Santa Monica City Council
March 14, 2023

City of Santa Monica
City Council Meeting
AGENDA

GLEAM DAVIS
MAYOR

PHIL BROCK LANA NEGRETE

COUNCILMEMBER MAYOR PRO TEM

CHRISTINE PARRA CAROLINE TOROSIS

COUNCILMEMBER COUNCILMEMBER

JESSE ZWICK OSCAR DE LA TORRE

COUNCILMEMBER COUNCILMEMBER

DAVID WHITE

CITY MANAGER

DOUGLAS SLOAN

CITY ATTORNEY

DENISE ANDERSON-WARREN

CITY CLERK

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

City of Santa Monica Generated: 3/30/2023 8:14 AM Page 2

RULES OF ORDER FOR THE CONDUCT OF CITY COUNCIL MEETINGS (Resolution No.11494(CCS))

WAYS TO PROVIDE PUBLIC COMMENT
If you are interested in providing public comment at a City Council meeting, there are several ways to participate:
(1) Written public comment. In lieu of oral public comment, the public is strongly encouraged to submit written public comment on agenda items via email to [email protected]. Written public comment submitted before 12:00 pm on the day of the meeting will be available for online viewing. Please note the agenda item number in the subject line of your written comments. (2) Oral public comment. Persons wishing to address the City Council regarding items on the agenda must be present and submit their name and address (optional) to the City Clerk before the public comment section is opened for that item or before the public hearing is opened where one is required by law. Register to speak at the Speaker Kiosk prior to the meeting. Remarks from the public are limited to a total of 6 minutes per City Council meeting, with a maximum of 2 minutes and a minimum of one minute per item. Except for the author of the request, public comment on 15-items are limited to 1 minute. Except on Public Input, speakers appearing at the meeting in person, may donate 2 minutes to another person present in-person at the meeting, who may speak for a total of 4 minutes on that item.

Both the donor of time and the designated speaker must register at the Speaker Kiosk in person together.

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

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

1. General Public Input
(members of the public may address the City Council
only on items not on the agenda, but within the
subject matter jurisdiction of the City).

2. Public Comment for Closed Session, Special
Agenda, and Consent Calendar Items Only
(Commendations and Proclamations presented).

3. Closed Session.

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

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

6. Public Comment on remaining Agenda Items

7. Study Session.

8. Continued Items.

9. Administrative Proceedings.

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

11. Staff Administrative Item.

12. Public Hearings.

13. Reports of Boards and Commissions.

14. Resolutions.

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

16. Councilmember Discussion Items.

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

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

City of Santa Monica Generated: 3/30/2023 8:14 AM Page 3

AGENDAS

CITY OF SANTA MONICA

REGULAR MEETING

CITY HALL COUNCIL CHAMBERS
1685 MAIN STREET, ROOM 250,
TUESDAY, MARCH 14, 2023
MEETING BEGINS AT 5:30 PM
HOW TO PROVIDE WRITTEN PUBLIC COMMENT:

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

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

CALL TO ORDER

PLEDGE OF ALLEGIANCE

ROLL CALL

1. PUBLIC INPUT (NON-AGENDA ITEMS)

2. PUBLIC INPUT (AGENDA ITEMS UNDER CLOSED SESSION, SPECIAL AGENDA

ITEMS, CONSENT CALENDAR ONLY)

3. CLOSED SESSIONS

3.A. Conference with Labor Negotiator: Government Code Section 54957.6 – City Representatives: City Manager David White and Chief People Officer Lori Gentles; Human Resources Manager Robert Scalise; Alexander Volberding, Liebert Cassidy Whitmore; Bargaining Unit: ATA-Administrative Team Associates - New Item Received 3/17/2023

3.B. Conference with Legal Counsel – Existing Litigation – Government Code Section 54956.9(d)(1): City of Santa Monica, et al. v. 1238 10th Street, LLC., et al.; LASC Case No. 21SMCV01585 - New Item Received 3/17/2023

3.C. Conference with Legal Counsel – Existing Litigation – Government Code Section 54956.9 (d)(1): NMS 1539, LLC., et al. v. City of Santa Monica, et al.; Central District of California Case No. 2:20-cv-11318-FLA(JPRx) - New Item Received 3/17/2023
City of Santa Monica Generated: 3/30/2023 8:14 AM Page 4

3.D. Conference with Legal Counsel – Anticipated Litigation – Government Code section 65589.5(d): WS Communities v. City of Santa Monica - New Item Received 3/17/2023

3.E. Conference with Legal Counsel – Existing Litigation – Government Code Section 54956.9(d)(1): Santa Monica-Malibu School District, et al. v. Los Angeles County Committee on School District Organization; LASC Case No. 22STCP00986 - New Item Received 3/17/2023

3.F. Conference with Legal Counsel – Existing Litigation – Government Code Section 54956.9 (d)(1): Lenka Kabilka v. City of Santa Monica; LASC Case No. 22STCV37782 - New Item Received 3/17/2023
The following is the order of business for items to be heard no earlier than 7:00 p.m.

4. SPECIAL AGENDA ITEMS

4.A. City Manager's Report

5. CONSENT CALENDAR
(All items will be considered and approved in one motion unless removed by a Councilmember for discussion. In accordance with Charter section 615, the adoption of all ordinances and resolutions shall be by reading of title only unless a Councilmember present dissents.)

5.A. Approval of Fourth Modification to Contract #9649 (CCS) with Harris Computer Systems Corporation for Software Licensing for the NorthStar Utility Billing System
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect on the environment pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the City Manager to negotiate and execute a fourth modification to agreement #9649 (CCS) in the amount of $550,000 with Harris Computer Systems Corporation to extend maintenance and support services for an additional five-year period. This modification would result in a 15-year amended agreement with a new total amount not to exceed $1,362,703, with future year funding contingent on Council budget approval.

5.B. Adoption of Resolution Declaring Surplus Properties City of Santa Monica Generated: 3/30/2023 8:14 AM Page 5 Recommended Action
Staff recommends that the City Council:

1. Declare three City-owned properties located at 1217 Euclid Street (APN 4282- 004-900), 1211-1217 Fourteenth Street (APN 4282-003-900 and -901), and 1146 Sixteenth Street (APN 428-1005-900) as “exempt surplus land” as defined in Government Code Section 54221(f);

2. Adopt a Resolution declaring the City-owned properties at 1217 Euclid Street, 1211-1217 Fourteenth Street, and 1146 Sixteenth Street as exempt surplus land, and authorize the City Manager or his or her designee to take implementing actions necessary to comply with the Surplus Land Act (Government Code sections 54220 et seq.; and

3. Authorize the City Manager or his or her designee to submit the report of declared exempt surplus land as part of the Annual Report to the California Department of Housing and Community Development (HCD), in conformance with state law.

4. Adopt a finding of no possibility of significant effect on the environment pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines and find that the issuance of a Request for Proposal for affordable housing on the City-owned properties at 1217 Euclid Street, 1211-1217 Fourteenth Street, and 1146 Sixteenth Street are consistent with the certified 6th Cycle Housing Element Environmental Impact Report.

5.C. Adoption of Resolutions Authorizing the Application for Grant Funds from the California State Department of Water Resources Urban Drought Relief Grant and the United States and the Bureau of Reclamation’s WaterSMART: Water Recycling and Desalination Planning Grant Program
Recommended Action
Staff Recommends that the City Council:

1. Adopt the attached resolutions authorizing the application for grants funds in the amount of $22.8 million with the California State Department of Water Resources’ Urban Community Drought Relief Grant Program and $961,033 with the United States Bureau of Reclamation’s WaterSMART: Water Recycling and Desalination Planning Grant Program.

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.

3. Adopt a finding of Categorical Exemption pursuant to Section 15262, Section 15302, Section 15303, Section 15304, and Section 15306 of the California Environmental Quality Act (CEQA) Guidelines.

5.D. Award Contract to Alliant Insurance Services, Inc. for Employee Benefit Consulting Services
Recommended Action
Staff recommends that the City Council:

City of Santa Monica Generated: 3/30/2023 8:14 AM Page 6

1. Adopt a finding of no possibility of significant effect on the environment pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the City Manager to negotiate and execute an agreement with Alliant Insurance Services, Inc. for employee benefit consulting services for the Human Resources Department. This recommended award is made as an exception to the competitive bidding process pursuant to Municipal Code section 2.24.250 (c) and is for a total amount not to exceed $550,000 (including a $54,320 contingency) over five years with future year funding contingent on Council budget approval.

5.E. Adoption of a Resolution to Enter into an Updated Freeway Maintenance Agreement and Negotiate a Delegated Maintenance Agreement with Caltrans Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption (Class 1 Existing Facilities) pursuant to Section 15301 of the California Environmental Quality Act (CEQA) Guidelines

2. Adopt the attached Resolution authorizing the City Manager to enter into a new updated Freeway Maintenance Agreement with the California Department of Transportation (Caltrans).

3. Authorize the City Manager to negotiate and execute a Delegated Maintenance Agreement with Caltrans to obtain reimbursement for maintenance work performed by the City on State routes within City boundaries.

5.F. Adoption of Resolution Approving Final Tract Map No. 83026 For 1427 Lincoln Boulevard
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Statutory Exemption (Approval of Final Subdivision Map) pursuant to Section 15268(b)(3) of the California Environmental Quality Act.

2. Adopt the attached resolution approving Final Tract Map No. 83026 for an airspace subdivision of 30 residential condominium units and two commercial condominium units located at 1427 Lincoln Boulevard.

5.G. Approval of Third Modification to Contract #10419 (CCS) with Infor Global Solutions for the Computerized Maintenance Management System for the Public Works Department
Recommended Action
Staff recommends that the City Council

1. Adopt a finding of no possibility of significant effect on the environment pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the City Manager to negotiate and execute a third modification to Contract 10419 (CCS) with Infor Global Solutions for the Computerized Maintenance Management System (CMMS) agreement with the Water City of Santa Monica Generated: 3/30/2023 8:14 AM Page 7 Resources Division for the Public Works Department. This modification is to extend the agreement for an additional two years in the amount of $180,000, for a total amount not to exceed $1,169,334 for a total contract term of twenty-four years.

5.H. Award Bids for 3200 Airport Ave Renovation Hazmat Abatement and Adopt a Finding of Categorical Exemption Under Sections 15301, 15302, and 15308 of the California Environmental Quality Act Guidelines
Recommended Action
Staff recommends that the City Council:

1. Award Bid #SP2660 to Unlimited Environmental, Inc. for 3200 Airport Avenue hazardous material abatement services for the Public Works Department;

2. Authorize the City Manager to negotiate and execute an agreement with Unlimited Environmental, Inc., in an amount not to exceed $229,702 (including a $38,284 contingency);

3. Award Bid #SP2660 to Unlimited Environmental, Inc. for on-call hazardous material abatement services for the Public Works Department;

4. Authorize the City Manager to negotiate and execute agreements with Unlimited Environmental, Inc., in an amount not to exceed $1,500,000 for three years, with two-additional one-year renewal options in the amount of $500,000, on the same terms and conditions for a total amount not to exceed $2,500,000 over a five-year period, with future year funding contingent on Council budget approval.

5. Award Bid #SP2660 to Castlerock Environmental, Inc. for on-call hazardous material abatement services for the Public Works Department;

6. Authorize the City Manager to negotiate and execute agreements with Castlerock Environmental, Inc., in an amount not to exceed $1,500,000 for three years, with two-additional one-year renewal options in the amount of $500,000, on the same terms and conditions for a total amount not to exceed $2,500,000 over a five-year period, with future year funding contingent on Council budget approval.

7. Adopt a finding of Categorical Exemption pursuant to Sections 15301 (Existing Facilities), 15302 (Replacement/Reconstruction), and 15308 (Actions for Protection of the Environment) of the California Environmental Quality Act (CEQA) Guidelines.

5.I. Adoption of Resolution Repealing Resolution Number 11306 (CCS) and Amending the City's Conflict of Interest Code to Revise the Designated Positions as Required by California Law To File Statements of Economic Interest
Recommended Action
Staff recommends that the City Council update the City’s Conflict of Interest Code by adopting the proposed resolution.

5.J. Approval of Revised Contract Amount for Benefit Administration Software with PlanSource for Human Resources Department
Recommended Action
City of Santa Monica Generated: 3/30/2023 8:14 AM Page 8 Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect on the environment pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the Procurement Manager to increase the contract amount for the Human Resources Department with PlanSource for benefit administration software in an amount not to exceed $336,000, which covers an overage on the previous Council budget authorization and covers future services until the anticipated end of the contract on July 1, 2023.

5.K. City Council - Special Meeting - Feb 22, 2023 6:00 PM

5.L. City Council - Regular and Special Joint Meeting - Feb 28, 2023 5:30 PM

6. PUBLIC INPUT ON REMAINING AGENDA ITEMS

7. STUDY SESSION
No items

8. CONTINUED ITEMS
No items

9. ADMINISTRATIVE PROCEEDINGS
No items

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

10.A. Second Reading and Adoption of an Interim Zoning Ordinance Eliminating Prohibition of Certain Restaurants in Establishments with Frontage on the Third Street Promenade
Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

10.B. Introduction and adoption of an Emergency Interim Zoning Ordinance to Confirm the Applicability of Certain Zoning and Health and Safety Regulations to Wireless Facilities Subject to Santa Monica Municipal Code Chapter 9.32, Personal Wireless Service Facilities
City of Santa Monica Generated: 3/30/2023 8:14 AM Page 9 Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Section 15303 (New Construction or Conversion of Small Structures) of the California Environmental Quality Act (CEQA) Guidelines.

2. Introduce and adopt an emergency Interim Zoning Ordinance to confirm the applicability of certain zoning and health and safety regulations to wireless facilities subject to Santa Monica Municipal Code Chapter 9.32, Personal Wireless Service Facilities.

10.C. Introduction and First Reading of an Ordinance Amending the Text of the Zoning Ordinance to Establish an Outdoor Space Program to Allow Outdoor Commercial Activity on Privately-Owned Property and Other Minor Amendments Related to Emergency Response and Economic Recovery, Including Extension of Certain Permit Timeframes; Adoption of Resolution Establishing Fees for Permits Subject to Outdoor Space Program Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Sections 15301 (Existing Facilities), 15303 (New Construction or Conversion of Small Structures), and 15304 (Minor Alterations to Land) of the California Environmental Quality Act (CEQA) Guidelines.

2. Introduce for first reading an ordinance to amend the text of the Zoning Ordinance to establish an Outdoor Space Program allowing outdoor commercial activity on privately-owned property and other minor amendments related to emergency response and economic recovery, including extension of certain permit timeframes.

3. Adopt Resolution establishing a fee review of applications subject to the Outdoor Space Program.

11. STAFF ADMINISTRATIVE ITEMS

11.A. Adoption of a Resolution Amending the Policies for Board and Commission Recommended Action
Staff recommends that the City Council:

1. Adopt a resolution amending the Policies for City Boards, Commissions, Committees, Task Forces, and Regional Advisory Boards, and repealing Resolution No. 11396 (CCS) and

2. Consider an attendance policy regarding board/commission members attending meetings via teleconferencing rules under the Brown Act.

12. PUBLIC HEARINGS

12.A. Sustainable City Plan Update - New Item Received 3/17/2023 City of Santa Monica Generated: 3/30/2023 8:14 AM Page 10 Recommended Action
Staff recommends that the City Council:

1. Hold a public hearing, receive public comment and accept the proposed 2022 Sustainability Rights Report pursuant to Santa Monica Municipal Code (SMMC) Chapter 12.02 Sustainability Rights.

2. Adopt an updated Sustainable City Plan with indicators and targets for 2030 and add an Equity and Inclusion Guiding Principle (Attachment A).

3. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) and Section 15308 (Actions for Protection of the Environment) of the California Environmental Quality Act (CEQA) Guidelines.

13. REPORTS OF BOARDS AND COMMISSIONS
No items

14. RESOLUTIONS

14.A. Adoption of a Resolution for Concealed Carry Weapon License Process Recommended Action
Staff recommends that the City Council:

1. Adopt the attached resolution establishing certain concealed carry weapon license fees for new applications, renewal applications, and amended licenses, setting maximum and current fees, and authorizing the charging of higher fees if State law changes. (Attachment A)

2. Staff recommends the Council adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

15. WRITTEN COMMUNICATIONS OTHER THAN REPORTS OF COMMISSION AND

OFFICERS
No items

16. COUNCILMEMBER DISCUSSION ITEMS

16.A. Request of Councilmembers Zwick and Brock to ask the City Attorney and City Manager to return to City Council with amendments and updates to the Municipal Code to prohibit gasoline powered leaf blowers, allowing for electric leaf blowers and enhancing enforcement of the prohibition on gas powered leaf blowers. Also, request the City Manager to return with potential funding sources to incentivize conversion to electric leaf blowers. A draft ordinance amendment is attached. - Revised Title 3/15/2023
City of Santa Monica Generated: 3/30/2023 8:14 AM Page 11

16.B. Request of Mayor Davis and Mayor Pro Tem Negrete that the City Council allocate $10,000 of discretionary funds to Samohi Grad Nite, a 501(c)3, to enable over 165 low-income students to attend. This would close the shortfall between previous City funding allocated as part of the annual budget and the organization’s expenses for June 2023. For over 30 years, Grad Nite has provided a safe, secure venue for graduating Santa Monica High School seniors to celebrate their achievements.

16.C. Request of Mayor Davis and Councilmember Zwick that the Council allocate $10,000 of its discretionary funds to support Pride activities this year.

Organizers are working with the Pier, Downtown Santa Monica, Santa Monica Travel and Tourism, and Santa Monica Place to return Pride activities to the City sometime in June. Current plans are for a one-day, family-friendly celebration with installations in Downtown Santa Monica, at the Pier, and Santa Monica Place. Total budget for the event presently is $30,000-$40,000 and a $10,000 contribution will allow the City to be a sponsor of the event.

Other organizations are contributing similar amounts as part of their sponsorship.

16.D. Request of Mayor Davis and Councilmember Torosis that the City Council allot $10,000 of its discretionary funds to the Santa Monica Animal Shelter Foundation. The funds will be used to help create a proper turfed play area for dogs at the Santa Monica Animal Shelter. The shelter needs a proper area where dogs can play and exercise and interact with potential adopters and shelter volunteers. Currently, the play area is all dirt which makes it unusable and unpleasant much of the time and it has repeatedly flooded in recent rains.

Creating a properly turfed area will greatly benefit shelter dogs’ wellbeing while waiting for their forever home. The estimated total cost of the project is $30,000 and the Foundation plans to seek private donations for the additional monies needed to complete the project.

16.E. Request of Mayor Davis and Mayor Pro Tem Negrete that the City Council allocate up to $10,000 of their Discretionary Funds to the Montana Avenue Merchants Association, a 501 (c) (3) for their annual Art Walk that is planned for September 30, 2023. The Art Walk is a one-day outdoor art festival that takes place along the Montana Ave. business corridor, from 6th - 17th Streets.

The event includes performance artists, live music, and interactive art activities for children and adults. Art Walk has been an annual event for the past 10 years and has become one of Montana Avenue’s signature events.

The funding will be used to offset costs related to supporting an enhanced and expanded event including the costs associated with potentially closing portions of Montana Avenue.

16.F. Request of Councilmember de la Torre and Mayor Pro Tem Negrete to determine the costs to improve the vacant lot at 1318-1320 4th Street to allow for sustained parking and other uses until development of the affordable housing project designated for the property commences.

16.G. Appointment to one unscheduled vacancy on the Architectural Review Board for a term ending on June 30, 2023. - New Item Received 3/17/2023 City of Santa Monica Generated: 3/30/2023 8:14 AM Page 12

16.H. Recommendation to accept Evan Nicholas' resignation from the Disabilities Commission and authorize the City Clerk to publish the vacancy. - New Item Received 3/17/2023

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

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

City Hall and the Council Chamber are wheelchair accessible. If you require any special disability related accommodations to either attend or provide public testimony at a Council meeting (i.e. sign language interpreting, access to an amplified sound system, remote option, etc.), please contact the City Clerk’s Office at (310) 458-8211 or TDD: (310) 917- 6626 or via email at [email protected] at least 72 hours prior to the scheduled meeting. Best efforts shall be made to accommodate requests received after the 72-hour deadline. In the case of special meetings, requests should be submitted as early as possible, but no later than noon the day of the special Council meeting.

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

Santa Monica Blue Bus Lines #2, #3, #5, #9 and the EXPO Line serve City Hall. Parking is available on Main Street, on Olympic Drive, and in the Civic Center Parking Structure (validation free).
1 Vernice Hankins
From: Mathew Millen <[email protected]>
Sent: Sunday, March 12, 2023 3:28 PM
To: councilmtgitems
Cc: Phil Brock; Oscar de La Torre; Christine Parra; Lana Negrete; Jesse Zwick; Caroline M. Torosis Subject: 3/14 Item 3 C Repeal xenophobic ordinance
Attachments: 20CV11318.pdf; 1 year lease.pdf; resume2021.pdf

EXTERNAL
Councilmembers...attached is the summary of both parties positions in Federal Court and my earlier Memo on why this ordinance forces rental housing providers to choose between violation of the Gov. Code 12955 and violation of the Unruh Civil Rights Act to deny applicants with F‐1 visas and H1B visas rental housing or violate this xenophobic statute and rent to f‐1 students, H1B visa holders and rent
to US citizens attending school whose primary residence is with their parents.  I was only 17 years old my 1st year of college. If this
law was in effect where I went to school I could not sign the lease( must be 18 to sign a contract) and my primary  residence was with my parents.  I would have had to reside outside the city and somehow commute to college( I didn't own a car) It is time to repeal this statute that is Yick Wo v. Hopkins all over again.

Please stop wasting taxpayer money on this litigation
.

Respectfully
Mathew L. Millen, 16th St. Santa Monica,  member of Progressive Landlords of Santa Monica Item 3.C
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City Council
Report
City Council Meeting: March 14, 2023
Agenda Item: 4.A
1 of 1
To: Mayor and City Council
From: David White, City Manager, City Manager's Office
Subject: City Manager's Report
Prepared By: Christopher Smith, Assistant to the City Manager Approved Forwarded to Council

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City Council
Report
City Council Meeting: March 14, 2023
Agenda Item: 5.A
1 of 4
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Water Resources Subject: Approval of Fourth Modification to Contract #9649 (CCS) with Harris Computer Systems Corporation for Software Licensing for the NorthStar Utility Billing System
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect on the environment pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the City Manager to negotiate and execute a fourth modification to agreement #9649 (CCS) in the amount of $550,000 with Harris Computer Systems Corporation to extend maintenance and support services for an additional five-year period. This modification would result in a 15-year amended agreement with a new total amount not to exceed $1,362,703, with future year funding contingent on Council budget approval.

Summary
The City has used the Harris Computer Systems, Inc., NorthStar utility billing system (NorthStar) since 2005 to establish customer accounts for municipal services such as water supply, sewage collection, resource recovery and recycling, and fire inspection.

NorthStar is also used to maintain service and consumption records, calculate service charges, and for customer billing and reporting. A modification to the agreement is required to extend the software support and maintenance services for a period of an additional five years to ensure timely billing and collection of revenues. This fourth modification would increase the contract by $550,000, resulting in a 15-year amended agreement in the amount not to exceed $1,362,703.

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Discussion
The City’s Water Resources Division, Finance Department, Fire Department, and Resource Recovery and Recycling Division has used the NorthStar billing and customer information system for over ten years. The NorthStar system has greatly enhanced the information management, billing, cash processing, and service order processing capabilities of staff. The system is used to track customer billing related information, generate maps and to conduct analysis and create regulatory reports for City projects.

Vendor/Consultant Selection
The City of Santa Monica has used Harris Computer Systems, Inc.’s Northstar billing system since 2005. In October 2012 (Attachment A), City Council authorized a new contract, through an exception to the competitive bidding process, with Harris Computer Systems, Inc. (CT #9649) to upgrade NorthStar and provide five years of software support for a total contract amount not to exceed $290,930 in order to enhance system functionality. In July 2015, Council authorized a first modification to the contract for additional software licenses and software modification services in the amount of $88,611 for a total contract amount not to exceed $379,541 as part of the City’s Water Shortage Response Plan. In November 2017 (Attachment B), City Council authorized a second modification to purchase additional software modules and extend the maintenance and support services agreement an additional five years in the amount of $433,162, resulting in a 10-year amended agreement in an amount not to exceed $812,703. A third modification was executed in June 2020 to modify the scope of services. There was no additional compensation added in this modification.

This proposed fourth modification is to extend the maintenance and support of Northstar for an additional five years.

Past Council Actions
Meeting Date Description
10/2/2012
(Attachment A)
Award of CT #9649 with Harris Computer Systems, Inc. for upgrade, support, and maintenance of Northstar utility billing software.

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11/28/2017
(Attachment B)
Second modification to CT #9649 to purchase additional software modules and extend the maintenance and extend the maintenance and support services agreement an additional five years Environmental Review
The revised contract for support and maintenance of software would have no possibility of significant effect on the environment, and therefore, is exempt pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the Water and Wastewater Funds to increase the amount of Contract #9649 with Harris Computer Systems, Inc. for support and maintenance of the Northstar utility billing software. Future year funding is contingent on Council budget approval.

Contract Modification Request
Agreement #
Current
Authorized
Amount
FY 2022-23
Request
Amount
Future
Years Dept Account # Total Revised
Contract Amount
9649 $406,351.50 $55,000 $220,000 50500001.529230 $681,351.50 9649 $406,351.50 $55,000 $220,000 51500001.529230 $681,351.50 Total $812,703.00 $110,000 $440,000 $1,362,703.00
Prepared By: Thomas Poon, Senior Administrative Analyst Approved Forwarded to Council
Attachments:

A. Attachment A - Staff Report - October 2, 2012
B. Attachment B - Staff Report - November 28, 2017
C. FY 22-23 Oaks Initiative (Harris Computer Corporation)

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D. CT 9469 (Original Contract)
E. CT 9649 (Modification 1)
F. CT 9649 (Modification 2)
G. CT 9649 (Modification 3)

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City Council Meeting: October 2, 2012
Agenda Item: 3-D
To: Mayor and City Council

From: Jory Wolf, Chief Information Officer

Subject: Upgrade and Maintenance of NorthStar Utility Billing System

Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and execute a sole source contract with Harris Computer Systems (Harris), a Canadian-based company, in the amount of $107,554 to upgrade the City’s NorthStar Utility Billing System and to provide the first year of maintenance on the new system with four additional one-year maintenance options, to commence in FY2013-14 at an estimated annual expenditure of $45,844, for a total contract amount not to exceed $290,930.

Executive Summary
The City uses the NorthStar utility billing system to establish customer accounts for municipal services such as water supply, sewage collection, resource recovery and recycling, fire inspection, and more. NorthStar is also used to maintain service and consumption records, calculate City charges and fees, produce municipal services bills and provide information to customers. City utility billing processes have changed over time and the demand to generate invoices to customers by various City departments using NorthStar has increased. In order to meet the needs of the City, receive software updates required by industry regulation, and to realize staff efficiencies from enhanced product functionality, a system upgrade is required. Implementation of the upgrade from Harris would provide the City with the current functionality provided by NorthStar while adding additional features such as process automation capabilities, Geographic Information Systems (GIS) functionality, and workflow management. The implementation of the system, including training, maintenance and data migration services would not exceed $290,930 for a five year period.

