Agenda packet, first session — Santa Monica City Council, November 28, 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: 11/28/2023 12:39 PM Page 2

RULES OF ORDER FOR THE CONDUCT OF CITY COUNCIL MEETINGS (Resolution No.11547(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: 11/28/2023 12:39 PM Page 3

AGENDAS

CITY OF SANTA MONICA

REGULAR AND SPECIAL MEETING

CITY HALL COUNCIL CHAMBERS
1685 MAIN STREET, ROOM 250,
TUESDAY, NOVEMBER 28, 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
(Public comment is permitted only on items not on the agenda that are within the subject matter jurisdiction of the City. State law prohibits the City Council from taking any action on items not listed on the agenda, including issues raised under this agenda item.)

1.A. Written Comments

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

ITEMS, CONSENT CALENDAR ONLY)

3. SPECIAL AGENDA ITEMS

3.A. Commendation: Samohi Viking Marching Band

3.B. City Manager's Report

4. CLOSED SESSIONS

4.A. Conference with legal counsel - existing litigation - Gov. Code §54956.9(d)(1):

Dennis Lettenmeier v. City of Santa Monica et al.; LASC Case No. 23SMCV01287
City of Santa Monica Generated: 11/28/2023 12:39 PM Page 4

4.B. Consider appointment of unrepresented employee - Government Code §54957(b); City negotiator: Mayor; Unrepresented employee: City Clerk/Interim City Clerk; conference with labor negotiator - Gov. Code §54957.6; City negotiator: Mayor; Unrepresented employee: City Clerk/Interim City Clerk. - New Item Received. 11/22/2023
The following is the order of business for items to be heard no earlier than 7:00 p.m.

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. No public discussion is permitted on ordinances for second reading and adoption.)

5.A. Award Bid and Contract to Vellutini Corporation for Replacement and Maintenance of Airport Runway Lighting and Controls
Recommended Action
Staff recommends that the City Council:

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

2. Award Bid #SP2496 to Vellutini Corporation (dba Royal Electric) for the replacement and maintenance of Airport runway lighting and controls for the Public Works Department.

3. Authorize the City Manager to negotiate and execute a contract with Vellutini Corporation, in an amount not to exceed $647,758, including a $58,887 contingency, for the construction of the new lighting system.

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

5. Authorize the City Manager to negotiate and execute an agreement with Vellutini Corporation, in an amount not to exceed $150,000 for three years, with two additional one-year renewal options in the amount of $100,000, to maintain and repair runway lighting and controls, on the same terms and conditions, for a total amount not to exceed $250,000 over a five-year period, with future year funding contingent on Council budget approval.

5.B. Award Professional Services Contract to Enterprise Automation for SCADA Integration & On-Call Response and Modification of CT #10613 (CCS) with Vertech for SCADA Integration Transition.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of categorical exemption pursuant to Section 15301 (Replacement or Reconstruction) of the California Environmental Quality Act (CEQA) Guidelines.

2. Award RFP #369 to Enterprise Automation, a California-based company, as the primary consultant to provide professional services for Supervisory City of Santa Monica Generated: 11/28/2023 12:39 PM Page 5 Control And Data Acquisition (SCADA) System Integration and On-Call Support

3. Authorize the City Manager to negotiate and execute an agreement with Enterprise Automation in an amount not to exceed $2,404,700 (including a 10% contingency) over a five-year period with future year funding contingent on Council budget approval.

4. Authorize the City Manager to negotiate and execute a fifth modification to agreement #10613 (CCS) in the amount of $240,600 with Vertech for SCADA integration transitional support services for the City’s water and wastewater infrastructure SCADA system. This would result in a ten-year amended agreement with a new total amount not to exceed $1,000,000, with future year funding contingent on Council budget approval.

5.C. Award Bid to Burkhardt Custom for Provision and Installation of Fencing and Gate Access Controls
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of categorical exemption pursuant to Section 15303 of the California Environmental Quality Act (CEQA) Guidelines.

2. Award Bid #4462 to Burkhardt Custom for the provision and installation of fencing and access controls for the Public Works Department.

3. Authorize the City Manager to negotiate and execute an agreement with Burkhart Custom, for an amount not to exceed $480,000 over a five-year period, with future year funding contingent on Council budget approval.

5.D. Approval of Professional Services Agreement with Data Ticket for Administrative Citation Processing Services
Recommended Action
Staff recommends that the City Council:

1. 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.

2. Award RFP #370 to Data Ticket, Inc. for administrative citation processing services for the Community Development Department.

3. Authorize the City Manager to negotiate and execute an agreement with Data Ticket, Inc., in an amount not to exceed $214,000 over a five-year period with future year funding contingent on Council budget approval.

5.E. Approval of Contract Modification for Self-Hosted Service and Migration to Laserfiche Cloud Services
Recommended Action
Staff recommends that the City Council:

1. Authorize the City Manager to negotiate and execute a third modification to Agreement #9789 (CCS) in the amount of $156,037 with Compulink Management Center, Inc. dba Laserfiche for continued electronic document management and self-hosted services for the Police Department. This will result in a 5-year amended agreement with a new total amount not to exceed City of Santa Monica Generated: 11/28/2023 12:39 PM Page 6 $518,251, with future year funding contingent on Council budget approval; and

2. Authorize the City Manager to negotiate and execute a new (Software as a Service) SaaS Agreement with Compulink Management Center, Inc. dba Laserfiche for continued electronic document management and cloud migration services for the Records & Election Services (City Clerk) and Community Development Departments. This recommended agreement is made as an exception to the competitive bidding process pursuant to Section

2.24.250 (g) and is for a 10-year agreement with a total amount not to exceed $839,000 with future year funding contingent on Council budget approval; and

3. 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.

5.F. Award Contract to GreenWealth for the Installation, Operation, and Maintenance of Designated Public Electric Vehicle Chargers Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of categorical exemption pursuant to Section 15301 (Existing Facilities), Section 15302 (Replacement/Reconstruction), and Section 15303 (New Construction of Small Structures) of the California Environmental Quality Act (CEQA) Guidelines.

2. Award RFP #372 to GreenWealth Energy Solutions, Inc. for the installation, operation, and maintenance of designated public Electric Vehicle (EV) chargers for the Public Works Department.

3. Authorize the City Manager to negotiate and execute an agreement with GreenWealth Energy Solutions, Inc. for five years with three two-year renewal options at no cost to the City.

5.G. Award Purchase Orders to Univar (Primary) and Brenntag Pacific, Inc. (Secondary) for Hydrogen Peroxide and to Hill Brothers Chemical Co. for Liquid Calcium Chloride
Recommended Action
Staff recommends that the City Council:

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

2. Award Bid #4465 to Univar Solutions USA Inc (Univar) as the primary vendor for the purchase of hydrogen peroxide and to Brenntag Pacific, Inc. (Brenntag) as the secondary vendor for the purchase of hydrogen peroxide and to Hill Brothers Chemical Co. for the purchase of liquid calcium chloride for the Public Works Department.

3. Authorize the Procurement Manager to issue a purchase order with Univar for hydrogen peroxide for a total amount not to exceed $1,200,000 over a fiveyear period, with future year funding contingent on Council budget approval.

4. Authorize the Procurement Manager to issue a purchase order with Brenntag as the secondary vendor for hydrogen peroxide for a total amount not to City of Santa Monica Generated: 11/28/2023 12:39 PM Page 7 exceed $1,400,000 over a five-year period, with future year funding contingent on Council budget approval.

5. Authorize the Procurement Manager to issue a purchase order with Hill Brothers Chemical Co. (Hill Brothers) for liquid calcium chloride for a total amount not to exceed $350,000 over a five-year period, with future year funding contingent on Council budget approval.

5.H. Adoption of Resolution of the Santa Monica City Council Establishing the 2024 City Council Meeting Calendar
Recommended Action
Staff recommends that the City Council:

1. Adopt the attached resolution establishing the 2024 Council regular meeting calendar; and

2. 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.

5.I. City Council - Regular Meeting - Aug 22, 2023 5:30 PM

5.J. City Council - Special Meeting - Nov 13, 2023 6:00 PM

5.K. City Council - Regular Meeting - Nov 14, 2023 5:30 PM . SPECIAL MEETING OF THE PUBLIC FINANCING AUTHORITY
. ROLL CALL

5.L. Approval of minutes for Public Financing Authority meetings Recommended Action
Staff recommends that the Public Financing Authority approve the minutes for March 23, 2021 and July 13, 2021 meetings.
. ADJOURNMENT OF SPECIAL MEETING

6. PUBLIC INPUT ON REMAINING AGENDA ITEMS

7. STUDY SESSION
No items

8. CONTINUED ITEMS
No items

9. ADMINISTRATIVE PROCEEDINGS
No items
City of Santa Monica Generated: 11/28/2023 12:39 PM Page 8

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. 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.)

11. STAFF ADMINISTRATIVE ITEMS
No items

12. PUBLIC HEARINGS
No items

13. REPORTS OF BOARDS AND COMMISSIONS
No items

14. RESOLUTIONS
No items

15. WRITTEN COMMUNICATIONS OTHER THAN REPORTS OF COMMISSION AND

OFFICERS
No items

16. COUNCILMEMBER DISCUSSION ITEMS

16.A. Request of the Human Services Commission to declare a Commissioner's seat vacant due to absenteeism and lack of communication from the incumbent.

16.B. Request of Councilmember Torosis, Councilmember Zwick, and Mayor Davis to allocate $10,000 of Council discretionary funds for the Girl Central, Rockstar Kids, and Peace Camp community programs operated by local multi faith nonprofit Church in Ocean Park (CIOP). These programs seek to empower youth, particularly girls, children with disabilities, and economically disadvantaged youth, through a variety of programs that promote education, community building and leadership skills.

16.C. Request of Mayor Pro Tem Negrete and Councilmembers Brock and Parra that the City Council allocate $5,000 of their Discretionary Funds to the Samohi CoEd Wrestling Team, a 501(c)(3). The funding will be used to offset costs related to transportation, tournament fees, lodging for out-of-town tournaments and equipment, thereby allowing all students on the team to participate in all activities for the season.

ADJOURNMENT
Agendas and reports are accessible on the City's webpage at City of Santa Monica Generated: 11/28/2023 12:39 PM Page 9 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).

City Council
Report
City Council Meeting: November 28, 2023
Agenda Item: 1.A
1 of 1
To: Mayor and City Council
From: Denise Anderson Warren, City Clerk, Records and Election Services Department
Subject: Written Comments
Prepared By: Esterlina Lugo, Deputy City Clerk
Approved Forwarded to Council
Attachments:

A. Written Comments

1.A
Packet Pg. 10
1 Xavier Mota
From: JORDAN ELLIS <[email protected]>
Sent: Wednesday, November 22, 2023 3:11 PM
To: councilmtgitems
Subject: ITEM Do Not renew the Atlantic Aviation's lease!!!

EXTERNAL
As a resident of Santa Monica, I demand the city does not renew the AtlanƟc AvaiƟon’s lease. AtlanƟc AviaƟon's underground fuel tanks are a public health hazard to the residents of Santa Monica. If anything happens to these underground fuel tanks the city will be liable.

Shut it down!!!!
Thanks,
Jordan Ellis
Item 1.A.

November 28, 2023
Item 1.A.

November 28, 2023

1.A.a
Packet Pg. 11
Attachment: Written Comments (6163 : Written Comments)
1 Xavier Mota
From: Non <[email protected]>
Sent: Sunday, November 26, 2023 8:13 PM
Subject: santa monica govt is corrupt

EXTERNAL
former public servant,
there used to be a trash can in front of the target store and its been gone for awhile now therefore creating a lot of trash at that intersection.
when will you put the trash can back?
Item 1.A.

November 28, 2023
Item 1.A.

November 28, 2023

1.A.a
Packet Pg. 12
Attachment: Written Comments (6163 : Written Comments)
City Council
Report
City Council Meeting: November 28, 2023
Agenda Item: 3.A
1 of 1
To: Mayor and City Council
From: Denise Anderson Warren, City Clerk, Special Agenda Items Subject: Commendation: Samohi Viking Marching Band
Prepared By: Gilbert Portillo, Administrative Staff Assistant Approved Forwarded to Council

3.A
Packet Pg. 13
City Council
Report
City Council Meeting: November 28, 2023
Agenda Item: 3.B
1 of 1
To: Mayor and City Council
From: David White, City Manager, City Manager's Office
Subject: City Manager's Report
Prepared By: Sergio Ramirez, Acting Chief of Staff
Approved Forwarded to Council

3.B
Packet Pg. 14
City Council
Report
City Council Meeting: November 28, 2023
Agenda Item: 4.B
1 of 1
To: Mayor and City Council
From: Douglas Sloan, City Attorney, City Attorney's Office Subject: Consider appointment of unrepresented employee - Government Code §54957(b); City negotiator: Mayor; Unrepresented employee: City Clerk/Interim City Clerk; conference with labor negotiator - Gov. Code §54957.6; City negotiator: Mayor; Unrepresented employee: City Clerk/Interim City Clerk.

Prepared By: Esterlina Lugo, Deputy City Clerk
Approved Forwarded to Council
Attachments:

A. Written Comments

4.B
Packet Pg. 15
1 Xavier Mota
From: stayfree7 <[email protected]>
Sent: Tuesday, November 28, 2023 11:44 AM
To: councilmtgitems
Cc: Lana Negrete; Phil Brock; Oscar de la Torre; Christine Parra; David White Subject: ❗4-B: hire Clerk from the outside only! We need an ethical one for a change!

EXTERNAL
Please only hire the Interim City Clerk/City Clerk from the outside! The City needs a competent, professional Clerk – one that is up to date with the technology, aware of all pertinent laws, highly ethical, politically neutral and ready to serve the Santa Monica community rather than special interest groups.

That is, the Clerk needs to be the opposite of the current City Clerk Denise Anderson-Warren, or anybody who she might have been grooming within the Clerk's Department.

Regards,
Olga Zurawska
-- Stay free! --
ITEM 4.B.

November 28, 2023
ITEM 4.B.

November 28, 2023

4.B.a
Packet Pg. 16
Attachment: Written Comments (6165 : 4.B. Closed Session) City Council
Report
City Council Meeting: November 28, 2023
Agenda Item: 5.A
1 of 5
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Architecture Services Subject: Award Bid and Contract to Vellutini Corporation for Replacement and Maintenance of Airport Runway Lighting and Controls
Recommended Action
Staff recommends that the City Council:

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

2. Award Bid #SP2496 to Vellutini Corporation (dba Royal Electric) for the replacement and maintenance of Airport runway lighting and controls for the Public Works Department.

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

Summary
Airfield lighting is critical to safe operations at the Santa Monica Municipal Airport (SMO). The airfield lighting control and monitoring systems (ALCMS) and fixtures at the SMO have surpassed their useful life. The City of Santa Monica advertised a Request for Bids (RFB) for the Radio Control, ALCMS, and Runway Edge Lighting Project (Project). Staff recommends awarding a contract to Vellutini Corporation (dba Royal

5.A
Packet Pg. 17
2 of 5
Electric) as the best and only bidder for the construction of the Project in an amount not to exceed $647,758 (including a $58,887 contingency). Staff also recommends awarding a contract to Vellutini Corporation (dba Royal Electric) as the best and only bidder for a three-year on-call contract for maintenance services in an amount not to exceed $150,000 with two one-year renewal options in the amount of $100,000 for a total amount not to exceed $250,000 over a five-year period.

