, National Register Guidance and the Secretary of Interior’s Standards, staff respectfully disagrees with the Landmarks Commission conclusion and recommends the City Council approve the appeal and deny the designation. The property, while one of the only extant beachfront bungalow the so-called “doublebungalow” does not appear to be a significant aspect on the larger trend of residential development near the beach or in Santa Monica as a whole. Additionally, based on analysis of the history of the building fabric in the neighborhood over time, and the prevalence of multi-family vernacular architecture of this period remaining throughout the city, staff does not find the subject property to be a rare example of its type.

The following draft findings are provided to support this conclusion:

Evaluation for Landmark Designation
The Landmarks Ordinance requires the Commission, and the City Council on appeal, to review the building’s eligibility as a Landmark based on the six criteria discussed below. As this is an appeal, in order to be designated as a Landmark, the Council is required to find that the property meets one or more of the criteria:

SMMC 9.56.100(a)(1). It exemplifies, symbolizes, or manifests elements of the cultural, social, economic, political or architectural history of the City.

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The subject property is a simple, unremarkable example of a duplex typology, built in a period where a variety of multi-family building typologies were being built in the area closest to the beach as well as the adjacent Ocean Park neighborhood. As there were about 112 multi-family residential properties built in this era and more than 10 percent of those properties remain extant, the property does not warrant recognition. Additionally, other multi-family properties from this era in the immediate and surrounding neighborhoods (Bay Street Cluster, 4th Street Historic Corner District) have been recognized as exemplary of this typology. Therefore, the subject property does not appear to be eligible for listing as a Landmark under Criterion 1.

SMMC 9.56.100(a)(2). It has aesthetic or artistic interest or value, or other noteworthy interest or value.

The subject property is a vernacular building that lacks the distinctive characteristics of a particular architectural style. Its features are more a testament to function than they are to aesthetics. Because of its vernacular appearance, the building reads as a simple structure that was erected to provide affordable, functional housing options to Santa Monica’s working and middle-class residents - and was not intended to be a building of particular architectural or aesthetic merit in the spirit of this criterion.

For these reasons, 1665-1671 Appian Way does not appear to be eligible for listing as a Landmark under Criterion 2.

SMMC 9.56.100(a)(3). It is identified with historic personages or with important events in local, state or national history.

There is insufficient evidence indicating that any of the people associated with the subject property made significant contributions to history. Original owner John S.

Stotler - who also lived in one of the building’s dwelling units between 1914 and 1931 - appears to have had a successful career, first in the mining industry and later as a local real estate developer, but does not appear to have made any significant inroads to history that would render him a historically significant individual in the spirit of this criterion. None of the subsequent owners or tenants associated with the building appear to be of historical significance. The scant information that is available

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about these individuals indicates that they lived typical lives and were employed in typical vocations.

There is also insufficient evidence to indicate that the property is associated with a significant event in local, state, or national history. It appears to have functioned as nothing more than a typical multi-family dwelling between its original (1914) construction and the present day. For these reasons, 1665-1671 Appian Way does not appear to be eligible for listing as a Landmark under Criterion 3.

SMMC 9.56.100(a)(4). It embodies distinguishing architectural characteristics valuable to a study of a period, style, method of construction, or the use of indigenous materials or craftsmanship, or is a unique or rare example of an architectural design, detail or historical type valuable to such a study.

As discussed in the evaluation against Landmark Criterion 2, the subject property is a vernacular structure that lacks distinctive characteristics of an architectural style.

There is also nothing particularly noteworthy about its method of construction or craftsmanship, as it is a conventional wood frame building utilizing methods and materials typical of the era in which it was constructed. The subject property does not read as a particularly strong example of any particular multi-family property type identified in the City of Santa Monica Historic Context Statement. It has four units, but does not present as a fourplex; it also contains a pedestrian passage between its volumes, but lacks the shared open space that is characteristic of bungalow courts and courtyard housing. It lacks the height and the density characteristic of apartment houses. For these reasons, there is insufficient evidence showing that it is a unique or rare example of an architectural or historical type valuable to a study, per this criterion.