Background
On November 8, 2005, Council authorized a contract with Harris Computer Systems to replace the City’s legacy utility billing system with NorthStar. The product has been a reliable and flexible system that has met the City’s evolving

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Attachment: Attachment A - Staff Report - October 2, 2012 (5383 : Mod 4 - CT #9649 - Harris) requirements with respect to establishing customer accounts, tracking customer information, and reporting. With more departments using NorthStar for invoicing charges and fees, however, the need for greater automation within the system has become apparent.

NorthStar is a computer software system that the City uses in tracking customer information and issuing bills and invoices for various services. Such services include water, sewage, resource recovery and recycling, fire inspection, traffic accident cleanup, industrial waste permitting, Certified Unified Program Agency (CUPA), and affordable housing monitoring.

The City has used NorthStar since 2007 when the system was fully implemented. Significant financial resources and training hours have been invested in this customer information system. Information management and service order processing capabilities have been greatly enhanced by its use.

Discussion
Implementation of NorthStar 6.4 Automation would ensure the City’s ability to maintain its current functionality while adding new features such as process automation capabilities, GIS functionality, and workflow management. NorthStar 6.4 also includes functionality that meets current industry standards and addresses security vulnerabilities found in the current software.

Vendor Selection
The software licenses previously purchased by the City for NorthStar are perpetual and require no renewal. However, in order to receive critical support and regular software updates to be in compliance with federal and state regulations, the City must continue software maintenance with Harris. Harris is the only vendor qualified to provide this support for its proprietary software.

Harris was competitively selected through a request for proposal (RFP) process the City conducted in 2005.

Financial Impacts & Budget Actions

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Attachment: Attachment A - Staff Report - October 2, 2012 (5383 : Mod 4 - CT #9649 - Harris) The contract to be awarded to Harris Computer Systems is not to exceed $290,930 for the next five years. Funds in the amount of $107,554 for upgrade services, and the first year of maintenance are available in the corresponding divisions and projects budgets for FY2012-13. The contract costs will be charged to the following accounts:

25671.533580 $22,922
31661.533580 $22,922
C250785.589000 $30,855
C310785.589000 $30,855
TOTAL $107,554

Budget authority for the remaining four years of maintenance will be requested in each budget cycle for Council approval. Future funding is contingent upon Council approval.

Prepared by: Ivo C. Nkwenji, Lead Systems Analyst – Water Resources

Approved: Forwarded to Council:

Jory Wolf
Chief Information Officer
Rod Gould
City Manager

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Attachment: Attachment A - Staff Report - October 2, 2012 (5383 : Mod 4 - CT #9649 - Harris) City Council
Report
City Council Meeting: November 28, 2017
Agenda Item: 3.H
1 of 5
To: Mayor and City Council
From: Joseph Cevetello, Chief Information Officer, Information Services Department, Customer Experience and Support
Subject: Contract Modification for Software Licensing and Migration Services with Harris Computer Corporation for the NorthStar Utility Billing System Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate with Harris Computer Systems Corporation and execute a second modification to agreement #9649 (CCS) in the amount of $433,162 to purchase additional software modules and extend maintenance and support services for a five year period. This would result in a 10 year amended agreement with a new total amount not to exceed $812,703, with future year funding contingent on Council budget approval.

Executive Summary
The City of Santa Monica is heavily reliant on the availability of data to inform decisionmaking, manage day-to-day operations, optimize service delivery, and improve citizen engagement. The City has used the Harris Computer Systems, Inc., NorthStar utility billing system (NorthStar) since 2007 to establish customer accounts for municipal services such as water supply, sewage collection, resource recovery and recycling, fire inspection, and more. NorthStar is also used to maintain service and consumption records, calculate service charges, and for customer billing and reporting. A modification to the agreement is required to procure upgrade licenses and related services to migrate from the current web portal to a new and improved web platform to enhance customer experience in the amount of $187,937 and software support and maintenance services for a period of five years in the amount of $245,225. This second modification would increase the contract by $433,162, resulting in a 10 year amended agreement in the amount not to exceed $812,703.

Background

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Attachment: Attachment B - Staff Report - November 28, 2017 (5383 : Mod 4 - CT #9649 - Harris) 2 of 5
In February 2005, the City issued a Request for Proposals for a new utility billing system. On November 8, 2005 (Attachment A), Council authorized a contract with Harris Computer Systems, Inc. to replace the City’s legacy utility billing system with NorthStar in amount not to exceed $392,860, plus a 10 percent contingency of $39,286.

On January 25, 2006, the City and Harris entered into a Hardware Purchase and Software License Agreement No. 8525 (CCS) for a perpetual license for the NorthStar utility billing system, which was modified pursuant to a First Modification dated September 25, 2007 that increased the total amount to $398,259.01.

On October 2, 2012 (Attachment B), Council authorized a new sole source contract with Harris Computer Systems, Inc. to upgrade NorthStar and provide five years of software support for a total contract amount not to exceed $290,930 in order to enhance system functionality. On July 28, 2015 (Attachment C), Council authorized a modification to the contract for additional software licenses and software modification services in the amount of $88,611 as part of the City’s Water Shortage Response Plan. Pursuant to Council authorization, the parties entered into an Agreement for Professional Services and to modify the original license to include the Software Upgrade, Agreement No. 9649 (CCS), on March 5, 2013, which was modified pursuant to a First Modification dated October 1, 2015 that increased the total amount to $379,541.

NorthStar has been a reliable and flexible system that has met the City’s evolving requirements with respect to establishing customer accounts, tracking customer information, and reporting.

Discussion
The City’s Water Resources Division, Finance Department, Fire Department, Housing and Economic Development Division, and Resource Recovery and Recycling Division have used the NorthStar billing and customer information system for over ten years.

The NorthStar system has greatly enhanced the information management, billing, cash processing, and service order processing capabilities of staff. The system is used to track customer billing related information and for related service orders; generate maps

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Attachment: Attachment B - Staff Report - November 28, 2017 (5383 : Mod 4 - CT #9649 - Harris) 3 of 5
to conduct analysis and create regulatory reports for City projects; and as a data source for rate-setting modeling.

Significant financial resources and training hours have been invested by the City in this data management system. While there are other comparable billing systems in the market, NorthStar has continued to evolve with changing information technology trends and needs over the years. In comparison with other systems, staff has not identified a need to migrate to another system. Furthermore, a migration would require significant financial commitment and substantial staff time to train personnel on a new system. To continue uninterrupted system updates to be compliant with local, state and federal regulations, such as the Water Shortage Response Plan, State drought regulations, and Payment Card Industry Data Security Standards, the City must continue software support and maintenance through Harris Computer Systems, Inc. All NorthStar software licenses previously purchased by the City are perpetual and require no renewal.

At this time, staff recommends executing a modification to the contract with Harris Computer Systems, Inc. for the purchase of additional software modules, licenses, and related services to migrate to the new version of the web access portal to enhance the user experience and improve system security. Additionally, this modification would allow staff to extend software support and maintenance services for an additional fiveyear period. In preparation for the new Enterprise Resource Planning (ERP) system, an interface with NorthStar and the ERP will be implemented as part of the ERP project.

Staff will return to Council at a later time to seek approval for additional services from Harris Computer Systems, Inc., if required, to implement and maintain the new interface.

Vendor/Consultant Selection
On February 24, 2005, the City issued a Request for Proposals (RFP) for the purchase of a utility billing system. The RFP was posted on the City’s website and notices were advertised in the Los Angeles Times newspaper in accordance with City Charter and Municipal Code provisions. Nine firms responded to the RFP. Responses were

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Attachment: Attachment B - Staff Report - November 28, 2017 (5383 : Mod 4 - CT #9649 - Harris) 4 of 5
reviewed by a selection panel of staff from the Water Resources Division and Information Services Department. Proposals were submitted by: ABLESoftware, Advanced Utility Systems, AMX International, Cogsdale Corporation, DataNow, Hansen Information Technologies, Harris Computer Systems, INCODE, and NOYVEG.

Proposal evaluation was based on the following selection criteria: references from similar engagements, ability to meet the project specifications as stated in the RFP, technical environment in which the proposed system would operate, and references.

Staff then interviewed and received product demonstrations from three shortlisted firms.

Based on criteria in SMMC 2.24.072, staff recommended Harris Computer Systems as the best qualified firm to provide new utility billing system based on their ability to meet the City’s business requirements, robust system functionality, an assessment of how well the system operated in a live operating environment as demonstrated in the site visits conducted by staff and positive feedback received from the references provided.

Financial Impacts and Budget Actions
The contract to be awarded to Harris Computer Systems, Inc. is for an amount not to exceed $433,162. Funds in the amount of $75,000 for the first year costs, are available in the FY 2017-18 budget in the Public Works Department in accounts 25671.533580 ($37,500) and 31661.533580 ($37,500). The contract will be charged to the following accounts:
25671.533580 $216,581
31661.533580 $216,581
TOTAL $433,162
Future year funding is contingent on Council budget approval.

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Attachment: Attachment B - Staff Report - November 28, 2017 (5383 : Mod 4 - CT #9649 - Harris) 5 of 5
Prepared By: Ivo Nkwenji, Lead Systems Analyst, Information Systems Approved Forwarded to Council
Attachments:

A. November 8, 2005 Staff Report
B. October 2, 2012 Staff Report
C. July 28, 2015 Staff Report
D. Oaks Initiative Form - Northstar

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Attachment: Attachment B - Staff Report - November 28, 2017 (5383 : Mod 4 - CT #9649 - Harris)

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 # ___________________________ re: ___________________________
Steve Morris VP Sales & Marketing
September 14, 2021
[email protected] (613)226-5511 x2157
N. Harris Computer Corporation
Jeff Bender - CEO
None
August 15, 2022 01/31/2023

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Attachment: FY 22-23 Oaks Initiative (Harris Computer Corporation) (5383 : Mod 4 - CT #9649 - Harris)

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

Statement of Work
City of Santa Monica, CA
NorthStar version 6.4 Upgrade
Prepared for:

City of Santa Monica, CA
August 7, 2012
Version 1.1
SOW VALID UNTIL: November 7 , 2012

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

Revision Control
Document Title: Highline Water District – Harris NorthStar – Version 6.4 Upgrade SOW Author: NorthStar Professional Services
File Reference: Highline Water District - Harris Northstar - Version 6.4 Upgrade SOW.Docx Version Date Author Details / Comments
Version 1.0 2012-01-26 ML Whitehead Initial version of the document.

Version 1.1 2012-02-24 ML Whitehead Initial version delivered Version 1.1 2012-08-07 ML Whitehead Re-issue expired quote Version 1.2 2012-10-12 ML Whitehead Payment Milestone revision as per input from CoSM

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

TABLE OF CONTENTS
1 Introduction ...............................................................................................................................4

1.1 Objective .......................................................................................................................................4 2 Service Description.....................................................................................................................5

2.1 Areas within Scope........................................................................................................................5

2.2 Areas Out of Scope........................................................................................................................9 3 Estimated Timeline...................................................................................................................10 4 Change Management Process ...................................................................................................11 5 Fees & Payment Schedule.........................................................................................................12

5.1 Fees.............................................................................................................................................12

5.2 Payment Schedule.......................................................................................................................13

5.3 Travel and Living Expenses..........................................................................................................13 6 Termination .............................................................................................................................13 7 Project Assumptions.................................................................................................................14 8 Document Acceptance and Signoff............................................................................................16 Appendix A - NorthStar v6.4 – Typical Hardware Recommendations .................................................17

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

1 INTRODUCTION
The City of Santa Monica requires an upgrade of their billing system from NorthStar version 6.2.9 to NorthStar v6.4. NorthStar v6.4 is the most recent release of our flagship CIS/billing system and capitalizes on advances in software architecture and development tools.

NorthStar v6.2.9 and NorthStar v6.4 share the same core business logic and leverage the years of investment both the City of Santa Monica and NorthStar have made in your current CIS/billing system.

The billing engine and many of the processes will not be affected by the upgrade. However, significant improvements have been made to NorthStar’s encryption model to bring it up to date with current standards and addresses vulnerabilities in the old design such as where security keys are stored and where the encryption/decryption logic resides. The introduction of the new encryption will require a “conversion” of sensitive data into the encrypted format, the configuration of a new bank file template and thorough testing.

The purpose of this document is to provide information on the features and value of NorthStar v6.4, along with the level of effort associated with the upgrade, for those customers upgrading from NorthStar v6.2.9.

1.1 Objective
This Statement of Work (SOW) defines the work to be performed by NorthStar for the City of Santa Monica CIS NorthStar v6.2.9 to NorthStar v6.4 Upgrade. This SOW includes a high level timeline, fees, and other Terms and Conditions specific to the services requested by the City of Santa Monica.

Changes to this document shall be made through a Change Management Process as described later in this SOW.

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

2 SERVICE DESCRIPTION

2.1 Areas within Scope

2.1.1 Upgrade Scope
The scope of this statement of work is to upgrade the City of Santa Monica CIS NorthStar v6.2.9 to NorthStar v6.4.

No additional NorthStar add-on applications will be implemented as part of the Upgrade Project.

Integration Points that will be ported to the NorthStar v6.4 environment are:
 Radix Meter Reading system
 TeleWorks IVR system
 Hansen Work Orders system
 eCARE Web Portal
 mCARe Paperless Work Orders
 Executive Information System
 eDocs
Integration Points that will not be ported to the NorthStar V6.4 environment are:
 Impromptu Reports*

2.1.2 Upgrade Approach
A NorthStar Project Manager (PM) will be the primary point of contact for the City of Santa Monica on the NorthStar v6.4 Upgrade. The PM has the overall accountability to successfully deliver the Services required for a successful v6.4 Upgrade within agreed upon timeframe and budget. The project team will directly report to the PM and the PM will have the authority and support to manage the project team in the best interest of the project. The PM is also accountable for the following high-level project activities:
 The NorthStar PM will interface with the City of Santa Monica assigned PM.  Conduct regular internal project meetings to ensure that all aspects of the project are understood by the team and that progress and risks are properly reported.  Conduct regular project meetings with the City of Santa Monica.  Review of project status, schedule, risks, resources as well as any other issues that may affect the success the project.

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

The NorthStar v6 Upgrade Methodology that will be leveraged for this engagement consists of 2 main areas: Project Management and Upgrade Delivery Management where each has associated (where applicable):
 Processes / Checklists that define how to operate;
 Deliverables that are formal outputs that require the City of Santa Monica sign-off;  Work Products that are outputs produced as part of the work required to achieve the desired engagement goals; and
 Tools / Assets that are leveraged to produce defined outputs.

The Project Management area defines how Engagements will be managed. It includes:
 Communication/Status Management aimed at establishing internal and external communications as well as monitoring and communicating engagement status and effort spent;  Scope Management aimed at defining and controlling project scope;  Risk Management aimed at planning, mitigating, tracking and monitoring risks;  Deliverable/Acceptance Management aimed at ensuring that expected deliverables are delivered and accepted.

The Upgrade Delivery Management area defines the NorthStar Upgrade Phases and associated work products and deliverables that are part of this engagement. The NorthStar v6 Upgrade Phases are the following:

Upgrade Phases Objectives Key Work Product /
Deliverables (Denoted by
*)
Key Milestones
Upgrade Definition  To Kick-Off engagement
and establish successful
working relationship.
 To clearly define roles
between North Star and
Customer.
 To obtain detailed
agreement on “What” is
to be delivered as part of
the Upgrade effort.
 Current Environment
Assessment Document
 Custom Modifications
Assessment Document
 NorthStar Product
Orientation Session
 To-Be Environment Review
and Recommendation
 Kick-Off Meeting Held
 Project Plan
Reviewed/Updated
Upgrade Preparation and
Construction
 To configure and build
the solution components
& write associated test
scripts.
 Test Scenarios / Cases*
 Go-Live Approach Review
 Custom Modifications
Upgrade Review
 User Acceptance Testing
Detailed Plan
 Base Solution Installed
and Configured (including
add-ons as required)
 Solution Feature / Code
Complete
Upgrade Validation  To move the solution to a
known state of quality
and ready for
 Functional Testing Results
 User Acceptance Test
(UAT) Results
 Accepted Solution

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

Upgrade Phases Objectives Key Work Product /
Deliverables (Denoted by
*)
Key Milestones
deployment.

Upgrade Transition
Readiness
 Ensure Customer
readiness for live in terms
of Solution and new
processes (where
applicable).
 End User Training  End User Testing
Complete (UAT)
Upgrade Go-Live  To move the solution into
a production
environment and
transition support to the
operations team.
 NS 6.4 Upgrade Go Live
Acceptance*
 Solution Live

2.1.3 NorthStar Training Provided
All upgrade activities, including training, to be performed remotely, unless otherwise requested.

NorthStar Product Orientation Session:

The product orientation session is held, via webex sessions, with the Core Users Group as the first stage of the setup portion of the upgrade implementation project. The objective of the orientation session is to introduce the users that been working on the NorthStar 6.2.9 software to the newer version if the product, NorthStar V6.4. There will be time spent on the navigation of the application, as well as a review of the business processes specific to each utility.

NorthStar will include an overview of the new automation platform as part of the standard upgrade training, and if the City of Santa Monica chooses to move forward with implementing the platform there is an additional charge (see Optional Services under Section 5 - Fees & Payment Schedule.

End-User Training:

The End-User Training is held, via webex sessions, with the group of end-users that will be working with the application once it is live. As some of these users will not have taken part in the Product Orientation session, this is the first area of focus for the training sessions. After the orientation is completed, training is targeted to the areas that are specific to the day-to-day work of the end-users attending the training session. Agendas for the training are created in collaboration with the client prior to the training sessions, and may include some of the following topics: Security Setups, User Interface Enhancements, Cashiering and CARe.

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

2.1.4 City of Santa Monica Responsibilities
Following are the key responsibilities of the City of Santa Monica under this agreement:

1. Ensuring that underlying infrastructure for NorthStar v6.4 it is acquired and installed by the required time per agreed upon project plan (Note: Minimum specifications for servers and workstations should be discussed and agreed upon at commencement of project.)

2. Installing server(s) with appropriate network connectivity.

3. Installing operating system and partition disk space.

4. Installing database software.

5. Creating users at the operating system level.

6. Configuring peripheral devices (printers, scanners, cash drawers, etc.).

7. Installing VPN connection.

8. Testing Hardware Components and Environment.

9. Assisting with Upgrade Testing.

10. Conducting User Acceptance Testing.

11. Assist with End-User Training which will be led by NorthStar on an as required basis

12. Lead Go-Live Activities

2.1.5 Engagement Completion Criteria
Engagement is deemed completed once upgraded application has been deployed to the live environment for twenty business days and that any Priority 1 items raised during that period have been resolved.

2.1.6 Service Deliverables Acceptance Process
At acceptance of Go Live on NorthStar v6.4, NorthStar PM will submit formal acceptance sign-off to the City of Santa Monica acknowledging completion of upgrade activity and transition back to Support Services.

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

2.2 Areas Out of Scope
Anything in this section and not listed in the above “Areas within Scope” is considered out of scope for this SOW. Specific items that are currently out of scope of this engagement include:
 Business Process Review
 Additional week of User Training if deemed required above End-User Training  Post Live Refresher Training if deemed required following Go-Live

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

3 ESTIMATED TIMELINE
The estimated duration of this engagement is approximately 3-4 months.

Timeline Phase Activities
Month 1  Customer Preparation
 NorthStar 6.4 Installation
Month 2  Core Team Product Orientation
Month 2/3  Upgrade Validation
 End-User Training
Month 4  Upgrade Go-Live
There are a number of factors to be considered that may have an associated un-planned increase in effort and will therefore impact the project schedule. These factors are typically not determined until project kick-off and will be a key input into the final go-live date. These factors include:
 Custom Modifications:
 Some NorthStar programs will require modification if the database is changing as part of the scope of the upgrade.
 The number of custom modifications that need to be tested will have an impact on the time associated with upgrade validation.
 Data:
 Data clean-up (if required) by the City of Santa Monica  Amount of data – consideration needs to be given to the amount of historical data required and how long it will take to obtain the data.
 Peripherals:
 If the City of Santa Monica has special print handling – paper source, special commands, this will create additional effort.
 An increase or replacement of equipment with the upgrade (i.e. cash drawer).

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

4 CHANGE MANAGEMENT PROCESS
NorthStar will maintain the Statement of Work with formal documentation denoting agreed upon changes. Customer and NorthStar may propose changes to this SOW addressing services falling outside the scope of services described in this SOW (“Change”). The Change Control form must be used for all Change requests. NorthStar shall have no obligation to commence work in connection with any change until the fee and schedule impact of the change is agreed upon in a written Change Control Form signed by the designated representatives from both parties.

Upon a request for a change, NorthStar shall submit the change on our standard Change Control Form describing the change, including the impact of the change on the schedule, fees and expenses. The Change Management Process that will be employed is defined below:
 Identify and document proposed change
 Assess impact of proposed change
 Estimate required effort and cost of proposed change
 Submit Change Control for Approval or Disapproval
 Communicate Change Control Decision
 If Change Control is Approved:
o Assign responsibility
o Monitor and report progress
Within 5 consecutive business days of receipt of the Change Control Form, Customer shall either indicate acceptance or rejection of the proposed change by signing the Change Control Form or any other period of time mutually agreed to by the parties. If NorthStar is advised not to perform the change, then NorthStar shall proceed only with the original services. In the absence of Customer acceptance or rejection of the Change Control, NorthStar will not perform the proposed change.

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

5 FEES & PAYMENT SCHEDULE

5.1 Fees
Version 6.2.9 to v6.4 Upgrade
Description
Estimated
Effort (Hours) Hourly Rate Total
Project Management 60 $150 $9,000
NorthStar 6.4 Installation 24 $150 $3,600
Training and Testing Support 110 $150 $16,500
Go-Live Cut Over 20 $150 $3,000
Upgrade Go-Live Support 80 $150 $12,000
Project Total 294 $44,100
Optional Services:

Onsite Refresher Training – $6,000; plus travel expenses, to be billed as incurred The City of Santa Monica has the option of having 5 days of onsite time with an Application Consultant to perform NorthStar 6.4 training and consulting as part of the upgrade to version 6.4.

Automation Platform: Custom Workflow Rules - $6,000
NorthStar will provide 40 hours of consulting services to assist the City of Santa Monica in reviewing their business processes and data validation to identify areas that would benefit by implementing the automation platform. For example; meter reading validation automatically generating service orders and letters based on user defined variance criteria. This service offering includes identifying the process(es) to be automated, a review of the business process to define the requirements, configuration and testing the rule solution. The complexity of the rules identified will determine the number that can be completed during the allotted time. Additional services can be purchased if desired. *NorthStar Reports Anywhere – To Be Determined
In the event that the City of Santa Monica purchases NorthStar Reports Anywhere as part of the upgrade process, NorthStar services can be purchased to assist with porting existing Cognos Impromptu Reports into the NorthStar embedded reports.

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

5.2 Payment Schedule
The NorthStar fees for the scope of services described in this Statement of Work is $44,100 USD based on fixed price plus any travel and logistics (T&L) which may be required.

The City of Santa Monica will be invoiced based on the following payment schedule:

1. 30% on contract signature

2. 20% on Based Solution Installed within the City of Santa Monica’s non-production environment

3. 20% on End-User-Training Delivered

4. 20% on Go-Live

5. 10% on Engagement Completion
Invoices are payable on a net 30 basis.

Any mutually agreed upon Change Controls will be billed at $150/hr when incurred.

5.3 Travel and Living Expenses
The above mentioned fees do not include any travel and per diem expenses incurred for on-site visits required for this engagement. As referenced in the Service Description (Section 2.1.1); all upgrade activities are to be performed remotely, unless otherwise requested.

In the event that travel is required, the City of Santa Monica shall pay or reimburse travel expenses plus a per diem reasonably incurred in furtherance of NorthStar duties hereunder.

NorthStar agrees to book airfare, car rental and hotel accommodations in accordance with the City of Santa Monica’s corporate travel policy. NorthStar further agrees not to book any travel without the expressly written prior consent from the City of Santa Monica. 6 TERMINATION
Unless NorthStar and/or the City of Santa Monica exercises its right to terminate this SOW due to material breach or default, NorthStar must provide, and the City of Santa Monica must purchase, Services from NorthStar for the items defined within this SOW.

If the City of Santa Monica and/or NorthStar exercises its right to terminate this SOW due to material breach or default, or the City of Santa Monica and/or NorthStar terminates this SOW without cause, The City of Santa Monica’s obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause;

2. Return the Software to NorthStar and certify, under the hand of a duly authorized officer of the Organization, that all copies of the Software or any part thereof, in any form, within the possession or control of the Organization have been returned to NorthStar. (if applicable)

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

3. Complete payment for services performed and expenses incurred prior to termination including:
a. Any amounts previously invoiced but unpaid;
b. Fees for services performed through the termination date which has not been invoiced; and
c. Any approved Travel and Living costs.

NorthStar’s obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause;

2. Refund to the City of Santa Monica any fees that have not been earned under this SOW through the termination date.
7 PROJECT ASSUMPTIONS
The Services, fees and delivery schedule for this engagement are based upon the following assumptions:

1. Any items not explicitly identified within this document are considered out of scope. Any changes to those responsibilities and/or deliverables will be considered a change in scope for the engagement. Any proposed change to the engagement scope must be put into written format and be submitted to NorthStar during this engagement for review and consideration.

2. This engagement currently has, and will continue to have, the support of senior the City of Santa Monica management and will be assigned sufficient priority with respect to other project to ensure its success.

3. City of Santa Monica will assign a lead to act as an internal resource and guide throughout this engagement.

4. City of Santa Monica will secure the appropriate staff in a timely fashion in order to discuss or review the various materials produced when required.

5. City of Santa Monica will provide access and support from the IT group and any other stakeholder, as deemed necessary by NorthStar throughout this engagement.

6. City of Santa Monica agrees to facilitate any required the City of Santa Monica Corporate logistics for the fulfillment of this agreement.

7. City of Santa Monica will provide the appropriate remote access to its network, facilities, and systems as may be required to perform activities from one of NorthStar’s locations. NorthStar shall abide by all rules and directions of the City when accessing the City of Santa Monica’s network, facilities or systems.

8. All documentation provided by the City of Santa Monica shall be up-to-date and accurate or if that is not the case, advise NorthStar as such.

9. All hardware, software, and network components supplied by the City of Santa Monica are working properly and are free of defects and will meet minimum hardware standards provided during the engagement.

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

10. All third-party software and hardware products are assumed to perform correctly in the City of Santa Monica’s environment, in accordance with the appropriate third-party vendor’s specifications.

11. To minimize project costs, majority of project work will be performed at one of the NorthStar’s locations except for project activities such as training where face-to-face is deemed more effective.

12. Price does not include the City of Santa Monica approved Travel and Living expenses that may be required as part of the delivery of the engagement. (i.e. Air, car rental, gas, per diem and hotel) NorthStar will work with the City to identify most cost effective accommodations for the City’s On-Site activities that are mutually agreed upon.

13. Price for this proposal is based upon the City of Santa Monica obtaining all hardware and associated operating/database systems.

14. The number and complexity of the custom modifications included in the City of Santa Monica’s current system must be fully assessed before the project schedule can be finalized as this will affect the effort in the Validation phases. This assessment will take place during the Upgrade Definition phase of the engagement.

15. Final copying of the database and cutover will be performed after business hours.

16. City of Santa Monica data provided will be complete and clean. It is the responsibility of the City to clean data if deemed required due to the identification of inaccurate entries.