Discussion
The ALCMS and fixtures at SMO have reached the end of their useful life and need to be replaced to ensure safe aircraft operations during night and inclement weather conditions. Staff advertised an RFB for the Project for two scopes of work, one for the construction of the Project and a separate scope for the ongoing maintenance of the newly installed lighting systems. The construction scope includes demolition of the existing in-ground light system and existing pavement from the runway/taxiway to the FAA tower, installation of new above ground lights, underground wiring and underground vaults, new radio control equipment in the FAA Tower. This contract would include three years of maintenance service with two one-year renewal options to maintain the system in top working order.

5.A
Packet Pg. 18
3 of 5
Vendor Selection
Best and Only Bidder Vellutini Corporation (dba Royal Electric) Submittals Received Selection Criteria
Bidder $897,758 Municipal Code SMMC 2.24.180
Evaluation Criteria The ability, capacity and skill of the bidder to perform or provide the materials or services; the capacity of the bidder to perform the contract or provide the service promptly, within the time specified, and without delay or interference; the experience and efficiency of the bidder; and the ability of the bidder to provide future maintenance or service as may be needed.

Bid Data
Date
Posted
Posted On Advertised in (City
Charter and SMMC
Vendors
Downloaded
Submittals
Received
Date Publicly
Opened
8/9/2023 City’s Online
Bidding Site
Santa Monica Daily
Press
33 1 9/12/2023
Additional Vendor Outreach & Justification to Award
Staff contacted firms that downloaded the RFB to determine why they did not submit a bid. The responses included that the firms did not have the capacity to provide services at this time and that the firms were unable to identify sub-contractors to provide the specialized equipment.

A selection panel including staff from the Public Works Department reviewed the sole bid received. Vellutini Corporation has extensive experience and demonstrated competency, capacity, and the skill in performing light replacement projects on active airport runways, including Dallas Fort Worth, UC Davis University Airport Runway, San Diego Airport, and many more. In addition, they were a sub-contractor for the primary contractor that executed the SMO runway shortening project. Vellutini also has extensive knowledge of the SMO lighting system as they were the contractor that performed maintenance projects and testing procedures on the existing airfield lighting.

Based on these criteria, staff recommends Vellutini Corporation as the best and only bidder for both scopes of the Project 1) construction of the new lighting systems and 2) ongoing maintenance of the newly installed lighting systems.

5.A
Packet Pg. 19
4 of 5
Environmental Review
The award contract for airfield lighting is categorically exempt from CEQA pursuant to Section 15301, and Section 15302 of the CEQA guidelines. Section 15301 exempts Class 1 (Existing Facilities) projects from CEQA which includes 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. Section 15302 exempts Class 2 (Replacement or Reconstruction) projects which include the 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. The awarded contract would provide the City with replacement airfield lighting system and paving as well as maintenance service. Therefore, the award contract is categorically exempt from CEQA review under CEQA Guideline sections 15301 and 15302.

Financial Impacts and Budget Actions
Staff seeks authority to approve funding from the Airport Fund to award agreements to Vellutini Corporation for replacement and maintenance of the airfield lighting control systems and fixtures.

Construction Contract Request
Vendor
FY 2023-24
Request
Amount
Future Years
Request
Amount
Account #
Total
Contract
Amount
Vellutini Corporation $647,758 $0 C5704710.689000 $647,758 Maintenance Contract Request
Vendor
FY 2023-24
Request
Amount
Future Years
Request
Amount
Account #
Total
Contract
Amount
Vellutini Corporation $150,000 $100,000 C5704710.689000 $250,000

5.A
Packet Pg. 20
5 of 5
Future year funding is contingent on Council budget approval.

Prepared By: Phillip Ticun, CIP Project Manager
Approved Forwarded to Council
Attachments:

A. Oaks Initiative Form - Vellutini

5.A
Packet Pg. 21

5.A.a
Packet Pg. 22
Attachment: Oaks Initiative Form - Vellutini (5738 : Award Contract to Vellutini Corp for Replacement and Maint of Airport Runway Lighting and City Council
Report
City Council Meeting: November 28, 2023
Agenda Item: 5.B
1 of 6
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Water Resources Subject: Award Professional Services Contract to Enterprise Automation for SCADA Integration & On-Call Response and Modification of CT #10613 (CCS) with Vertech for SCADA Integration Transition.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of categorical exemption pursuant to Section 15301 (Replacement or Reconstruction) of the California Environmental Quality Act (CEQA) Guidelines.

2. Award RFP #369 to Enterprise Automation, a California-based company, as the primary consultant to provide professional services for Supervisory Control And Data Acquisition (SCADA) System Integration and On-Call Support

Summary
The City of Santa Monica’s Water Resources Division provides safe, reliable, and highquality drinking water, wastewater collection services, stormwater management, and recycled water to over 93,000 residents and over 2,700 businesses in the city. To support these services, the Water Resources Division utilizes a Supervisory Control and Data Acquisition (SCADA) system for remote monitoring, operating, and data collection

5.B
Packet Pg. 23
2 of 6
for critical water and wastewater infrastructure throughout the city. The SCADA system requires routine upgrades and enhancements to maintain reliable operations, reporting efficiency, and maintain regulatory compliance in the city’s water and wastewater infrastructure. The Water Resources Division issued a Request for Proposal (RFP) to provide professional services for SCADA systems integration and on-call support. Staff recommends that a professional services agreement be awarded to Enterprise Automation in an amount not to exceed $2,404,700 (including 10% contingency) over a five-year period to provide professional services to upgrade and maintain the City’s SCADA infrastructure and provide 24/7 on-call SCADA services to maintain reliable operations. Staff also recommends executing a fifth modification to agreement #10613 in the amount of $240,600 with Vertech to provide SCADA integration transitional support and provide oversight on implementing the City’s SCADA standards. This would result in a ten-year amended agreement with a new total amount not to exceed $1,000,000.

Discussion
Over the past five years, the Water Resources Division has been rapidly expanding its water and wastewater infrastructure to increase local water supplies, enhance drought resiliency, and reduce the city’s reliance on imported water supplies. Projects include the Clean Beaches Tank to harvest stormwater and urban runoff in the Pier drainage area, the Sustainable Water Infrastructure Project (SWIP), the Olympic Well Field Restoration Project, and expansion of the Arcadia Water Treatment Plant. As the City’s water and wastewater infrastructure has expanded and increased in complexity, the SCADA System software and hardware have also advanced to support these innovative and industry-leading water infrastructure projects as well as ensuring the system’s resilience to natural disasters, cyberattacks, and industrial process inefficiencies that can create downtime, service outages, or even failures if not managed proactively. In addition, existing infrastructure such as the Moss Avenue Pump Station, Santa Monica Urban Runoff Recycling Facility, over ten groundwater production wells, and four water storage reservoirs, are all supported by the SCADA System.

5.B
Packet Pg. 24
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Routine and proactive upgrades to maintain a modern SCADA system would provide diagnostics and user-friendly means of controlling plant processes, helping achieve optimal plant performance and inform operational decision-making to support reliable and uninterrupted water and wastewater services for the community. In particular, the consultant would:
• Update the City’s SCADA Master Plan, an internal planning document, to align existing and new facilities with industry best practices to support day to day water and wastewater operations.
• Conduct an optimization study, systemwide needs assessment, cybersecurity audit, and dedicated disaster recovery investigation to identify upgrades and enhancements to the City’s SCADA System.
• Implement and/or guide the City in implementing recommended measures to enhance SCADA System operations and reliability.
• Provide 24/7 on-call SCADA system support to maintain reliable and uninterrupted water and wastewater services to the community.

Staff recommends awarding an agreement to Enterprise Automation to provide professional services to upgrade and maintain the City’s SCADA infrastructure and provide 24/7 on-call SCADA services to maintain reliable operations.

Staff also recommends executing a fifth modification to agreement #10613 with Vertech to provide SCADA integration transitional support and provide oversight on implementation of the City’s SCADA standards. In February of 2022, a first modification was executed to add additional scope and utilize the approved contingency of the contract. In March 2022, a second modification was approved by City Council and executed to add additional scope and budget to address improvements required to the SCADA programming that were not initially identified. In January and September of 2023, Modifications 3 and 4 were executed respectively, to extend the term of the contract. Modification 4 ultimately extended the term to December 31, 2023, to complete the tasks outlined in the scope of work. No Council approval was needed for Modification 3 and 4. Vertech is the current vendor programming control logic into

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SCADA for the City’s water and wastewater facilities. As SCADA programming is unique to each system it controls, this fifth modification will enable Vertech to provide transitional support to Enterprise Automation.

Vendor Selection
Bidder Recommendation
Best Qualified Firm Enterprise Automation
Evaluation Criteria Experience and Technical Competence; Ability to Meet Work Plan/Timelines; Quality Control; Cost of
Services; References; Value Add/Breadth of Service.

Municipal Code SMMC 2.24.190
RFPs Received
Arcadis U.S. Inc KDC Systems Northern Digital, Inc. T-Mobile Enterprise Automation GHD Inc Woodard & Curran Vertech
RFP Data
Posted On Posted On
Advertised In
(City Charter & SMMC)
Vendors
Downloaded
Date Publicly
Opened
07/27/23 City's Online
Bidding Site
Santa Monica Daily
Press 48 08/31/23
Justification to Award
The proposals were reviewed by a selection panel consisting of staff from the Water Resources Division of the Public Works Department. Evaluations were based on the following selection criteria: Experience and Technical Competence; Ability to Meet Work Plan/Timelines; Quality Control; Cost of Services; References; and Value Add/Breadth of Service. Based on these criteria, the selection panel selected Enterprise Automation as the best qualified firm to provide professional services for SCADA Systems Integration and On-Call Support. Enterprise Automation has vast experience with providing the required professional services, including several leading water/wastewater utilities in Southern California including the City of Long Beach, Irvine Ranch Water District, Los Angeles County Sanitation District, and Orange County Sanitation District.

Environmental Review
Professional services for SCADA Systems Integration and On-Call Support is exempt from CEQA pursuant to Section 15061(b)(3) of the CEQA Guidelines. Section 15301 of

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the CEQA Guidelines. The agreement is covered by the commonsense exemption which states that CEQA does not apply, “where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” Section 15301 provides exemption for the operation, repair, maintenance, permitting, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. The agreement will continue the City’s maintenance and integration of the SCADA System for its existing water and wastewater infrastructure. Therefore, it can be seen with certainty that the agreement would not result in adverse physical impacts on the environment, and as such, is categorically exempt from CEQA.

Past Council Actions
Meeting Date Description
01/23/18 (Attachment A) Original bid and award of agreement #10613 (CCS) with Vertech for SCADA systems integration.
03/08/2023 (Attachment B) Second Modification of agreement #10613 (CCS) to increase budget.

Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the Water and Wastewater Fund to award a professional services agreement with Enterprise Automation as the primary consultant to provide professional services for SCADA Systems Integration and On-Call Support. Staff also seeks authority to approve available funding from the Water and Wastewater Fund to modify agreement #10613 (CCS) with Vertech to provide backup on-call SCADA System support services.

Agreement Request – Enterprise Automation
FY 2023-24 Budget
Request Amount
Department Account # Future Years Total Contract
Amount
$200,000 50500001.537000 $1,002,350 $1,202,350
$200,000 51500001.537000 $1,002,350 $1,202,350
Total $400,000 $2,004,700 $2,404,700
Agreement #10613(CCS) Modification Request – Vertech

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Agreement
#
Current
Authorized
Amount
FY 2023-24
Budget
Request Amount
Future
Years Dept Account #
Total
Revised
Contract
Amount
10613
(CCS)
$379,700 $50,000 $70,300 50500001.537000 $500,000
$379,700 $50,000 $70,300 51500001.537000 $500,000
Total $759,400 $100,000 $140,600 $1,000,000
Future year funding is contingent on Council budget approval.

Prepared By: Sunny Wang, Water Resources Manager
Approved Forwarded to Council
Attachments:

A. Attachment A - Jan 23, 2018 Staff Report - Vertech - CT 10613 (CCS) B. Attachment B - Mar 8, 2022 Staff Report - Vertech - CT 10613 (CCS) - Mod 2 C. CT 10613 (CCS) - Vertech - Original Agreement
D. CT 10613 (CCS) - Vertech - Mod 1
E. CT 10613 (CCS) - Vertech - Mod 2
F. CT 10613 (CCS) - Vertech - Mod 3
G. CT 10613 (CCS) - Vertech - Mod 4
H. Oaks Initiative Form - Enterprise Automation
I. Oaks Initiative Form - Vertech

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Packet Pg. 112 Attachment: CT 10613 (CCS) - Vertech - Original Agreement (5894 : Professional Services Contracts for SCADA Software Integrartion & On-Call 1 FIRST MODIFICATION OF AGREEMENT NO. 10613 (CCS)
This First Modification of Agreement Number 10613 (CCS) (“First Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Vertech Industrial Systems, LLC (“Consultant”) is made with reference to the following:

RECITALS
A. On or about May 1, 2018, the City and Consultant entered into Agreement Number 10613 (CCS) for Supervisory Control & Data Acquisition (SCADA) integration with the Water Resources Division (“Original Agreement”).

B. The City and Consultant desire to modify the Original Agreement to increase the contract price by the contingency amount to pay for services not yet completed.

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

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

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

2. Section 5 of the Original Agreement entitled “Compensation” shall be modified by adding the following paragraph:

Compensation. The City will compensate Consultant for the Additional Services in an amount not to exceed $50,977, as set forth in Exhibit B-1. The total contract price for services pursuant to the Original Agreement and this First Modification shall not exceed $560,750.

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

DocuSign Envelope ID: 83F669FD-0AB5-462D-B97F-BC0529EAD82E 2/11/2022

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Packet Pg. 113 Attachment: CT 10613 (CCS) - Vertech - Mod 1 (5894 : Professional Services Contracts for SCADA Software Integrartion & On-Call Response) 2 4. Except as expressly modified by this First Modification, all other terms and conditions of the Original Agreement shall be and remain in full force and effect.

5. Counterparts. This Agreement and all amendments and supplements to it may be executed in counterparts, and all counterparts together shall be construed as one document. Counterparts hereof that are transmitted by facsimile or electronic transmission shall be given identical legal effect as an original.

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

ATTEST:
______________________________

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

LANE DILG
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________

RICK COLE
City Manager
ABC Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 83F669FD-0AB5-462D-B97F-BC0529EAD82E 2/6/2022
Interim City Attorney
Joseph Lawrence
2/7/2022
Titus Crabb
Vertech Industrial Systems, LLC
President
City Manager
David White
2/11/2022
Denise Anderson-Warren
City Clerk
2/15/2022

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Packet Pg. 114 Attachment: CT 10613 (CCS) - Vertech - Mod 1 (5894 : Professional Services Contracts for SCADA Software Integrartion & On-Call Response) EXHIBIT A‐1
Scope of Services
Ignition SCADA system programming:
 Update Arcadia Water Treatment Plant startup/shutdown screens  Add screen displaying MWD interconnect valve statistics  Create and prepopulate historical trending and reporting dashboard  Participate in operation team review meetings, and make user interface modifications requested
 Facilitate operator training for use of new SCADA interface DocuSign Envelope ID: 83F669FD-0AB5-462D-B97F-BC0529EAD82E

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Packet Pg. 115 Attachment: CT 10613 (CCS) - Vertech - Mod 1 (5894 : Professional Services Contracts for SCADA Software Integrartion & On-Call Response)

EXHIBIT
B‐1
Budget
Original Contract ($509,773)+ Contingency ($50,977)
Total NTE: $560,750
DocuSign Envelope ID: 83F669FD-0AB5-462D-B97F-BC0529EAD82E

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Packet Pg. 116 Attachment: CT 10613 (CCS) - Vertech - Mod 1 (5894 : Professional Services Contracts for SCADA Software Integrartion & On-Call Response) 1 SECOND MODIFICATION OF AGREEMENT NO. 10613 (CCS)
This Second Modification of Agreement Number 10613 (CCS) (“Second Modification”), entered into as of _________________ (“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Vertech Industrial Systems, LLC (Contractor) is made with reference to the following:

RECITALS
A. On or about 5/1/2018, the City and Contractor entered into Agreement Number 10613 (CCS) for Supervisory Control and Data Acquisition (SCADA) integration with the Water Resources Division (“Original Agreement”).