The building does not appear to be significant on the merits of its architecture. Its significance is derived from its use and associative qualities, not for reasons relating to its physical design. Therefore, 1665-1671 Appian Way does not appear to be eligible for listing as a Landmark under Criterion 4.

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SMMC 9.56.100(a)(5). It is a significant or a representative example of the work or product of a notable builder, designer or architect.

Original building permits for the subject property are not available; supplemental research about the property indicates that it was not designed by an architect, and was built by building contractor F.N. Jones. No pertinent information could be found about the life, career, or contributions of Jones; available documentation indicates that he was a locally-based building contractor who erected the occasional building but was not especially prolific in their craft. Given the lack of information about F.N.

Jones - and the lack of an architect of record - there is insufficient evidence demonstrating that the building is a representative example of the wok or product of a notable builder, designer, or architect. For these reasons, 1665-1671 Appian Way does not appear to be eligible for listing as a Landmark under Criterion 5.

SMMC 9.56.100(a)(6). It has a unique location, a singular physical characteristic, or is an established and familiar visual feature of a neighborhood, community or the City.

The subject property does not possess any singular feature or physical characteristic that stands out as memorable or noteworthy. While it reads as considerably older that most other buildings in the immediate vicinity, there is nothing particularly notable about its design or appearance apart from its relative age. It is located on a typical residential lot on a lesser-traveled street, and does not occupy a particularly prominent location. It may be familiar to those who reside in the neighborhood and pass by on a regular basis, but to the casual passer-by the building does not stand out as an aesthetically distinctive resource in the spirit of this criterion. It is compatible with, and blends into its surroundings. For these reasons, ARG concludes that 1665-1671 Appian Way does not appear to be eligible for listing as a Landmark under Criterion 6.

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Evaluation for Structure of Merit Designation
While the consultant, ARG, has found that the subject property meets one or more of the Structure of Merit Criteria, staff respectfully disagrees with that assessment and recommends the Commission deny the property as a designated Structure of Merit:

9.56.080(A): The structure has been identified in the City’s Historic Resources Inventory.

The subject property has been identified in the City’s Historic Resource Inventory (HRI).

As noted, in the most recent (2018) iteration of the HRI, it was flagged as potentially eligible for individual listing and was assigned the California Historical Resources Status Code of 5S3: “appears to be individually eligible for local listing or designation through survey evaluation.” However, based on further evaluation as noted above, the property does not appear eligible for listing under any Structure of Merit criteria.

9.56.080(B): The structure is a minimum of 50 years of age and meets one of the following criteria:

The subject property is a minimum of 50 years of age as it was constructed in 1914.

Therefore, the structure is eligible for further consideration under the following criteria:
(B)(1). The structure is a unique or rare example of an architectural design, detail or historical type.

The subject property is a simple design of a property type for which more than 10% of similar property types built in the 1910s are extant. The subject property does not stand out as an architectural design, detail or historic type and is not rare, and therefore does not appear to be eligible for designation under this criterion. (B)(2). The structure is representative of a style in the City that is no longer prevalent.

The building is more than 50 years of age. However, as noted in the evaluation against Landmark Criteria 2 and 4, it is a vernacular building that lacks distinctive characteristics of an architectural style. Additionally, while the property was not influential on other properties, vernacular buildings are ubiquitous throughout Santa Monica and remains

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prevalent. For these reasons, Appian Way does not appear to satisfy Structure of Merit Criterion B.2.
(B)(3). The structure contributes to a potential Historic District.

The subject property has not been identified as a contributor to a historic district.

Therefore, it does not appear to be eligible for listing as a Structure of Merit under this criterion.