17. There are 3 data refreshes included (initial, refresh, final). Any requests for additional data refreshes will be considered at an additional cost/schedule impact to the project.

18. Transition Readiness Phase is one week.

19. City of Santa Monica is responsible for preparing the underlining IT infrastructure (hardware installation, operating system, and network connectivity) and supply the required servers based on the minimum server specifications. This must be in-place per agreed upon project plan.

20. City of Santa Monica is responsible to provide the Testing and Production environment.

21. Any new add-ons (mCARe, eCARe, etc) currently not within the North Star 6.4 environment will be considered at an additional cost and effort.

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

8 DOCUMENT ACCEPTANCE AND SIGNOFF
Accepted on this day by:

City of Santa Monica, CA NorthStar Utilities Solutions
By: ____________________________ By: ______________________________ Name: ___________________________ Name: _____________________________ Title: ___________________________ Title: _____________________________ Date: ___________________________ Date: _____________________________

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

APPENDIX A - NORTHSTAR V6.4 – TYPICAL HARDWARE RECOMMENDATIONS Following are the typical hardware recommendations for NorthStar v6.4. Recommendation may vary based on actual environment.

NorthStar Application & Database Server
Ø Dell Powered edge R710
Ø Recommended Data Storage and Fault Tolerant Infrastructure Ø Server configuration, memory and hard drive specs depend on account and service demand Utility Size No. of Accounts No. of Services Requirements Small 5K - 10K 1
NorthStar Application & Database
Server
· Dual Intel E5540 2.53 GHz
Processors
· 16GB Memory
· 4200GB SAS DRIVE 10k
Medium 10K - 50K 2 NorthStar Application & Database
Server
· Quad Xeon Processor
· 32GB Memory
· 830GB SAS DRIVE 10k
Large 50K+ 2
NorthStar Client Computer
Ø Dual Core CPU (Intel Core2, AMD Phenom…)
Ø 2GB RAM
VMWare
Ø Virtual Servers will need same specs as above
Ø Full physical hardware specs determined on case by case basis with the assistance of Professional Service.

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris)

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Attachment: CT 9469 (Original Contract) (5383 : Mod 4 - CT #9649 - Harris) Santa Monica, City of
1212 Fifth Street, 3rd floor
Santa Monica, CA 90401
USA
Invoice MN00058059A
Description
Ship To
Santa Monica, City of
Ivo C. Nkwenji
1212 Fifth Street, 3rd floor
Santa Monica, CA 90401
USA
Date

SAN08 DELIVERY Receipt
PO Number Customer No. Salesperson ID Shipping Method Payment Terms Ordered Unit Price Ext Price Item Number
8/14/2012
Remit To: Harris Computer Systems
62133 Collections Center Drive
Chicago, IL 60693-0621
Bill to

1.00 NOTE Replacing MN58059 with correct Teleworks Maintenance term US$0.00 US$0.00

1.00 PUBS Northstar Support; Sept 1/2012 - Aug 31/2013 US$20,595.00 US$20,595.00

1.00 PUBS mCARE Support; Sept 1/2012 - Aug 31/2013 US$6,000.00 US$6,000.00

1.00 PUBS Escrow Annual Fee; Sept 1/2012 - Aug 31/2013 US$1,500.00 US$1,500.00

1.00 PUBS GUI (25) Support; Sept 1/2012-Aug 31/2013 US$2,000.00 US$2,000.00

1.00 PUBS Cognos Admin Support; Sept 1/2012- Aug 31/2013 US$319.00 US$319.00

1.00 TELEWORKS MAINT Teleworks Maintenance; Oct 1/12 - Aug 31/13 US$6,689.37 US$6,689.37 Subtotal
Misc
Tax
Freight
Total
US$37,103.37
US$0.00
US$0.00
US$0.00
US$0.00
US$37,103.37
Trade Discount
Invoice Questions? Please call Lisa Ross at 613-226-5511 ext 2192 OR e-mail [email protected]

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Attachment: CT 9649 (Modification 1) (5383 : Mod 4 - CT #9649 - Harris)

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Attachment: CT 9649 (Modification 1) (5383 : Mod 4 - CT #9649 - Harris) SECOND MODIFICATION OF AGREEMENT NO. 9649(CCS)
This Second Modification ofAJ[eement Number 9649 (CCS) ("Second Modification"), entered into as of the~th day of~ 2018, by and between the City of ' Santa Monica, a municipal corporation ("dty"l, and N. Harris Computer Corporation ("Consultant"), is made with reference to the following:

RECITALS
A. On or about January 25, 2006, the City and Consultant entered into a Hardware Purchase and Software J-icense Agreement ("Original License") for the acquisition of a utility billing system entitled NorthStar Customer Information System ("NorthStar") for use by the City.

B. Thereafter, on or about March 5, 2013, the City and Consultant entered into Agreement No. 9649 for Professional Services and to Modify the Original License to Include A Software Upgrade ("2013 Agreement").

C. On or about October 1, 2015, the City and Consultant entered into a First Modification of 2013 Agreement ("First Modification") to include the Miscellaneous Receivables module as an additional Licensed Product and for additional services.

The Original License, 2013 Agreement and First Modification may be referred to collectively herein as "the Agreement."
D. The City and Consultant desire to modify the Agreement to include additional software modules, licenses and related services to migrate to the new version of Consultant's web access portal and to extend the maintenance and support services for an additional five year period, on the terms and conditions set forth herein.

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

1. Additional License and Additional Services. The Agreement shall be modified to include the following:

In addition to the licenses and services set forth in the Original License, 2013 Agreement and First Modification, Consultant shall provide the City with a perpetual nonexclusive license for the use of the CustomerConnect web module and provide professional services and custom modifications required to implement CustomerConnect as more fully set forth in Consultant's Proposal entitled "Statement of Work, Customer Engagement Solution, Customer Connect," dated November 23, 2016 ("CustomerConnect Proposal"). Additionally, 1 5.A.f
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Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris) Consultant shall provide Utilization Review services as more fully set forth in Consultant's Proposal dated March 15, 2017 ("Utilization Review Proposal"). A copy of the CustomerConnect Proposal and Utilization Review Proposal are collectively attached hereto as Exhibit AZ, and incorporated herein by reference. In addition, Consultant will provide an upgrade to the latest NorthStar version.

Additional Modules. The City may seek, at its discretion, additional modules and services consisting of the Automation Platform and mCare version 2.0 as identified in the Budget attached hereto as Exhibit B-2 an~ incorporated herein by reference.

2. Compensation for Additional License and Additional Services. For the Additional Licenses and Additional Services provided to the City, the compensation shall be in accordance with the schedule set forth in Exhibit B-2 in a total amount not to exceed $187, 937 ("Additional License and Service Fees").

3. Additional Maintenance Term and Maintenance Fees for Licensed Products. The City may, at its sole discretion and subject to annual budgetary appropriation, extend the term of the maintenance services for all Licensed Products up to an additional five (5) year period up through August 1, 2022. The maintenance fees for each of the additional five year period are set forth in the Revised Budget attached hereto as Exhibit B-2 and shall not exceed the following:

Period Amount
Year 6 (911/2017- 8131/2018 $43,503
Year 7 (911/2018- 8131/2019) $47,179
Year 8 (911/2019- 8131/2020) $49,537
Year 9 (911/2020- 8131/2021) $52,014
Year 10 (911/2021- 8131/2022) $52,767
Total Maintenance $245,225

4. Total Amount of Compensation. For the Additional License, Additional Services and Additional Maintenance provided pursuant to this Second Modification, the total amount of compensation shall not exceed the amount of $433,162 as set forth in Exhibit B-2. For all licenses and services set forth in the Original License, 2013 Agreement, First Modification and this Second Modification, the total amount of compensation shall not exceed $812,703.

Ill
Ill
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Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris)

5. Except as expressly modified by this Second Modification, all other terms and con· ditions 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.

ATIEST:
t&ru.4J·,Jiad1UJtn

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

CITI OF SANTA MONICA,
City Manager
Consultant:

N. Harris Computer Corporation
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Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris) EXHIBIT A-2

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Packet Pg. 100 Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris) ~ I
NORT.H·I· !TARi
UTILITIES so UTIONS!
Statement of Work
Customer Engag· Jrnent Solution . I . , . .
~ .

Presented to . i
Santa Mbnica !
. : I. ' ; • I • '
Novembe; 23,' 2016 I •
Version:: 1:.1
Unsigned SOW Expiry Oat$: December 31, 2016
!
www.northstarubllties.com ·
I
i' ' i \
; :

I

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Packet Pg. 101 Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris) NORTHISTAR"
Ufll.l!li1$¢1.Ufi'.•U
Revision Control
Document Title: Santa Monica- NorthStar SOW- CuftomerConnect Author: NorthStar Professional Services ·'
I
'customerConne~ SOW- Groton Utilities
Page2

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Packet Pg. 102 Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris) ! ''

NORTHISTAR'
llm.mu $OWT!eU
Table of Contents
1 Introduction ....................................................... .' ........................................................ ,,,;,, ........ .4

1.1 Purpose ........................................................ : ...................................................................... .4 ' 1.2 Project Objectives ................................ ,,,,,,,,,i.. .................................................................... .4 2 Project Scope ................................... ,,,, ............... J ........ ,,,,, ....... ; ................................ ,,,,, ............. 4

2.1 Solution Description ....................... ,, ... • ... ,,,. .. J, .'., ...... , ....... , .:. , , , : ..... , ....... , , , ......... , , , ... , , , , , ......... 5

2.2 Integrations ............................ : ........... : .... · . .' .. J .. ~ ................ J .................................................. 7

2.3" Customer Authentication ............... : .............. 1 •• .' ................. : .................................................. 8

2.4 Technical Platform ........................................ 1 •• .' .................................................................... 8

2.5 Project De live rabies & Milestones ......................................................................................... 9

2.6 Areas Out of Scope ........................................ : .. : ........................................................ , ......... 10 3 Project Management Approach ................... ,,,,,,,,,l..;,,,,,,, ........................................................... 11

3.1 Project Manager ............................ : ............. .1.. .................. , ................................................ 11 3 2 k h I . , . Wor Management Approac ............................................ , ................................................ 11

3.3 Scope Management Approach ............. ' ..... .' .... l ................... : ............................ : ........... ; ........ 11 ' ... I ' 4 Delivery Approach ................................................................... : ................................................ 12

4.1 Implementation Timeline ............... ~ ......... : ... .1 ... , ................. : ................................................ 12

4.2 Validation/Testing Approach ................... ,,,,,,' ... · .................................................................. 13

4.3 Training ................................ : ............................................................................................. 13

4.4 Engagement Completion Criteria ... : ............... : ............................................................... , ... ,.15 5 Fees & Payment Schedule ........ ,,,,,,,, ........ ,,,,,, •.... .1 ••• ,,,, ............................................ ,,,,,, ............ 16 . I 5.2 Payment Schedule ............................................................................................................. 16 I d h , I ' , 5.3 Trave an Ot er Expenses ............................................... ,, ................................................ 17 ' I , 6 Security , , , , ............ , .. ,,, .......... , .. , , ........... , , , , , .. , ....... , .............. , .. , , .J ......... , , , , , , , ........... , , , , , •••••••••••• , , , , 17 7 Assumptions.,,,,,'· ........... ,,, ......... ,, .... ,, .......... ,,,,,, .l .. · ..... ,,,,, ....... ; ................................................ 19 8 Termination and liability .................................... .1 ..................................................................... 21 9 Statement of Work Acceptance and Slgn·off ............................................................................... 22 ' I
Custom~rCo~nect SOW~ Groton Utilities.

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Packet Pg. 103 Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris) 1 INTRODUCTION
Ll Purpose
':I
I
-.
• ' l
I
-;
NORTHISTAR•
UIJUI!U i-01.~1~1
NorthStar is developing a major new release for their CUstomer Connect product, with development taking place through much of 2017 in a series of r~lease cycles. Each release will contain a fully functiona I and supported feature set, with a,Jditional fe'at:ures bring added throughout the development cycle.

Santa Monica has an urgent need for Customer Connect, and as such wishes to initially deploy a smaller ' < I . I functional footprint to their customers. • J '
I
This Statement of Work (SOW) defines the work to be performed by NorthStar Utilities Solutions ("NorthStar"), an unincorporated division of' N
1 • Harris Computer Corporation for Santa Monica to
implement NorthStar's i::ustomerConnect This SOW includes a high level timeline, fees, and other terms and conditions specific to the services requested by Santa Monica.

After signing, changes to this document shall be made- through the Change Management Process described in section 3.3.

1.2 Project Objectives " . __ f
-- -;---
The overall project objective is to provide Santa Monica with a customer engagement solution that will allow their end consumers to securely log in and view, monitor and manage their account information and payments from both desktop and mobile devices.
-1 '
The high level objectives of this project are to: ; jf , ,

1. Install, configure and implemen} the CustomerConnect solution as defined in section 2. These -solutions will be installed on a Santa Monica bremise-based server.-

2. Deliver system training designed to develop c
1 ustomer ~ompetency with the use and configuration of
the CustomerConnect solution.

I 2 PROJECT SCOPE I
The project scope will include: . · 1 l i . _ _

1. Install and configure the CustomerConnect pl~tform with the initial product footprint; '

2. Integrate CustomerConnect with NorthStar, c;1s for customer a_ccount information; (

3. Integrations to 3'' party vendors as described'· in section Integrations 2.2

4. Changes to Bill Print to facilitat~ registratioQ

5. Train Santa Monica staff.
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All work related to CustomerConnect to be performed remotely. '

2.1 Solution Description . . i · .

Section 2.1 describes the anticipated functiomil footprint ~f Cus~ome(Connect at the end of the currently planned development cycle. While Sant~ Monic?1
'Yi!l ~~~e access to\thi~ full suite of functionality once released, the deployment project will be carried) out; with an early release. Any feature not included in this deployment is indicated with an asterisk V). I ' I ) . 1 • •
Broadly speaking the following CustomerConnect functionality will be installed and configured as part of . ' ' the scope this engagement:
o Register/Login and Manage Profile (update mailing address, phone, email etc .. } ' . o View Bill
o Pay Bill
o Administer Users I
NorthStar will deploy two instances of the i::ustomerC:onnect platform and' applications in the Santa Monica ' environment: one Test instance and one Primary Production instance.

2.1.1 CustomerConnect Functionality
The CustomerConnect is built on DDN an administrativd framework thatthe entire suite will work from.

This is where the users will be administered and will naJe the ability to ,.;,anage their profiles.

List of Features: . '
'i

2.1.1.1 Administration Portal
•
•
Administration of users
o Create Delete/Unlock Customer Portall!Jsers
!
o Create CSR and Administrator. Users ,
' Configure password policy . . , .· I 1 !
• . Configure customizable text (i.e. disclaimers,!welcbme messages) presented to users • • : . ! ' ;
Manage Appearance of CustomerConne.ct Pages ; .
o Customize the appearance by modifyind colors and default presentation formats 0 0
0 Add logo and custom Images for use in lib'rary and banner sections Customize the Titles on Navigation Men'us
Customize the Marketing Footer includiAg addition of certain social media links

2.1.1.2 Account Management
• View and Manage Account Information .',
0 0
0 Registration of new residential accounts
Update Password I
Update Email Address
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. , .I ... o View Account Sumrrary information :
o View. Service lnfor~ation includir\~ meter id
o View additional accounts for cust6mers with multiple accounts I . . ' . i

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2.1.1.3 Billing
A continuation of NorthStar's customer portal thi~ functionality builds upon the relationship betWeen the utility and its customer. This includes functionality related to billing and general account management and will allow the utility to take pa~ments fro in its customer and for its customer to analyze his/her bill over.time. i :1 ' 1
•
List of Features :1
I
• Display History Information 1
•
o Balance/Payment Transactions
o View Transactions Summary
o View reports
• Balance History Report 1 ·
i .
• Billing Histqry Report
• Meter Reading History ·Report
View Billing Information I
o View Billing Summary !
o Bill Presentment Options: , .
• View default web bill rendered within CustomerConnect I • Default web bill (~TML) uses bill print setups in NorthStar CIS and retrieves information from the meter reads, bill sections, account F : 1 ,·· ; bal.ances. The1HTML web bill solution will present the critical bill print .set~ps and bill se:ction info(mation however it will not be the same as actual printed bil!s.
• Archived PDF Bills. Custo!nerConnect will display saved individual pdf bills from the customer network drjve as long as the following criteria is met:
• CIS retrieves bills! by ~ccount/occupant/bill date
• 8·digit acct., 2-digit ace. as account directory
• 8-d1igit acct., 2-(!i~it ~cc. , bill date as pdf file name I ' ., . . ' • View PDF bill from 3rd Ra(ty·Bill Print providers (Custom integration is required) ; l j o · Manage Payment Related Information I . • Make Payment from CustomerConnect using one of NorthStar Utilities preferred online paymenf paftners
• Make Payment from CustomerConnect registration page without logging in. o E-Billing I
• Subscribe to e-billing
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2.1.1.4 Service Orders• j
ServiceConnect builds upon the functionality pr~senL • ih NorthSta~s CIS, complete with the ability to create and manage service orders and general utility 'ac~ount management.

List of features:

I
i
• Administration of Service Order Setup , ' '
o Define service orders that can be vie~ed by end users . . I • . o Define service orders that can be created by end users • Administration of Service Order Transfer : I , i
o Validate service orders submiited I by! erd users '
o Edit/Remove service orders submitted, by end users I 1. I o View/Search service orders
o Transfer Payments for Processing (Optional -third party vendor) • End users are enabled to
o Create service orders
o View service orders
o Print service orders reports

2.2 Integrations
CustomerConnect has the unique ability to pull data as ~eeded from external sources, rather than storing the data locally. This is accomplished through a r\umber of different methods, all of which ensure that data replication does not need to take place, and t~at customers 'do not have to wait for current information because of a sync process that has not occJrred. .

The following integration points are included in the s~oJe,ofthis project:. . . I

2.2.1.1' Integration to the Billing Data
To ensure that the customer is presented with their most up to date and historical billing information, . I CustomerConnect integrates directly to the NorthStar CIS for billing data. This integration is also completed through the use of web services and creates a logical separation from CustomerConnect and the NorthStar CIS to ensure that security concerns are cbnsidered and respected.

2.2.1.2 Integration with Bill Print Viewer I : . For this implementation it has been identified .that the default web bill rendered within CustomerConnect would be implemented for Santa Monica. The default web bill (HTML) uses bill print setups in NS CIS and retrieves information from the meter reads, bill sections, account balances. The HTML web bill solution . . I will present the critical bill print setups and bill section information however it will not be the same as actual printed bill formats.

I
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2.2.1.3 Integration with Online Payment Provl~er Partner With one of our preferred payment providers, the CustomerConnect online integration will assist Santa Monica with being in a position to ;lCCept credi.t cards and .electronic checks quickly and securely. Santa Monica's online payment processor is Paymentusi and so for this implementation, CustomerConnect will interface with Paymentus to offe~ o
1 nline payme.n1 trans~ctions ..

2.2.1.4 Integration to the Servrce Order Data• . · '
To ensure that the customer is presented with their most up to date service requests and service request . I . tracking, CustomerConnect integrates directly 1to· the NprthStar CIS for service request data. This integration is also completed through the use .pf web services and creates a logical separation from CustomerConnect and the NorthStar CIS to ensury that security concerns are considered and respected.

I 2.3 Customer Authentication 1 .. . j ' ' ., .

As part of the transition from the eCARe solution;1to CustomerConnect solution, end consumer users who are already registered in eCARe will·have the oppqrtunity to. re-register in CustomerConnect using a more streamlined registration process and will only have to enter minimal information like answering security questions, resetting with a more secure password and confirming stored information.

User registration for new users implements a layer of verification with the NorthStar CIS to ensure that . I the customer is indeed who they say they are. This process verifies a value from the customer's bill. Once registered and authenticated, the consumer willl"ve:a~cess to the CustomerConnect system.

2.4 ·Technical Platform '

2.4.1 Recommended Hardware
CustomerConnect recommends two installation environments, a test instance.and a production instance.

All environments can be run within a virtual co~figuration.so long as the adequate number of physical resources are allocated appropriately to the virtual rrachine .. ' ! I I '. : . . In all cases, the database environment recommended 'is MS SQL Server and this will be installed and configured as part of the imple~entation proces1s. In addition, the application server is Apache Tomcat 6+; it too, will be installed and configured as part 'of the implementation process. . ' ' The production environment will require the purchase of .a certificate from a central authority (CA) to ensure that the application can be configured for'use on a secure port for SSL.

2.4.2 Test Environment Speclficat(ons
Component Specification'
Processor 2 or more 'Quad-Core Intel• Xeon• 2.00GHz processors, 2x4MB L2 Cache (or larger), 1333MHz Front Side Bus (or faster) Memory. 16GB DDR2 400MHz ) I . .

Dual Ranked DIMMs (br}better and upgradeable)
. I . .
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Stora~e - ==-=-- soo_GB= . ----~- -, --+----- . -- --,====-~ _Network ~~~ess . --~uallGB network cards -.•.: lJ :. . . i . •_. ____ ·---·------·- Ope. rating System Microsoft Wind. ows S~r~ec 2. 008 ,6~-bit (Stanp __ ar~ Edition) ____ -. _ Other Backup software and hardware; Vtrus protectton software ~--- . . . . . r~~ ~· . . --------· ---- 2.4.2;1 Production Environment Specifications __
. Component Specification . . ...:._"..___:_ __________ , _________ , ___ . ---- . t--'-;-' _______ __:___.;,_-__ ,,_,,,_ ________________ , _____________ , __ Processor 2 or more Quad-Core Intel® X~on., 2.00GHz processors, 2x4MB l2 Cache (or larger), 13'33MHz Front Side Bus (or faster) Memory 32GB DpR2 400MHz : . , . , ._,·, I ; • . •
~~g-e_____ ~~~IGRBanked. DIMMs_(~Thd upgrade~~------C-~-.----•- N_E!~work Access ____ D.ual _1GB network cards, : .. · ; . . . : . , .· · -c----1 Operating System Microsoft Windows Server 2008 64-bit (Standard Edition) Other --------~~s~ck_upsoft1JI'ar~_<md h~rdwarE!. Yiru~ pr~tectlon software ____ _

2.5 . . . . . . •..... . . . ' I , Project Dellverables & Milestones.

The following deliverables, milestones and work products are included in this project, where deliverables are items created during the engagement that may require formal review and approval by the customer, and work products are items created during the engag~ment that are reviewed by the customer but cjo not require formal approval by the customer. · . . ·• j , ; · . 2.5.1 Deliverables and Milestones • · The following list identifies the key deliverabl~s and mil_ siones associated with this project: . o Project Kick-Off Meeting - including Functionality Review, Hardware Review and review of 0 0
0 0
. 2.5.2
Statement of Work
f
CustomerConnect Platform Software Installation
Software Integration as described in ~he, pre,ce~ing section Software Configuration
Software Functional User Training
Work Products
The following list identifies the key work products associated with this project:
o Project Plan ' )· .

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o Deployment and Delivery Checklist
o Training and Testing Plan Guides
o Configuration Management Document ·
i
o CustomerConnect Test Cases

2.6 Areas Out of Scope
Anything not listed in the above "Project Scope" is considered out of scope for this SOW. •
..
•
•
•
•
•
•
•
. . ' I .

Single Sign-on Authentication with another web portal
Training documentation ' '.'.· ·.1 ' . : · l ' . I
Net-Metering display of received and delivered interval data Customers with multiple accounts signingl up for eBilling- Customers with multiple accounts will have to call the Utility to setup the ebillink service. There is a notification message. in ' CustomerConnect
Data migration of usernames/passwords from legacy web portals .

Supporting 3'' party integration of the Cu~tomerConnect login screen Display of 15 minute interval data in CusibmerCon~ect
Database maintenance andlbackups (As Jart of the CCimplementation, the CCteam will work : , . I :
with the customer to ensure that they widerstand what the requirements are for backup and frequency of backups) ! . I
'Go-Live' cutover taking place on week'ends.(lf the ·customer requires a go-live on a week-end or weekday evening outside of business hours, a change order for the overtime work may be required) · ' ' J . :
• NorthStar Test/ Production environment~ - upgrades/MR releases (If a NS hot patch is required ' ~ l ' .
and is related to the CC imp1ementatio~, [he .~(,implementation team will manage this activity as part of scope. If the Customer is looking for~ Jull MR installation or such, they will need to work with Support Services:) ·I
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3 PROJECT MANAGEMENTAPPROACH

3.1 Project Manager .. · \
Project Management services ar~ included in ;his: engagl~ent. These services include:
• Facilitating regular (weekly) status meetings'•and submitting action item lists as agreed upon with Santa Monica.
·• Management and coordination of NorthStar's' resources; and • Management of project scope and change contr61 processes.

3.2 Work Management Approach . I
The NorthStar eSupport application will be used to track Jkoject issues such as software deficiencies and other lower level action items. The entire projecheam from both NdrthStar and Santa Monica will have I, ' \ : ' access to eSupport.

3.3 Scope Management Approach
NorthStar will maintain the SOW for the CustomerConnect product with formal documentation denoting the agreed upon deliverables and scope. Santa Monic~ and/or NorthStar may propose changes to this.

SOW to address services that fall outside the scope of selvices described in this SOW ("change requests").

The Change Order form must'be used for all change /equests. NorthStar shall have no obligation to commence work in connection with any change Jntil thJ:fee and scheifule impact of the change is agreed upon in a written Change Order form signed by the dksi~n~ted repres~ntatives from both parties.

I . . . Upon a request for a change, NorthStar shall submit the change on our standard Change Order form describing the change, including the impact oft he chang~ on the schedule, fees and expenses. The Change Management Process that will be employed is defined below: . i o Identify and document proposed change I . o Assess impact of proposed change : . / ; o Estimate required effort/ cost of proposed·i::hange : .. I . o Submit Change Order for Approval I Disapproval, o Communicate Change Order Decision · I
o If Proposed Change is Approved:
• Assign responsibility !
• Monitor and report progress , i
Within five consecutive busine~s days of recei~t ,ofthe !change Orde~i form (or any other period of time mutually agreed to by the part1es) Customer wlllinot;unreasonably Withhold approval of a change order.

Santa Monica shall either indicate acceptance or 'rejecti6n' of the propbs~d change by signing the Change Order form. If NorthStar is advised not to perf~rm the c~ange, then NbrthStar shall proceed only with the original services. In the absence of Santa Monica acc~ptance or rejection of the Change Order form, NorthStar will not perform the proposed change.

CustomerCo~nect SOW 1 Groton Utilities

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4 DELIVERY APPROACH! <I
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I 4.1 ImplementationTirneline. · 1
':t
' The estimated duration of this engagement will!be determined at the conclusion of the configuration requirements gathering review session and when we have a clear understanding of the requirements.

There a're a number of factors to be considered that may have an associated un-planned increase in effort and will therefore impact the project schedule ~n~ costs. T~ese factors are typically not determined until project kick-off and will be a key ,input into the final :go-live date and may result in additional cost. , , : ·I . ,. , NorthStar will notify Santa Monica of any increase in effort and will provide Santa Monica with a Change Order according to Section 3.3. 1 ' ·1
This timeline assumes the IT environment is availa,ble for the installation and configuration of the solution . .