B. On or about^^2/11/2018, the City and Contractor entered into a First Modification of Agreement Number 10613 (CCS) (“First Modification”) which increased the scope of the agreement. The Original Agreement and First Modification may be referred to collectively herein as “the Agreement.”
C. The City and Contractor desire to modify the Agreement to increase the agreement price to pay for additional services.

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

1. Section 4 of the Agreement entitled “Compensation” shall be modified by adding the following paragraph:

Compensation. The City will compensate Contractor for the Additional Services in an amount not to exceed $198,650, as set forth in Exhibit B-2. The total agreement price for services pursuant to the Original Agreement, the First Modification, and this Second Modification shall not exceed $759,400.

2. Exhibit B-2 is attached hereto incorporated herein by this reference. //
//
//
DocuSign Envelope ID: 0F0CF608-88AD-4DE7-AF69-71ED5788BFA2 3/31/2022

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Packet Pg. 117 Attachment: CT 10613 (CCS) - Vertech - Mod 2 (5894 : Professional Services Contracts for SCADA Software Integrartion & On-Call Response) 2 3. Execution in Counterparts. This Second Modification may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification. Any signature to this Second Modification transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).

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

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

ATTEST:
______________________________

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
Contractor Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 0F0CF608-88AD-4DE7-AF69-71ED5788BFA2 Joseph Lawrence
3/30/2022
Interim City Attorney
3/30/2022
Titus Crabb
Vertech Industrial Systems, LLC
President
David White
3/31/2022
City Manager
Denise Anderson-Warren
City Clerk
4/4/2022

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Packet Pg. 118 Attachment: CT 10613 (CCS) - Vertech - Mod 2 (5894 : Professional Services Contracts for SCADA Software Integrartion & On-Call Response) EXHIBIT B-2
Budget
Original Contract: $560,750 (includes contingency)
1st Modification: Accesses contingency
2nd Modification: $198,650
Total Contract NTE (Original Contract, 1st Modification & 2nd Modification): $759,400 DocuSign Envelope ID: 0F0CF608-88AD-4DE7-AF69-71ED5788BFA2

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Packet Pg. 119 Attachment: CT 10613 (CCS) - Vertech - Mod 2 (5894 : Professional Services Contracts for SCADA Software Integrartion & On-Call Response) 1 THIRD MODIFICATION OF AGREEMENT NO. 10613 (CCS)
This Third Modification of Agreement Number 10613 (CCS) (“Third Modification”), entered into as of _________________ (“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Vertech Industrial Systems, LLC (Contractor) is made with reference to the following:

RECITALS
A. On or about^^ 5/1/2018, the City and Contractor entered into Agreement Number 10613 (CCS) for Supervisory Control and Data Acquisition (SCADA) Integration with the Water Resources Division (“Original Agreement”).

B. On or about 2/11/2018, the City and Contractor entered into a First Modification of Agreement Number 10613 (CCS) (“First Modification”) which increased the scope and compensation of the agreement.

C. On or about 3/31/2022, the City and Contractor entered into a Second Modification of Agreement Number 10613 (CCS) (“Second Modification”) which increased the compensation of the agreement. The Original Agreement, First Modification, and Second Modification may be referred to collectively herein as “the Agreement.”
D. The City and Contractor desire to modify the Agreement to extend the agreement term.

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

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

Term. This Agreement begins on the Execution Date and terminates on June 30, 2023, unless terminated earlier as set forth in the Agreement or extended by the parties in writing.

2. Execution in Counterparts. This Third Modification may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification. Any signature to this Third Modification transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).
//
//
DocuSign Envelope ID: 423A0D93-C405-44F8-9E24-B3379594B494 1/17/2023

5.B.f
Packet Pg. 120 Attachment: CT 10613 (CCS) - Vertech - Mod 3 (5894 : Professional Services Contracts for SCADA Software Integrartion & On-Call Response) 2 3. 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: 423A0D93-C405-44F8-9E24-B3379594B494 City Attorney

DOUGLAS SLOAN
1/10/2023
Vertech Industrial Systems, LLC
President
Titus Crabb
1/11/2023
David White
1/17/2023
City Manager
Denise Anderson-Warren
City Clerk
1/17/2023

5.B.f
Packet Pg. 121 Attachment: CT 10613 (CCS) - Vertech - Mod 3 (5894 : Professional Services Contracts for SCADA Software Integrartion & On-Call Response) 1 FOURTH MODIFICATION OF AGREEMENT NO. 10613 (CCS)
This Fourth Modification of Agreement Number 10613 (CCS) (“Fourth Modification”), entered into as of _________________ (“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Vertech Industrial Systems, LLC (Contractor) is made with reference to the following:

C. On or about 3/31/2022, the City and Contractor entered into a Second Modification of Agreement Number 10613 (CCS) (“Second Modification”) which increased the compensation of the agreement.

D. On or about 1/17/2023, the City and Contractor entered into a Third Modification of Agreement Number 10613 (CCS) (“Third Modification”) which extended the term of the agreement to 6/30/2023. The Original Agreement, First Modification, Second Modification, and Third Modification may be referred to collectively herein as “the Agreement.”
E. The City and Contractor desire to modify the Agreement to extend the agreement term.

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

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

Term. This Agreement begins on the Execution Date and terminates on December 31, 2023, unless terminated earlier as set forth in the Agreement or extended by the parties in writing.

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

3. Except as expressly modified by this Third Modification, all other terms and DocuSign Envelope ID: C160B030-F467-4944-A0CF-2F8595571E0B 9/14/2023

5.B.g
Packet Pg. 122 Attachment: CT 10613 (CCS) - Vertech - Mod 4 (5894 : Professional Services Contracts for SCADA Software Integrartion & On-Call Response) 2 conditions of the Agreement shall be and remain in full force and effect.

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

ATTEST:
______________________________

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

LANE DILG
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________

RICK COLE
City Manager
ABC Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: C160B030-F467-4944-A0CF-2F8595571E0B

DOUGLAS SLOAN
City Attorney
9/13/2023
9/13/2023
Titus Crabb
Vertech Industrial Systems, LLC
President
David White
9/14/2023
City Manager
Denise Anderson-Warren
City Clerk
9/18/2023

5.B.g
Packet Pg. 123 Attachment: CT 10613 (CCS) - Vertech - Mod 4 (5894 : Professional Services Contracts for SCADA Software Integrartion & On-Call Response)

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 # ___________________________ ____________________
____________________
Scott Pickford Principal
8/21/2023
[email protected] 714-878-9419
Enterprise Automation
Josh Riley, Preston Hopson, Steve Burdick, Richard A. Lemmon NONE
Fully owned subsidiary of Tetra Tech, Inc., NASDAQ code: TTEK

5.B.h
Packet Pg. 124 Attachment: Oaks Initiative Form - Enterprise Automation (5894 : Professional Services Contracts for SCADA Software Integrartion & On-Call California Secretary of State
Electronic Filing
Corporation - Statement of Information
Entity Name:

Entity (File) Number:

File Date:

Entity Type: &RUSRUDWLRQ
Jurisdiction:
'RFXPHQW,'

Detailed Filing Information
Entity Name:
Business Addresses:

D Street Address of Principal
Office in California:

E Mailing Address:

F Street Address of Principal
Executive Office:
Officers:

D Chief Executive Officer:
b. Secretary:

Use bizfile.sos.ca.gov for online filings, searches, business records, and resources.

,' 'RFXPHQW
3475 E. Foothill Blvd.

Pasadena, California 91107
United States of America
210 Goddard
Irvine, California 92618
United States of America
3475 E. Foothill Blvd.

Pasadena, California 91107
United States of America
Preston Hopson
3475 E. Foothill Blvd.

Pasadena, California 91107
United States of America
Josh Riley
3475 E. Foothill Blvd.

Pasadena, California 91107
United States of America
C2926584

CALIFORNIA
03/15/2022
PARTNERS IN CONTROL, INC.

PARTNERS IN CONTROL, INC.

H331211
H331211

5.B.h
Packet Pg. 125 Attachment: Oaks Initiative Form - Enterprise Automation (5894 : Professional Services Contracts for SCADA Software Integrartion & On-Call California Secretary of State
Electronic Filing
2IILFHUV
FRQW
G

F &KLHI)LQDQFLDO2IILFHU

Director:

Number of Vacancies on the Board of
Directors:
$JHQWIRUService of Process:
Type of Business:
%\VLJQLQJWKLVGRFXPHQW,FHUWLI\WKDWWKHLQIRUPDWLRQLVWUXHDQGFRUUHFWDQGWKDW,DPDXWKRUL]HGE\ &DOLIRUQLDODZWRVLJQ
Electronic Signature:

Use bizfile.sos.ca.gov for online filings, searches, business records, and resources. 'RFXPHQW,'

Preston Hopson Secretary
0 C T CORPORATION SYSTEM
(C0168406)
Industrial automation
Steve Burdick
3475 E. Foothill Blvd.

Pasadena, California 91107
United States of America
Richard A. Lemmon
3475 E. Foothill Blvd.

Pasadena, California 91107
United States of America
No Officer or Director of this Corporation has an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage order or provision of the Labor Code.

H331211

5.B.h
Packet Pg. 126 Attachment: Oaks Initiative Form - Enterprise Automation (5894 : Professional Services Contracts for SCADA Software Integrartion & On-Call

5.B.i
Packet Pg. 127 Attachment: Oaks Initiative Form - Vertech (5894 : Professional Services Contracts for SCADA Software Integrartion & On-Call Response) City Council
Report
City Council Meeting: November 28, 2023
Agenda Item: 5.C
1 of 5
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Public Landscape Subject: Award Bid to Burkhardt Custom for Provision and Installation of Fencing and Gate Access Controls
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of categorical exemption pursuant to Section 15303 of the California Environmental Quality Act (CEQA) Guidelines.

2. Award Bid #4462 to Burkhardt Custom for the provision and installation of fencing and access controls for the Public Works Department.

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Summary
The City of Santa Monica’s recreation areas serve as a focal point of the community experience with many economic, social, and environmental benefits for residents and visitors alike. The Public Works Department utilizes permanent fencing to help manage access to parks, the beach, and the Santa Moncia Pier. Additionally, facilities such as the City Yards and Water Treatment Plant require the installation of fencing and programming of gate access controls to limit entry to authorized staff. To help maintain these vital city assets, the City contracts out the provision and installation of fencing and gate access control services on an as-needed basis. Staff recommends awarding an agreement to Burkhardt Custom for the provision and installation of fencing and gate access control services in an amount not to exceed $480,000 over a five-year period.

Discussion
Stakeholders across the Public Works Department have identified approximately 35 locations managed by the Facilities Maintenance, Water Resources, and Public Landscape Divisions that require fencing or gate access controls. Permanent fencing is designed for longevity of use and to provide a high level of security and protection.

Fencing and gate access controls prevent unauthorized access and trespassing, they protect workers, equipment, and materials, reduce the risk of theft, vandalism, and sabotage. They also ensure compliance with applicable insurance policies while maintaining the aesthetic appeal of the location.

Staff recommends awarding an agreement to Burkhardt Custom for the provision and installation of fencing and gate access control services on an as-needed basis in an amount not to exceed $480,000 over a five-year period.

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Vendor Selection
Bidder Recommendation
Best Bidder Burkhardt Custom
Evaluation
Criteria
Price; the ability, capacity and skill of the bidder to perform or provide the materials or services; the capacity of the bidder to perform the contract or provide the service promptly, within the time specified, and without delay or interference; the reputation, experience and efficiency of the bidder.

The City is not required to select the bid with the lowest price.

Municipal Code SMMC 2.24.180
Bid Data
Date
Posted Posted On
Advertise In
(City Charter & SMMC)
Vendors
Downloaded
Date Publicly
Opened
8/17/2023 City's Online
Bidding Site
Santa Monica Daily
Press
24 9/21/2023
Best Bidder Justification
Two bids were submitted and evaluated by a panel comprised of staff from the Public Landscape Division of the Public Works Department. The bid was drafted to capture per foot installation rates on various fence sizes and labor hour costs, as repair work makes up the majority of the services required. Bids were evaluated on price of materials, repair labor rate, and types of services provided. Not all bidders provided pricing for the hardware or labor rates for access controls. Staff recommends Burkhardt Custom as the best bidder as they are the sole bidder who provided a bid for both gate access controls and permanent fencing and their hourly repair and installation service labor rate is the lowest of the two. Additionally, Burkhardt Custom is located within the City of Santa Monica and has had a positive working relationship with the City in the past.

Environmental Review
The award of an agreement for the provision and installation of permanent fencing and gate access controls service is exempt pursuant to Section 15303 (New Construction or Conversion of Small Structures) of the California Environmental Quality Act (CEQA) Submittals Received
Burkardt Custom $1,303.68 Everfence $1,118.00

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Guidelines. Section 15303 exempts Class 3 projects which consists of the construction and location of limited numbers of new, small facilities or structures; installation of small new equipment and facilities in small structures; and the conversion of existing small structures from one use to another where only minor modifications are made in the exterior of the structure. The installation of fencing and gate access controls are accessory structures as described in Section 15303(e) Therefore, the award agreement is categorically exempt from CEQA.

Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the General Fund, Pier Fund, and Water Fund to award an agreement with Burkhardt Custom for the provision and installation of permanent fencing and gate access controls. Funds are available within existing budgeted accounts noted below and would be charged to the appropriate account based on usage.

Agreement Request
FY 2023-24 Budget
Request Amount Account Number
Future
Year Amount
Total Contract
Amount
$40,000 01500023.529140 $160,000 $200,000
$8,000 53500001.529140 $32,000 $40,000
$40,000 01500020.529480 $160,000 $200,000
$8,000 50500001.550010 $32,000 $40,000
$96,000 $384,000 $480,000
Future year funding is contingent on Council budget approval.

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Prepared By: Leah Cornelius, Staff Assistant III
Approved Forwarded to Council
Attachments:

A. Oaks Initiative Form - Burkhardt Custom

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

Public benefits include:

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

2. Sale of material, equipment or supplies to the City in excess of $25,000 over a12- 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 inany 12-month period;

5. Land use variance, special use permit, or other exception to an establishedland 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 #
Burkhardt Custom
Brian Burkhardt, Owner
Brian Burkhardt Owner
9/1/2023
[email protected] 310-256-8502
Brian Burkhardt

5.C.a
Packet Pg. 133 Attachment: Oaks Initiative Form - Burkhardt Custom (5967 : Award Bid to Burkhardt Custom for Fencing and Gate Access Controls) City Council
Report
City Council Meeting: November 28, 2023
Agenda Item: 5.D
1 of 5
To: Mayor and City Council
From: David Martin, Director, Code Enforcement
Subject: Approval of Professional Services Agreement with Data Ticket for Administrative Citation Processing Services
Recommended Action
Staff recommends that the City Council:

1. 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.

2. Award RFP #370 to Data Ticket, Inc. for administrative citation processing services for the Community Development Department.