Parcel Designation
The Ordinance grants the Landmarks Commission, and the City Council on appeal, the power to designate a Landmark Parcel to “preserve, maintain, protect or safeguard” a Landmark. SMMC 9.56.060(A); 9.56.030(K). Generally, any proposed alteration, restoration, construction, removal, or relocation that occurs on a Landmark Parcel requires approval of a Certificate of Appropriateness. SMMC 9.56.140. The Landmarks Commission, or the City Council on appeal, also has the power to specify the nature of any alteration, restoration, construction, removal, relocation or demolition of or to a Landmark or Landmark Parcel which may be performed without a Certificate of Appropriateness. SMMC 9.56.120(F).

At its November 08, 2021 meeting, the Landmarks Commission designated the property commonly known as 1665 Appian Way as an associated Landmark Parcel. Because staff is not recommending designation of the structures, staff does not recommend designation of the parcel.

Alternatives
As an alternative to the recommended action, the City Council may consider the following if supported by the full evidentiary record:

1. Articulate revised findings resulting in the denial of the subject appeal, approving the subject property as a Landmark or Structure of Merit.

2. Uphold the Landmarks Commission’s decision by adopting the Landmarks Commission’s findings pursuant to Statement of Official Action 21ENT-0065 and designate the property as a City Landmark and the property commonly known as 1665 Appian Way as an associated Landmark Parcel.

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California Environmental Quality Act Compliance
Pursuant to CEQA Guidelines Section 15270, CEQA does not apply to projects that a public agency disapproves. Based on the recommended action, CEQA would not be applicable.

Alternative Findings
Pursuant to CEQA Guidelines Section 15061(b)(3) it can be seen with certainty that there is no possibility that disapproving the appeal and designating the property as either a Landmark or Structure of Merit will result in any significant effect on the environment. This determination is based on the record as a whole, which includes, but is not limited to, evidence that the designation of the property as a Landmark or Structure of Merit will promote the retention and preservation of historic resources, the designation would not result in any physical change to the property, and any future physical changes would be subject to subsequent CEQA review.

Financial Impacts and Budget Actions
Prepared By: Stephanie Reich, Design and Historic Preservation Planner Approved Forwarded to Council
Attachments:

A. 1665 Appian Way Appeal City Council In Person Meetings B. 21ENT-0067 (1665 Appian Way) LM Application and Historic Report (1) C. 21ENT-0253 (1665 Appian Way) APP Application (1)
D. ARG_1665 Appian Way Assessment_090221
E. ARG_1665 Appian Way Supplemental Memo 110221
F. 21ENT-0067 (1665 Appian Way) STOA LM Designation (1) G. LC minutes 11-08-2021

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H. STOA 21ENT-0253 1665 Appian Way Council Appeal STOA
I. Written Comments

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NOTICE OF A PUBLIC HEARING

BEFORE THE SANTA MONICA CITY COUNCIL
SUBJECT: 21ENT-0253 Appeal of Landmarks Commission Designation 21ENT0067.

ADDRESS: 1665 Appian Way
PROPERTY OWNER: Shyle LP
APPLICANT: Shawn Hugus
A public hearing will be held by the City Council to consider the following request:

Appeal of Landmarks Commission Designation 21ENT-0067 for the designation of the building at 1665 Appian Way as a City Landmark and for the property as a Landmark Parcel.

DATE/TIME: TUESDAY, JUNE 14, 2022 AT 6:30 PM
LOCATION: City Council Chamber, Second Floor, Santa Monica City Hall, 1685 Main Street, Santa Monica, California
HOW TO COMMENT:

The City of Santa Monica encourages public comment. Members of the public unable to attend a meeting but wishing to comment on an item(s) listed on the agenda may submit written comments prior to the public hearing via email to [email protected] or via mail to City Clerk, 1685 Main Street, Room 102, Santa Monica, California 90401. Written public comment submitted before 12:00 p.m. on the day of the meeting will be available for online viewing. All written comments shall be made part of the public record. Please note the agenda item number in the subject line of your written comments.