ProjeCt
M<inager
• Santa Monica
Project
Man·ager
• NorthSW
i~~~i~~~t~:~:~;.~~f·t,:;s:~~~~~[~~.t:~o·Santa · Functional ·:·: Cori'suJt;;~nt

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Santa Monica
Core Team
4;2 Validation/Testing Approach · . . .

To ensure that a quality solution is delivered to Santa ~onica, NorthStar will validate that the delivered solution performs as per the agreed upon requirements., The three rn,aintesting activities are: . • Unit Testing to ensure that the solution behaves as expected from system to systein based on the interface/integration work. I •
• Functional Testing to ensure that the solution (configuration, interfaces and reports) behaves per agreed upon requirements based on the SOW. •
i
• User Acceptance Testing to ensure that Santa Moni1
ca validates that the solution behaves as per the
agreed upon requirements based on the Test Case Scenarios.

4.3 Training
The objective of the training sessions are to ensure that'the Santa Monica staff that will be using and supporting the CustomerConnect solution have been t(ained on the software and are familiar with the aspects of the solution that are pertinent to tl)eir role. I ' . , NorthStar recommends that CustomerConnect traimng mainly be provided to Customer Service Representatives (CSRs) who will be taking calls by. the utility customers as well as to individuals who will be called upon to administer the CustomerConnect solution. . I CustomerConnect SOW i Groton Utilities
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The following training sessions will be provided ito SantaiMonica• as part of this engagement:

CustomerConnect Overview Training Session: , ·1 . . ' : · • The CustomerConnect Overview Trainingjis held with the core user team at the beginning of the project kick-off phase. The objective oftlw overview session is to introduce the users to the CustomerConnect application who may not have had the opportunity to see the application and/or to users who need a refresher session; As part of the session we provide a walk-through of the basic functionaliW to: assist with ~dderstanding the CustomerConnect solution and to. : I . I -' ' guide discussions during;the solution configurati'on phase .. . I . .· . I
CustomerConnect Solution Administrator Workshop- Training Session:
• One workshop session will be provided: 3'5 hours.
•
•
•
User Management process, such as add, remove/update or search a customer/admin/CSR user account. I . i . '
Customize the appearance (e.g. backgrou.rd .colors, text fonts, images) of various sections of the CustomerConnect pages; 1 • · ' • •
Customize the content that appears ontqe CustomerConnect footer and specify the export· format(s) that are available to Customer~onnect users.

CustomerConnect Functional Training Session .
• ·One Training session will be provided: 2-3 hours. i . • The training sessions will prepare the tes1ing team for user/acceptance testing and is conducted in a Train-the-Trainer format ' 1 •
• Review CRS functionality to, search and vi~w customer account information in .· I . •
•
•
•
CustomerConnect. I
i
VIew customer's information and effectively resolve customer queries (Information covered will be based on included modules).

Review the customer registration process
Review the process to help ',customers r,ed.et 'theif User ID/ Password . I : ~' I Walk through various Cust~merConnect ~creens: so as to teach CustomerConnect usage to end customer. l
CustomerConnect CSR Training Session
• Two 2-3 hour sessions (Note: This is to.typically accommodate resource availability), ' i •
•
This training session forma~ and material ;coyered is similar to the Functional Training session but will be available to awider CSR audience. near the 'go-live' phase.

Review CRSfunctionality•to
1 search and tiJw 'customer account information in CustomerConnect.

I i I i
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View customer's information and effectively res1olve customer queries (Information covered will be based on included modules). l' ·i
Review the customer registration process, ' 1
Review the process to help customers reset their User ID/ Password . , , I Walk through various CustomerConnect screens so as to teach CustomerConnect usage to end

4.4 Engagement Completion Criteria!
i
Engagement is deemed completed once all CustomerCo1nnect Platform, functionality within the scope of this SOW have been deployed to the Production; Envirdnment for a period of 20 business days and any Priority 1 items (as defined in the following table) :raised :during that pe'riod have been resolved. NorthStar has the exclusive rights to classify ca II types according to the definitions below.

Prioi'iW 2- Medium Priority
PriOrity 3- Low PriOrity
•
•
•
•
•
•
•
•
I
Performane<• ;.,;~e~ofsever·e natUre fmpactirigcritical proCesses:

WoikaroJrids;
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nnp:r~:~~~~:3~l~~:~·~~~~~nattcritical: rlot'iinpa~ingcritical processes· •
• .WorkStation 1 1 issues·(Workstationspecific)
Minimal. or no irripact to <:ritical. business functiOn RepOrt. foi"mattl(l1
g i~sues
TralOirig q·u.e;tiohs}howt.Q,· or imf)len]entlng riew proces.ses Aesth.~ii:Ci~~-Jes (- !- ! > . • ; ·lssues:~ithp~rkhrJu(ldsfor Jarge!ma)()rityof. ~ccounts Recom~~~tl.~tlO~s tor enhancemlnts on system changes Ques tf~O s orl ido~~A, entation
•
• . - . I .

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S FEES& PAYMENTSCHEDULE
The fees for the Software, Professional Services and Maintenance & Support Services defined within this statement of work are based on fixed price and exclude any travel and logistics (T&L) expenses that may be required.

The following Matrix summarizes t~e Project and Maintenance fees:

5.1.1 Price Summary
• Installation Services
• Project Management
• Configuration and Integration Services
• Workshop -Training
• Go-Live and Go-Live Support Services
• Annual Maintenance Total- eCARe upcharge m,aintenanc~

5.2 Payment Schedule l
• j . Santa Monica will be invoiced base9 on the follpying payment schedule:

I

5.2.1 Licenses j

1. 50% on SOW signing i

2. 50% on installation of CustomerConnect, software in the customer environment, non-production or production server. . i
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5.2.2 Professional Services

1. 25% on SOW signing

2. 25% on installation of CustomerConnect software in the customer environment on a non- ' production server.

3. . 25% on Delivery of CustomerConnecl' Function~ I CSR Training

4. 15% on move to production environment I ,

5. 10% on Engagement Completion as defined In "Engagement C::ompletion Criteria" i . . i . I

5.2.3 Annual Fee

1. The annual maintenance fees will start on installation of CustomerConnect Software in the customer environment, non-production server.·
Invoices are payable on a net 30 basis. .
'
. . I
Any mutually agreed upon Change Controls will be billed at USD $200/hr .when incurred. . I . . 5.3 Traveland Other Expenses j In addition to the fees outlined above, Santa Monica will be billed for all reasonable expenses. Direct costs, including but not limited to travel, meals and accommodation, will be charged as incurred. Travel time will be billed at $75 per hour. \
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6 SECURITY
I
All information technology equipment, applic~tions and/or services provided by Vendor forthis project will be subject to third-party security vulnerability testing prior to deployment in the City of Groton/Santa Monica' (CoG/GU) production environment .. The COG/GU reserves the right to select the third-party security vulnerability testing firm of their own choosink and assumes responsibility for payment of the. testing services to the third party. The industry standafd~ used for the testing may include, but are not limited to, International Organization for Standardization (ISO) and1 1 the International Electrotechnical
Commission (IE C) standard 27002:2005, the ~ationa'l l~siitute of Stahdards and Technology (NIST), the National Security Agency (NSA), and the Open Web ~pplication Security Project (OWASP) guidelines.

Additional standards may also be used if appropriate bas~d on the nature and scope of the vendor project.

Identified vulnerabilities will be prioritized by the third'party based on the Payment Card Industry (PCI) severity system and scored using the Common Vulnerability Scoring System (CVSS) or other threat rating ' . system mutually agreed upon between the COG/GU and the third-party firm.

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Upon completion, written results of the security vulnerability testing will be provided to Vendor via secured communication means, along with the, COG/GU remediation requirements. The Vendor shall, in conjunction with the COG/GU Information Security Officer, <:letermine a security vulnerability remediation plan. Any remediation work performed by the vendor ~iiJ be subject to re-test by the third-party firm to ensure that the identified vulnerabi.lities have b<!~n ;successfully resolved. Should the vendor be unable to remediate identified vulnerabilities for whate~er reason, the COG/GU reserves the right, at its so'le discretion, to accept or reject the; placement of the Vendor-provided technology into its production ' . environment. , I . CustomerConne SOW - 1 Groton Utilities ' ' I '

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7 ASSUMPTIONS l
The Services, fees and delivery schedule for this engager;nent are based upon the following assumptions:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Any items not explicitly identified within this document are considered out otscope. Any changes to those responsibilities and/or deliverables will be c~nsidered a change in scope for the engagement.

Any proposed change to the engagement scope mu~t be put into written format and be submitted to NorthStar during this engagement for reviewj a~~ cdn~ideration. i , · .

This engagement currently ,has, and will c~ntirluei ~o have, thJ s~pport of senior Santa Monica management and will be assigned sufficient priority with respect to other project to ensure Its success.

I
Santa Monica will assign a lead to act as ah internal 'resource and guide throughout this engagement .

Santa Monica will secure the appropriate· staff in aJ timely fashion in· order to discuss or review the various materials produced when required. !
!
Santa Monica will provide access and support ,from the :IT group and any other stakeholder, asdeemed· necessary by NorthStar throughout this engagement. · i .

Santa Monica agrees to facilitate any required S~ntJ Monica Corporate logistics for the fulfillment of this agreement. I . ·
Santa Monica will secure, as required and in a timely fashion, the assistance and cooperation of Third Party Vendors (e.g. CIS, AMI, Payment, Bill View) to ensure a successful CustomerConnect Implementation. A change control may be created! if the Third Party Vendor is unavailable or noncooperative and as such results in an impact to the schedule or effort.

Third Party Vendors Solutions are able to provide! information ~equired by the CustomerConnect Solution as well as accept information provided·by the CustomerConnect Solution.

All documentation provided by Santa M~nica shall I be up-to-date and accurate or if that is not the case, advise NorthStar as such.

All hardware, software, and network components supplied by Santa Monica are working properly and , I : . are free of defects and will meet minimum hardware standards provided during the engagement.

To minimize project costs, the majority of project lork will be performed at one of the NorthStar's locations except for project activities where facectolface is deemed more effective.

Santa Monica will provide the appropriate re~ot~ alcessto its net,work, facilities, and systems as may . I be required to perform activities from one of NorthStar's locations. NorthStar shall abide by all rules I and directions of Santa Monica when accessing the Customer's network, facilities or systems.

Price does not include Santa Monica approved Travel and living expenses that may be required as part of the delivery of the engagement unless spedfied in the contract. (i.e. Air, car rental, gas, per diem and hotel). NorthStar will work with S~nta Monica 'to identify most cost effective accommodations for Santa Monica on-site activities! that are mutually agreed upon.

Upon deployment of the custom modificatio:ns orihterfaces intoi NorthStar TEST, Santa Monica will have thirty (30) calendar days for acceptance testi~g,j' during which time, issues reported within the 30 days will be resolved at no charge provided they·~r~ part ofthe1 original scope of work. At that time
' I
CustomerConnect SOW~ Groton Utilities

5.A.f
Packet Pg. 119 Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris) •
•
. I . . ~~.~.r.~,~~~-
~
the custom modification or interface will be promoted to the production environment on agreement from 1 ·I . All changes. or issues reported after 30 days from when the custom modification or interface is I delivered will be considered billable, unless: a prior arrangement or extension to the acceptance period is made. If the testing period extends 'past 30 calendar days there will be an additional charge to move the modification or interface into, Production ·unless a prior arrangement or extension has been agreed upon. . ·' I · · . . Santa Monica resources will :belavailable as rrquired for User Acceptance Testing. It is expected that the individuals identified will ha,ve experience! in the 'day-to-day operations and will work closely with the NorthStar Consultant to resolve issues as required. The main purpose for this interaction is to I
provide a quick and consistent response to:procedural issues so that the NorthStar Consultant is not required to contact a large number of Users. 1
:.
• Santa Monica will make an existing SQL Server database available, purchase a license or use the NorthStar database to host the DNN schema.:

I
I
CustomerConnect SOW- Groton Utilities
I, Page 20
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Packet Pg. 120 Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris) NORTHISTAR"
VTIUTIU 50Wll0\l
8 TERMINATION AND LIABILITY
Unless NorthStar and/or Santa Monica exercises its right to terminate this SOW due to material breach or default, NorthStar must provide, and Santa Monica must purchase, services from NorthStar for the items defined within this SOW. I
If Santa Monica and/or NorthStar exercises its right' td terminate t~is SOW due to material breach or default, or Customer and/or NorthStar terminate~· this S~W without cause, Customer's obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause;

2. Return the software to NorthStar .and certify, under the hand ofa duly authorized officer of the Organization, that all copies ofthe.software or any part thereof, in any form, within the possession or control of the Organization hdve been returned to NorthStar. {if applicable)

3. Complete payment for services performed Jnd expenses incurred prior to termination including: ~ · J I
a. Any amounts previously invoiced b t unpaid; '
b. Fees for licenses and professional s~rvices performed through the termination date which have not been invoiced; and '
c. Any approved Travel and Living costs.
'
NorthStar's obligation includes the following: :

1. Provide notice of 10 calendar days for teimihation without cause;

2. Refund to Santa Monica any fees for profes~ional services' for work not completed at the termination date. 1
Under no circumstances shall NorthStar be liable for any special, indirect, consequential, punitive or incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure or malfunction, loss of data or any other damages or los'ses in connection with this statement of work, even if NorthStar has been advised of the possibility of Juch damages. in any event, NorthStar shall not be liable to pay any amount, in the aggregate,. that is gr~ater than the!fees received by NorthStar under this statement of work.

CustomerConnect SOW -7 Groton Utilities

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Packet Pg. 121 Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris) . . . . I HORTHISTAR"
Ullli11U$01..UTtelo:J
~ - ' . ::- .;: ' ·:- < :' ·: ·-
9 STATEMENTOFWORKACCEPTANCEANOSIGNOFF . . . . I .

A signature below will signify acceptance of the terms of this Statement ,, of Work and will serve as authorization to proceed with the activities described herein. '
Please sign and return this doc.ument by email fO.,Mac Campbell at [email protected] i
Santa .Monica Signing Authority
Print Name Signature Date
CustomerConneSt SOW- Groton Utilities

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Packet Pg. 122 Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris) NORTHISTAR·
UTILITIES SOLUTIONS www.northstarutilltles.com
Date:

I
Supp'ort Call:

Customer:

March 15, 2017 ;
City of Santa Monica
lvo Nkwenji
Department: '
N/A
NS-PS
Attention: Fixed Price: $18,900*
I
*This price does not include travel time, & expenses which will be billed as incurred. i Services Description: The City of Santa Monica (Santa Monica) has requested a Utilization Review of I , ' the NorthStar CIS. The objective of the Utilization Review is to assess the Utility's current business processes, custom modifications and interfaces ~e~o:elobed for the Utility, and identify areas where process change, reporting, automation, new add-oris dr integration~ could be implemented to · maximize both software and resource utilization. This!session will involve power users and/or managers working through the identified processes an~ documenting opportunities for improvement.

Scope of Work:
•
•
•
I
5 days on site Utilization Review with the NorthStar Business Consultant . , I , , . o During the onsite review the NorthStar Business Consultant will work with Subject Matter Experts (SME) from each functibnal area reviewing current resourcing, I . responsibilities and business processes.i Each will be documented and discussed in detail to allow for further evaluation and efficiency improvement recommendation.

Efficiency recommendations may comejin the form of process improvement, automation, configuration, report development, integration or modification development or task reallocation betwJen functional:area. · Creat~Utilization Review Document det~ilin~ rJcommended hrocess improvements and potential automation opportunities I
o The Utilization Review Docurnent details the information gathered during the onsite review. Recommendations are fully documented under each. functional area, and an Executive Summary is provided which s~rves to identify the items which will have the greatest value for the Utility. · l
Utilization Review Follow Up tall.to discJss.det iled recomm~ndations o Upon review of the delivered .UtilizatiJ Review Document, the NorthStar Business Consultant will conduct a foll6w up call to discuss the document and the recommended changes. The Consultant will. assist in ~etermining what changes the Utility wHI implement and discuss timelines around such implementation. NorthStar will provide estimates for providing subsequent traihing, additional automation programming,

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Packet Pg. 123 Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris) NORTHISTAR"
VTILITJES SOLUTIONS www.northstarutilities.com
Approach:
modification and integration de·v·[llopment; r~port development and configuration assistance, where applicable : . : ,
':. '' ·,
; . . . I .
~!
•
Work will be scheduled upon receipt of this signed document. Should additional time be required to complete this project at any time, you '«ill be notified and asked for your approval in advance of NorthStar completing the incremental work.

Assumptions: . .
• Santa Monica to ensure the appropriate ~taff is available to work with NorthS~ar resources while onsite. It is expected that the individuals identified will have experience in the day-to-day ; . operations and will work closely with the consultants to resolve issues, requests or questions as required.

I • Quote is based on a standard 8 hour work day. If there are any changes to the hours required, scope or our understanding of the scope, the price is subject to change. ! I
• Additional follow up or support for onsite activities 'once site visit is complete to be billed as ; incurred.
• The consultant will work on Santa Monica premises and will have ready access to appropriate personnel in the user departments and:to the technical documentation associated with the systems. · ·. \ ·
Acceptance Terms: . ··1 . ; . i . . .

The work contained within this document is deemed completed and accepted once onsite activity is completed and the Utilzation Review document ~as been received by the customer.

Note: Any items requiring support following acceptance of this work should be Jogged through the Support Desk.

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Packet Pg. 124 Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris) I
I
NORTHjSTAR"
UTILITIES SOLUTIONS www.northstarutillties.com
This is a fixed price quote of $18,900 based on the scope described above. An additional amount equal of 5% of the total fees billed have been included in the fee charged to cover technology, communication and administrative costs. If there are material changes t'o the scope or our understanding of the scope, ' I the price is subject to change. 1
'
Any additional scope will be charged at a rate.of $200/hlr.

Price excludes any applicable taxes. · ' I
!
Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and would need to be reassessed and re-quoted if still required. *In addition to the. fees outlined above the Santa Monica will be billed for all reasonable expenses.

Direct costs, including but not limited to travel, meals ·a~d accommodation, will be charged as incurred.

Travel time will be billed at $75.00 per hour.

Payment Terms:

This quotation will require a 50% deposit on signing, before any work will begin. Payment milestones to ·. be invoiced as follows:
•
•
•
50% on contract signature I
35% on delivery of on site Utilization Rev,i~w, I , 15% on delivery of Utilization Review Documenlt , Invoices are payable upon receipt. I
Termination:

Unless NorthStar and/or the Santa Monica exercises its "right to terminate this quote due to material . I breach or default, NorthStar must provide, and Santa Monica must purchase, services from NorthStar for the items defined within this quote.

If Santa Monica and/or NorthStar exercises its right to terminate this quote due to material breach or default, or Santa Monica /or NorthStar terminates this c\uote without cause, Santa Monica's obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause;

2. Return the Software to NorthStar.and certify, .under the hand of a duly authorized officer of the Organization, that all copies of the SoftWare or any part thereof, in any form, within the possession or control of the Organization nAve been.retuined to NorthStar. {if applicable}

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Packet Pg. 125 Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris) NORTHISTAR"
UTILITIES SQLVTION$ ·www.northstarutllltles.com

3. Complete payment for services pe~o rmed and ~xpenses incurred prior to termination including:: ·• I. ; : ; ·
a. Any amounts previously inyojced but unpaid;
b. Fees for services performed through the termination date which has not been invoiced; and I . c. Any approved Travel and Living costs.

NorthStar's obligation includes the following::

1. Provide notice of 10 calendar days for termination without cause;

2. Refund to Santa Monica any fees that have not been earned under this quote through the termination date. 1 , ·1 . , . .

Under no circumstances shall NorthStar be liable'for any special, indirect, consequential, punitive or incidental damages of any kind and shall not be li~ble for loss of profits, works stoppage, system failure or malfunction, loss of data or any other damages or Josses·in connection with this statement of wo;k, even if NorthStar has been advised of the possibility of such damages. In any event, NorthStar shall not be liable to pay any amount, in the aggregate, that is greater than the fees received by NorthStar under this statement of work.

Acceptance:

A signature below will serve as authorization to p:roceed with this quotation. Please sign and return this document by email to: Mac Campbell at mcampb,[email protected] o Approval to Proceed
'
should be directing Technical Issues. ; ,
Please provide both an authorized signature for sign off on this qyotation, and a iechnical contact where we Print Name (Authorized signature) Signature Date
I
.

Name (Technical Contact) e-mail I Phone Number
o Declined
1 If you do not wish to proceed with this work, ple~se check one of the boxes below by way of an I explanation, and we will update our records accordingly. o No longer required
o Insufficient funds at this time
o Work c,ompleted.internally
o Cost is •prohibitive . I
o Work around created
o Other

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Packet Pg. 126 Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris) EXHIBIT B-2

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Packet Pg. 127 Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris) City of Santa Monica, CA
5 Year NorthStar Utilities Solutions Budget Proposal
Prepared for: lvo Nkwenjl
Prepared by: Mac Campbell
bate: July 06, 2017
I
I
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Packet Pg. 128 Attachment: CT 9649 (Modification 2) (5383 : Mod 4 - CT #9649 - Harris) 1 THIRD MODIFICATION OF AGREEMENT NO. 9649 (CCS)
This Third Modification of Agreement Number 9649 (CCS) (“Third Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and N. Harris Computer Corporation (“Consultant”) is made with reference to the following:

RECITALS
A. On or about January 25, 2006, the City and Consultant entered into a Hardware Purchase and Software License Agreement (“Original License”) for the acquisition of a utility billing system entitled NorthStar Customer Information System (“Northstar”) for use by the City (“Original Agreement”).

B. On or about March 5, 2013, the City and Consultant entered into Agreement Number 9649 (CCS) for Professional Services and to Modify the Original License to Include a software Upgrade (“2013 Agreement”).

C. On or about October 1, 2015, the City and Consultant entered into a First Modification of 2013 Agreement (“First Modification”) to include the Miscellaneous Receivables module as an additional Licensed Product and for additional services.

D. On or about April 25, 2018, the City and Consultant entered into a Second Modification of 2013 Agreement (“Second Modification”) to provide the City with a perpetual nonexclusive license for CustomerConnect and provide a Utilization Review.

E. The City and Consultant desire to modify the Agreement to supersede the terms and conditions of the Second Modification with the terms and conditions of this Third Modification to migrate to the new version of Northstar. The Original License, 2013 Agreement, First Modification, and Second Modification may be referred to collectively herein as “the Agreement.”

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

1. Second Modification Superseded and Replaced.

The terms and conditions of the Second Modification, including Exhibit A-2 and Exhibit B-2, shall be superseded and replaced in their entirety with the terms and conditions of this Third Amendment, including Exhibit A-3 and Exhibit B-3.

2. Section 2 of the Agreement entitled “Services to be Performed by Consultant” shall be modified by adding the following paragraph:

Additional Services. Consultant will perform all of the services (“Additional Services”) described in Exhibit A-3, Scope of Services.

DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4 6/16/2020

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Packet Pg. 129 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris) 2 Consultant will complete the Additional Services in accordance with Exhibit B-3, Budget.

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

4. Compensation. Compensation for the Additional Services described in Exhibit A-3 shall not exceed $433,162 as set forth in Exhibit B-3. Total compensation for the Agreement shall not exceed $812,703.

5. 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
ABC Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4 6/11/2020
Interim City Attorney
George S. Cardona
6/15/2020
NorthStar Utilities
Vice President, Sales & Marketing
Sean Sykes
City Attorney
Lane Dilg
6/16/2020
City Clerk
6/17/2020
Denise Anderson-Warren

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Packet Pg. 130 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris) Exhibit A-3
Scope of Work
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 131 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris) Statement of Work:
mCare 6 Implementation
City of Santa Monica
April 28, 2020
Version 1.0
SOW VALID UNTIL: June 28, 2020
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 132 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris)

Revision Control
Document Title: Santa Monica – NorthStar mCare 6 Implementation SOW Version Date Author Details / Comments
Version 1.0 04-28-2020 P. Sekhon Initial Draft
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 133 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris)

TABLE OF CONTENTS
1 Introduction ....................................................................................................................................4

1.1 Objective..................................................................................................................................4 2 Service Description..........................................................................................................................5

2.1 Areas within Scope...................................................................................................................5

2.2 Areas Out of Scope...................................................................................................................8 3 Estimated Timeline........................................................................................................................10 4 Change Management Process.......................................................................................................11 5 Fees & Payment Schedule .............................................................................................................12

5.1 Fees .......................................................................................................................................12

5.2 Payment Schedule..................................................................................................................12

5.3 Travel and Living Expenses.....................................................................................................13 6 Termination...................................................................................................................................14 7 Project Assumptions .....................................................................................................................15 8 Document Acceptance and Signoff................................................................................................17 Appendix A - NorthStar mCare 6 – Hardware Requirements ................................................................18 Appendix B – License Terms & Agreement............................................................................................20 Appendix C – NorthStar mCare 6 Feature Guide ...................................................................................24 DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 134 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris)

1 INTRODUCTION
This Statement of Work (SOW) defines the work to be performed by NorthStar Utilities Solutions, hereafter referred to as “NorthStar”, an unincorporated division of N. Harris Computer Corporation, for the Santa Monica, hereafter referred to as “Santa Monica”, to migrate from the NorthStar mCare 1 application to NorthStar’s mCare 6 platform. This SOW includes a high level timeline, fees, and other terms and conditions specific to the services requested by Santa Monica.

The purpose of this document is to provide information on the features and value of mCare 6, along with the level of effort associated with the implementation, for those customers upgrading from the mCare 1 application.

1.1 Objective
The overall project objective is to provide Santa Monica with a ‘workforce management’ solution that will address daily operations challenges and provides measurable benefits for in-field staff around performance, safety and job satisfaction.

The high level objectives of this project are to:
• Install, configure and implement core mCare 6 solution defined in section 2. This solution will be installed on a Santa Monica premise based server.
• Deliver system training designed to develop user competency with the use and configuration of the mCare 6 solution.

Changes to this document shall be made through a change management process as described later in this SOW.

DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 135 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris)

2 SERVICE DESCRIPTION

2.1 Areas within Scope

2.1.1 Implementation Scope
All activities to be performed remotely, unless otherwise stated.

NorthStar will deploy two instances of the mCare platform and applications in the Santa Monica environment: one Test instance and one Production instance.

2.1.2 Project Management
A NorthStar Project Manager (PM) will be the primary point of contact for Santa Monica on the mCare 6 implementation. The PM has the overall accountability to successfully deliver the services required for a successful mCare 6 implementation within agreed upon timeframe and budget. The project team will directly report to the PM and the PM will have the authority and support to manage the project team in the best interest of the project. The PM is also accountable for the following high-level project activities:
• Interface with Santa Monica assigned PM.
• Conduct regular internal project meetings to ensure that all aspects of the project are understood by the team and that progress and risks are properly reported. • Conduct regular project meetings with Santa Monica.
• Review of project status, schedule, risks, resources as well as any other issues that may affect the success the project.

2.1.3 mCare Installation & Configuration
• Santa Monica will be provided with an mCare Deployment guide as part of the project kick off.

Santa Monica IT will be responsible for obtaining and installing the necessary applications detailed in Appendix A – Hardware Requirements prior to the installation of mCare 6. • mCare 6 has dependencies on NorthStar database and code libraries being up-to-date. Santa Monica’s production environment will need to be patched up to the latest CIS maintenance release prior to the commencement of the mCare 6 project.