Summary
Code Enforcement Division staff issue Administrative Citations for violations of the Santa Monica Municipal Code. The City currently uses Data Ticket, Inc. to provide administrative citation processing services and collection of delinquent fines. The current agreement with Data Ticket, Inc., will expire on January 25, 2024. Staff evaluated the proposals and met with both prospective vendors and determined that Data Ticket, Inc.’s proposal met the needs of the City. Staff recommend that the Council authorizes the City Manager to negotiate and execute a five-year contract for administrative citation processing services with Data Ticket, Inc. in an amount not to exceed $214,000 with future funding contingent on Council budget approval.

Discussion

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Prior to May 2018, payments for Administrative Citations issued by the Code Enforcement staff were processed by the City’s Finance Department. Under this system, there were many challenges that staff had to address on a regular basis, including delinquencies and collections. Therefore, it was determined that it would be beneficial and more cost effective in the long term to utilize a vendor for issuance and processing of administrative citations and delinquent fine collections. This decreased the volume of fines that were unpaid and made the citation process more efficient by freeing up the officers’ time to investigate and enforce violations of the Santa Monica Municipal Code rather than pursue unpaid citations.

The Santa Monica Police Department contracted with Data Ticket, Inc. in May 2017 after evaluating three firms through the competitive bidding process. On May 23, 2018, the City entered into a three-year agreement with Data Ticket, Inc., for the Code Enforcement Division resulting from the competitive process conducted by the Police department. Since 2018, Data Ticket, Inc. has been providing citation entry, online citation management for city personnel and customers, online payment options, noticing, Franchise Tax Board services, customer service, data management, reporting, and statistical capabilities. The initial contract was for three years for an amount not to exceed $40,000. On August 22, 2019, a first modification to the contract was executed to extend the term through December 31, 2022 and include additional funds, as Data Ticket, Inc. charges the City a percentage of the revenue they collect in delinquent fines. On January 24, 2023, a second modification to the contract was executed to extend the contract through January 31, 2024, to coincide with the termination date of Data Ticket’s agreement with SMPD and to provide staff with time to conduct a solicitation process to award a new agreement.

The City conducted a formal RFP solicitation in August 2023 and received two responses: one from Data Ticket, Inc. and one from TBL Systems, Inc. Data Ticket, Inc., has been providing administrative citation processing services to the city since 2017. Their proposal provides two pricing options which offers the city with the ability to either pay a single fee up front for all services or pay for each instance. The Code Enforcement Division recommends continuing with the pay for each instance option as some of the services included in both options are not utilized, such as Hearing Schedule

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Letters and Hearing Performance. In addition, there would be no CPI increases for the duration of the contract.

A response was received from TBL Systems, Inc. an Arizona corporation. TBL Systems, Inc. provides most of their services to law enforcement agencies by building web-based cloud systems tailored to each agency’s needs. This process takes about six months from project initiation through transition to operation with the first-year costs at $625,000 and over $2.6 million for the five-year period.

Staff from Code Enforcement and the Police Department met with both prospective vendors who provided an overview of their platforms and the services they provide. It was determined that Data Ticket, Inc. best meets the needs of the city.

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VENDOR SELECTION
Bidder Recommendation
Best Qualified Firm Data Ticket, Inc.

Evaluation Criteria Customer service, including the size and capabilities of a full-time dedicated customer call center; staffing levels and whether they are able to meet or exceed the City’s anticipated volume;
comprehensive cost structure specific to services requested; full access to data collected by the vendor; ability to receive citation data in the preferred format; ability to meet the City’s reporting capabilities; references.

Municipal Code SMMC 2.24.190
RFPs Received
Data Ticket, Inc. TBL Systems, Inc.

RFP Data
Date Posted Posted On Advertise In (City Charter &
SMMC
Date Publicly
Opened
08/14/2023 City’s Online Bidding Site Santa Monica Daily Press 09/11/2023 Justification to Award
Based on the evaluation criteria above and the criteria in SMMC 2.24.190, staff recommends Data Ticket, Inc. as the best qualified firm to provide Administrative Citation Services based on previous experience working with the City, their ability to deliver quality services, their compliance with all City requirements, and fair pricing .

Environmental Review
The agreement is categorically exempt from CEQA pursuant to Section 15061(b)(3) of the CEQA Guidelines. The agreement is covered by the common sense exemption which states that CEQA does not apply, “where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” This agreement will allow the City to continue to contract with Data Ticket, Inc. for the processing of administrative citations and the collection of delinquent fines. Therefore, it can be seen with certainty that the agreement will not result in adverse physical impacts on the environment, and as such, is categorically exempt from CEQA.

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Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the General Fund to award a contract with Data Ticket, Inc. for administrative citation processing and delinquent citation collection.

Contract Request
Current Year
Request Amount
Amount for
Future Years
FY 2023-24 Budget
Department Account #
Total Contract
Amount
$21,400 $192,600 01700005.550010 $214,000
Future year funding will be contingent upon Council budget approval.

Prepared By: Cheryl Shavers, Senior Administrative Analyst Approved Forwarded to Council
Attachments:

A. Attachment A - Data Ticket, Inc. CSA #4449
B. Attachment B - Data Ticket, Inc. CSA #4449 First Modification C. Attachment C - Data Ticket, Inc. CSA #4449 Second Modification D. Data Ticket, Inc. OAKS FY 23-24

5.D
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Packet Pg. 139 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

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Packet Pg. 140 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

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Packet Pg. 141 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

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Packet Pg. 142 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

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Packet Pg. 143 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

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Packet Pg. 144 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

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Packet Pg. 145 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

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Packet Pg. 146 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

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Packet Pg. 147 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

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Packet Pg. 148 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

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Packet Pg. 149 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

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Packet Pg. 150 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

5.D.a
Packet Pg. 151 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

5.D.a
Packet Pg. 152 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

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Packet Pg. 153 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

5.D.a
Packet Pg. 154 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

5.D.a
Packet Pg. 155 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation

5.D.a
Packet Pg. 156 Attachment: Attachment A - Data Ticket, Inc. CSA #4449 [Revision 1] (5998 : Approval of Agreement with Data Ticket for Administrative Citation D
ocuSign Envelope ID: E3FBAD33-FE9A-47DD-878B-CC168BDF194A

5.D.b
Packet Pg. 157 Attachment: Attachment B - Data Ticket, Inc. CSA #4449 First Modification (5998 : Approval of Agreement with Data Ticket for Administrative D
ocuSign Envelope ID: E3FBAD33-FE9A-47DD-878B-CC168BDF194A

5.D.b
Packet Pg. 158 Attachment: Attachment B - Data Ticket, Inc. CSA #4449 First Modification (5998 : Approval of Agreement with Data Ticket for Administrative D
ocuSign Envelope ID: E3FBAD33-FE9A-47DD-878B-CC168BDF194A

5.D.b
Packet Pg. 159 Attachment: Attachment B - Data Ticket, Inc. CSA #4449 First Modification (5998 : Approval of Agreement with Data Ticket for Administrative D
ocuSign Envelope ID: E3FBAD33-FE9A-47DD-878B-CC168BDF194A

5.D.b
Packet Pg. 160 Attachment: Attachment B - Data Ticket, Inc. CSA #4449 First Modification (5998 : Approval of Agreement with Data Ticket for Administrative 1 SECOND MODIFICATION OF
CONTRACTUAL SERVICES AGREEMENT NO. 4449
This Second Modification of Contractual Services Agreement No. 4449 (“Second Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and DATA TICKET, INC. (“DATA TICKET, INC.”) is made with reference to the following:

RECITALS
A. On or about May 23, 2018, City and DATA TICKET, INC. entered into Contractual Services Agreement No. 4449 (the “Original Agreement”) for the processing of administrative citations and the collection of delinquent fines.

B. On or about August 22, 2019, City and DATA TICKET, INC. entered into the First Modification of Agreement Number 4449 (“First Modification”) to extend the contract term and to increase the contract price.

C. City and DATA TICKET, INC. desire to modify the Original Agreement to extend the contract term.

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

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

Term. This Agreement begins on the Execution Date and terminates on January 31, 2024, unless sooner terminated in accordance with Section 14 or extended by the parties in writing. ///
///
DocuSign Envelope ID: 3DA699FE-D3CC-4598-A7F8-9AD3A16798EC 1/24/2023

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Packet Pg. 161 Attachment: Attachment C - Data Ticket, Inc. CSA #4449 Second Modification (5998 : Approval of Agreement with Data Ticket for Administrative 2 2. Execution in Counterparts. This Second Modification may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification. Any signature to this Second Modification transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto.

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

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

ATTEST:
______________________________
NISE AgNDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________

LANE DILG
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By:
______________________________

RICK COLE
City Manager
DATA TICKET, INC. Corporation
#VENDOR
By:
_______________________________
DocuSign Envelope ID: 3DA699FE-D3CC-4598-A7F8-9AD3A16798EC 1/20/2023
City Attorney

DOUGLAS SLOAN
Chief Operating Officer
Brook Westcott
Data Ticket, Inc.
1/20/2023
1/24/2023
City Manager
David White
1/25/2023
Denise Anderson-Warren
City Clerk

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Packet Pg. 162 Attachment: Attachment C - Data Ticket, Inc. CSA #4449 Second Modification (5998 : Approval of Agreement with Data Ticket for Administrative

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Packet Pg. 163 Attachment: Data Ticket, Inc. OAKS FY 23-24 (5998 : Approval of Agreement with Data Ticket for Administrative Citation Processing Services)

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Packet Pg. 164 Attachment: Data Ticket, Inc. OAKS FY 23-24 (5998 : Approval of Agreement with Data Ticket for Administrative Citation Processing Services)

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Packet Pg. 165 Attachment: Data Ticket, Inc. OAKS FY 23-24 (5998 : Approval of Agreement with Data Ticket for Administrative Citation Processing Services)

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Packet Pg. 166 Attachment: Data Ticket, Inc. OAKS FY 23-24 (5998 : Approval of Agreement with Data Ticket for Administrative Citation Processing Services) City Council
Report
City Council Meeting: November 28, 2023
Agenda Item: 5.E
1 of 5
To: Mayor and City Council
From: Denise Anderson Warren, City Clerk, Records and Election Services Department
Subject: Approval of Contract Modification for Self-Hosted Service and Migration to Laserfiche Cloud Services
Recommended Action
Staff recommends that the City Council:

1. Authorize the City Manager to negotiate and execute a third modification to Agreement #9789 (CCS) in the amount of $156,037 with Compulink Management Center, Inc. dba Laserfiche for continued electronic document management and self-hosted services for the Police Department. This will result in a 5-year amended agreement with a new total amount not to exceed $518,251, with future year funding contingent on Council budget approval; and

3. 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.

Summary
The 5-year modification to Agreement 9789 (CCS) with Compulink Management Center, Inc. dba Laserfiche would continue electronic document management services of storing and retrieving City Council meeting documents, building permits and plans, Planning documents, Code Enforcement cases, and engineering drawings, and maintenance of self-hosted repositories on-site for the Police Department.

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The new Laserfiche Software as a Service (SaaS) Agreement would also continue document management services for the Records and Election Services and Community Development Departments but transition from self-hosting to subscription-based cloud services. Due to Criminal Justice Information Services (CJIS) data in the system, the Police Department must maintain services until the vendor obtains GovCloud (data storage for government agencies with sensitive records that address regulatory and compliance requirements) and Federal Risk and Authorization Management Program (FEDRAMP) certifications before transitioning to the cloud. The purpose of transitioning from an on-site solution to a cloud-hosting solution is to support workforce mobility and enhance service uptime, system back-up, and disaster recovery for the City. The service would also improve department efficiencies by upgrading and making the Laserfiche Public Portal more user-friendly; continuing to allow departments to store and give access to more public documents online; reducing the amount of staff time spent on calls/records requests for public documents; and allow servers to be repurposed for other uses.

Discussion
In 2006, the City conducted a Request for Proposals (RFP) and entered into agreements with Laserfiche for the purchase and maintenance of imaging and document management software to replace the City’s previous FileNet system. In 2010, the agreement was modified to purchase additional user licenses and related services due to a multi-departmental deployment of Laserfiche products. In 2013, the City entered into a new sole source software licensing agreement to integrate the Laserfiche system with other systems, such as those for Police reporting and building permitting to streamline document retention and publishing processes. In 2017, the agreement was modified to add software and services to support mobile functionality and enhanced digitization of paper documents. At the June 27, 2023 City Council meeting, Council approved a budget enhancement to transition electronic content management services to the cloud.

The SaaS service would transition the City to a subscription-based licensing model, with an annual fee including software licenses, hosting and storage in Amazon Web

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Services (“AWS”), core-product technical support, and automatic deployments of quarterly software releases to keep the City current on the latest updates and performance enhancements. The transition would further enable system reliability because the cloud-hosted solution is designed for resilience and high availability to maintain critical business continuity for storing and retrieving City Council meeting documents, building permits and plans, Planning documents, Code Enforcement cases, and engineering drawings. The cloud-hosted solution would also provide the necessary underlying infrastructure to reduce expenditures for hardware and software maintenance, minimizing the total cost of ownership, and allowing Information Systems staff to support other high-value City technology initiatives. Finally, upgrading this service would avoid working with unsupported software which could cause any of the following: loss of data, compatibility issues with integrated systems or system failure, compliance issues, and reduce operational efficiencies. Because of the new scope of work, staff recommends entering into a new exception to competitive bidding 10-year Software as a Service (SaaS) Agreement, with Laserfiche for cloud migration services.

Additionally, when the vendor obtains Federal certifications, staff would return with a modification to incorporate the Police Department into the SaaS agreement.

Vendor Selection
Staff recommend as exception to the competitive bidding process.

Recommend as Exception to Competitive Bidding
Staff recommends Compulink Management Center, Inc. dba Laserfiche to furnish and provide continued electronic document management and self-hosted services for the Police Department and continued electronic document management and cloud migration services for the Records & Election Services (City Clerk) and Community Development Departments as an exception to competitive bidding per Muni Code

2.24.250 (g). Laserfiche has provided the City with electronic document management services and has been a sole source vendor since 2006, and stores records going back to the 1940s. Staff requests a 10-year Exception to Competitive bid SaaS Agreement because of the additional costs to export/import files and additional time to re-bid for another system, and staff/the public would temporarily lose access to files during the transition. Additionally, there is precedence with Council approving a 10-year agreement with the first modification in 2017.
g. due to circumstances outside of the control of the City, would result in a substantial economic loss, substantially compromise a legal position, or substantially interfere with a required City operation;
Environmental Review

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These agreements are exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) (Common Sense Exemption) of the CEQA Guidelines, which states that CEQA does not apply, where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The agreements represent changes to the City’s software system and would not result in physical effects on the environment. No further environmental review is required.

Past Council Actions
Meeting Date Description
08/27/13
(Attachment A)
Original bid and aware of agreement with vendor for an
imaging and content management and services
12/05/17
(Attachment B)
Most recent modification to agreement with vendor
Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the General Fund to: 1) increase the amount of Agreement 9789 (CCS) with Compulink Management Center, Inc. dba Laserfiche for continued self-hosted electronic document management services for the Police Department and 2) award a new 10-year SaaS Agreement with Compulink Management Center, Inc. dba Laserfiche for cloud migration services. Future year funding is contingent on Council budget approval.