You may also comment in person at the City Council hearing. Please check the agenda for more detailed instructions on how to comment in person.

Address your comments to: City Clerk
Re: 21ENT-0253
VIA EMAIL: [email protected]
VIA MAIL: 1685 Main Street, Room 102
Santa Monica, CA 90401
MORE INFORMATION: If you want more information about this project, please contact Stephanie Reich at (310) 458-2200 ext 5460 or by e-mail at [email protected]. For disability-related accommodations, please contact the City Clerk’s Office at (310) 458-8211 or (310) 917-6626 TDD at least 72 hours in advance. Every attempt will be made to provide the requested accommodation. All written materials are available in alternate format upon request. Santa Monica Big Blue Bus Lines serve City Hall and the Civic Center area. The Expo Line terminus is located at Colorado Avenue and Fourth Street, and is a short walk to City Hall. Public parking is available in front of City Hall, on Olympic Drive, and in the Civic Center Parking Structure (validation free).

Pursuant to California Government Code Section 65009(b), if this matter is subsequently challenged in Court, the challenge may be limited to only those issues raised at the public hearing described in this notice, or in written correspondence delivered to the City of Santa Monica at, or prior to, the public hearing.

ESPAÑOL : Esto es una noticia de una audiencia pública para revisar applicaciónes proponiendo desarrollo en Santa Monica. Si deseas más información, favor de llamar a Carmen Gutierrez en la División de Planificación al número (310) 458-2275.

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Packet Pg. 1272 Attachment: 1665 Appian Way Appeal City Council In Person Meetings [Revision 1] (4940 : Appeal of Landmarks Commission Designation of City Planning Division (310) 458-8341
Planning and Community Development Department www.santa-monica.org CITY OF SANTA MONICA – CITY PLANNING DIVISION

DESIGNATION APPLICATION
Landmark Structure of Merit
This part to be completed by City staff
L.C. Case No.: Amount Paid: $
Received By: Check No.:

Date Submitted:

Applications must be submitted at the City Planning public counter, Room 111 at City Hall. City Hall is located at 1685 Main Street, Santa Monica, CA 90401. If you have any questions completing this application you may call City Planning at (310) 458-8341. GENERAL INFORMATION PROJECT ADDRESS:

Land Use Element District: Zoning District:

Assessor Parcel: - - Lot Size:

APPLICANT
Name:

Address: Zip:

Phone: Fax:

Email:

CONTACT PERSON (if different) (Note: All correspondence will be sent to the applicant) Name:

Address: Zip:

Phone: Fax:

Email:

Relation to Applicant:

PROPERTY OWNER
Name:

Address: Zip:

Phone: Fax:

Subject improvement is generally known as:

Existing use(s) of site:

Rent control status:

Status: Occupied Unoccupied
Recognized in the Santa Monica Historic Resources Inventory: Yes No Condition: Excellent Good Fair Deteriorated Ruins Unexposed Threats: None Private Development Vandalism
Public Works Project Zoning Other:

NOTES TO

APPLICANT
Please complete all
applicable sections
of this application
and submit all
required materials.

Incomplete
applications will not
be accepted for
filing.

Landmarks
Commission meets
on the second
Monday of each
month.

The applicant,
representative, or
legal owner familiar
with the project
must be present at
the Landmarks
Commission
meeting.

A decision on
designation is
rendered at the
hearing. All
decisions by the
Landmarks
Commission are
subject to a 10-day
appeal period. An
official appeal form
and fee schedule is
available at the City
Planning Division
Public Counter.

Appealed projects
will be scheduled
for a hearing before
the City Council.
21ENT-0067
Scott Albright
03/18/2021
851.90

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Packet Pg. 1273 Attachment: 21ENT-0067 (1665 Appian Way) LM Application and Historic Report (1) (4940 : Appeal of Landmarks Commission Designation of