2.1.4 mCare Functional Review
• A NorthStar Technical Consultant will perform a code review of mCare 1 to determine what customizations, if any, had been made for Santa Monica. Once this analysis is complete a DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 136 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris)

NorthStar Application Consultant will conduct a functional review with Santa Monica to identify where this custom programming has been replaced by mCare 6 core functionality, what new mCare 6 functionality will be utilized and what custom modifications will no longer be available for Santa Monica.

2.1.5 mCare Training

2.1.5.1 Onsite End User Training; 4 days onsite
mCare Administrator Training Session:
• mCare Administrator training is held with those users who will be responsible for maintaining the application post Go LIVE. This session will be a combination of hands on configuration and process training. The NorthStar Consultant will show administrators how to manage users, roles and permissions and will familiarize them with those elements of the mCare application that they have the ability to update and/or add content to. An example of administrator training is installing and configuring the mCare Field App.
mCare Dispatch Training Session
• The mCare Dispatch training session will introduce those who will be responsible for assigning work to Field Service Representatives. As part of the session we provide a walk-through of the basic functionality to assist with understanding the mCare solution and features to managing service orders and requests.
mCare Office Training Session
• The mCare Office training session will introduce those who will be responsible for reviewing and approving field completed work by FSRs. As part of the session we provide a walk-through of the basic functionality to assist with understanding the mCare solution and features to managing service orders and requests.
mCare Field Service Representative Training Session
• The mCare FSR training session will introduce those who will be responsible for carrying out work in the field to mCare features for mobile devices.

2.1.6 mCare 6 User Acceptance Testing (UAT)
• NorthStar will provide Santa Monica UAT test plan and the mCare 6 User Guide for User Acceptance testing. Upon completion of testing Santa Monica will submit a signed copy of the DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 137 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris)

UAT test plan confirming all areas of mCare 6 have been successfully reviewed as a prerequisite for NorthStar to schedule the Go LIVE activities.
• Santa Monica will have two weeks to complete the initial round of User Acceptance Testing.

During that two week period NorthStar will work with Santa Monica to remediate all priority 1 issues. Santa Monica will then have one week of final Acceptance testing prior to scheduling Go LIVE.
• If a project delay is encountered due to external factors outside of NorthStar’s control, and User Acceptance Testing needs to extend beyond the initial two week and subsequent one week windows for UAT remediation testing NorthStar and Santa Monica will analyze the results of this external factor on the project timeline to determine if there is a need for a change request to reflect a substantial change to the project plan, budget, or timeline.

2.1.7 Go LIVE and Go LIVE Support
• NorthStar will deploy mCare 6 to production; including clearing the mCare database and repointing to NorthStar production database.
• NorthStar will create a copy of the mCare 6 instance which will become mCare TEST. • NorthStar will provided dedicated support for 10 business days post Go LIVE before transitioning to NorthStar Support Services.

2.1.8 Santa Monica Responsibilities
Following are the key responsibilities of Santa Monica under this agreement:
• Purchasing MS-SQL license – if required.
• Mobile devices ready to run mCare Field App.
• Installing and configuring mCare Field App
• Ensuring NorthStar has direct, dedicated remote technical connection capabilities with administration access to any server that the NorthStar applications reside on for the duration of the upgrade project
• Ensuring that underlying infrastructure for mCare is acquired and installed by the required time per agreed upon project plan (Note: minimum specifications for servers and workstations should be discussed and agreed upon at commencement of project)
• Installing server with appropriate network connectivity • Installing operating system and partitioning disk space • Installing database software
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 138 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris)

• Creating users at the operating system level
• Installing VPN connection
• Configuring back up and maintenance routines for new database • Testing hardware components and environment
• Conducting mCare Acceptance testing
• Leading Go LIVE activities
• Timely completion of the mCare Configuration checklist

2.1.9 Engagement Completion Criteria
The Engagement is deemed completed once upgraded application has been deployed to the live environment for twenty business days and that any Priority 1 items raised during that period have been resolved. NorthStar has the exclusive right to classify call types according the definitions below.

Call Type Definition
Priority 1 – Urgent or High Priority • System Down (Software Application, Hardware, Operating System, Database) • Impacts Critical Business Function without a workaround • Performance issues of severe nature impacting critical processes.

Priority 2 – Medium Priority • System errors that have workarounds • Impact to business function is not critical:
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (Workstation specific) Priority 3 – Low Priority • Minimal or no impact to critical business function • Report formatting issues
• Training questions, how to, or implementing new processes • Aesthetic issues
• Issues with workarounds for large majority of accounts • Recommendations for enhancements on system changes
• Questions on documentation

2.2 Areas Out of Scope
Anything in this section and not listed in the above “Areas within Scope” is considered out of scope for this SOW. Specific items that are currently out of scope of this engagement include:
• Single Sign-on Authentication with mCare 6 and CIS
• Integration with a GIS system.
• Supporting third party workforce and service order integration • Any customizations made to mCare 1 that are not part of current functionality within mCare 6. • Any standard mCare 1 functionality that is not part of current functionality within mCare 6. • Database maintenance and backups (As part of the mCare 6 implementation, the NorthStar team will work with the customer to ensure that they understand what the requirements are for backup and frequency of backups)
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 139 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris)

• Go LIVE cutover taking place on during regular business hours. If the customer requires a Go LIVE on a weekend or weekday evening outside of business hours, a change order for the overtime work may be required.
• Training of Santa Monica’s customers.

DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 140 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris)

3 ESTIMATED TIMELINE
The estimated duration of this engagement is approximately 7 weeks. The possibility and feasibility of a reduced duration will be evaluated during the Customer Preparation phase as it will depend on availability of resources and involvement of Santa Monica Team members. Adherence to the project plan and timeline is critical. NorthStar will prepare a formal project plan and timeline. Santa Monica will review, provide comments on, and provide NorthStar with approval of the project plan and timeline.

Timeline Phase Activities
Week 1 • Project Kick Off
• Customer Preparation
Week 2 • mCare 6 Installation
• mCare Functional Review
Week 3 • mCare Configuration & Training Onsite
Week 4 • User Acceptance Testing & Issues Remediation
Week 5 • User Acceptance Testing & Issues Remediation
Week 6 • Go LIVE
• Post Go LIVE Support
Week 7 • Post Go LIVE Support
• Transition to Support Services
There are a number of factors to be considered that will have an associated un-planned increase in effort and will therefore impact the project schedule. These factors are typically not determined until project kick-off and will be a key input into the final Go LIVE date and may result in additional cost. NorthStar will notify Santa Monica of any increase in effort and will provide Santa Monica with a Change Order according to section 4 Change Management Process. These factors include:
§ Project Resourcing:
• In the event that Santa Monica staff is unable to be dedicated to the agreed upon project plan, resulting in an extension of the timeline, NorthStar will evaluate the need for a Change Order for additional Project Management and dedicated support services to extend the project timeframe.

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4 CHANGE MANAGEMENT PROCESS
NorthStar will maintain the SOW with formal documentation denoting agreed upon changes. Santa Monica and NorthStar may propose changes to this SOW addressing services falling outside the scope of services described in this SOW (“Change”). The Change Order form must be used for all change requests.

NorthStar shall have no obligation to commence work in connection with any change until the fee and schedule impact of the change is agreed upon in a written Change Order form signed by the designated representatives from both parties.

Upon identifying the need for a change, NorthStar shall submit the change on our standard Change Order form describing the change, including the impact of the change on the schedule, fees and expenses.

Within 5 consecutive business days of receipt of the change order form, Customer shall either indicate acceptance or rejection of the proposed change by signing the Change Order form or any other period of time mutually agreed to by the parties. If NorthStar is advised not to perform the change, then NorthStar shall proceed only with the original services. In the absence of Customer acceptance or rejection of the Change Order, NorthStar will not perform the proposed change.

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5 FEES & PAYMENT SCHEDULE

5.1 Fees
mCare 6 Implementation
Services Total
Professional Services
- Project Management
- Installation & Configuration
- Training $26,400
- Acceptance Testing
- Go LIVE Cut Over
- Post LIVE Support
Technology, Communication, Administration $1,320
Project Total $27,720

5.2 Payment Schedule
Any mutually agreed upon change controls will be billed at the standard NorthStar hourly rate of $220 when incurred. An additional amount equal of 5% of the total fees billed has been included in the fee charged to cover technology, communication and administrative costs. Price excludes any applicable taxes.

The NorthStar fees for the scope of services described in this Statement of Work, including the technology, communication and administrative fee, is $27,720 USD based on fixed price plus any travel and logistics (T&L) which may be required.

5.2.1 Professional Services

1. 50% on SOW signing

2. 20% on installation of mCare 6 software in the customer environment on a non-production or production server.

3. 20% on move to production environment

4. 10% 10 business days post go-live
Invoices are payable upon receipt.

Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and would need to be reassessed and re-quoted if still required.

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5.3 Travel and Living Expenses
The above mentioned fees do not include any travel and per diem expenses incurred for on-site visits required for this engagement.

Any travel time will be billed at $75/hour. Santa Monica shall also pay or reimburse travel expenses plus a per diem reasonably incurred in furtherance of NorthStar duties hereunder.

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6 TERMINATION
Unless NorthStar and/or Santa Monica exercises its right to terminate this SOW due to material breach or default, NorthStar must provide, and Santa Monica must purchase, services from NorthStar for the items defined within this SOW.

If Santa Monica and/or NorthStar exercises its right to terminate this SOW due to material breach or default, or Customer and/or NorthStar terminates this SOW without cause, Customer’s obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause;

2. Return the software to NorthStar and certify, under the hand of a duly authorized officer of the Organization, that all copies of the software or any part thereof, in any form, within the possession or control of the Organization have been returned to NorthStar. (if applicable)

3. Complete payment for services performed and expenses incurred prior to termination including:
a. Any amounts previously invoiced but unpaid;
b. Fees for services performed through the termination date which has not been invoiced; and
c. Any approved travel and living costs.

NorthStar’s obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause.

Under no circumstances shall NorthStar be liable for any special, indirect, consequential, punitive or incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure or malfunction, loss of data or any other damages or losses in connection with this statement of work, even if NorthStar has been advised of the possibility of such damages. In any event, NorthStar shall not be liable to pay any amount, in the aggregate, that is greater than the fees received by NorthStar under this statement of work.

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7 PROJECT ASSUMPTIONS
The Services, fees and delivery schedule for this engagement are based upon the following assumptions:
• Any items not explicitly identified within this document are considered out of scope. Any changes to those responsibilities and/or deliverables will be considered a change in scope for the engagement.

Any proposed change to the engagement scope must be put into written format and be submitted to NorthStar during this engagement for review and consideration. • This engagement currently has, and will continue to have, the support of senior Santa Monica management and will be assigned sufficient priority with respect to other project to ensure its success. • Santa Monica will assign a lead to act as an internal resource and guide throughout this engagement. • Santa Monica will secure the appropriate staff in a timely fashion in order to discuss or review the various materials produced when required.
• Santa Monica will provide access and support from the IT group and any other stakeholder, as deemed necessary by NorthStar throughout this engagement.
• Santa Monica agrees to facilitate any required Santa Monica Corporate logistics for the fulfillment of this agreement.
• Santa Monica will secure, as required and in a timely fashion, the assistance and cooperation of third party vendors (e.g. CIS, AMI, Payment, Bill View) to ensure a successful mCare 6 implementation. A change control may be created if the third party vendor is unavailable or non-cooperative and as such results in an impact to the schedule or effort.
• Third party vendor solutions are able to provide information required by the mCare 6 as well as accept information provided by the mCare 6.
• All documentation provided by Santa Monica shall be up-to-date and accurate or if that is not the case, advise NorthStar as such.
• All hardware, software, and network components supplied by Santa Monica are working properly and are free of defects and will meet minimum hardware standards provided during the engagement. • To minimize project costs, the majority of project work will be performed at one of the NorthStar’s locations except for project activities where face-to-face is deemed more effective. • Santa Monica will provide the appropriate remote access to its network, facilities, and systems as may be required to perform activities from one of NorthStar’s locations. NorthStar shall abide by all rules and directions of Santa Monica when accessing the Customer’s network, facilities or systems. • The environment that has been installed, configured, and validated during the mCare 6 implementation will become the production environment at Go LIVE. • Once the initial installation of mCare 6 has been completed and connectivity has been confirmed, NorthStar strongly recommends that the environment remains static for the duration of the project.

Troubleshooting performance or mCare 6 functionality issues, resulting from environment changes, such as operating system updates and network modifications, is considered outside the scope of the mCare 6 project. Santa Monica will be issued a project change order for time incurred reviewing such issues. If at any point, it is confirmed that the issue is caused by NorthStar, all service charges will be waived.

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• Price does not include Santa Monica approved travel and living expenses that may be required as part of the delivery of the engagement unless specified in the contract (i.e. air, car rental, gas, per diem and hotel). NorthStar will work with Santa Monica to identify most cost effective accommodations for Santa Monica on-site activities that are mutually agreed upon. • Santa Monica resources will be available as required for Acceptance Testing. It is expected that the individuals identified will have experience in the day-to-day operations and will work closely with the NorthStar Consultant to resolve issues as required. The main purpose for this interaction is to provide a quick and consistent response to procedural issues so that the NorthStar Consultant is not required to contact a large number of Users.
• mCare 6 may have dependencies on NorthStar database and code libraries being up-to-date. Santa Monica’s TEST environment will be patched up to the latest Maintenance Release prior to deployment of the custom mod. Note; mCare 6 testing phase may need to be extended based on the number of upgrade patches required to properly update the TEST environment to the NorthStar recommended release state.

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8 DOCUMENT ACCEPTANCE AND SIGNOFF
Accepted on this day by:

City of Santa Monica NorthStar Utilities Solutions
By: ____________________________ By: ______________________________ Name: ___________________________ Name: _____________________________ Title: ___________________________ Title: _____________________________ Date: ___________________________ Date: _____________________________ Please sign and return this document by email to Paven Sekhon at [email protected].

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APPENDIX A - NORTHSTAR MCARE 6 – HARDWARE REQUIREMENTS
mCare 6 recommends two installation environments, a test instance and a production instance. All environments can be run within a virtual configuration so long as the adequate number of physical resources are allocated appropriately to the virtual machine.

In all cases, the database environment recommended is SQL Server 2016 and this will be installed and configured as part of the implementation process.

The production environment will require the purchase of a certificate from a central authority (CA) to ensure that the application can be configured for use on a secure port for SSL.

Recommended iOS, Android, Windows 10 Tablet Specs:
• Screen Size 8” (~320 ppi density) or 9.7" (~264) (4:3 ratio) • 1536 x 2048 pixels, 4:3 ratio
• GPU
• CPU dual-core 1.5 GHz (min 1.33 GHz)
• 2GB of RAM (min 1.5 GB)
• Back Facing Camera
• LTE or LTE adapter
Recommended Devices (Used in Development & Testing):
• Apple iPad Mini 4 8"
• Apple 5th Gen 9.7”
• Galaxy Tab S2 8"
• Galaxy Tab S2 9.7”
• Surface Pro 4 12.3"
Device Resolution Check
To check if device you are planning to use has the right resolution CSS width and CSS height, you can connect to the website below with the actual device
https://www.mydevice.io/
If you do not have access to the device, check the reference list below (reference https://www.mydevice.io/#compare-devices)
To run mCare 6 on your tablet you will need the CSS width to be min 750 pixels, CSS height to be min 1024 pixels.

You can also apply this formula if you do not have access to the device at this time and the device is not in the list above
• CSS Width = Physical Resolution Width/(Screen PPI/160) • CSS Height = Physical Resolution Height/(Screen PPI/160) DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Example: 1536 x 2048 pixels, 4:3 ratio (~320ppi density) • CSS Width= 1536/(320/160)=~768
• CSS Height= 2048/(320/160)=~1024
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APPENDIX B – LICENSE TERMS & AGREEMENT

1. Grant of Licenses
(a) Subject to the terms and conditions herein, NorthStar hereby grants to Santa Monica a personal, non-exclusive, non-transferable and limited right and license to use the Software in object code format on the NorthStar CIS computer system (the “License”) in consideration for the payment of the License fees. All Releases installed by Santa Monica are subject to this License. This License and the other terms and conditions related to this License do not apply to Third Party Software. (b) Santa Monica may duplicate Documentation, at no additional charge, for Santa Monica’s permitted uses so long as all required proprietary markings are retained on all duplicated copies. (c) As between NorthStar and Santa Monica, NorthStar reserves all rights, title and interest in and to the Software not expressly granted herein and the License specifically excludes all such reserved rights, title and interest.
(d) Any Software furnished by NorthStar in machine-readable form may be copied in whole or in part by Santa Monica for use on the Designated Computer System, access to which by Users can be from any computer terminal, whether internal to or external to Santa Monica‘s facility incorporating the Designated Computer System. To the extent that any temporary files associated with the Software are created during such use on terminals those temporary files are permitted under this License but only for such time that the temporary files are actually required. Santa Monica agrees that the original copy of all Software furnished by NorthStar and all copies thereof made by Santa Monica are and at all times remain the sole property of NorthStar, as NorthStar Software is licensed, not sold.
(e) Any License granted under this SOW permits Santa Monica to: (i) use the Software for its utility billing and related purposes including, but not limited to, performing testing, disaster recovery, disaster testing, training, archival and backup as Santa Monica deems necessary, and (ii) use, copy and modify the Documentation for the purpose of creating and using training materials relating to the Software. Access to and use of the Software by independent contractors of Santa Monica shall be considered authorized use under this Section so long as any such independent contractors are bound by obligations of confidentiality and have been approved by NorthStar in advance of the independent contractors’ access to the Software. Santa Monica shall be responsible for (i) all of the actions of and (ii) any misuse of the Software by any independent contractor. (f) Software is licensed for use by the current number of NorthStar CIS users and on the current operations of Santa Monica. Any change in the number of users of NorthStar CIS or a material increase in the Santa Monica’s business, such as through acquisition of another utility, would require additional licensing.
(g) Santa Monica may purchase additional Software Licenses at the time such Licenses become necessary at NorthStar’s then current prices and terms.

2. Term of License
The License commences on effective date of the SOW. The License is perpetual and of indefinite duration contingent on renewing annual support and maintenance for the License.

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3. Restrictions on Use
(a) Santa Monica shall not, and will not allow, direct or authorize (directly or indirectly) any other party to: (i) use the Software for any purpose other than in connection with Santa Monica’s primary business or operations; (ii) disassemble, de-compile, reverse engineer, defeat license encryption mechanisms, or translate any part of the Software, or otherwise attempt to reconstruct or discover the source code of the Software except and only to the extent that applicable law expressly permits, despite this limitation; (iii) modify or create derivate works of the Software; (iv) rent, lease, lend, license, sell or use the Software for timesharing or bureau use or to publish or host the Software for others to use; or (v) take any actions that would cause the Software to become subject to any open source or quasi-open source license agreement. Santa Monica shall be wholly liable to NorthStar for any misuse of the Software and these restrictions are absolute except as and only to the extent that this SOW may expressly permit Santa Monica to do otherwise
(b) The Software and related materials supplied by NorthStar are protected by copyright and trademark laws. The Software is licensed and may not be resold by Santa Monica. Any rights not expressly granted herein are reserved. Santa Monica may not obscure, remove or otherwise alter any copyright, trademark or other proprietary notices from the Software and related materials supplied by NorthStar.

4. Ownership of Software and Confidential Information
(a) Santa Monica acknowledges that the Software contains proprietary information and Confidential Information of NorthStar which shall, at all times, remain the property of NorthStar. (c) Santa Monica will take the same care to safeguard the Software as it takes to safeguard its own Confidential Information of a like nature and such care shall not be any less than would be taken by a reasonable person to safeguard its own confidential information. (d) In order to assist NorthStar with the protection of its proprietary information and Confidential Information and to enable NorthStar to ensure that Santa Monica is complying with its obligations, Santa Monica shall permit NorthStar to visit during normal business hours any premises at which the Software is used or installed and shall provide NorthStar with access to its Software. NorthStar shall provide Santa Monica with reasonable notice of any such audit.

5. Ownership and Disposition of Documents
(a) All materials and documents which were developed or prepared by NorthStar for general use and which are not the copyright of any other party or publicly available, including educational materials, the Software and any other computer applications, shall continue to be the property of NorthStar. The parties agree that no materials or documents are being created for Santa Monica by NorthStar under this SOW as of the effective date.

6. Warranty
(a) The Software will substantially perform as described in the Documentation for a period of ninety (90) days from installation if the Software is used in accordance with its documentation, the terms of this License and where the Santa Monica has any required programs and the hardware meets the requirements. The Santa Monica ’s sole recourse in the event the Software does not conform to the Documentation is the repair and replacement of the Software. In the event an error is discovered in the Software outside the warranty period and the error can be reproduced by Harris, provided Santa Monica DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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has ongoing Support and Maintenance with Harris, Harris will make reasonable commercial efforts to provide Santa Monica with a correction or suitable workaround.

Harris reserves the right to correct any defects about which it is made aware and to produce in its sole discretion Software releases at a time of Harris’ own choosing. (b) Harris shall not be liable for any breach of the foregoing warranties which results from causes beyond the reasonable control of Harris, including:
(i) where the installation, integration, modification or enhancement of the Software was not done by Harris or its authorized agent, or where Santa Monica has taken any action which is prohibited by product documentation or this License; (ii) any use or combination of the Software with any software, equipment or services not supplied by or on behalf of Harris;
(iii) user error, or other use of the Software in a manner or in an operating environment for which it was not intended or other than as permitted herein; (iv) Santa Monica ’s failure to install a new software update necessary to cure an error or bug, for security or legislative compliance purposes or for such other reasons as Harris may determine in its sole discretion; or
(v) Any other event of force majeure.
(c) Exclusions to Warranty
(i) TO THE GREATEST EXTENT PERMITTED BY LAW, THE SOFTWARE IS

LICENSED AND ALL OTHER MATERIALS AND SERVICES ARE PROVIDED TO THE Santa Monica “AS IS” AND THERE ARE NO WARRANTIES,

REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR

ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING,

USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER

PRODUCT, SERVICE OR MATERIAL PROVIDED HEREUNDER OR IN
CONNECTION HEREWITH.
(ii) HARRIS, ITS LICENSORS AND SUPPLIERS DISCLAIM ANY IMPLIED

WARRANTIES OR CONDITIONS REGARDING THE SOFTWARE AND ANY

OTHER PRODUCTS, SERVICES AND MATERIALS PROVIDED HEREUNDER OR

IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO,

WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY,
DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. (iii) HARRIS DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE SHALL

OPERATE ERROR FREE OR IN THE COMBINATIONS SELECTED, THAT IT SHALL MEET ANY OR ALL OF THE Santa Monica ’S PARTICULAR

REQUIREMENTS, OR THAT ALL ERRORS OR DEFECTS IN THE SOFTWARE CAN BE FOUND OR CORRECTED. NO AGREEMENTS VARYING OR EXTENDING

ANY EXPRESS WARRANTIES SET FORTH IN THIS LICENSE SHALL BE

BINDING ON EITHER PARTY UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED SIGNING OFFICER OF HARRIS.
(d) The Santa Monica and Harris recognize that circumstances may arise entitling the Santa Monica to damages for breach or other fault on the part of Harris arising from this License. The parties agree that in all such circumstances the Santa Monica ’s remedies and Harris’ liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this License.
(i) BOTH PARTIES AGREE THAT HARRIS’ ENTIRE LIABILITY (UNDER CONTRACT OR IN

TORT INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, STRICT LIABILITY OR

OTHERWISE), IF ANY, FOR ANY DAMAGES RELATING TO OR ARISING UNDER THIS

LICENSE SHALL NOT EXCEED IN THE AGGREGATE FEES PAID TO HARRIS BY THE DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Santa Monica UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE TIME THAT THE CLAIM AROSE.
(ii) IN ADDITION TO THE FOREGOING, HARRIS SHALL NOT BE LIABLE FOR ANY

CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL

DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR

LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, FAILURE TO REALIZE

EXPECTED SAVINGS, OR COST OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE, EVEN IF Santa Monica HAS BEEN

ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH LOSS OR DAMAGES

AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
(iii) CLAUSES (i) AND (ii), ABOVE, SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND

OR ACTION BY A PARTY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION

UNDERLYING SUCH CLAIM, DEMAND OR ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, RESCISSION OF CONTRACT, OR TORT. (e) The parties hereby confirm that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and exclusive remedy provisions expressed throughout this License shall apply even in the event of default, negligence (in whole or in part), strict liability or breach of contract of the person released or whose liability is waived, disclaimed, limited, apportioned or fixed by such remedy provision, and shall extend to such person’s affiliates and to its shareholders, directors, officers, employees and affiliates

7. Miscellaneous
(a) This License shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes and replaces any previous conflicting terms, written or oral, with respect to the issues addressed herein.
(b) Neither party may assign any of its rights or duties under this License without the prior written consent of the other party, such consent not to be unreasonably withheld, except that either party may assign to a successor entity in the event of its dissolution, acquisition, and sale of substantially all of its assets, merger or other change in legal status. The License shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. (c) This License shall be governed by the laws of Ontario, Canada, without reference to the conflicts of law principles thereof; provided, however, that the Uniform Computer Information Transaction Act will not apply even if adopted as part of the laws of said State or Province. The United Nations Convention on Contracts for the International Sale of Goods (UNCCISG) does not apply to this License.
(d) Section and other headings in this License are for reference purposes only and do not describe, interpret, define or limit the scope or extent of any provision hereof. (e) The invalidity or unenforceability of any provision contained in this License shall not affect the validity or enforceability of any other provision or covenant. Any such invalid provision or covenant shall be deemed modified to the extent necessary in order to render it valid and enforceable; if such provision may not be so saved, it shall be severed and the remainder of this License shall remain in full force and effect.

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APPENDIX C – NORTHSTAR MCARE 6 FEATURE GUIDE
mCare Feature Guide
Sales & Marketing
Date: March 8, 2019
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Confidentiality Notice
The following documentation is provided to you pursuant to an agreement that you have signed or are negotiating or may negotiate with N. Harris Computer Corporation or one of its subsidiaries. If you have not signed an agreement with N. Harris Computer Corporation, you agree to the following by reviewing any aspect of this documentation. The information contained in this document is the proprietary information and work of N. Harris Computer Corporation and shall be treated in a confidential manner by the organization or company to which it has been provided and by those to whom it has been provided within such organizations or companies. It may only be copied and duplicated in the manner permitted under an agreement that you have with N. Harris Computer Corporation or one of its subsidiaries.

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Table of Contents
Overview...............................................................................................................................................27 Administrator .......................................................................................................................................27 Settings..........................................................................................................................................27 Service Orders ...............................................................................................................................27 User Management.........................................................................................................................29 Dispatcher.............................................................................................................................................30 Field Service Representative.................................................................................................................31 Back Office Clerk ...................................................................................................................................32 DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Overview
NorthStar’s mCare uses the latest innovative technology to allow service order information to flow seamlessly between the office and the field. The intuitive interface maximizes adoption through ease of use, and has been designed specifically for mobility over any device or browser. With robust offline capabilities, and a completely redesigned user interface, managing day-to-day in-field activities has never been easier.

This feature guide provides a comprehensive list of the features and functions available within mCare. As mCare is a role based application, the features are grouped by role.

Administrator
The mCare Administrator role is responsible for system configuration and user management. The Administrator accesses mCare through a browser interface.