Agreement 9789 (CCS) Modification Request
Agreement # Current Authorized
Amount
FY 2024-25
Modified Request
Amount
Dept Account # Total Revised
Contract Amount
9789 $767,292 $156,037 01180005.529230 $923,329
SaaS Agreement Request
FY 2023-24
Request Amount Department/CIP Account # Future Years Amount Total Contract Amount $100,570 01110001.529230 $603,430 $704,000
$0 01700001.529230 $135,000 $135,000
Total $839,000

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Prepared By: Maria Dacanay, Administrative Analyst
Approved Forwarded to Council
Attachments:

A. Contract 9789 (CCS)
B. Contract 9789 (CCS) Second Modification
C. OAKS INITIATIVE FORM (2023)

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Agreement No. 'l7 i '/ (CCS)

SOFTWARE LICENSE AGREEMENT
This Software License Agreement ("Agreement") entered into on 'trttutcJ., ,1, f, , 2014 ("Execution Date"), by and between Compulink Management Center, Inc. dba Laselfiche, a California cmporation ("Laserfiche"), and City of Santa Monica, a California municipal cmporation ("City") is made with reference to the following:

RECITALS:

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

B. City seeks to purchase an Imaging and Document Management System for use by various City depmtments detailed in the Proposal, which is attached hereto as Exhibit I and incmporated herein by reference.

C. Laserfiche is a California cmporation that markets and suppmts ce1tain software applications licensed hereunder.

D. City and Laserfiche desire to enter into this Agreement upon the te1ms and conditions set fmth below.

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

SECTION 1. DEFINITIONS
The following definitions shall apply to the te1ms as they appear in this Agreement:

A. "Laserfiche" means and refers to Laserfiche.

B. "Licensed Company" or "City" means and refers to the City of Santa Monica.

C. "Softwm·e Product" or "Licensed Product" means and refers to the computer software and associated media and printed materials, and may include "online" or electronic documentation as listed in the Proposal attached hereto as Exhibit I and incorporated herein by reference.

D. "Server Software" means and refers to the Software Product to be used on a shared computer referred to as the "Server".

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Packet Pg. 172 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) E. "Client Software" means and refers to the Software Product to be used on individual user workstations.

F. "Services" shall mean professional services provided by Laserfiche to install, configure and customize software and train City staff.

SECTION 2. LICENSE GRANT
In consideration of the City's promises contained in this Agreement, Laserfiche grants to City, and City accepts, subject to the terms and conditions set f01th in this Agreement, a perpetual, non-exclusive and non-transferable license to use the Licensed Products indicated in the Proposal attached hereto as Exhibit 1. Specifically, City is licensed to (i) install and use the Server Software and (ii) install and use Client Software on the user workstations for the number of concurrent users listed in Exhibit 1. Laserfiche represents that it possesses all rights and interest in the Software Product to enter into this Agreement. This Agreement is subject to Laserfiche's End User License Agreement ("EULA"), attached as Exhibit 2 and incorporated by this reference; provided, however, that to the extent that the tenns and conditions of this Agreement are inconsistent with those of the EULA, this Agreement will govern the rights and obligations of the Pmties.

SECTION 3, LICENSE USE.

A. City shall not copy the Licensed Products or allow their use by others without the written permission ofLaserfiche except for City's production, backup, archival, and disaster recovery pmposes. City will reproduce and include the copyright, trade secret or other restrictive and proprietary legends from the original on all copies. All copies will be subject to the terms of this Agreement. The Licensed Products may be used only by City, and not for the benefit of any third pmty.

B. City shall not (i) reverse engineer any pmt of the Licensed Products; (ii) distribute, sell or otherwise transfer any part of the Licensed Products; and (iii) remove the patent, copyright, trade secret or other proprietary protection legends or notices which appem· on or in the Licensed Products.

C. City shall not create any derivative work or product based on or derived from the Licensed Products or documentation or modify any Licensed Products or documentation without the prior written consent ofLaserfiche. In the event ofa breach of this provision (and without limiting Laserfiche's remedies) said modification, derivative work or product based on the Licensed Products or documentation is hereby deemed assigned to Laserfiche.

SECTION 4. SOFTWARE SERVICES.
2 5.E.a
Packet Pg. 173 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) A. Laserfiche shall provide software and services as outlined in the Quote. Such services include project consulting and implementation, annual service and maintenance, on-site training, configuration and customization, software set-up and installation.

B. Laserfiche will determine and City shall review qualifications and approve or reasonably disapprove the key personnel to be assigned to perfonn the services under this Agreement, an engagement letter, scope of work, exhibit or other written amendment.

Laserfiche shall be required to provide additional functional and technical resources as required to provide the services required hereunder. In the event of any changes to the Laserfiche's staff, Laserfiche will notify the City immediately in writing. Laserfiche agrees that any replacement of any listed individuals will be made with individuals of comparable or higher experience, and that the composition ofLaserfiche's employees or subcontractors assigned to this Agreement will be maintained in a manner that provides the same or higher level of services to the City. The City reserves the reasonable right to approve or disapprove any individuals proposed by Laserfiche to be included as part ofLaserfiche's staff assigned to this Agreement. In the event of any additional staffing or personnel changes by Laserfiche, Laserfiche agrees to absorb all expenses and costs associated with such change and shall not charge the City with such expenses or costs under this Agreement.

C. Either pmty may request at any time the removal of any individual performing Services if that pmty: (i) reasonably believes that individual is not qualified to pe1fo1m the services or does not meet appropriate professional standards; and (ii) previously provided the other party with written notice of the problem and a reasonable opp01tunity to remedy the situation.

SECTION 5. INSTALLATION
Laserfiche will install the Licensed Product in accordance to the schedule detailed in Exhibit I.

System acceptance will be complete after Systems Acceptance criteria, detailed in Stage 6 of Exhibit I, have been met and the system has been in production for a consecutive period of at least 60 days without significant malfunction or enor. Any significant failure (no workaround or fix) of the system or need for software correction for Software provided by Laserfiche during the acceptance period shall extend the acceptance period on a day by day basis until the conection is fully completed.

SECTION 6. LICENSE FEES AND SUPPORT SERVICES FEES
City shall pay to Laserfiche an amount not to exceed $73,674, as set faith in Exhibit I.

A. Fees, City shall pay Laserfiche Software License Fees, Services and first-year's software maintenance fees in the amount of$73,674 as specified in Exhibit I.

B. Payment Schedule. The fees shall be paid according to the following schedule:
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Packet Pg. 174 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) I. The total cost of$20,784 for first year's LSAP software maintenance and supp01i at the execution of the Agreement;

2. The total cost of$27,765 for Laserfiche Rio software licensing upon the successful installation of all software components, including Rio version 9 .x in the test enviromnent as described in Exhibit I, or within 90 days from contract execution, whichever comes first.

3. The total cost of$25,125 for all professional services upon project closeout and acceptance, as per Exhibit 1.

SECTION 7. COPYRIGHT AND OTHER RESTRICTIONS
The Software Product is licensed, not sold and is not transferable. Title and copyrights in and to the Software Product, excluding City data (including any images, photographs, video, audio, and text incorporated into the Software Product), accompanying printed material, and any copies you are permitted to make herein are owned by Laserfiche and are protected by United States copyright laws and international treaty provisions.

SECTION 8, LIMITED WARRANTY
A. Laserfiche wmwnts the Softwm·e Product shall be free from defects in materials and workmanship for ninety (90) calendar days commencing from system acceptance of the Software Product as set forth in Section 5, above. During this period, the Software Product is warranted to conform to the specifications as stated in Laserfiche's documentation.

B. The Software Products shall continue to pe1form in accordance with Laserfiche's most cmTent documentation, which may be modified from time to time, so long as the City remains a subscriber to the Maintenance Agreemeµt between the parties.

C. There is no program code, other than as specified in Laserfiche's documentation that will restrict the City's use of the Licensed Product upon payment in full.

D. Any modification or enhancement of the Licensed Product shall satisfy the wmwnties and conditions set forth in this Section, so long as the City is a subscriber to the Maintenance Agreement between the parties.

E The Software Products will be free of any errors which severely effect the operation of the system or keep the system from production use.

This section shall survive the termination of this Agreement.

SECTION 9. RESPONSE TIME
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Packet Pg. 175 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) The wananty period shall extend for a period of ninety (90) days from date of production.

The wananty also extends for any maintenance period as long as payments are kept cmTent.

During the wananty period, in the event that the City encounters an en-or and/or malfunction whereby the Software does not conform to the description in the Proposed User's Manual, Laserfiche will respond in accordance with the following Priority Levels:
"A" Priority - A Level "A" Priority shall mean and refer to a software e1rnr that renders the entire system inoperable. Laserfiche shall assign resources within the first hour. Laserfiche shall continue to work on the problem until the problem is resolved. Average resolution time shall be less than eight (8) hours.
"B" Priority - A Level "B" Priority shall mean and refer to the detection of a software e1rnr for a system module which seriously impairs system operations, but does not render it "down." Laserfiche shall assign resources within four hours and continue to work on the problem until the problem is resolved.
"C" Priority - A Level "C" Priority shall mean and refer to a minor problem, but of sufficient severity to warrant con-ection before the next production software release or service pack. Generally completed within thiity (30) days.
"D" Priority - A Level "D" Priority shall mean and refer to minor problems that do not severely affect the operation of the system and generally will be incorporated in the next production of the software.

SECTION 10. AGREEMENT DOCUMENTS
Laserfiche's Proposal (Exhibit 1) is made a part of this Agreement.

SECTION 11. INSURANCE
Laserfiche's Insurance
Prior to commencing work, the Laserfiche shall procure and maintain at Laserfiche's own cost and expense for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work or services hereunder by the Laserfiche, its agents, representatives, employees, or subcontractors. The cost of such insurance shall be included in Laserfiche's bid.

Without in any way affecting the indemnity provided, the Laserfiche shall secure before commencement of the work and throughout the Agreement the following types and amounts of insurance:

Minimum Limits of Insurance
Laserfiche shall obtain insurance of the types and in the amounts described below:
5 5.E.a
Packet Pg. 176 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) 1) Comme1·cial Gene1·al Liability Insurance
Laserfiche shall maintain commercial general liability (CGL) with a limit of not less than $1,000,000 each occurrence/$2,000,000 in the annual aggregate. 2) Business Auto and Umbrella Liability Insurance
Laserfiche shall maintain business auto liability with a limit of not less than $1,000,000 each accident.
3) Workers' Compensation and Employer's Liability Insurance Laserfiche shall maintain workers' compensation insurance as required by the State of California and Employer's Liability Insurance in the amount of $1,000,000 per accident for bodily injury or disease.

Minimum Scope of Insurance
1) CGL insurance shall be written on Insurance Services Office form CG 00 01 ( or a substitute fo1m providing equivalent coverage) and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and adve1tising injury liability assumed under an insured contract (including the tort liability of another assumed in a business contract), and explosion, collapse and underground hazards. 2) Business Auto Insurance shall cover liability arising out of any auto (including owned, hired, and non-owned autos). Coverage shall be written on Insurance Services Office form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage equivalent to that provided in the 1990 and later editions of CA 00 01.

Deductibles and Self-Insured Retentions
Any deductibles or self -insured retentions must be declared to and approved by the City of Santa Monica. At the option of the City of Santa Monica, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City of Santa Monica, its officers, officials, employees, or volunteers; or the Laserfiche shall provide a financial guarantee satisfactory to the City of Santa Monica guaranteeing payment of losses and related investigation, claim administration and defense expenses.

Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
1) City of Santa Monica, its officers, officials, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of automobiles 6 5.E.a
Packet Pg. 177 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) owned, leased, hired, or bo1rnwed by or on behalf of the Laserfiche; and with respect to liability arising out of work or operations performed by or on behalf of the Laserfiche including materials, parts or equipment furnished in connection with such work or operations. Under the COL policy, using the Insurance Services Office additional insured endorsement form CG 20 10 or a substitute providing equivalent coverage, and under the commercial umbrella, if any. City and other additional insureds mentioned in this paragraph shall not, by reason of their inclusion as additional insureds, become liable for any payment of premiums to caniers for such coverage.
2) For any claims related to this project, the Laserfiche's insurance coverage shall be primmy as respects the City of Santa Monica, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees, or volunteers shall be excess of the Laserfiche's insurance and shall not contribute with it. 3) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under subdivision (b) of Section 2782 of the Civil Code.

General Liability, Workers' Compensation ancl Employer's Liability The insurer shall agree to waive all rights of subrogation against the City of Santa Monica, its officers, officials, employees, and volunteers for losses arising from activities and operations of Laserfiche in the performance of services under the Agreement.

All Coverages
1) Each insurance required by this clause shall be endorsed to state that coverage shall not be canceled except after thilty (30) days prior written notice by ce1tified mail, return receipt requested, has been given (add user depmtment and specify specific individual and title) to the City.
2) If Laserfiche, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of Agreement. City, at its sole option, may terminate this Agreement and obtain damages from the Laserfiche resulting from said breach. Alternatively, City may purchase such coverage (but has no special obligation to do so), and without fmther notice to the Laserfiche, City may deduct from sums due to the Laserfiche any premium costs advanced by the City for such insurance.

Acceptability of Insurers
Insurance is to be placed with insurers with a cmTent A.M. Best's rating ofno less than A:6 unless otherwise approved by the City's Risk Manager. 7 5.E.a
Packet Pg. 178 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Verification of Coverage
Laserfiche shall furnish the City of Santa Monica with original certificates and amendatory endorsements effecting coverage required by this section. The certificates and endorsements for each policy are to be signed by a person authorized by the insurer to bind coverage on its behalf. The ce11ificates and endorsements should be on forms provided by the City of Santa Monica or on other than the City of Santa Monica's fonns, provided those forms and endorsements confonn to the requirements. All ce11ificates and endorsements are to be received and approved by the City of Santa Monica before work commences. The City of Santa Monica reserves the right to require complete, ce11ified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.

Subcontractors
Laserfiche shall include all subcontractors as insureds under its policies or shall furnish separate ce11ificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

SECTION 12. INDEMNIFICATION
A. During the period any p011ion of the Software is in transit and prior to installation, Laserfiche shall have sole responsibility for all risk of loss or damage to the Software.

B. Laserfiche shall indemnify, defend and hold harmless City from and against any and all claims, damages, losses, expenses or liabilities, including, but not limited to, reasonable attorneys' fees, arising out of or resulting from the following: (i) Laserfiche's negligent performance of or negligent failure to perform its obligations under this Agreement; (ii) arising from the willful misconduct or the negligent acts, e11'ors or omissions of Laserfiche, its officers, agents, and employees in the perfonnance of its services under this Agreement, including, but not limited to the installation of the Software; and (iii) any patent, copyright and other infringement claim by any third party in connection with the Licensed Product.

C. If Laserfiche, or its officers, agents, or employees, are only partially at fault for a claim or loss for which the City seeks indemnity, then Laserfiche's indemnity liability shall be equitably app011ioned to Laserfiche according to its pro-rata apportiomnent of fault for the acts or omissions resulting in the City's claim or loss.

D. Laserfiche further agrees that if City is prevented from using the Licensed Product(s) due to an actual or claimed infringement of any patent, copyright or other intellectual prope11y right, then at Laserfiche's option, Laserfiche shall promptly either:

I) procure for City, at Laserfiche' s expense, the right to continue to use the Licensed Product(s);
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Packet Pg. 179 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) 2) replace or modify the Licensed Product(s), at Laserfiche's expense, so that the Licensed Product(s) become non-infringing; or
3) terminate the Agreement and return City's license fees for the infringing Licensed Product(s) in the event that neither (i) or (ii) are reasonably feasible.

SECTION 13. NOTICES
All notices, demands, requests or approvals to be given under this Agreement, shall be given in writing and shall be deemed served when delivered personally or on the third business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided.