Settings
Change default application configurations: Account administrators will have the capability to change the organization name, google analytics key, map engine, and the geocoding key based on the utility’s preferences and needs. System Administrators will also be able to configure the password strength rules for users.

Service Orders
Predefined Completion Notes: The system administrator can create a list of predefined terms and common sentences that the Field Service Representative (FSR) can choose when creating their completion notes.

Service Orders in the Field: FSRs will have the ability to create service orders while in the field. The Administrator will be able to determine which service order call codes or types can be created in the field by the FSRs.

Service Orders to be Auto-Completed:

Administrators can select which types ofservice
orders do not require manual approval. These
service orders will skip being sent to a back
office clerk for approval and will be sent directly
to the CIS.

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Service Orders With Special Meter Types: Administrators can highlight service orders based on specific criteria. mCare allows the administrator to group together specific types of meters and apply a color category to each one to make it easier for FSRs to identify special meter types.

Service Orders that Require Meter Read:

Administrators will be able to select which service
orders require the FSRs to provide a meter reading
before the service order can be completed.

Maximum Horizon for Service Orders:

Administrators can select which service orders are
automatically shown if no other filters are applied.

Administrators can select a date range and only
service orders with a scheduled date in this range will show up.

Install Meter Option: Administrators can select which service orders contain an install action button. The button will be present when the FSR is working on a service order that is associated with a meter installation.

Removing Characters from Meter #: Administrators can set mCare to collect only numerical values of a meter number. If an FSR scans a meter number that is ABCD1234, mCare will automatically change the meter number to 1234 if these settings are configured.

Padding meter # with 0s: Administrators can configure mCare to pad the meter number entered by the FSR with zeroes. If the padding is set to 3 and an FSR enters the meter number 123, mCare will automatically interpret the meter number as 000123.

Service Order Card Priority Colors: A different color will show on each service order to indicate the level of priority. The color of the label to indicate the priority will be selected by the administrator, who can change the colors at any time.

Remove Meter Options: Administrators can select which service orders will contain the option for FSRs to remove a meter. During a meter removal, FSRs will have a list of meter statuses to select from that match the status defined in the CIS. The administrator can select which meter statuses the FSR will be able to choose from. The administrator can select which status will automatically be set during a meter removal.

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Change out Meter Option: Administrators will be able to select which type of service orders will show the FSR a “meter replace meter changeout” button.

Register Swaps: Administrators can select which service order call types allow FSRs to make register swaps.

Adjust Transponder ID: Administrators can select service order call types that will allow the FSR to make changes to transponders/ERTs.

Suppressed Time Bands: Administrators can hide ON, MID, OFF peak bands from meter cards on smart meters so that FSRs will not be required to enter reads for those time bands.

Service Order Expiry on an FSR Completion Screen: Administrators can select the number of days that a completed service order will remain on the FSR’s completion screen.

After the set amount of days, the service orders will be auto-purged.

Rules for Linked Moves: Administrators can set the rules for linked moves to show a single service order card. Administrators will need to set the linked service order period for a move in/move out on the same premise to appear as a linked move.

Last Read from Bill Range: Administrators will set the range for how far back the system will look (in months) to find the last bill on the account, which is used to perform forecasting calculations for meter read validation purposes.

Variance Check Tolerance Value: The administrator will set the variance range for meter reading warnings. If a meter read is outside of this range the FSR will see a warning after they enter the read.

FSR Work Area Radius: The administrator will determine how large the FSR's work-area displayed on the mCare map is.

Shared Queues: Administrators can set up shared queues and grant FSRs permissions to these queues.

FSRs with permission can then select work for the queue. These queues can be organized by type of work, physical location, scheduled time of the service order or the administrator’s preference. Administrators can created rules that will allow for specific service orders to automatically appear in a certain share queue.

FormSets: Administrators can create custom forms and add them as additional steps to specific service order types. FSRs will be required to complete the form when completing a service order.

User Management
Managing Users, Permissions, and Roles: Administrators will have the capability to add new users, set users’ role and permissions, reset a user’s password, and archive or suspend a user. For FSRs this will include setting which shared queues they belong to, which service orders they can claim from a shared queue, and assigning the FSR to a dispatcher. The administrator will be able to set service order viewing permissions for dispatchers and back office clerks.

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Dispatcher
The primary role of the Dispatcher is to manage the queue of service orders to ensure that work is properly assigned and that it is carried out in the correct priority and timeliness. The browser interface provides the following primary views: the dispatch cue, which contains the service order cards; a map of the service order locations; and a list of the FSRs that can accept work and the shared queues.

Service orders scheduled for dispatch: The dispatch queue lists service orders (types 1 to 5) that were created and scheduled by Customer Service Representatives (CSRs) in the CIS. It will only list service orders the dispatcher has access to. The list can be further filtered and sorted.

Service Order Cards: Dispatchers can view the service order card and expand the card by clicking in the white area of the card. The service order contains information including: call code, call type, type description, scheduling info, priority, number of days from the scheduled date, status of the service order, address, location alerts, notes from the service order, services/ meter types, and meter number.

Linked Moves: For linked moves dispatchers will see both the service order cards stacked on top of each other. An alert will appear if there is a conflict due to multiple move-ins or move-outs on the same day for the same account.

Filtering and Sorting the Dispatch Queue: Dispatchers
can filter and sort the dispatch queue for easier viewing of the service orders. The filtering options include
changing the date range, call type, created by, cycle,
route, order type, call code, priority, postal code, and region. More than one filtering criteria can be applied at the same time. Dispatchers can sort the list in
ascending or descending order based on the creation
date, street name, call code, cycle, route, walk, region, scheduled date, and priority level.

Map functionality: Dispatchers will see the service orders on the map and can click on any service order to find it in the list of cards, or they can click on the individual service order card to find it on the map.

Dispatchers can change the map view between map and satellite based on their needs. The transparent color-coded circle corresponds with the color assigned to each FSR. This circle is a circumference boundary of all orders currently assigned to the corresponding FSR. Dispatchers will be able to view if an FSR has accepted a service order and the order they plan to complete their work in.

Viewing an FSR’s Availability: Dispatchers will be able to see the current list of FSRs that they can assign work to, whether that FSR is online or offline and the last time they were online.

Assigning Service Orders to an FSR: Dispatchers can assign a service order to an FSR by dragging the service order card and dropping it into the desired FSR’s queue.

Dispatchers can assign multiple orders at once by filtering and choosing the “select all” option.

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Packet Pg. 161 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris)

Withdrawing Service Orders from an FSR: Dispatchers can remove a service order if the FSR has not already accepted the request.

Assigning Work to Shared Queues: Dispatchers can assign work to a shared queue by dragging and dropping the service order card into the queue.

Withdrawing Service Orders from a Shared Queue: If the service order has not been claimed by an FSR then the dispatcher can remove the service order from the queue.

Field Service Representative
Field Service staff primarily work within the mCare mobile application, which is available on either IOS, Android, or Windows mobile. The FSR uses mCare to provide a real time status of the work assigned to them or available to be worked on. mCare allows FSR’s to prioritize work, receive instructions, and complete their service orders through a rich user experience. When FSRs open mCare they will be able to toggle between their pending, accepted and completed service orders and view them on the map.

Service Order Cards: FSRs can view the service order cards in any of the lists and expand the card by clicking in the white area of the card. The service order contains information including: call code, call type, type description, scheduling info, priority, number of days from the scheduled date, status of the service order, address, location alerts, notes from the service order, services/ meter types, and meter number.

Linked Moves: For linked moves the FSRs will see both
the service order cards stacked on top of each other.

Sorting the Pending List of Service Orders: FSRs can
sort the list of pending service orders in ascending or descending order based on the creation date, street
name, call code, cycle, route, walk, region, scheduled
date or priority code.

Claiming a Service Order from a Shared Queue: FSRs
will only see service orders that they have authority to work on. Any service order from the shared queue can
be claimed by the FSR and will be added into their
pending folder. They can discard the service order from here and send it back to the shared queue if necessary.

Accepting a Service Order: FSRs can accept their pending service orders all at once or one by one.

Discarding a Service Order: FSRs can discard any service orders in their pending list and the service order will be sent back to dispatch or the originating shared queue.

Sorting the Accepted List of Service Orders: FSRs can arrange the order they plan to complete their accepted service orders in by dragging the cards into the desired order.

Delaying a Service Order: If an FSR cannot complete a service order but would like to work on it the following day they can delay it and move it back into the pending folder. The service order will not be assigned to a different FSR.

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Packet Pg. 162 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris)

Discarding a Service Order: FSRs can discard an accepted service order but will have to add a reason to the discard note. The service order will go back to the dispatch, with the entered note added to completion notes within the CIS.

Performing Work: When FSRs open the service order to perform work they will find the steps for the service order and an indication of which steps are mandatory. FSRs will be able to update location information including general notes, location keys and location warnings. FSRs will also be able to capture meter information such as a new meter read, removing, installing or replacing a meter. FSRs can record installing, replacing or removing a transponder/ ERT, adding or removing a PT/CT and replacing a register.

Editing a Completed Service Order: If a service order has not been reviewed and accepted in the CIS then the FSR may take it back to update it.

Creating a New Service Order Based on a Previous Service Order: FSRs can create a new service order in the field from the context of another pending, accepted or completed service order.

Email Notification: When an FSR completes a service order in the field, an email notification will be sent to the Customer Service Representative that created the service order.

Driving directions: FSRs will be able to click on a link to Google Maps that will provide turn by turn directions to the assigned address.

View Account History: FSRs will be able to view service order history for an account. The last 12 months of service orders on the account will be shown.

Security: FSRs can access mCare through the VPN or secure HTTPS protocol. The cached data on the device is encrypted.

Integrations: Images taken in the field by the FSRs will be sent to eDOCS or FIleNexus.

Back Office Clerk
This office role uses a browser interface to review, manage, and approve service orders that require either validation or some other intervention before they can be completed. Back office clerks will see any of the following service orders to be manually approved depending on their permissions:
• Generic
• Moves into vacant
• Final moves
• Disconnects and reconnects
• Activate and deactivate service
Filtering Service Order Approvals: Back office clerks can filter the service orders that need approval by the type and a notification will display how many of each there are. Service orders can also be filtered by their completion date range, scheduled date range and service orders that were previously approved but failed.

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Viewing Photos: Back office clerks can view the photos FSRs have taken and attached to the service order.

Back office clerks can add or remove photos to the service order.

Adjusting Meter Reads: Back office clerks can edit the service order once it is completed and adjust the meter reading.

Adjusting Meter Installations: Back office clerks can correct meter installations, such as the wrong serial number entered or if the meter is not in stock.

Sending a Service Order Back for Rework: Back office clerks can send service order back to FSRs for rework. The back office clerk will need to provide a note explaining the reason for the rework.

Approving a Service Order: Once the back office clerk is done reviewing they can approve the service order and add any completion notes.

Creating a Report: Back office clerks can create a report through the “Service Orders to Report” page which allows users to search the mCare archive by date range and/or account and apply additional filters to the list before exporting. mCare will produce a list of all service orders for a selected date range that can be filtered by creation date, street name, call code, cycle-route-walk, region, scheduled date and priority. The report can then be exported to excel for further analysis. The following details are able to be exported from mCare:
• Order Number
• Call Number
• Field Status
• CIS Status
• Order Type
• Call Code
• Call Type
• Linked To
• Required Date
• Scheduled Date
• Completion User
• Completion Date
• Service Type
• [Active Meter] #
• [Active Meter] Type
• [Active Meter] Type
Group
• Approval User
• Approval Date
• Approval Error
• Caller Name
• Priority
• Short Note
• FSR User
• Dispatch User
• Shared Queue
• Creation Date
• Created By
• Account Number
• Occupant Number
[Inactive Meter] #
• [Inactive Meter]
Type
•
• Keys Required
• Warning Message
• Contact Name
• Customer Name
• Read Comment
• Walk
• Cycle
• Route
• Region
• Street Name
• Street Number
• Unit Number
• Zip Code
• [Inactive Meter] Type Group
• [Inactive Meter] Condition
• [Meter(s)] Action
• Meter Read
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 164 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris)

DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 165 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris) www.northstarutilities.com
Support Call N/A
Date: April 28, 2020 Support Call: N/A
Customer: City of Santa Monica Department: NS-PS
Attention: Ron Mason Fixed Price: $7,500
Services Description: City of Santa Monica (“Santa Monica”) has requested NorthStar’s assistance with performing Acceptance Testing of the latest CIS Update.

Scope of Work:
• Conduct User Acceptance testing on behalf of Santa Monica using NorthStar’s standard test plan.
• Test and provide results for each script executed as part of the test plan.

Assumptions:
• NorthStar Support Services will deploy the latest CIS update to Santa Monica’s NorthStar TEST environment.
• NorthStar’s standard release test plan will be adjusted to remove those scripts not applicable to Santa Monica.
• Issues identified during User Acceptance testing will be recorded in TeamSupport and remediated by NorthStar Support Services.
• NorthStar User Acceptance testing will not include any third party integrations not accessible by NorthStar.
• Upon completion of User Acceptance testing Santa Monica will be responsible for final System Acceptance testing; which will include Santa Monica specific modifications and third party integrations.
• Upon completion of System Acceptance testing Santa Monica will provide Acceptance sign off prior to promoting the latest CIS to production.
• All project activities to be performed remotely, unless otherwise requested. • Santa Monica will provide the appropriate remote access to its network, facilities, and systems as may be required to perform activities from one of NorthStar’s locations. NorthStar shall abide by all rules and directions of Santa Monica when accessing Santa Monica’s network, facilities or systems.

DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 166 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris) www.northstarutilities.com
Support Call N/A
Approach:

NorthStar strives to commence all work within 90 days of contract award. However, client demands and critical path resourcing can, at times, result in additional delays to project starts. Please speak to your account manager to obtain the current anticipated project start date.

Should additional time be required to complete this project at any time, you will be notified and asked for your approval in advance of NorthStar completing the incremental work.

Acceptance Terms:

The work contained within this document is deemed completed and accepted upon provision of NorthStar test results for each applicable bill code provided by the Customer.

Note: Any items requiring support following acceptance of this work should be logged through the Support Desk.

Price:

This is a fixed price quote based on the scope described above. An additional amount equal of 5% of the total fees billed have been included in the fee charged to cover technology, communication and administrative costs. If there are material changes to the scope or our understanding of the scope, the price is subject to change.

Any additional scope will be charged at NorthStar’s standard rate of $220/hr.

Price excludes any applicable taxes.

Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and would need to be reassessed and re-quoted if still required.

Payment Terms:

This quotation will require a 50% deposit on signing, before any work will begin. • 50% is due upon delivery of User Acceptance testing results.

Invoices are payable upon receipt.

DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 167 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris) www.northstarutilities.com
Support Call N/A
Termination:

Unless NorthStar and/or Santa Monica exercises its right to terminate this quote due to material breach or default, NorthStar must provide, and Santa Monica must purchase, Services from NorthStar for the items defined within this quote.

If Santa Monica and/or NorthStar exercises its right to terminate this quote due to material breach or default, or Santa Monica and/or NorthStar terminates this quote without cause, Santa Monica’s obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause;

2. Return the Software to NorthStar and certify, under the hand of a duly authorized officer of the Organization, that all copies of the Software or any part thereof, in any form, within the possession or control of the Organization have been returned to NorthStar. (if applicable)

3. Complete payment for services performed and expenses incurred prior to termination including:
a. Any amounts previously invoiced but unpaid;
b. Fees for services performed through the termination date which has not been invoiced; and
c. Any approved Travel and Living costs.

NorthStar’s obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause;

2. Refund to Santa Monica any fees that have not been earned under this quote through the termination date.

Under no circumstances shall NorthStar be liable for any special, indirect, consequential, punitive or incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure or malfunction, loss of data or any other damages or losses in connection with this statement of work, even if NorthStar has been advised of the possibility of such damages. In any event, NorthStar shall not be liable to pay any amount, in the aggregate, that is greater than the fees received by NorthStar under this statement of work.

Acceptance:

A signature below will serve as authorization to proceed with this quotation. Please sign and return this document by email to Pav Sekhon at [email protected].

□ Approval to Proceed
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 168 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris) www.northstarutilities.com
Support Call N/A
Date: April 28, 2020 Support Call: N/A
Customer: City of Santa Monica Department: NS-PS
Attention: Ron Mason Fixed Price: $33,495
*Services work will be drawn down against Santa Monica prepaid hours as incurred. Price does not include travel for any onsite activities which will be billed as incurred. The 5% fee for telecommunication, administration and communications has been included in the fixed price amount.

Services Description: City of Santa Monica (“Santa Monica”) is requesting a bucket of 145 prepaid service hours at a rate of $220 per hour to be used towards NorthStar services as requested.

Scope of Work:
• To be determined. A formal statement of work will be prepared for each services request outlining the particulars of the deliverable and estimated effort to complete.

Assumptions:
• Santa Monica to advise NorthStar at the time of any quote request that the effort should be drawn down from the prepaid hours balance.
• Prepaid hours must be used within 12 months of contract signing. If they are not fully recognized at the end of the 12 months any unused hours will expire and will not be eligible for refund.

Approach:

The hours will be made available for use upon signing.

For any new work associated with the prepaid hours note that NorthStar strives to commence all work within 90 days of contract award. However, client demands and critical path resourcing can, at times, result in additional delays to project starts. Please speak to your account manager to obtain the current anticipated project start date.

Should additional time be required to complete this project at any time, you will be notified and asked for your approval in advance of NorthStar completing the incremental work.

Once the custom modification is ready for testing, you will be contacted by the NorthStar Consultant assigned to your project to walk you through the steps required for testing.

DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 169 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris) www.northstarutilities.com
Support Call N/A
Acceptance Terms:

The work contained within this document is deemed completed as hours are consumed.

Price:

This is a fixed price quote based on the scope described above. An additional amount equal of 5% of the total fees billed have been included in the fee charged to cover technology, communication and administrative costs. If there are material changes to the scope or our understanding of the scope, the price is subject to change.

Price excludes any applicable taxes.

Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and would need to be reassessed and re-quoted if still required.

Payment Terms:
• 100% due on signing
Invoices are payable upon receipt.

Termination:

Unless NorthStar and/or Santa Monica exercises its right to terminate this quote due to material breach or default, NorthStar must provide, and Santa Monica must purchase, services from NorthStar for the items defined within this quote.

If Santa Monica and/or NorthStar exercises its right to terminate this quote due to material breach or default, or Santa Monica and/or NorthStar terminates this quote without cause, Santa Monica’s obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause;

2. Return the Software to NorthStar and certify, under the hand of a duly authorized officer of the Organization, that all copies of the software or any part thereof, in any form, within the possession or control of the Organization have been returned to NorthStar (if applicable).

3. Complete payment for services performed and expenses incurred prior to termination including:
a. Any amounts previously invoiced but unpaid;
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 170 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris) www.northstarutilities.com
Date: April 28, 2020 Support Call: N/A
Customer: City of Santa Monica Department: NS-PS
Attention: Ron Mason Fixed Price: $20,325*
*This price does not include travel time & expenses which will be billed as incurred.

Services Description: City of Santa Monica (“Santa Monica”) has requested a Utilization Review of the NorthStar CIS. The objective of the Utilization Review is to assess the Utility’s current business processes, custom modifications and interfaces developed for the Utility, and identify areas where process change, reporting, automation, new add-ons or integrations could be implemented to maximize both software and resource utilization. This session will involve power users and/or managers working through the identified processes and documenting opportunities for improvement.

Scope of Work:
• 5 days onsite Utilization Review with the NorthStar Business Consultant o During the onsite review the NorthStar Business Consultant will work with Subject Matter Experts (SME) from each functional area reviewing current resourcing , responsibilities and business processes. Each will be documented and discussed in detail to allow for further evaluation and efficiency improvement recommendation.

Efficiency recommendations may come in the form of process improvement, automation, configuration, report development, integration or modification development or task reallocation between functional area. • Create Utilization Review Document detailing recommended process improvements and potential automation opportunities
o The Utilization Review Document details the information gathered during the onsite review. Recommendations are fully documented under each functional area, and an Executive Summary is provided which serves to identify the items which will have the greatest value for the Utility.
• Utilization Review Follow Up Call to discuss detailed recommendations o Upon review of the delivered Utilization Review Document, the NorthStar Business Consultant will conduct a follow up call to discuss the document and the recommended changes. The Consultant will assist in determining what changes the Utility will implement and discuss timelines around such implementation. NorthStar will provide estimates for providing subsequent training, additional automation programming, modification and integration development, report development and configuration assistance, where applicable
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 171 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris) www.northstarutilities.com
Approach:

NorthStar strives to commence all work within 90 days of contract award. However, client demands and critical path resourcing can, at times, result in additional delays to project starts. Please speak to your account manager to obtain the current anticipated project start date.

Should additional time be required to complete this project at any time, you will be notified and asked for your approval in advance of NorthStar completing the incremental work.

Assumptions:
• Santa Monica to ensure the appropriate staff is available to work with NorthStar resources while onsite. It is expected that the individuals identified will have experience in the day-to-day operations and will work closely with the consultants to resolve issues, requests or questions as required.
• Quote is based on a standard 8 hour work day. If there are any changes to the hours required, scope or our understanding of the scope, the price is subject to change. • Recommended business process changes will not be implemented as part of this statement of work. Should Santa Monica choose to move forward with implementing any of the recommendations a change order will be issued to assess the increase in effort, scope and schedule impact.
• The Consultant will work on Santa Monica premises and will have ready access to appropriate personnel in the user departments and to the technical documentation associated with the systems.

Acceptance Terms:

The work contained within this document is deemed completed and accepted once onsite activity is completed and the Utilzation Review document has been received by the Santa Monica.

Note: Any items requiring support following acceptance of this work should be logged through the Support Desk.

Price:

This is a fixed price quote of $20,325 USD based on the scope described above. An additional amount equal of 5% of the total fees billed have been included in the fee charged to cover technology, communication and administrative costs. If there are material changes to the scope or our understanding of the scope, the price is subject to change.

Any additional scope will be charged at the standard NorthStar hourly rate.

Price excludes any applicable taxes.

DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 172 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris) www.northstarutilities.com
Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and would need to be reassessed and re-quoted if still required. *In addition to the fees outlined above the Santa Monica will be billed for all reasonable expenses.

Direct costs, including but not limited to travel, meals and accommodation, will be charged as incurred.

Travel time will be billed at $75.00 per hour.

Payment Terms:

This quotation will require a 50% deposit on signing, before any work will begin. Payment milestones to be invoiced as follows:
• 50% on contract signature
• 35% on delivery of on site Utilization Review
• 15% on delivery of Utilization Review Document
Invoices are payable upon receipt.

Termination:

Unless NorthStar and/or the Santa Monica exercises its right to terminate this quote due to material breach or default, NorthStar must provide, and Santa Monica must purchase, services from NorthStar for the items defined within this quote.

If Santa Monica and/or NorthStar exercises its right to terminate this quote due to material breach or default, or Santa Monica /or NorthStar terminates this quote without cause, Santa Monica’s obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause;

2. Return the Software to NorthStar and certify, under the hand of a duly authorized officer of the Organization, that all copies of the Software or any part thereof, in any form, within the possession or control of the Organization have been returned to NorthStar. (if applicable)

3. Complete payment for services performed and expenses incurred prior to termination including:
a. Any amounts previously invoiced but unpaid;
b. Fees for services performed through the termination date which has not been invoiced; and
c. Any approved Travel and Living costs.

NorthStar’s obligation includes the following:

1. Provide notice of 10 calendar days for termination without cause; Under no circumstances shall NorthStar be liable for any special, indirect, consequential, punitive or incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 173 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris) 2017 2018 2019 2020 2021
Maintenance and Support
Northstar 6.4 Supporn incl. (NS 6.4 eCARe, eDOCs, EIS) 26,914.00 $     $    28,259.70 $    29,672.69 $    31,156.32 $    32,714.14 Escrow Annaul Fee 1,753.00 $       $      1,840.65 $      1,932.68 $      2,029.32 $      2,130.78 mCare Support 7,154.00 $       $      7,511.70 $      7,887.29 $      8,281.65 $      8,695.73 Water Conservation Support 2,870.00 $       $      3,013.50 $      3,164.18 $      3,322.38 $      3,488.50 Site License 2,553.00 $       $      2,680.65 $      2,814.68 $      2,955.42 $      3,103.19 Tansfirst 2,259.00 $       $      2,371.95 $      2,490.55 $      2,615.07 $      2,745.83 CustomerConnect $                ‐ $      1,500.00 $      1,575.00 $      1,653.75 $      1,736.44 Subtotal 43,503.00 $     $    47,178.15 $    49,537.07 $    52,013.91 $    54,614.61 Minus Budget Savings (0.80) $              $     (2,370.88) $      ‐ (2,937.50) $                 ‐ $ Subtotal $    43,502.20 $    44,807.27 $    46,599.57 $    52,013.91 $    54,614.61 Total Maintenance and Support 241,537.56 $
mCare 6 30,000.00 $
Server Migration 35,000.00 $
NorthStar Upgrade to Latest Version 8,500.00 $
Utilization Review 25,000.00 $
Pre‐Paid Hours 33,495.00 $
CustomerCare 6 (CC6) 38,750.00 $
CC Maintenance 15,000.00 $
Misceallenous 5,879.44 $
Total 433,162.00 $
Exhibit B-3
Budget
DocuSign Envelope ID: 5DF0E8DE-3F75-417B-BE26-41EE075CFCF4

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Packet Pg. 174 Attachment: CT 9649 (Modification 3) (5383 : Mod 4 - CT #9649 - Harris) City Council
Report
City Council Meeting: March 14, 2023
Agenda Item: 5.B
1 of 7
To: Mayor and City Council
From: Danielle Noble, Acting Director, Community Services Department, Housing and Human Services
Subject: Adoption of Resolution Declaring Surplus Properties Recommended Action
Staff recommends that the City Council:

1. Declare three City-owned properties located at 1217 Euclid Street (APN 4282- 004-900), 1211-1217 Fourteenth Street (APN 4282-003-900 and -901), and 1146 Sixteenth Street (APN 428-1005-900) as “exempt surplus land” as defined in Government Code Section 54221(f);

2. Adopt a Resolution declaring the City-owned properties at 1217 Euclid Street, 1211-1217 Fourteenth Street, and 1146 Sixteenth Street as exempt surplus land, and authorize the City Manager or his or her designee to take implementing actions necessary to comply with the Surplus Land Act (Government Code sections 54220 et seq.; and

3. Authorize the City Manager or his or her designee to submit the report of declared exempt surplus land as part of the Annual Report to the California Department of Housing and Community Development (HCD), in conformance with state law.

4. Adopt a finding of no possibility of significant effect on the environment pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines and find that the issuance of a Request for Proposal for affordable housing on the City-owned properties at 1217 Euclid Street, 1211-1217 Fourteenth Street, and 1146 Sixteenth Street are consistent with the certified 6th Cycle Housing Element Environmental Impact Report.

Summary
Staff requests that Council adopt a resolution (Attachment A) declaring the City-owned properties at 1217 Euclid Street, 1211-1217 Fourteenth Street and 1146 Sixteenth Street as exempt surplus land because the City has plans to develop 100% affordable housing on those properties which meets the criteria for exempt surplus land under the

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Surplus Land Act (SLA). These declarations are consistent with Council’s direction under the City’s adopted and certified 2021-2029 Housing Element, which identifies these sites as suitable to accommodate a portion of the City’s share of regional housing need for lower income households pursuant to State law.