To City:

To Laserfiche:

City of Santa Monica
I 685 Main Street, Room I 05
Santa Monica, CA 90401
Attn: Jory Wolf, Chieflnformation Officer
Compulink Management Center, Inc., dba Laserfiche
3545 Long Beach Blvd.

Long Beach , CA 90807
Attn: Chuck Banick
SECTION 14. COSTS OF LITIGATION
If any legal action or proceeding is necessary to enforce any provision of this Agreement or for breach of this Agreement, the prevailing party shall be entitled to receive from the opposing pm1y all costs and expenses and such amount as may be adjudged to be reasonable attorney's fees. The prevailing pm1y's attorneys' fees shall be paid whether or not the action is prosecuted to judgment. The prevailing pm1y shall be entitled to recover an mnount equal to the fair market value of legal services provided by attorneys employed by the prevailing party as well as any attorneys' fees paid to outside attorneys in connection with the action.

SECTION 15. ASSIGNMENT
Laserfiche shall not assign, hypothecate or transfer this Agreement or any interest therein directly or indirectly, by operation oflaw or otherwise without the prior written consent of City, which may be withheld at the City's sole discretion. Any attempt to do so without the City's consent shall be null and void, and any assignee, sublessee, hypothecatee or transferee shall acquire no right or interest by reason of such attempted assignment, sublease, hypothecation or transfer.
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Packet Pg. 180 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SECTION 16. APPLICABLE LAW
This Agreement shall be governed by the laws of the State of California.

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Packet Pg. 181 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SECTION 17. RIGHTS UPON TERMINATION
A. If either pmiy materially breaches this Agreement, the other party may give written notice of its desire to terminate and the specific grounds for te,mination and, if such default is capable of cure and the pmiy in default fails to cure the default within thiiiy (30) days of the notice, the other party may tenninate this Agreement. If such default is incapable of cure, the other party may tenninate this Agreement immediately upon written notice of its desire to te,minate.

B. Upon termination, the License to use the Licensed Products shall be immediately revoked and all Licensed Products, related documentation, Software Tools, and suppmiing materials will be returned to Laserfiche or destroyed.

SECTION 18. INTEGRATED AGREEMENT
This Agreement represents the full and complete understm1ding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modifications of this Agreement will be effective only by written execution signed by both City and Laserfiche and approved as to form by the City Attorney. This Agreement is the product of negotiation and compromise between the pmiies.

Accordingly, notwithstanding California Civil Code Section 1654, in the event of uncertainty, the la11guage shall not be construed against the party causing the unce1iainty.

SECTION 19. PERMITS AND LICENSES
Laserfiche, at its sole expense, shall obtain and maintain during the term of this Agreement, all required business at1d professional pe,mits, licenses a11d certificates.

SECTION 20. COMPLIANCE WITH LAW
Laserfiche shall comply with all federal, state and local laws, including all ordina11ces, rules at1d regulations.

Ill
Ill
I II
II I
11 5.E.a
Packet Pg. 182 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SECTION 21. NONDISCRIMINATION
In rendering services under this Agreement, Laserfiche shall not discriminate based upon race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability and shall comply with the requirements of all federal, state and local law.

IN WITNESS WHEREOF, the paities have caused this Agreement to be executed the day and year first above written.

ATTEST:

S£J)rru&V

SARAH GORMAN
City Clerk
APPROVED AS TO FORM:
"
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City
12 CITY OF SANTA MONICA
a municipal corporation

ROD GOULD
City Manager

COMPULINK MANAGEMENT CENTER,
INC., d/b/a Laserfiche
) 1'_, /ll(U }o /C/
By: ,~9~ {~J cJ!;f'VJn/: / ,L{
Title: V' e' 0 (' gr) (;i,,1z:v6~1,::;
/ X 110 lLTc~£ 'Z,~ I <f

5.E.a
Packet Pg. 183 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) EXHIBIT 1
Laserfiche RIO Upgrade & Scope of Work
Enterprise Content Management System
Prepared for: City of Santa Monica

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Packet Pg. 184 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Exhibit 1

5.E.a
Packet Pg. 185 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Table of Contents
Laserfiche Rio for the City of Santa Monica .................................................................................................. 3 Overview ................................................................................................................................................... 3 City-Wide Adoption of the Rio Licensing Platform ................................................................................... 4 Summary ................................................................................................................................................... 5 Pricing ............................................................................................................................................................ 6 Attachment A: City of Santa Monica Rio Upgrade - Scope of Work ............................................................ 7 Solutions Gro11,u
Laserfiche Rio for the City of Santa Monica
February 03, 2014

Page 2 of 6 ends

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Packet Pg. 186 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Laserfiche Rio for the City of Santa Monica
Overview
For nearly six years, the City of Santa Monica has relied upon the Laserfiche ECM management system to securely capture, store and manage business records and historical documents in multiple departments. During this time, the City has made significant improvements to the way in which they use the Laserfiche system by expanding the number and types of documents that they image and store, as well as the methods by which they capture, index, distribute, and manage those documents.

With the City's currently deployed version of Laserfiche reaching the point in which further development will be suspended (although it would continue to be supported) it is an important time for the city to consider upgrading to the Laserfiche DoD 5015.2 records management RIO platform as the city's deployed version of Laserfiche ECM is reaching its end of life. The features of the new RIO platform allow the implementation of the Laserfiche system throughout the City in a simplified licensing structure based on number of users. Under the Rio licensing agreement, all advanced features of the core Laserfiche system are available to all users without having to license them on a per-module basis.

The following is a breakdown of the features and benefits for an enterprise deployment. • Provide for unlimited deployment of Servers and Repositories for business continuity purposes • Named users have workflow integrated so they may participate in transactional activities • Enhance distribution with Rio's !Phone and !Pad application • Enterprise expansion to all city departments with the complete product suite functionality • Governance risk management and eDiscovery capabilities provided as part of core product • Provide Public Access
5o{utions Group
Laserfiche Rio for the City of Santa Monica
February 03, 2014

Page 3 of 6 ends

5.E.a
Packet Pg. 187 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) City-Wide Adoption of the Rio Licensing Platform
A benefit of the new Rio licensing platform is that new, scaled pricing structure has been introduced that brings the cost per user down as the total number of licenses increases. Coupled with the Laserfiche Software Assurance Program benefit of 100% credit toward platform upgrades, all departments in the City can benefit from these features for little additional cost than if any one department were to implement this system separately. A significant increase in the usability and functionality of the Laserfiche system will be realized by capitalizing on the investment that the City has made in its existing Laserfiche licenses.

The following is a breakdown of planned licenses and quantities for a citywide upgrade:

Description
_ La:erfiche Server (Test, Development1 QA, Disaster Recovery, etc ... ) Laserfiche Repositories
Unlimited
Unlimited
Full User License including DoD 5015.2 Certified Records Management SO •-s•,••--~••"~----------------r---•-·-••• Workflow Server Unlimited
:~~c:~::::~~--u-:-·~-:-A-_cc--e-:s~~:b::::::a-.. l--5-_erv_e_r_(w-i-th._W_e_b_Li_n_k_) _____________ u_n_l_i;_i_te_d_-<@ ·--· --·-------.. -----+-----,,<,,·-·---.. -1
Quick Fields Basic (Validation Package for Barcode a_nd_RT_L) ------ .. __ ___ -- . . .... .Gt 2 ', iv/ C•. r Quick Fields Core (Validation Package for Barcode, RTL & Zone OCR) l•·"'--'-'~1"•······--·-I 2 o 1'1
Quick Fields Agent
!Phone & !Pad Applications
Solutions Grnup
Laserfiche Rio for the City of Santa Monica
February 03, 2014

Page 4 of 6 ends

1 Included

5.E.a
Packet Pg. 188 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Summary
As more and more information is being created and stored in electronic format, the requirements for managing the capture, distribution, and retention of that information increases.

The City of Santa Monica is nationally recognized as a leader in its information management and technological accomplishments in implementing document & records management technologies and best practices. The initiative to continually improve upon current capabilities by investing in new technologies while leveraging existing investments continues to provide invaluable cost-saving benefits to the City. With the features available in the Laserfiche Rio platform and its licensing structure, the opportunity is here for the City to take advantage of this unique Laserfiche offering and implement its advanced technologies in a cost-effective manner.

The proposed enhancement to the City's information infrastructure will help to achieve its goals in the following ways:
• Deploy DoD 5015.2-certified records management in compliance with requirements • Align IT investments with Santa Monica's enterprise information strategy • Merge departmental content with business processes
• Maximize efficiency, productivity and return on investment • Ensure compliance for discovery and accountability
Solutions GrrJu,o
Laserfiche Rio for the City of Santa Monica
February 03, 2014

Page 5 of 6 ends

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Packet Pg. 189 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Pricing
Software modules and services, and have been listed to match the proposed solution. The software pricing includes the first year's renewable Laserfiche Software Assurance Plan (LSAP) and trade-in credit for purchased Laserfiche products and LSAP.

P/N Description Qty Price Total
Rio Laserfiche Rio - 50 Users w/ 25 User Public Portal 1 $102,700.00 $102,700.00 *Includes all previously licensed features of
QuickFields, Records Management, Import Agent
and Laserfiche SOK
Credit United licensing trade-in credit 1 ($74,935.00) ($74,935.00) Licensing Total $27,765.00
e k ·b/J,L;~ 7-,.

SVC Implementation Services by hour 100.! /!.,.-r; $175.50 $17,625.00 (per attached SOW)
VIP VIP Services Package (5 days) 1 $7,500.00 $7,500.00 May be used for LF-SharePoint integration
consulting and Web Acces·s configuration assistance
Services Total $25,125.00
Rio LSAP Laserfiche Rio LSAP - Annual Maintenance 1 $20,784.00 $20,784.00 {10/01/2013 - 09/30/2014)
Total $73,674.00
The Laserfiche Solutions Group is pleased at the opportunity to submit this proposal and we look forward to providing its efficiency, security, and cost-saving benefits to the City of Santa Monica.

Sincerely,
Chuck Barrick I Solutions Manager
Laserfiche~ Solutions Group
Run Smarter®
Phone: 1.562.988.1688 x 190
E-mail: [email protected]
Website: www.laserfiche.com
Solutions Grou,o
Laserfiche Rio for the City of Santa Monica
February 03, 2014
Page6of6
s- ~Q t
'.2. 1, iV!O,v·
·:2014.

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Packet Pg. 190 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) City of Santa Monica - Rio Upgrade
Scope of Work - January 2014
Implementation Plan
This document proposes a scope of work and general approach for the City of Santa Monica's ["CSM"] proposed Laserfiche solution. This scope of work covers the following items:

Code
Rio Upgrade
RU-Rl
RU-R2
RU-R3
RU-R4
Description
Deploy Laserfiche Rio
Upgrade core Laserfiche server infrastructure from Laserfiche 8.3.x to Laserfiche 9.x
Enable checksum and volume encryption functionality
Deploy Laserfiche to the public via Public Portal
As with most projects of this nature, at this point in the engagement, Laserfiche Professional Services ["LFPSG"] has only a basic understanding of CSM's requirements and overall situation. As LFPSG learns more (primarily after Stage 1, explained below), there may be a need to modify the overall scope of work and general approach. As a result of this, the estimated hours provided below are not a fixed-cost bid.

Project Stages
LFPSG has adopted a formal methodology to implementing custom solutions of the Laserfiche software suite, which involves guiding the project through a series of clearly defined stages.

CSM has the option of modifying LFPSG's implementation methodology, by adding, removing, or altering stages, but note that, in our experience, significant variation from LFPSG's methodology can lead to potential project delays.

Note: Once the project is moved past a particular stage, it is difficult to return to or repeat the stage at a later date. If this becomes necessary, additional cost may be charged to CSM, and the project plan's final delivery date may be significantly extended.

Stage 1: Requirements Gathering
Owned By: LFPSG and CSM
LFPSG will conduct a series of in-depth meetings and interviews with CSM, during which CSM will explain their requirements to LFPSG in detail. LFPSG will document CSM's requirements, and, when necessary, pose questions.

LFPSG recommends the following:

City of Santa Monica Rio Upgrade SOW - February 03, 2014 Page 1 of 7

5.E.a
Packet Pg. 191 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) • CSM are fully prepared to present final requirements to LFPSG (i.e., requirements should not be "in flux"), which may include documentation and formal presentations (if requirements are especially complex, LFPSG may request that CSM provide documentation). • CSM are prepared to discuss technical infrastructure details, including how many environments should be created, how many CSM servers will be needed, and the overall system topology (LFPSG will provide detailed hardware and system topology recommendations). • All necessary CSM personnel be in attendance for all meetings. • CSM are prepared to identify which CSM personnel will play the following roles in the project:
o Project Owner: CSM leader of the project; the ultimate decision maker. o IT Administrator: CSM team-member responsible for assisting LFPSG with all IT-related tasks (e.g., granting LFPSG access to CSM servers, helping CSM install and setup CSM servers).
o Business Matter Expert: CSM team-member who best understands the system's business-level functionality requirements.

Note: Multiple people may play the same role. One person may play multiple roles.

After all requirements gathering sessions have completed, LFPSG will deliver to CSM a formal Scope of Work document detailing the requirements, as well as a proposal for how the system will be built. CSM should closely review this document, and inform LFPSG if any changes should be made. Both LFPSG and CSM should formally agree upon the document before the project leaves Stage 1.

Note: During Stage 1, if the Scope of Work identifies that more work and cost is necessary than was listed in the original sales contract, the project's Laserfiche Sales Representative must resolve this issue before the project can proceed.

In addition to the requirements gathering document, LFPSG will provide to CSM a formal Microsoft Project plan, identifying the project's schedule. LFPSG and CSM should formally agree on this plan before proceeding past Stage 1. This Project file will be maintained and regularly updated by LFPSG.

LFPSG will provide a PDF copy of the plan to CSM on a regular basis.

Once the requirements gathering document and project plan are agreed upon, any new or modified requirements requested by CSM will be considered on a case-by-case basis, and will be processed by LFPSG's formal "change management" process. In most situations, LFPSG can honor a new/modified requirement, but additional time may be added on to the overall project's length. In some cases, and depending on the new/modified requirement's size (in terms of overall development work), the new/modified requirement may be considered out-of-scope, which would require LFPSG and CSM to come to an agreement on additional cost and time. LFPSG highly recommends all requirements be included in the original requirements gathering document.

Stage 2: Infrastructure Setup
Owned By: LFPSG
Based on infrastructure setup information gathered so far, LFPSG will create one environment. This environment will first be used as the test environment. In Stage 6, this environment will be promoted City of Santa Monica Rio Upgrade SOW- February 03, 2014 Page 2 of 7

5.E.a
Packet Pg. 192 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) from test to production. LFPSG will upgrade CSM from the current Laserfiche United 8.3.x to Laserfiche Rio 9.x. The general steps for the upgrade are as follows:

Requirements
Task
Verify remote access to Laserfiche Server environment
Deploy Laserfiche Rio License Manager
Install Laserfiche Rio License Manager on server designated by CSM IT team. Properly license the Rio system.

Add users from Active Directory to Rio License Manager.

Performed in Test Environment
Install/Configure Laserfiche on new Server
Ensure Laserfiche software and licenses are accessible from the designated Laserfiche Server
Install and license Laserfiche 9 software
Do test migration from Laserfiche 8.3.x to Laserfiche 9.x.

Restore root of Laserfiche database to the designated Laserfiche Server Attach database in Laserfiche Ad min Console
Make Laserfiche Volume path changes in Laserfiche Ad min Console to reflect new storage location
Ensure DNS/IP settings are set up so that existing Laserfiche Clients don't have to re-attach to the Laserfiche repository on the new server Enable Laserfiche checksum functionality.

Enable Laserfiche volume encryption.

Configure Firewall Compatibility Component (FCC) so that legacy Laserfiche 7.x clients and Quick Fields 7.x workstations can continue to communicate with the Laserfiche 9.x server.

Do basic smoke test of functionality (Laserfiche Clients and Quick Fields workstations)
Install and Configure Laserfiche Audit Trail
Install and Configure Laserfiche WebLink in the
Internal Environment
Configure Public Portal in the DMZ for Public Access
Configure Weblink box to point to Laserfiche repository on new server Configure public user for We blink access
Configure look and feel of Weblink UI
Do basic smoke test of functionality, especially security Ensure DNS/IP settings are setup so that site is accessible from public City of Santa Monica Rio Upgrade SOW- February 03, 2014 Resource Time
Estimate
LFPSG 1
LFPSG 1
CSM and LFPSG 1
LFPSG .5
LFPSG 1
LFPSG 3
CSM and LFPSG .5
LFPSG .5
LFPSG 2
CSM
LFPSG 1
LFPSG 1
LFPSG .5
CSM and LFPSG 1
LFPSG
LFPSG
LFPSG
1 2
.5
CSM and LFPSG 2
CSM
CSM and LFPSG 1
CSM

Page 3 ends

5.E.a
Packet Pg. 193 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) LFPSG will set up each environment, with the assistance of Laserfiche-certified CSM administrators, by installing, licensing, and performing basic configuration of Laserfiche and, if necessary, third-party software. It is highly recommend that CSM be closely involved in this process, as it is an excellent knowledge-transfer opportunity.

Note: Setup of Kerberos for supporting web-based Active Directory authentication between Laserfiche web servers and the Laserfiche Server installed on different computers will be handled by the CSM IT team.

Assumptions
In drawing up this implementation plan, the following assumptions have been made about the requirements. The following statements are assumed to be true regarding any documents, content or data provided by CSM without any processing or alteration by LFPSG. Additionally, the user behavior is assumed to be true as stated.

Code Description
Rio Upgrade
RU-Al The City of Santa Monica will provide remote access to Laserfiche Se1vers.

RU-A2 The City of Santa Monica will provide FMA expertise.

RU-A3 Project working hours are limited to M-F, 6am to 6pm Pacific.

RU-A4 CSM will setup the hardware required of this Rio upgrade project.

RU-AS If the Active Directory group containing all of the Laserfiche users does not exist at the time of the upgrade, CSM will be responsible for adding Active Directory users into the Rio License Manager.

RU-A6 There are two Laserfiche repositories in production at CSM.

RU-A7 Quick Fields will not be upgraded as part of this project.

RU-AS CSM will be responsible for upgrading workstations to the latest version.

RU-A9 This project will not involve any work related to Laserfiche Workflow, Laserfiche Web Access.

RU-AlO A single environment will be created as part of this project. Initially, it will serve as the test environment. In Stage 6 ("go live"), this test environment will be promoted to production.

RU-All Beyond licensing considerations, this project will not involve any work related to Laserfiche Public Portaf/Weblink.

Stage 3: User/Group Set Up
Owned By: CSM
Adding Windows Users to the Rio License Manager will be managed by an existing Active Directory group. For access to individual Laserfiche repositories, the existing Laserfiche group that is linked to Windows users will be used for authenticating Windows users. CSM will manage all Active Directory group membership.

City of Santa Monica Rio Upgrade SOW- February 03, 2014 Page 4 of 7

5.E.a
Packet Pg. 194 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) LFPSG highly recommends that CSM prepare for this step ahead of time, by creating a list of users that should be added to the system, as well as what roles each user will play in the system, CSM should ensure the number of users they wish to add to the system does not exceed the total number of licenses they have purchased.

Note: As the onboarding process controls which users can access specific data, some of which may be sensitive; for liability purposes, CSM should perform this step.

Stage 4: LFPSG Functionality Testing
Owned By: LFPSG
LFPSG will test all aspects of the system, to ensure functionality. LFPSG will be responsible for creating a test plan for this work. If issues are encountered, LFPSG will correct them as necessary.

Stage 5: CSM Functionality Testing
Owned By: CSM
For the first half of this stage, and under the direction of LFPSG, CSM users will test all aspects of the system, to ensure functionality. LFPSG will be responsible for creating a test plan for this work. If issues are encountered, LFPSG will correct them as necessary. If possible, it is recommended that LFPSG personnel be onsite at CSM's offices for this work.

For the second half of this stage, CSM will test the system independently of LFPSG, using a test plan created by CSM. CSM should notify LFPSG of any issues that are encountered, which LFPSG will correct as necessary.

Important: By granting approval to move past this stage, CSM is formally accepting the system and approving it for production use.

Stage 6: Project Acceptance and "Go Live"
Owned By: LFPSG
During this stage, the system will be promoted from test to production. This will involve refreshing the current production database in the test environment before it is promoted to production. On the server side, the following tasks will take place:

Performed in Production Environment
Install/Configure Laserfiche on new Server
Ensure Laserfiche software and licenses are accessible from the designated Laserfiche Server
Do production migration from Laserfiche 8.3.x to Laserfiche 9,x.

Restore root of Laserfiche database to the designated Laserfiche Server Attach database in Laserfiche Ad min Console
Make Laserfiche Volume path changes in Laserfiche Ad min Console to reflect new storage location
City of Santa Monica Rio Upgrade SOW- February 03, 2014 LFPSG
LFPSG
CSM
LFPSG
LFPSG
.5
1 .5
1

Page 5 of 7 ends

5.E.a
Packet Pg. 195 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Enable Laserfiche checksum functionality.

Enable Laserfiche volume encryption.

Configure Firewall Compatibility Component (FCC) so that legacy Laserfiche 7.x clients and Quick Fields 7.x workstations can continue to communicate with the Laserfiche 9.x server.

Do basic smoke test of functionality (Laserfiche Clients and Quick Fields workstations)
Configure Public Portal in the DMZ for Public Access
Configure We blink box to point to Laserfiche repository on new server Do basic smoke test of functionality, especially security Ensure DNS/IP settings are setup so that site is accessible from public Publish URL to main City website
LFPSG .5
LFPSG .5
LFPSG .5
CSM and LFPSG 1
LFPSG .5
CSM and LFPSG 1
CSM
CSM
LFPSG will promote the system from the test environment to the production environment. "Smoke testing" will be performed to ensure no new bugs were introduced during the environment's set up process and the system will be released to CSM for production use. CSM will then be responsible for notifying users as to how and when to begin using the system.

Important: From this point forward, LFPSG will close the project in 10 days. Any new requirements will be considered a new project.

Stage 7: Stabilization, Knowledge Transfer, Hanel Over, and Project Closeout Owned By: LFPSG
As CSM begins using the system in production, LFPSG will closely monitor the system, and will attempt to resolve any production issues that occur.

Once the system is considered to be stable as deployed in production, LFPSG will finalize written documentation on the administrative aspects of the system. LFPSG will cover this document with relevant technical CSM personnel, in order to understand how the system was built and how it should be maintained on a day-to-day basis.

At this point, the project is complete and day-to-day tasks of maintaining the system will be handled by CSM. If CSM has purchased the necessary support packages, LFPSG will be available for hands-on support to help troubleshoot any issues.

Important: Only CSM personnel who have completed the necessary Laserfiche certifications courses should be responsible for administering Laserfiche.

City of Santa Monica Rio Upgrade SOW- February 03, 2014 Page 6 of 7

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Packet Pg. 196 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Project Effort
LFPSG proposes the following estimated hours for this project. This is a time and materials project. .

Services
Stage Stage Title Estimated
Number Hours
Stage 1 Requirements Gathering 10
Stage 2 Infrastructure Setup 30.5
Stage 3 User/Group Set Up 4
Stage4 LFPSG Functionality Testing 12
Stage S CSM Functionality Testing 4
Stage 6 Project Acceptance and "Go Live" 6
Stage 7 Stabilization, Knowledge Transfer, Hand Over, and 16 Project Closeout
Project Management 18
Total 100.5
Travel
All relevant travel costs incurred by LFPSG (e.g., flights, hotels, food, etc.) will be billed to CSM.

City of Santa Monica Rio Upgrade SOW- February 03, 2014 Page 7 of 7

5.E.a
Packet Pg. 197 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) EXHIBIT 2
Laserfiche Enterprise Software License and
Professional Services Agreement

5.E.a
Packet Pg. 198 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Laserfiche Enterprise Software License and
Professional Services Agreement
This Enterprise Software License and Professional Services Agreement ("Agreement") is entered into in Long Beach, California effective on the date shown below, by Compulink Management Center, Inc., a California corporation doing business as Laserfiche ("Laserfiche"), and the City of Santa Monica (refened to as "Licensee").

RECITALS
A. Laserfiche designs, develops and markets enterprise content management (ECM), business process management (BPM), and related software programs, products and professional services under the Laserfiche® trademark. Licensee desires to acquire the Laserfiche Software described in Schedule A to this Agreement (the "Laserfiche Software") and the professional services described in Schedule D and Section 3 (the "Services").

B. Licensee has therefore requested, and Laserfiche has agreed to grant, an enterprise software license authorizing Licensee to use the Laserfiche Software on all computer hardware and peripherals owned, leased or managed by Licensee, subject to the terms and conditions of this Agreement.

C. The Laserfiche Software constitutes valuable proprietary products, information and trade secrets of Laserfiche, embodying substantial creative efforts and confidential information, ideas, and expressions. Laserfiche has invested large amounts of capital and time to develop and promote the Laserfiche Software. Laserfiche claims copyrights and proprietary trade secrets in the Laserfiche Software.

THEREFORE, in consideration of the premises and covenants contained this Agreement, Laserfiche and Licensee agree as follows:

AGREEMENT

1. Definitions.

A. "Laserfiche Software" refers to any software program, application, integration, customization, derivative work, or related software product developed, created, written, owned, licensed, distributed, sold or marketed by Laserfiche or licensed or marketed under the Laserfiche® trademark.

B. "Laserfiche LSAP" means an arurnal software maintenance agreement provided by Laserfiche without additional charge during the first year of the Agreement and known as a "Laserfiche Software Assurance Plan," or by its acronym "LSAP." The tenns and conditions of the LSAP are set f01th on Schedule F and incorporated by this reference.

Laserfiche Ente,prise Software License and
Professional Services Agreement
Initials: )!k

5.E.a
Packet Pg. 199 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) C. "Acceptance" means that the Laserfiche Software has petfonned substantially in confonnance with Laserfiche's Watrnnty for 30 days following installation of the Laserfiche Software. Licensee's failure to notify Laserfiche in writing of any discrepancies within 30 days of installation of the Laserfiche Software will constitute Licensee's Acceptance. Upon Licensee's Acceptance of the Laserfiche Software, and except as otherwise specifically set forth in this Agreement, the Laserfiche Software license fee consideration paid to Laserfiche, including the first year's LSAP maintenance agreement and the balance of any moneys due for the license of the Laserfiche Software, shall all become final and non-refundable.

D. "Delivery of Sofhval'e" means the date that Laserfiche delivers to Licensee the Laserfiche Software described in Schedule A, which Laserfiche is agreeing to deliver and install at the locations shown on Schedule B to this Agreement.

E. "Derivative Wol'k" means all software developed, created or written by or at the request ofLaserfiche or any subsidiary or affiliate of it, which is based on or incotporates the Licensed Software. Derivative Work shall include, without limitation express or implied, all translations, abridgments, condensation, improvements, updates, modifications, supplements, enhancements, or any other fotm or format in which the Licensed Software or the Documentation (as defined below) may be recast, transfonned, adapted or revised. Derivative Work shall also refer to any other software which the patties mutually designate in writing as a Derivative Work.

F. "Documentation" means the cmTent versions of all manuals, toolkits, guides and other written instructions, including infotmation in computer readable format, published by Laserfiche and CU11'ently being used in connection with the Laserfiche Software, including all written addenda, supplements, additions, and modifications to the Documentation.

G. "Wal'ranty" means the Laserfiche's Limited Watrnnty as set fotth in Section 9 of this Agreement.

2. Payment of License Fee fol' Lasel'fiche Sofhval'e License.

Licensee will pay Laserfiche a license fee for the Laserfiche Software listed on Schedule A. All Laserfiche Software products shall be subject to the tenns, covenants, conditions, restrictions, disclaimers and limitations in this Agreement. The amount and terms of payment are shown on Schedule C. The payment of the softwme license fee by Licensee to Laserfiche shall become final and non-refundable upon Acceptance of the Laserfiche Software. Time is of the essence in regard to all payments due under this Agreement. 3, Pl'ofessional Services.

Laserfiche will provide the particular consulting and software customization, development, integration and installation services (the "Services") which are specified in the Statement of Work attached as Schedule D, which may be amended from time to time by Laserjiche Enterprise Software License and
Professional Services Agreement
2 Initials: Ji:

5.E.a
Packet Pg. 200 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Supplemental Statements of Work. The Services shall be furnished subject to the following terms and conditions:

A. Payment for Services
(I) Fees, Price Protection. Licensee agrees to pay Laserfiche for the Services in accordance with the Fee Schedule set f01ih in the Statement of Work. The fees specified in the Statement of Work are the total fees and charges for the Services specifically described in this Agreement and the attached Schedules. If Licensee requires Services not specified on the Statement of Work or the attached Schedules, or if the scope of work changes, Laserfiche will provide such Services at Laserfiche's customary rates then in effect. Upon Licensee's Acceptance of all or any portion of the Services or Acceptance of the Laserfiche Software, and except as otherwise specifically set forth in this Agreement, the fees paid or owed to Laserfiche for the Services which Laserfiche has furnished before such Acceptance shall be final and nonrefi.mdable. (2) Out-of-Pocket Expenses. Laserfiche shall be reimbursed for all reasonable out-of-pocket expenses as specified in the Statement of Work that are incurred in performance of the Services. Laserfiche shall obtain Licensee's written approval before incurring an expense which is not authorized by the Statement of Work, purchase order, or other writing signed by Licensee, and which exceeds $2,500, unless Laserfiche incurs the expense due to emergency or other unforeseen circumstances which delay Laserfiche's ability to obtain such approval, in which case Laserfiche will seek approval of the expense after the fact. Licensee shall approve all reasonable and necessary expenses incmTed by Laserfiche in performance of the Services within 10 days following Laserfiche's request for approval. Approval of expenses may be by email, fax or other communication confnmed in writing.

B. Obligations of Laserfiche
(1) Work on Licensee's Premises. Laserfiche's employees and agents will, whenever on Licensee's premises, obey all reasonable instrnctions and directions issued by Licensee.
(2) Project Manager. The pmiies agree that the Project Manager listed on the Statement of Work is Laserfiche's senior representative and contact person with regard to the Services furnished to Licensee pursuant to this Agreement; and should this person no longer be active on Licensee's account or cease to be employed by Laserfiche for any reason, Laserfiche shall immediately designate a successor Project Manager reasonably acceptable to Licensee.
(3) Consultations, Reports. Laserfiche shall make available Laserfiche's representative, who shall be mutually agreed upon by Laserfiche and Licensee, for monthly meetings to review the progress of all work under this Agreement. If requested by Licensee, Laserfiche also shall prepare and submit to Licensee each month a written Laserjiche Ente,prise Software License and
Professional Services Agreement
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Packet Pg. 201 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) rep01i setting f01ih the status of such work in a format to be mutually agreed upon by Laserfiche and Licensee as set f01ih in Schedule D or in a Supplemental Statement of Work (see Section 3.D below).