On February 14, 2023, the City declared a Local Emergency on homelessness (Attachment B), which enables staff to expedite the development of affordable housing on City-owned land to meet the goals of the 2021-2029 Housing Element. Consistent with the Emergency Order and the Housing Element, the City will issue a request for proposals (RFP) for the City-owned properties at 1217 Euclid Street, 1211-1217 Fourteenth Street and 1146 Sixteenth Street. The purpose of the RFP is to select a development team qualified to develop affordable housing at all three sites. After evaluating proposals, staff will return to Council with a recommendation for the best development team.

Discussion
California Surplus Land Act
The California Surplus Land Act (Government Code 54220 et seq.) (SLA) governs the sale of surplus lands and requires local agencies to prioritize opportunities for certain uses including affordable housing development for any land the entity may sell or lease.

Surplus land may be declared either “surplus” or “exempt surplus” by the legislative body of the local agency as supported by written findings. Exempt surplus land does not have to follow the procedural requirements of the Surplus Land Act, and includes surplus land that is offered for open, competitive bid for a 100% affordable housing development. The law requires local agencies to report on the list of surplus lands in the General Plan Annual Progress Report, which is due April 1 of each year.

Effective January 1, 2020, Assembly Bill (AB) No. 1486 and AB No. 1255 amended the SLA to require local agencies to formally declare publicly-owned property not necessary for the local agency’s use, as surplus land or exempt surplus land before beginning the disposition process. Surplus land must follow a statutory noticing and negotiation period with certain designated entities, including eligible housing sponsors defined by the

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California Department of Housing and Community Development (HCD). Exempt surplus land does not have to follow the procedural requirements of the Surplus Land Act. As provided in the SLA, exempt surplus land includes “surplus land that is put out to open, competitive bid for a housing development, which may have ancillary commercial ground floor uses, that restricts 100 percent of the residential units to persons and families of low or moderate income, with at least 75 percent of the residential units restricted to lower income households, as defined in Section 50079.5 of the Health and Safety Code, with an affordable sales price or an affordable rent, as defined in Sections 50052.5 or 50053 of the Health and Safety Code, for a minimum of 55 years for rental housing and 45 years for ownership housing, and in no event shall the maximum affordable sales price or rent level be higher than 20 percent below the median market rents or sales prices for the neighborhood in which the site is located.” The City’s pending RFP for 100% affordable housing development for the properties at 1217 Euclid Street, 1211-1217 Fourteenth Street and 1146 Sixteenth Street meets the criteria for exempt surplus land. The declaration of these properties as exempt surplus land will allow for the competitive RFP process to proceed in accordance with the SLA.

Housing Element Implementation and Homelessness State of Emergency On October 11, 2022, the City Council adopted the 2021-2029 Housing Element (Attachment C), a State-mandated plan for meeting the City’s share of regional housing needs. State law requires that the Housing Element include an inventory of land that demonstrates the City’s capacity to realistically accommodate new housing development at all income levels. To address the City’s shortfall of sites that are suitable for the creation of housing affordable to low-income households, the City committed to developing 100% affordable housing on City-owned parcels identified in Appendix F, Figure F-7 of the Housing Element (Attachment D). As specified in Housing Element Program 2.E (Attachment E), the City plans to issue at least three RFPs for the development of affordable housing on City-owned sites, the first of which would be issued by June 30, 2023.

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On February 14, 2023, the City declared a Local Emergency on homelessness, which directs staff to streamline, accelerate, and expedite processes which implement Council-approved policy in the 2021-2029 Housing Element regarding City-owned land identified for affordable housing, such as issuing requests for proposals to identify development teams with demonstrated capacity to design, finance, construct, and operate affordable housing.

Next Steps
Consistent with the goals established in the Emergency Order and the Housing Element, the City will issue an RFP for the City-owned public parking lots at 1217 Euclid Street, 1211-1217 Fourteenth Street and 1146 Sixteenth Street. Staff has prioritized the three public surface parking lots near Wilshire Boulevard and Fourteenth Street for the first RFP based upon constraints to redevelopment in the near term of the other Cityowned sites. The Housing Element projects capacity for a total of 130 residences affordable to low- and very low-income households across the three public surface parking lots near Wilshire Boulevard and Fourteenth Street. Aerial photos and descriptions of the three sites near Wilshire Boulevard and Fourteenth Street, their projected housing capacity, and surrounding uses are provided in Attachment F.

The purpose of the RFP process is to evaluate and select a development team that is qualified to undertake the development of all three sites. The RFP will invite development teams to submit information about their qualifications, experience, and financial capacity to undertake and successfully complete affordable housing development. The RFP will also ask the teams to submit conceptual designs and service plans to illustrate the team’s overall approach and thought process toward achieving the City’s affordable housing objectives. Proposers would also be encouraged to consider and propose approaches to replacing the public parking among the sites.

After evaluating proposals, staff will return to Council for consideration and selection of a development team. After Council selection of a development team, the team would further refine the conceptual development in conjunction with input from community stakeholders through a public outreach process. Staff would return to Council again for

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consideration and approval of an agreement involving a proposed development and the financial terms associated with use of the City-owned property.

Environmental Review
The declaration of the City-owned properties as surplus lands would have no possibility of significant effect on the environment, and therefore, is exempt pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines. Additionally, the issuance of a RFP for development of affordable housing on City-owned properties located near Wilshire Boulevard and 14th Street was analyzed as part of the 2021-2029 6th Cycle Housing Element Environmental Impact Report (EIR) [SCH No. 20212269242021] that was certified by Council on October 12, 2021, with an Addendum to the EIR approved on October 11, 2022. This authorization of an RFP implements a portion of that 6th Cycle Housing Element project.

An analysis has been performed pursuant to CEQA Guidelines §15162 to determine whether subsequent environmental review is required for the issuance of the RFP.

Based upon this analysis, the following findings are made to support the determination that no subsequent environmental review is required:
1) No substantial changes are proposed in the project which will require major revisions of the previous EIR and Addendum due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. In this case, there are no changes to the project.
2) No substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous addendum due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. In this case, no substantial changes have occurred.

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3) There is no new information, which was not known and could not have been known at the time of the previous EIR and Addendum that the project will have significant effect not discussed in the EIR and Addendum.

Based upon these findings, it has been determined that no further environmental documentation is required for this project.

Past Council Actions
10/11/2022
(Attachment C)
City Council adopted 2021-2029 Housing Element
2/14/2023
(Attachment B)
City Council declaration of Local Emergency on Homelessness Financial Impacts and Budget Actions
There is no immediate financial impact or budget action necessary as a result of the recommended action. Staff will return to Council if specific budget actions are required in the future. Staff estimates that the potential parking revenue loss due to the closure of Parking Lots 7, 8 and 12 would be approximately $0.2 million annually. Following receipt and review of proposals, staff would return to Council with recommendations for the selection of an affordable housing development team, terms for disposition of City land, and a possible Housing Trust Fund loan.

Prepared By: Ayala Scott, Senior Development Analyst
Approved Forwarded to Council
Attachments:

A. Proposed Resolution

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B. February 14, 2023 Staff Report (Web Link)
C. October 11, 2022 Staff Report (Web Link)
D. Housing Element Appendix F, Figure F-7
E. Housing Element Program 2.E
F. Aerial images and site descriptions for Euclid, 14th St. and 16th St. sites

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1 City Council Meeting: March 14, 2023 Santa Monica, California RESOLUTION NUMBER ____________ (CCS)
(City Council Series)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA

MONICA, CALIFORNIA, DECLARING THAT CERTAIN REAL
PROPERTY OWNED BY THE CITY LOCATED AT 1217 EUCLID
STREET, 1211-1217 FOURTEENTH STREET, AND 1146 SIXTEENTH

STREET QUALIFIES AS EXEMPT SURPLUS LAND UNDER THE
SURPLUS LAND ACT BECAUSE PROPOSED FOR 100%

AFFORDABLE HOUSING DEVELOPMENT AND NOT NECESSARY FOR
THE CITY’S USE; AND FINDING THAT SUCH DECLARATION IS

EXEMPT FROM ENVIRONMENTAL REVIEW UNDER THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT, AND TAKING RELATED ACTIONS
WHEREAS, the California Surplus Land Act (Government Code 54220 et seq.) (SLA) governs the sale of surplus lands and requires local agencies to prioritize opportunities for certain uses including affordable housing development for any land the entity may sell or lease; and
WHEREAS, surplus land may be declared either “surplus” or “exempt surplus” by the legislative body of the local agency as supported by written findings; and WHEREAS, the disposition of exempt surplus land does not have to follow the procedural requirements of the Surplus Land Act, and includes surplus land that is offered for open, competitive bid for 100% affordable housing development; and WHEREAS, the SLA and Housing Element Law require local agencies to report on the list of surplus lands in the General Plan Annual Progress Report, which is due April 1 of each year; and
WHEREAS, the City of Santa Monica owns those certain parcels at 1217 Euclid Street, 1211-1217 Fourteenth Street, and 1146 Sixteenth Street (collectively, “the

5.B.a
Packet Pg. 182 Attachment: Proposed Resolution [Revision 3] (5511 : Resolution Declaring Surplus Properties) 2 Properties”), which are more specifically described in Exhibit “A,” which is attached to this Resolution; and
WHEREAS, the Properties qualify as “exempt surplus land” within the meaning of the Surplus Land Act because the City has plans to develop these properties for qualifying affordable housing projects; and
WHEREAS, the development of the Properties for affordable housing is consistent with the City’s adopted and certified 2021-2029 Housing Element, which identifies these sites as suitable to accommodate a portion of the City’s share of regional housing need for lower income households pursuant to State law; and
WHEREAS, the City desires to issue a Request for Proposals for developers to develop affordable housing on the Properties; and
WHEREAS, the accompanying staff report provides supporting information upon which the declaration and findings set forth in this Resolution are based; and WHEREAS, the declaration of the City-owned properties as exempt surplus land would have no possibility of significant effect on the environment, and therefore, is exempt pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines; and
WHEREAS, the issuance of an RFP for development of affordable housing on Cityowned properties located near Wilshire Boulevard and 14th Street was analyzed as part of the 2021-2029 6th Cycle Housing Element Environmental Impact Report (EIR) [SCH No. 20212269242021] that was certified by Council on October 12, 2021, with an Addendum to the EIR approved on October 11, 2022. This authorization of an RFP implements a portion of that 6th Cycle Housing Element project.

WHEREAS, an analysis has been performed pursuant to CEQA Guidelines 15162 to determine whether subsequent environmental review is required for the issuance of the RFP. Based upon this analysis, the following findings are made to support the determination that no subsequent environmental review is required:

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Packet Pg. 183 Attachment: Proposed Resolution [Revision 3] (5511 : Resolution Declaring Surplus Properties) 3 1) No substantial changes are proposed in the project which will require major revisions of the previous EIR and Addendum due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. In this case, there are no changes to the project.
2) No substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous addendum due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. In this case, no substantial changes have occurred.
3) There is no new information, which was not known and could not have been known at the time of the previous EIR and Addendum that the project will have significant effect not discussed in the EIR and Addendum.

NOW, THEREFORE, the City Council hereby resolves as follows:

SECTION 1. The above recitals are true and correct and are a substantive part of this Resolution.

SECTION 2. The City Council hereby declares that the Properties qualify as exempt surplus land because proposed for 100% affordable housing development that meet the criteria of exempt surplus land under the SLA, and the Properties are not necessary for City’s use.

SECTION 3. This Resolution has been reviewed with respect to the applicability of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) (“CEQA”). City staff has determined that the designation of this property as surplus does not have the potential for creating a significant effect on the environment and is therefore exempt from further review under CEQA pursuant to State CEQA Guidelines Section 15060(c)(3) because it is not a project as defined by the CEQA Guidelines Section 15378.

Adoption of the Resolution does not have the potential for resulting in either a direct

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Packet Pg. 184 Attachment: Proposed Resolution [Revision 3] (5511 : Resolution Declaring Surplus Properties) 4 physical change in the environment or a reasonably foreseeable indirect physical change in the environment. If and when the property is sold or leased to a purchaser and that purchaser proposes a use for the property that requires a discretionary permit and CEQA review, that future use and project will be analyzed at the appropriate time in accordance with CEQA.

SECTION 4. The City Manager or his or her designee is authorized to submit the report of declared exempt surplus land as part of the Annual Report to the California Department of Housing and Community Development (HCD), in conformance with state law, and file a Notice of Exemption pursuant to CEQA Guidelines Section 15062.

SECTION 5. The City Manager or his or her designee is hereby authorized to do all things which are deemed necessary or proper to effectuate the purposes of this Resolution, and any such actions previously taken are hereby ratified and confirmed.

SECTION 6. 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. 185 Attachment: Proposed Resolution [Revision 3] (5511 : Resolution Declaring Surplus Properties) 5 EXHIBIT “A”
1217 Euclid Street; APN 4282-004-900
1211-1217 Fourteenth Street; APN 4282-003-900 and APN 4282-003-901 1146 Sixteenth Street; APN 4281-005-900

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Packet Pg. 186 Attachment: Proposed Resolution [Revision 3] (5511 : Resolution Declaring Surplus Properties) F- City of Santa Monica 2021-2029 Housing Element 19
Figure F-7 City-Owned SSI Sites
Address Parcel Nos. GP Designation Zoning Existing Use
Existing Base
Allowable
Density or FAR
Proposed
Density
with
Program

2.E
Land Area
(sf)
Unit
Capacity
with
Program

2.E
Other Info
1146 16th St 4281005900 Low Density
Residential R2
Public parking
lot 8 behind
Café Zella
1 unit/2000 sf
or 4 units
(whichever
less)
150
units/acre 7,500 26 No leases – parking is
City operated
1217 Euclid St 4282004900
Medium
Density
Residential
R3 Public parking
lot 7
1 unit/1500 sf
or 5 units
(whichever
less)
150
units/acre 15,000 52 No leases– parking is City operated 1217 14th St

4282003900 Medium
Density
Residential
R3

Public parking
lot 12 behind
Petco

1 unit/1500 sf
or 5 units
(whichever
less)
150
units/acre
15,000
52 No leases– parking is
4282003901 City operated
Main St between
Ocean Park Blvd
and Kinney St
4288009900
High Density
Residential R3/R4
Public parking
lots 9, 10, and 11
on Main St
(excludes
alleys)
1 unit/1500 sf
or 5 units
(whichever
less)
150
units/acre 167,388 577
No leases– parking is
City operated; but
replacement parking
will be necessary
(Coastal Zone)
4288010900
4288014901
4288011900

4288012902
4288013905
4288015901
1333 4th St

4291011909
Bayside
Conservation BC
Bank of
America; Chase
bank

2.25 FAR 150
units/acre 52,489 181
Bank of America’s
lease ends in 2026 and
Chase Bank has
requested to extend
their lease to 2026 and
terminate alongside
the BofA lease.
4291011910
1324 5th St

4291011900
Neighborhood
Village NV Public parking
lot 27 2.25 FAR 150
units/acre 52,470 181 No leases– parking is
City operated 4291011901
4291011902

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Packet Pg. 187 Attachment: Housing Element Appendix F, Figure F-7 [Revision 1] (5511 : Resolution Declaring Surplus Address Parcel Nos. GP Designation Zoning Existing Use
Existing Base
Allowable
Density or FAR
Proposed
Density
with
Program

2.E
Land Area
(sf)
Unit
Capacity
with
Program

2.E
Other Info

4291011903
4291011904
4291011905
4291011908
1318 4th St

4291012900
Bayside
Conservation
BC

Parking
Structure 3 2.25 FAR 150
units/acre 30,000 104
City Council
authorized exclusive
negotiation
agreement on
1/22/2022 with EAH for
development of
affordable housing;
Demolition began
March 2022
4291012901
2500 Olympic

4268013919
Conservation
Arts Center
CAC

Bergamot Arts
Center1

1.0 FAR 150
units/acre 205,000 707
Property Management
Agreement until April
2027. City has annual
leases with 30
businesses (expiring
12/31) that will be
renewed each year
until redevelopment
4268014900
Total Estimated Capacity
1,880
1 The 205,000 sf land area accounts for half of the Bergamot Arts Center parcel being occupied by an existing leased R&D building which precludes housing development on this portion of the site

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Packet Pg. 188 Attachment: Housing Element Appendix F, Figure F-7 [Revision 1] (5511 : Resolution Declaring Surplus 27 City of Santa Monica | 2021 - 2029 Housing Element
Program
No Program Objective Timing

2.E Commit To The Production Of Affordable Housing On City-Owned/Publicly- Owned Land The City shall commit City-owned sites for the production of 100% affordable housing, with consideration of other community-serving purposes, including, but not limited, to green space, place making, and/or community-serving commercial and revenue generating uses.

The City shall plan for a minimum of 1,880 affordable housing units across available City-owned sites, which are located throughout the City, as shown in Figure F-6, Appendix F, which may include, but shall not be limited to, rezoning actions in the LUCE, Specific Plans, and/or Zoning Ordinance amendments.

Amendments to maximize affordable housing development potential on City-owned sites, and any subsequent development of those sites will be guided through a public process, including engagement of community stakeholders. At least three RFPs shall be issued for city-owned sites identified on the Suitable Sites Inventory to accommodate at least 1,880 affordable units. The first RFP for a city-owned site shall be issued by June 30, 2023. Subsequently, the City shall issue an RFP by June 30, 2025, and June 30, 2027 accounting for existing constraints on city-owned sites such as existing leases as shown in Figure F-6, Appendix F. Following the regular process for production of affordable housing on city-owned land, at the conclusion of the RFP process, the City will select a developer partner for each city-owned site with the intent to develop each site for 100% affordable housing. The developer would negotiate a ground lease with the City, process any necessary loans through the City’s local Housing Trust Fund, and concurrently process the Planning entitlements for the project through a ministerial process. The timeframe from selection of a developer to issuance of building permits typically takes approximately 24-30 months. As has been done in the past, the City will use a variety of tools to facilitate 100% affordable housing development, including but not limited to:
• Facilitate appropriate zoning and process to support 100% affordable housing • Substantially reduced or free ground rent, the City will • Providing funding through local housing trust fund
• Support applications for other funding sources for affordable housing (e.g. low-incomehousing tax credits, grants, State funding, Federal funding) • Support measures that are not housing constraints to generate and allocate tax revenue for the acquisition and development of deed-restricted affordable housing Further, the City will continue to assess appropriate City-owned properties for the development of affordable housing, or in some cases may consider the most appropriate disposition of City properties to nonprofit developers for the development of affordable housing.

Prioritize affordable
housing production on
city-owned land.

June 30, 2023
and Annual
Ongoing

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Packet Pg. 189 Attachment: Housing Element Program 2.E [Revision 1] (5511 : Resolution Declaring Surplus Properties) 1217 Euclid Street (Parking Lot 7)
Parcel size: approximately 15,000 square feet
Housing Element projected capacity: 52 residences
Existing parking spaces: 49
Adjacent uses: Retail, restaurant, other commercial, multifamily. The site is bordered to the north by a 10-space surface lot serving businesses fronting Wilshire, as well as by a partially vacant commercial building that formerly housed Performance Bicycle and its parking garage. It is bordered to the south by a 10-unit apartment building.

5.B.f
Packet Pg. 190 Attachment: Aerial images and site descriptions for Euclid, 14th St. and 16th St. sites [Revision 1] (5511 : Resolution Declaring 1211-1217 14th St. (Public Parking Lot 12)
Parcel size: approximately 15,000 square feet
Housing Element projected capacity: 52 residences
Existing parking spaces: 49
Adjacent uses: Banks, retail, restaurant, other commercial, commercial parking, multifamily. The site is bordered to the north by a four-space surface parking lot serving businesses fronting Wilshire, as well as by a commercial building that houses Unleashed by Petco. It is bordered to the south by a four-unit multifamily property. A 52-space paid surface lot for Bank of America and Video and Audio Center customers lies across the alley to the east.

Not a City
lot

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Packet Pg. 191 Attachment: Aerial images and site descriptions for Euclid, 14th St. and 16th St. sites [Revision 1] (5511 : Resolution Declaring 1146 16th Street (Public Parking Lot 8)
Parcel size: approximately 7,500 square feet
Housing Element projected capacity: 26 residences
Existing parking spaces: 21
Adjacent uses: Restaurant, commercial, multifamily. The site is bordered to the north by a duplex and to the south by a restaurant and a partially vacant strip mall with a 9-space surface parking lot. The parking lot for the former MacMall and mattress store lies across the alley to the west.

Not a City
lot

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Packet Pg. 192 Attachment: Aerial images and site descriptions for Euclid, 14th St. and 16th St. sites [Revision 1] (5511 : Resolution Declaring City Council
Report
City Council Meeting: March 14, 2023
Agenda Item: 5.C
1 of 7
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Water Resources Subject: Adoption of Resolutions Authorizing the Application for Grant Funds from the California State Department of Water Resources Urban Drought Relief Grant and the United States and the Bureau of Reclamation’s WaterSMART: Water Recycling and Desalination Planning Grant Program
Recommended Action
Staff Recommends that the City Council:

1. Adopt the attached resolutions authorizing the application for grants funds in the amount of $22.8 million with the California State Department of Water Resources’ Urban Community Drought Relief Grant Program and $961,033 with the United States Bureau of Reclamation’s WaterSMART: Water Recycling and Desalination Planning Grant Program.

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.

3. Adopt a finding of Categorical Exemption pursuant to Section 15262, Section 15302, Section 15303, Section 15304, and Section 15306 of the California Environmental Quality Act (CEQA) Guidelines.

Summary
To continue the City’s efforts in securing a reliable and drought resilient water supply while maintaining affordability of water, staff is seeking to apply for grant funding to support local water supply projects and planning efforts with the California Department of Water Resources and the United States Bureau of Reclamation. If successful, the grants would help the City accelerate current budgeted water supply projects and provide funding to accelerate future unfunded rehabilitation or resiliency projects for the City’s water and wastewater infrastructure. For the Department of Water Resources’ Urban Community Drought Relief Grant Program, the City is requesting approximately $22.8 million in grant funds to accelerate currently budgeted projects and provide a

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matching fund of approximately $7.6 million (25% matching contribution toward total project cost) from projects that are already budgeted in the City’s Fiscal Year 2022-24 Capital Improvement Program (CIP) budget. For the United States Bureau of Reclamation WaterSMART: Water Recycling and Desalination Planning grant opportunity, the City is requesting $961,033 in grant funding to advance future, unfunded planning efforts to maximize water recycling opportunities within the City and provide a funding match of $961,033 (50% matching contribution toward total project cost) from projects that are already budgeted in the City’s 2022-24 CIP budget. As part of the grant application submittal, both DWR and USBR require the City’s governing body to authorize the City Manager to file an application for funding, commit to matching fund requirements, and to negotiate and enter into an agreement with the funding agency, if awarded.

Discussion
The effects of Climate Change have impacted water supply availability, reliability, and resiliency across the State of California and the Southwest United States as ongoing drought conditions enter the 3
rd year of a multi-year drought. To mitigate climate change impacts on regional and local water supply reliability, Federal and State agencies have released several funding opportunities that support the planning, development, and implementation of water supply projects that bolster water supply reliability and resiliency while maintaining accessibility and affordability of water. The California Department of Water Resources was allocated an additional $545 million to award grants for drought relief projects and up to $300 million is being solicited through the Urban Community Drought Relief Grant Program. The United States Bureau of Reclamation recently released the WaterSMART: Water Recycling and Desalination Planning grant application aimed to assist and secure water supplies for future generations as well as alleviate drought conditions across the Western United States.

Having a diverse, sustainable, and drought resilient local water supply, or Water SelfSufficiency, was one of three primary environmental sustainability goals established by the City Council, along with Zero Waste and Carbon Neutrality, to advance the outcomes in the Sustainable City Plan. The City adopted an update to the Sustainable

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Water Master Plan in 2018 (Attachment A) with the goal of achieving water selfsufficiency by 2023. Climate change has created a volatile water cycle in California, characterized by periods of record setting drought or intense heavy precipitation, that has disrupted consistency in water availability and reliability across the region.

Becoming water self-sufficient as a city means long-term cost certainty for our residents, equitable access to safe, high-quality drinking water throughout the community while creating a diverse, sustainable, and drought-resilient local water supply to reduce the City’s reliance on imported water supplies. The goal of achieving 99% locally sourced water by 2023 has been impacted by the 2020 Regional Housing Needs Assessment, the Covid-19 Pandemic, and increased climate change impacts on local water supplies.

As discussed in the 2020 Urban Water Management Plan (Attachment B) and presented to Council at the June 8, 2021 City Council Meeting, the original goal may be impacted by as much as 20%, but this impact could potentially be mitigated through increased water conservation efforts (e.g., Smart Water meters to reduce water leaks) to achieve 85-90% water self-sufficiency.

The Water Resources Division is seeking to apply for grant funds to continue the City’s efforts to reduce our reliance on imported water supplies, promote water conservation to permanently reduce water demand, and provide a reliable and drought resilient water supply. As the Western United States continue to address severe drought conditions, both State and Federal agencies have released funding packages to provide immediate drought relief and secure reliable water supplies for future generations.

Through the California Department of Water Resources’ Urban Community Drought Relief Grant program, staff is seeking funding support of up to $22.8 million for updating planning documents to address future water needs, implement a groundwater recharge well to replenish local groundwater aquifers with advanced treated recycled water from the City’s Sustainable Water Infrastructure Project (SWIP) (as outlined in the Groundwater Sustainability Plan, Attachment C), replacement of two aging groundwater production wells at the Charnock Well Field, and implementation of smart water meters in the City. The City is required to provide matching funds, approximately $7.8 million or 25% of the total project cost, for the requested grant amount. The required matching

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funds will be from projects that are currently budgeted in the City’s CIP. Receiving outside funding for already budgeted projects would free up funding resources to advance unfunded, future capital improvement or rehabilitation projects (e.g., rehabilitating the City’s four treated water storage reservoirs) for the City’s water and wastewater infrastructure.

The United States Bureau of Reclamation released the WaterSMART: Water Recycling and Desalination Planning grant application in December 2022 aimed to assist to stretch and secure water supplies for future generations as well as alleviate drought conditions across the Western United States. The WaterSMART program provides financial assistance to water agencies for projects that seek to conserve and use water more efficiently where water recycling and desalination are essential tools for stretching the limited water supplies in the Western United States. These sources provide local communities with a new source of clean water to increase water management flexibility and reliability. Staff is applying for grant funding under WaterSMART Funding Group I that provides up to $1 million in funding with a matching requirement of 50%, to assess the feasibility of advancing the City’s desalination capacity and/or water recycling efforts through direct potable reuse. Staff is applying for $961,033 in grant funding from the WaterSMART program and a grant fund match amount of $961,033 (50% matching) will be provided through the Groundwater Recharge Well SM-11i Project that is already budgeted in the City’s CIP.

Environmental Review
Proposed updates to the City’s water supply master plan(s) and feasibility studies are statutorily exempt from the California Environmental Quality Act (CEQA) under Section 15262 which exempts feasibility or planning studies for possible future actions. A complete CEQA review will be conducted for the identified projects in the master plan(s) or feasibility studies if the project is selected to move forward for implementation.

Projects that are already budgeted through the City’s CIP and used as matching fund requirements for the grant applications have already completed the necessary CEQA requirements. These projects include Groundwater Recharge Well SM-11i and SM-12i,

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Groundwater Resiliency Well Improvements at Charnock Well Field, and the Smart Water Metering Project. The potential environmental effects of the groundwater recharge well (SM-11i and SM-12i) were previously analyzed in the Olympic Arcadia Treatment Plant Initial Study/Mitigated Negative Declaration (IS/MND) (State Clearinghouse No. 2020070129), adopted on November 24, 2020. As determined in the previously adopted IS/MND, impacts would be less than significant with the implementation of adopted mitigation measures.

The proposed five monitoring wells in the Santa Monica Basin are exempt from CEQA pursuant to Section 15303 (Section 15303 (New Construction or Conversion of Small Structures), Section 15304 (Class 4 – Minor Alterations to Land), and Section 15306 (information Collection) of the CEQA Guidelines.
• Section 15303 exempts the construction of new small facilities or structures, including utility structures and extensions.
• Section 15304 exempts minor alterations to land, which do not involve removal of mature or scenic trees. Activities include minor grading, trenching, and backfilling
• Section 15306 exempts the basic data collection, research, experimental management, and resource evaluation activities which do not result in a serious or major disturbance to an environmental resource
The groundwater monitoring wells will be drilled up to depths between 400 to 800 feet below the surface with minimal ground surface area disturbed. Upon completion, the appearance of the monitoring wells will be largely confined to a small area with each well covered by a concrete pad not larger than 4 by 4 feet. The monitoring wells will provide information and data necessary to implement long-term sustainable groundwater planning and management for the Basin. Therefore, the installation of the monitoring wells qualifies for CEQA exemption pursuant to Sections 15303, 15304, and 15306 as they consist of the new construction of small structures, minor alteration to land, and information collection activities. In addition, none of the exceptions specified in Section 15300.2 of CEQA Guidelines would apply that would preclude the use of the CEQA exemptions:

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• The project site is not located in a sensitive environment • The project will not have a significant effect on the environment due to unusual circumstances
• The project would not damage scenic resources
• The project would not be located on a hazardous waste site based on a review of relevant databases
• The project would not cause a change to a historical resource as there are no historic resources identified within the identified site locations Replacement of the two groundwater productions wells at the Charnock Well Field is exempt from CEQA as set forth in Section 15302 (Replacement/Reconstruction) of the CEQA Guidelines which exempts replacement or reconstruction of existing structures and facilities where the new structure will be located in the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced because this project would replace existing groundwater productions wells that are beyond its asset life.

The Smart Water Metering Project, or Automated Metering Infrastructure, is also exempt from CEQA as set forth in Section 15302 (Replacement/Reconstruction) of the CEQA Guidelines because this project would replace and upgrade existing water meters and meter boxes.

Past Council Actions
Meeting Date Description
11/27/2018
(Attachment A)
City Council directs staff to proceed with an update to the Sustainable Water Master Plan and the recommended pathway to water self-sufficiency
6/8/2021
(Attachment B)
Public Hearing and Adoption of the City of Santa Monica’s 2020 Urban Water Management Plan and Water Shortage Contingency Plan
12/7/2021
(Attachment C)
Approval of Final Santa Monica Basin GSP

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Financial Impacts and Budget Actions
There is no immediate financial impact or budget action necessary as a result of recommended action. For the Department of Water Resources’ Urban Community Drought Relief Grant Program, Staff is requesting approximately $22.8 million in grant funds to accelerate currently budgeted projects and provide a matching fund of approximately $7.6 million (25% matching contribution toward total project cost). For the United States Bureau of Reclamation WaterSMART: Water Recycling and Desalination Planning grant opportunity, Staff is requesting $961,033 in grant funding to advance future, unfunded planning efforts to maximize water recycling opportunities within the City and provide a funding match of $961,033 (50% matching contribution toward total project cost) from projects that are already budgeted in the City’s 2022-24 CIP budget. Staff will return to Council with budget changes if the grant is awarded.

Prepared By: Chris Aguillon, Water Resources Protection Specialist Approved Forwarded to Council
Attachments:

A. November 18, 2018 Staff Report for the Sustainable Water Master Plan Update (Web Link)
B. June 8, 2021 Staff Report for the 2020 Urban Water Management Plan (Web Link)
C. Decmeber 7, 2021 Staff Report for the Groundwater Sustainability Plan (Web Link)
D. Resolution - Urban Community Drought Relief Grant
E. Resolution - WaterSMART Grant

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City Council Meeting: March 14, 2023 Santa Monica, California

RESOLUTION NUMBER (CCS)
(City Council Series)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA

AUTHORIZING THE CITY MANAGER TO APPLY FOR, NEGOTIATE, AND ENTER

INTO A CALIFORNIA STATE DEPARTMENT OF WATER RESOURCES URBAN

COMMUNITY DROUGHT RELIEF GRANT PROGRAM AGREEMENT FOR THE CITY

OF SANTA MONICA DROUGHT RELIEF PROJECT
WHEREAS, on January 25, 2011, the City Council directed staff to develop a plan to achieve 100% self-sufficiency on local water resources; and WHEREAS, the City recognizes that a sustainable and secure water future must include the coordinated and conjunctive reuse of al locally available water resources including traditionally non-potable sources such as brackish groundwater and wastewater; and
WHEREAS, the City proposes to implement the City of Santa Monica Drought Relief Project; and
WHEREAS, the City has the legal authority and is authorized to enter into a funding agreement with the State of California; and
WHEREAS, the City intends to apply for grant funding from the California Department of Water Resources for the City of Santa Monica Drought Relief Project.

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

SECTION 1. The Recitals above are incorporated herein by this reference.

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Packet Pg. 200 Attachment: Resolution - Urban Community Drought Relief Grant [Revision 1] (5541 : DWR and USBR Grant Applications for Drought Relief

SECTION 2. That pursuant and subject to all of the terms and provisions of Budget Act of 2021 (Stats. 2021, ch. 240, § 80) as amended (Stats. 2022, ch. 44, § 25), the City of Santa Monica City Manager, or designee is hereby authorized and directed to prepare and file an application for funding with the Department of Water Resources, and take such other actions necessary or appropriate to obtain grant funding.

SECTION 3. The City of Santa Monica City Manager, or designee is hereby authorized and directed to execute the funding agreement with the Department of Water Resources and any amendments thereto.

SECTION 4. The City of Santa Monica City Manager, or designee is hereby authorized and directed to submit any required documents, invoices, and reports required to obtain grant funding.

SECTION 5. The City Clerk shall certify to the adoption of this Resolution of the City Council, and thenceforth and thereafter the same shall be in full force and effect.

APPROVED AS TO FORM:

DOUGLAS SLOAN
City Attorney

5.C.d
Packet Pg. 201 Attachment: Resolution - Urban Community Drought Relief Grant [Revision 1] (5541 : DWR and USBR Grant Applications for Drought Relief

City Council Meeting: March 14, 2023 Santa Monica, California

RESOLUTION NUMBER (CCS)
(City Council Series)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA

AUTHORIZING THE CITY MANAGER TO APPLY FOR GRANT FUNDS FOR A UNITED STATES DEPARTMENT OF INTERIOR BUREAU OF RECLAMATION WATERSMART:

WATER RECYCLING AND DESALINATION PLANNING GRANT, AND TO NEGOTIATE

AND ENTER INTO A GRANT AGREEMENT WITH THE UNITED STATES BUREAU OF

RECLAMATION AND ANY AMENDMENTS THERETO
WHEREAS, the United States Department of Interior, Bureau of Reclamation has allocated approximately $30 million in grant funding for water recycling and desalination planning projects pursuant to the WaterSMART: Water Recycling and Desalination Planning Grant Program (“Grant Program”); and
WHEREAS, California’s Water Supply Strategy and the City’s Sustainable Water Master Plan recognize that a sustainable and secure water future must include the use of locally available water resources; and
WHEREAS, the City seeks to apply for grant funds in the amount of up to $1,000,000 from the Grant Program to further the City’s sustainable water supply objectives to improve drought resiliency, increase water supply, and enhance the flexibility in the management of the City’s water resources;

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

SECTION 1. The Recitals above are incorporated herein by this reference.

5.C.e
Packet Pg. 202 Attachment: Resolution - WaterSMART Grant [Revision 1] (5541 : DWR and USBR Grant Applications for Drought Relief Projects)

SECTION 2. The City of Santa Monica City Manager, or designee is hereby authorized and directed to prepare and file an application for funding for the WaterSMART: Water Recycling and Desalination Planning Grant Program to the United States Department of Interior, Bureau of Reclamation, and take such other actions necessary or appropriate to obtain grant funding.

SECTION 3. The City of Santa Monica City Manager, or designee is hereby authorized and directed to execute the funding agreement with the United States Department of Interior, Bureau of Reclamation and any amendments thereto.

SECTION 4. The City of Santa Monica City Manager, or designee is hereby authorized and directed to submit any required documents, invoices, and reports required to obtain grant funding.

SECTION 5. The City Clerk shall certify to the adoption of this Resolution of the City Council, and thenceforth and thereafter the same shall be in full force and effect.

APPROVED AS TO FORM:

DOUGLAS SLOAN
City Attorney

5.C.e
Packet Pg. 203 Attachment: Resolution - WaterSMART Grant [Revision 1] (5541 : DWR and USBR Grant Applications for Drought Relief Projects) City Council
Report
City Council Meeting: March 14, 2023
Agenda Item: 5.D
1 of 3
To: Mayor and City Council
From: Lori Gentles, Chief People Officer, Human Resources Department Subject: Award Contract to Alliant Insurance Services, Inc. for Employee Benefit Consulting Services
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect on the environment pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the City Manager to negotiate and execute an agreement with Alliant Insurance Services, Inc. for employee benefit consulting services for the Human Resources Department. This recommended award is made as an exception to the competitive bidding process pursuant to Municipal Code section 2.24.250 (c) and is for a total amount not to exceed $550,000 (including a $54,320 contingency) over five years with future year funding contingent on Council budget approval.

Summary
Like most large employers, the City of Santa Monica offers access to a range of health care insurance plans as an employee benefit. To ensure cost-effectiveness in a competitive marketplace for health plan coverage, the City contracts with a consultant to provide benefits consulting services which includes the negotiation of health and welfare insurance benefit plans and renewals with insurance carriers, issuing and assisting with requests for proposals for health insurance coverage, handling problematic insurance claim issues, proactive communication of emerging trends and regulatory updates, and other employee health and welfare issues.

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Discussion
The City’s current employee benefit consultant, Alliant, was awarded a five-year contract following a competitive request for proposal (RFP) process in 2018. Alliant provides a full range of employee benefits consulting services and day-to-day benefit plan administration, which includes the following services: renewal negotiations with carriers; contract review; claims/service assistance with vendors; legislative updates and interpretation; client meetings; vendor interface (correspondence and meetings); plan design; employee benefits strategic planning; financial analysis; claims experience analysis and reporting; plan marketing and general consulting services related to City employee benefit plans.

Vendor Selection
Exception to Competitive Bidding
Staff recommends Alliant Insurance Services, Inc., to provide employee benefit consulting services as an exception to competitive bidding per Municipal Code section

2.24.250 (c). The City of Stockton conducted a competitive RFP process in which Alliant was unanimously selected from seven (7) proposals and the negotiated rate for services for the City of Santa Monica is more competitive than what was included in the City of Stockton RFP.

The Santa Monica Municipal Code allows an exception to the competitive bidding process if a competitive bidding process was followed by a governmental agency, federal, state, county, city, joint powers agency, special district, or cooperative purchasing agency and the goods or services supplied to the City are at the same or better price.

Environmental Review
The award contract would have no possibility of significant effect on the environment, and therefore, is exempt pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

Financial Impacts and Budget Actions
Staff seeks authority to approve funding from the General Fund to award a contract with Alliant Insurance Services, Inc., for employee benefit consulting services. Future year funding is contingent on Council budget approval.

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Contract Request
FY 2023-24 Amount Future Years Department Account # Total Contract Amount $94,300 $455,700 01130004.552010 $550,000
Prepared By: Mark Brower, Deputy Director
Approved Forwarded to Council
Attachments:

A. City of Stockton Staff Report
B. OAKS

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City of Stockton
Legislation Text
File #: 21-0930, Version: 1

MOTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH ALLIANT INSURANCE SERVICES, INC. FOR BENEFITS CONSULTING SERVICES

RECOMMENDATION
It is recommended that the City Council authorize by motion the City Manager to execute an Agreement (Attachment A) with Alliant Insurance Services, Inc. for benefits consulting services. It is further recommended that this motion authorize the City Manager to take appropriate action to carry out the purpose and intent of this agreement.

SUMMARY
The City currently contracts with Gallagher Benefit Services to provide benefit consultant and actuary services. The agreement with Gallagher will expire on January 31, 2022. Pursuant to Stockton Municipal Code (SMC) 3.68.070, the Human Resources Department issued a Request for Proposals (RFP) on July 12, 2021, to solicit proposals for Benefit Consulting Services for the City of Stockton (City) employee benefits program. On October 29, 2021, the RFP Evaluation Committee (Committee) interviewed proposers and unanimously chose Alliant Insurance Services, Inc. (Alliant). If approved, the agreement with Alliant will commence on February 1, 2022, and continue for an initial three years until January 31, 2025, with an option to extend for two additional one-year option periods.

Alliant will bill the City for services rendered based on a flat fee as noted in the contract; however, annual fees shall not exceed $150,000 or $450,000 for the initial three-year term for providing comprehensive benefit consulting as required by the City. The billing structure is similar and consistent with the current benefits consultant contract.

It is recommended that Council approve a motion to approve findings pursuant to Stockton Municipal Code section 3.68.070 (SMC) and authorize the City Manager to execute a Professional Services Agreement with Alliant.

DISCUSSION
Background
The City provides a comprehensive benefits program, including a variety of health and voluntary benefits, to its active employees and their eligible dependents. For medical, the City offers five fully insured plan options through Kaiser Permanente; the Point-of-Service Plan since July 1, 2021, which is a three-tier plan consisting of a Health Maintenance Organization (HMO) Tier, Participating Provider Tier, and Non-Participating Provider Tier; Traditional HMO since 2011 and an HSA-Qualified High Deductible Health Plan HMO since 2016. In addition, the City also added the Sutter Health Plus plan in 2016. The City also offers two dental plan options through Delta Dental and one vision plan option through Vision Service Plan. Other City-provided benefits include a section 125 plan for health City of Stockton Page 1 of 4 Printed on 5/6/2022
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Packet Pg. 207 Attachment: City of Stockton Staff Report (5558 : Award Contract to Alliant Insurance Services, Inc. for Employee Benefit Consulting Services) File #: 21-0930, Version: 1
option through Vision Service Plan. Other City-provided benefits include a section 125 plan for health care, dependent care expenses, limited flexible spending account, and commuter benefits, life insurance, long-term disability, employee assistance services, and voluntary benefit plans such as supplemental life insurance, short term disability, accident, critical illness, and hospital indemnity.

In the past several years, the City has seen significant benefit-related changes affecting active employees and retirees. It is critical that the City have the assistance of industry experts to help manage insurance vendor relationships, including negotiating premium rates, ensuring continued compliance with legislative requirements such as the Affordable Care Act; and conducting required actuarial services. The City’s benefit consultant is also directly involved in working with staff on designing benefit plans that meet the specific needs of plan participants, helping to improve healthcare delivery, and developing cost containment measures that maintain and reduce program costs, all while providing the best possible level of customer service and competitive benefits to all employees.

Present Situation
Gallagher has been the City’s benefits consultant and provider of actuarial services since October 2017. Gallagher’s contract has been amended on two occasions to adjust the scope of services and associated costs as conditions have required. Although the current agreement automatically renewed on October 1, 2021, the City will amend the contract to set a termination date for January 31, 2022.

On July 12, 2021, the City Manager approved and authorized Human Resources staff to conduct the RFP process.

The RFP for Benefit Consulting Services was issued on September 9, 2021. The City received seven (7) proposals. These proposals were approved for the interview phase of the RFP, including Keenan & Associates (Oakland, CA), Alliant Insurance Services, Inc. (San Francisco, CA), Bolton an IMA Company (Pasadena, CA), Gallagher Benefit Services (Walnut Creek, CA), Burnham Benefits Insurance Services (Roseville, CA), Bohannon Insurance Group (Modesto, CA), and Segal (Glendale, CA).

The Committee was established to evaluate the proposals submitted and select the best available consulting company. The Committee was comprised of the Director of Human Resources, Deputy Director of Human Resources, Risk Manager/Safety Officer, Budget Officer, and a Human Resources Analyst I.

On October 29, 2021, the Committee interviewed the seven (7) proposers and asked vendor specific questions based on the responses to the RFP, as well as questions based on the following evaluation criteria:

1. Budgeting and reserve levels, rate development

2. Employee surveys

3. Compliance with federal and state law
After interviewing the seven (7) proposers and evaluating their responses, the Committee selected Alliant to provide benefits consulting services. The Committee unanimously ranked Alliant as their lead choice due to Alliant’s understanding of the City’s needs, which includes transitioning to Tyler Munis and mental health and wellness for public safety. The Committee also recognized Alliant’s understanding of the City’s unique needs through their work with many California public entities such City of Stockton Page 2 of 4 Printed on 5/6/2022
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Packet Pg. 208 Attachment: City of Stockton Staff Report (5558 : Award Contract to Alliant Insurance Services, Inc. for Employee Benefit Consulting Services) File #: 21-0930, Version: 1
understanding of the City’s unique needs through their work with many California public entities such as California Association of Highway Patrolmen, East Bay Municipal Utility District (EBMUD), City of Pleasanton, and City of San Jose.

Alliant has public entity expertise with over 1,000 public entity clients, including many cities, counties, special districts, community college districts, and K-12 public schools. Alliant’s experience will help the City to manage its health and welfare spend, reduce risk, improve employee benefits literacy, and have a meaningful and impactful wellness program. Alliant’s knowledge of the healthcare marketplace in conjunction with their expertise in working with clients of similar size positions them to deliver highly customized account level service to the City.

Alliant has an understanding of the needs of public employers in a collectively bargained environment and has been successful at finding cost savings without compromising employee benefit coverage.

Alliant works at the cutting edge of cost management strategies for employers and looks at approaches that can make an impact in lowering trends over a multi-year period. The above services were deemed superior by the review panel members as compared to the other proposals.

Findings
SMC section 3.68.070 provides an exception to the competitive bidding process in cases where the City Council has approved findings to support and justify this action.

Findings to justify an exception to the competitive bidding process are as follows:

1. The RFP process was utilized as an exception to the competitive bidding process, as selection based on cost alone does not necessarily guarantee the most appropriate vendor choice for specialty services such as benefits consulting. A strict competitive basis for selection would likely lower the quality of the services provided.

2. Selection based on cost alone does not take into account public sector experience or the ability to provide consistent quality actuarial services.

3. These types of services, such as review of employee benefit pricing and levels of coverage within the public sector, understanding state, and federal regulations and how they affect the City of Stockton, and actuarial reports to set the City’s future liabilities, require experienced professionals who have handled such services for other public entities and can work closely with City staff, which is in the public interest.

4. The RFP process allows the vendors to specify what services they can provide to the City rather than the City bidding specific services.

5. It is necessary for the City to hire outside professionals to handle these services as City staff does not have the full expertise or capacity to perform these services.

City of Stockton Page 3 of 4 Printed on 5/6/2022
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Packet Pg. 209 Attachment: City of Stockton Staff Report (5558 : Award Contract to Alliant Insurance Services, Inc. for Employee Benefit Consulting Services) File #: 21-0930, Version: 1

FINANCIAL SUMMARY
The annual cost for benefit consultant services with Alliant will be $150,000 per year for years 1 through 3. Cost for the optional years will be determined and agreed upon at a later time. The threeyear cost with Alliant will be $450,000, compared to Gallagher’s consulting fee of $360,000 paid in the last three years. This cost includes the Employee Navigator benefits administration platform, which will be used during the transition period until the Tyler Munis system is fully implemented in April/May 2022. These costs are based on an initial three (3) year agreement, with an option to extend for two (2) additional years. While Alliant’s fee is 25% higher, the depth and expertise of Alliant’s firm provides the City of Stockton with a consultant who will support us in our continued growth.

Funding for the benefits consulting services agreement is budgeted in the Health Benefits Internal Service Fund, account number 2510-000-630006-540-000-00-25-000-000 based on the anticipated scope of work. The FY 2021-22 appropriation is sufficient for the anticipated services.

Attachment A - Alliant Insurance Services, Inc. Agreement City of Stockton Page 4 of 4 Printed on 5/6/2022
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Packet Pg. 210 Attachment: City of Stockton Staff Report (5558 : Award Contract to Alliant Insurance Services, Inc. for Employee Benefit Consulting Services) 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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Packet Pg. 211 Attachment: OAKS (5558 : Award Contract to Alliant Insurance Services, Inc. for Employee Benefit Consulting Services) Please attach additional pages if more space is required.

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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Packet Pg. 212 Attachment: OAKS (5558 : Award Contract to Alliant Insurance Services, Inc. for Employee Benefit Consulting Services) City Council
Report
City Council Meeting: March 14, 2023
Agenda Item: 5.E
1 of 4
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Engineering and Street Services
Subject: Adoption of a Resolution to Enter into an Updated Freeway Maintenance Agreement and Negotiate a Delegated Maintenance Agreement with Caltrans Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption (Class 1 Existing Facilities) pursuant to Section 15301 of the California Environmental Quality Act (CEQA) Guidelines

2. Adopt the attached Resolution authorizing the City Manager to enter into a new updated Freeway Maintenance Agreement with the California Department of Transportation (Caltrans).

3. Authorize the City Manager to negotiate and execute a Delegated Maintenance Agreement with Caltrans to obtain reimbursement for maintenance work performed by the City on State routes within City boundaries.

Summary
The City and Caltrans have relied on a Freeway Maintenance Agreement (FMA) executed in 1966 to assign maintenance responsibilities associated with state highway routes running through the City. Features such as lighting, signage, roadway markings, and bicycle lane delineators have changed over the last 50 years and the FMA needs to be updated with a new agreement that reflects the changes. During this time, Lincoln Boulevard was relinquished to the City. To ensure both the City and Caltrans clearly understand areas of responsibility, staff recommends that City Council adopt the attached resolution (Attachment A) authorizing the City Manager to enter into a new maintenance agreement (Attachment B) with Caltrans.

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Discussion
The Federal-Aid Highway Act passed in 1956 provided the framework and funding for the United States interstate system we know today. Throughout the U.S., interstate construction involved the relocation and reconfiguration of smaller highways and local streets, and required coordination and agreements between state transportation agencies and local agencies. In Santa Monica, the construction of Interstate 10 (I-10) was completed around 1965 and added another major roadway in addition to the existing smaller State Route 1 (SR-1). SR-1 at that time consisted of Lincoln Boulevard and Pacific Coast Highway, as the only state-controlled roadways in Santa Monica.

In 1966, the City and state entered into a Freeway Maintenance Agreement (FMA) which identified areas of responsibilities concerning the then recently reconfigured local streets, I-10, and SR-1. An updated agreement was executed in 1976 primarily to include the then recently constructed 5th Street off-ramp. The State subsequently relinquished part of SR-1, Lincoln Boulevard from I-10 to Dewey Street in 2012. In 1968, the City and State executed an agreement for the City to obtain reimbursement from the State when the City performed maintenance work on State routes.

The 1966 agreement clearly identifies maintenance responsibilities for both the City and Caltrans. However, it is only specific to the following: vehicular overcrossings, pedestrian overcrossings, roadway sections, and pedestrian undercrossings. The 1966 agreement does not specifically address bicycle paths, walls, or columns. In 2020, City staff commenced an application for a Caltrans encroachment permit to construct the Michigan Avenue/20th Street Bike Lane Project. Caltrans requested that the City update the agreement and execute a new FMA. Caltrans stated that because the existing FMA did not specifically address bicycle lanes within state rights-of-ways, that the City would need to either enter into a new FMA or a project-specific agreement. Since both agreements would take the same amount of time and effort, entering into a new FMA was the approach selected because it negates the need for project specific agreements for future City projects. The new agreement would address items in the old agreement plus the newer features mentioned above. A comparison of the 1966 agreement and new agreement is provided in Table 1.

Table 1. Summary Comparison of 1966 Freeway Maintenance Agreement & Proposed Agreement Item 1966 Freeway Proposed Freeway

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Maintenance Agreement Maintenance Agreement
Vehicular Overcrossings
(bridges over I-10 such as
Main Street, Lincoln
Boulevard, 11th Street, etc.)
State maintains structure,
City maintains top layer of
asphalt concrete (if
installed)
No change
Pedestrian Overcrossings
(located across Pacific
Coast Highway)
City maintains structure in
its entirety
Caltrans maintains
structure in its entirety
Vehicular Undercrossings State maintains structure,
City maintains pavement
underneath
No change
Pedestrian Undercrossings State maintains structure,
City maintains pathway
No change
Landscaped Areas City and State to maintain
per exhibit delineating
areas of responsibility
No change
Walls & Columns
(applicable mostly at the
Stewart Street
undercrossing where there
are murals and on Pico
Blvd. where there is artwork
on columns and bridge)
Not addressed State maintains structure,
City maintains paint,
performs graffiti removal
Interchange Operation Not addressed State maintains efficient operation of interchanges
and ramps
Bicycle Paths
(those constructed by the
City)
Not addressed City maintains bike paths
on overcrossings
Past Council Actions
Meeting Date Description
07/26/1966
(Attachment C)
Resolution No. 3464 approving original agreement for
maintenance of State freeways in the City of Santa Monica 4/16/1968
(Attachment D)
Resolution No. 3723 of the City of Santa Monica Council approving agreement for maintenance of State highways in the City of Santa Monica (reimbursement agreement)
8/10/1976
(Attachment E)
Resolution No. 4784 of the City of Santa Monica Council approving a revised freeway agreement with the State of California which adds the Fifth Street off-ramp
Environmental Review
The project is categorically exempt from CEQA pursuant to Section 15301 of the CEQA Guidelines. Section 15301 exempts Class 1 (Existing Facilities) projects from CEQA,

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which include the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use.

The maintenance agreement would address maintenance responsibilities of existing transportation infrastructure, and therefore, it has determined that the project is categorically exempt pursuant to Section 15301 of the CEQA Guidelines. Furthermore, staff has determined that none of the exceptions to Categorical Exemptions set forth in the CEQA Guidelines, section 15300.2 apply to this project.

Financial Impacts and Budget Actions
There are no financial impacts as result of this agreement. Staff would negotiate and execute a Delegated Maintenance Agreement with the State. Such agreement would allow the City to obtain future reimbursements from the State for the actual cost of all routine maintenance work on State routes.

Prepared By: Curtis Castle, Principal Civil Engineer
Approved Forwarded to Council
Attachments:

A. Resolution to Enter into FMA
B. Proposed Freeway Maintenance Agreement
C. Resolution No. 3464 Approving Original Agreement for Maintenance of State freeways in the City of Santa Monica
D. Resolution No. 3723 of the City of Santa Monica Council Approving Agreement for Maintenance of State highways in the City of Santa Monica (reimbursement agreement)
E. Resolution No. 4784 of the City of Santa Monica Council Approving a Revised Freeway Agreement with the State of California
F. PowerPoint Presentation

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