C. Obligations of Licensee
(I) Licensee agrees to make available to Laserfiche, upon reasonable notice, computer programs, data and documentation required by Laserfiche to complete the Services.
(2) Project Manager. • Licensee shall designate its own Project Manager to be Licensee's senior representative and contact person with regard to the Services to be furnished to Licensee pursuant to this Agreement; and should this person no longer be active on the Laserfiche project or cease to be employed by Licensee for any reason, Licensee shall immediately designate a successor Project Manager reasonably acceptable to Laserfiche.

D. Supplemental Statements of Work
(I) In General. When requested by Licensee or required by a change in circumstances or the scope of services, the pmiies shall in good faith negotiate Supplemental Statements of Work ("Supplements"), each of which upon signing shall be deemed a pmi of this Agreement. The following provisions shall govern Supplements generally:
a. Term. In the absence of an express provision for the duration or early tennination of a Supplement, each Supplement shall be te1minable in accordance with the provisions of this Agreement.
b. Payment. Supplements may call for lump sum or periodic payment, or payment against perfomiance milestones, and for compensation based on time and materials or on a fixed price.
c. Specifications. Supplements shall include written specifications for any computer programs and documentation to be furnished to Licensee. d. Costs of Negotiating. Unless otherwise agreed, each pmiy shall bear its respective costs relating to the negotiation of each Supplement. e. Other. Each Supplement may contain such additional terms and conditions as may be mutually agreed to by the parties, including by way of example and not limitation, automatic renewal terms, required supplementary documentation, fmiher specifications or the like.

Laser.fiche Ente1prise Software License and
Professional Services Agreement
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Packet Pg. 202 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) (2) Installation and Testing. All computer software programs developed or provided pursuant to any Supplement shall be subject to Acceptance pursuant to the Acceptance procedures and practices described in Section 1.B of this Agreement. If any software developed by Laserfiche pursuant to any Supplement is not accepted, or if Licensee decides to terminate Services on the Supplement before Acceptance of the completed work, Licensee may terminate the Supplement without obligation to compensate Laserfiche for Services not yet provided as of the effective date of termination unless the Supplement provides for different payment terms on te1mination.

However, Licensee shall nevertheless compensate Laserfiche for its Services provided prior to the effective date of termination. Upon Acceptance of the Laserfiche Software or Acceptance of the Services, all fees for the Services furnished before such Acceptance shall be final and non-refundable.

E. Recruitment
During the tenn of this Agreement and for six months thereafter, and except as limited by applicable law, Laserfiche and Licensee agree not to recruit the employees or full-time consultants ( or who were formerly employed or full-time consultants in the previous six months) of the other party unless written pe1mission is obtained from the other patty. If a party breaches this Section, the breaching party shall, within ten days of such breach, pay the non-breaching pmty liquidated damages in an amount equal to I 00% of the total salary or compensation paid by the non-breaching party to such cmTent or former employee or full-time consultant in the last twelve months of his or her employment or consulting work. The parties further agree that money damages may not be an adequate remedy for a breach by a patty of this Section and, therefore, in addition to any other legal or equitable remedies available to it, the non-breaching patty shall be entitled to obtain an injunction against such hiring and employment.

F. Limited Wananty on Services
Laserfiche watwnts the following with respect to Services performed:
(I) Compliance with Specifications. Laserfiche's Services will substantially conform to the descriptions of the Services (including perfomiance capabilities, completeness, specifications, configurations, and function) set forth in the Statement of Work or any Supplemental Statements of Work.
(2) Laserfiche Professionals. All Services provided by Laserfiche shall be performed in a professional manner by qualified persoll11el. Laserfiche personnel will observe mid comply with Licensee's security procedures, rules, regulations, policies, working hours and holiday schedules. In perfo1ming services at Licensee locations, Laserfiche personnel will use their best effo1ts to minimize any disruption to Licensee's normal business operations
Laserfiche Enterprise Software License and
Professional Services Agreement
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Packet Pg. 203 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) (3) Compliance with Specifications after Acceptance. For a period of 30 days after Acceptance of any Services, any custom software programs developed under this Agreement will operate substantially in confonnance with the specifications for such software.
(4) Non-Infringement of Third Pmiy Rights. The Services will not violate or infringe upon the intellectual prope,ty rights of third parties, including their trade secrets, proprietary information, or trademark, copyright or patent rights. (5) Limitations. Laserfiche's liability for breach of any of the above warranties or for any damages resulting from a breach of warranty shall be strictly limited as set fmth in Section IO below ("LIMITATION OF LIABILITY AND DAMAGES"). 4, Installation, Training and LSAP.

A. Laserfiche shall be responsible for installing the Laserfiche Software as shown on Schedule B to this Agreement.

B. Laserfiche shall provide training to Licensee personnel as described on Schedule E to this Agreement.

C. Laserfiche shall permit all Licensee personnel to attend scheduled training sessions at Laserfiche's offices in Long Beach, California at Laserfiche's customary charges.

All Licensee personnel who attend training sessions shall be responsible for any travel, food, lodging or other out-of-pocket business expenses incmTed in attending the training session.

D. Laserfiche shall provide ongoing LSAP suppmt to Licensee at the suppmt level, as more fully described on the Laserfiche Software Assurance Plan, attached as Schedule F to this Agreement. Licensee may select Premium LSAP for an additional charge. Unless othe1wise stated, LSAP suppmt services shall connnence for a one yem· tenn beginning with the Delivery of the Laserfiche Software for installation at Licensee's locations. Laserfiche shall also provide the VIP Suppmt, if any, described on Schedule F. The pmties recognize that the rollout of the Laserfiche Software for Licensee may present unique issues. Therefore, upon Licensee's request, Laserfiche will use its reasonable best effmts to expedite its responses to Licensee's requests for assistance to facilitate Licensee's Acceptance of the Laserfiche Software.

E. Any additional Laserfiche Software, LSAP, or VIP Support products ordered for delivery more than one year following the initial Date of Delivery shall be charged by Laserfiche at its published retail price schedule, unless the parties agree to a different ente1prise price mrnngement. If Laserfiche and Licensee agree to a renewal of the LSAP, Laserfiche shall continue to supply the Laserfiche Software required by Licensee under the License Agreement for the number of users specified on Schedule A at no additional charge other than the LSAP charge. Notwithstanding the foregoing, Laserfiche shall be entitled to charge Licensee for new software components which provide additional software capabilities or which allow Licensee to increase the number of its users. Such charges for software shall be based on Laserfiche's Laserfiche Ente,pr;se So/hl'Ore License and
Professional Services Agreement
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Packet Pg. 204 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) published prices for Laserfiche Software at the time additional software is acquired by Licensee, unless the parties agree to a different enterprise price. Additional charges for LSAP supp01i of an increased number of users or to cover new software components shall be based on Laserfiche's published prices for LSAP products, unless the paiiies agree to a different enterprise price.

S. Grant of License.

A. Description. Laserfiche grants Licensee a limited, non-exclusive, nontransferable license to use the Laserfiche Softwai·e described on Schedule A, subject to the te,ms and conditions of this Agreement and the License File which accompanies the Laserfiche Software. The Laserfiche Software may include, without limitation express or implied, some or all of the following types of software: (a) "Server Software" that provides document management services to other programs, and "Client Software" that allows a computer or workstation to access or utilize the services provided by the Server Software; (b) "Stand-alone Software" that operates on a single computer; and ( c) "Plug-in Software Modules" that can be added to the previously mentioned Software packages. If a separate, express license applies to paiiicular Laserfiche Software, such as tenns that accompany a software development kit, "demonstration" software provided only for demonstration, testing and feedback purposes or software designated for "application service provider" pmposes, those terms apply. Otherwise, this Agreement applies to the Laserfiche Software that is described in Schedule A and one or more License Files, which constitute plain text and machine readable code generated by Laserfiche, reside on the server or computer folders containing the Laserfiche Software, and are installed as part of the processing of downloading the Laserfiche Software. Laserfiche grants Licensee a limited, non-exclusive, non-transferable license to use the Laserfiche Softwai·e subject to the terms and conditions of this Agreement and the License Files which accompany the Laserfiche Software.

A. Description. Laserfiche Software may include, without limitation express or implied, some or all of the following types of software: (a) "Server Software" that provides document management services to other programs and "Client Software" that allows a computer or workstation to access or utilize the services provided by the Server Software; (b) "Stand-alone Software" that operates on a single computer; (c) "Plug-in Software Modules" that can be added to the previously mentioned Software packages and/or ( d) "Demonstration Software" that is provided only for demonstration, testing and feedback purposes. If a separate, express license applies to pmiicular Laserfiche software, such as tenns that accompany a software development kit or Laserfiche software designated for "application service provider" pmposes, those te1ms apply.

Othe1wise, this License Agreement applies to Laserfiche software described in one or more License Files (the "Software"), which constitute plain text and machine readable code generated by Laserfiche, reside on the server or computer folders containing the Software, and are installed as pmi of the processing of downloading the Software.

Laserfiche grants Licensee a limited, non-exclusive, non-transferable license to use the Software subject to the te1ms and conditions of this License Agreement and the License Files which accompany the Software.

Lose1ftche E11te1prise Soflware License and
Professional Services Agreement
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Packet Pg. 205 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) B. Limitations and Requirements.
i. The License Files constitute part of this Agreement. The License Files define the scope and limitations of the Software. Licensee may use the Software only for the number and types of users, until the expiration date( s ), if any, described in the License Files, and subject to the other limitations specified in the License Files. If Licensee receives a License Manager program that enables installation of the Software for access by multiple users, Licensee may use the License Manager program only to install the Software for access by the numbers and types of users, and subject to the other limitations described in the applicable License File. ii. Licensee may install one copy of the Server Software on a single physical or a single vitiual operating system environment ( the instance of the rnll11ing Server Software shall be refened to as the "Server"), unless the applicable License File indicates that Licensee is acquiring a license to the Laserfiche Rio product. If Laserfiche Rio is being licensed, Licensee may install up to the maximum number copies of the Server Software listed in the applicable License File (labeled as "instances") to multiple physical or vhiual operating system environments so long as those installations have continuous network access to a rull11ing instance of the included License Manager program. Licensee may install only one copy of any License Manager program on a single physical or a single vhiual operating system envit'onrnent.
iii. The Server Software may only be operated with the database system(s) (Microsoft SQL Server or Oracle) listed in the applicable Liceuse File. If no database system is listed in a License File, then such Server Software may only be operated with Microsoft SQL Server Express.
iv. If a License File includes an item labeled as "databases" (also known as repositories), the Server Software may only host the number of databases listed in the License File, unless Licensee is acquh-ing a license to the Laserfiche Rio product. IfLaserfiche Rio is being licensed, each running copy of the Server Software may host up to the number of databases listed in the License File. v. If a License File indicates that the Software includes "named user connections," the named user connections may be allocated to specific individuals or devices at the choice of Licensee. When a named user connection is allocated to a specific individual person's Laserfiche or external directo1y account, that individual may not share the use of that named user connection by sharing the use of the account with others. When a named user connection is allocated to a device, the connection may only be used from that device and various individuals may share the use of that device so long as only one individual is accessing the Server Software from that device at a time. There are two types of named user coll11ections - named user coll11ections capable of modifying a database governed by the Server (referred to as "Named Full User" connections and listed in the License File as "named read-write objects") and named user coll11ections capable of only read-only access (referred to as "Named Retrieval" coll11ections and listed in the License File as "named read-only objects"). Only the maximum number of each type of named user connection listed in the applicable License File may be Laserfiche Ente1prise Software License and
Professional Services Agreement
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Packet Pg. 206 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) allocated to individuals or devices. Named user connections may not be routinely reallocated for the pmpose of lessening the number of named user connections required.
v1. If a License File indicates that the Software includes "concurrent user connections," the concurrent user connections may be shared among individuals.

There are two types of concurrent user connections - concurrent user connections capable of modifying a database governed by the Server (referred to as "Full User" connections and listed in the License File as "read-write users") and concurrent user connections capable of only read-only access (referred to as "Retrieval" connections and listed in the License File as "read-only users"). Once the maximum number of read-write or read-only concurrent user connections specified in the applicable License File is reached, no additional user connections of that type may be made, until some user connections of that type are closed.

Individuals who require write access in the course of their work must use a Full User connection at all times; thus, individuals assigned to use a Full User connection may not use a Retrieval connection to perform read-only tasks which do not require a Full User connection. Hardware or software may not be used to reduce the number of concunent user connections required for individuals to access or otherwise utilize Server services (sometimes called "multiplexing"). v11. If a License File indicates that the Software lists a maximum number of "Public Portal connections" (listed as "read-only public po1tals"), which are intended to allow read-only access to the Server Software only nsing a Laserfiche application known as WebLink, then once the maximum number of Public Portal cmmections specified in the License File is reached, no additional Public Portal connections may be made nntil some Public Pmtal connections are closed. If the License File lists a maximum number of CPU sockets that may be utilized to suppmt Public Pmtal access (listed as "read-only CPU limit"), then Public Portal cmmections may be made only if the physical or vhtual machh1e on which the Server Software is rnmtlng has the listed m1mber of CPUs or fewer. If neither a maximum number of Public Portal cmmections nor a maximum m1mber of CPUs for Public Pmtal access is listed in the applicable License File, then no Public Portal connections may be made. If the Software is licensed with the Web Distribution Portal (listed as "SecurityProfiles=l" in the License File), all cmmections tln·ough WebLhlk will have the same security profile.
viii. Licensee may not install a version of the Server Software later than the version listed in the applicable License File.
ix. If a License File lists an expiration date, the Software referenced in the License File may not be rnn after that date.
x. If a License File specifies one or more languages, then the Laserfiche user interface may only be rnn in those languages.
xi. If Software requires a product key or keys to install or access it, Licensee is responsible for the use of the keys assigned to Licensee. Licensee is not authorized to share the keys with third paities.
xii. Activation associates the use of particular Software with a specific device. This procedure is to prevent unlicensed use. During activation, the Software will send Laserfiche Ente,prise Software License and
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Packet Pg. 207 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) information about the Software and the device to Laserfiche. This infonnation may include the product key of the Sothvare, the internet protocol address of the device and infmmation derived from the hardware configuration of the device. By downloading and using the Software, you consent to the transmission of this infonnation.
xiii. Add-ons and additional features that the Software can suppmt may be used only when listed in a License File.
xiv. If Licensee desires to upgrade or enhance the capabilities of the Software or the numbers of users, connections or other features, Licensee must acquire the required additional rights from Laserfiche or an authorized reseller, in which case Licensee will also receive a new or updated License File. xv. The Software may only be used as intended, according to the capabilities made available through its various user inte,faces and according to the Documentation. xvi. As between Laserfiche and Licensee, Licensee shall be solely responsible for customizing the Software and the databases to restrict access only to particular individuals who are permitted users hereunder. Licensee may delegate responsibilities relating to customization to a third-pmty such as a reseller; however, it remains ultimately liable for complying with this License Agreement and the applicable License Files. Licensee waives all liability, claims, damages and suits against Laserfiche, and all of its employees, officers, directors and contractors in any way related to the unauthorized disclosure of, or access to, information or documentation in the databases, whether or not due to a defect in the Software. Licensee acknowledges that this License Agreement contains other limited warranties and limitations and waivers of damages and claims, and that Licensee's waiver ofliability in this section shall be in addition to, and not in lieu of, Licensee's other waivers set forth elsewhere in this License Agreement. xvii.If Software is furnished to Licensee with materials indicating that it is "Demonstration, " "Beta" or "Test" software, Licensee acknowledges that: (A) Laserfiche is furnishing the Software to Licensee solely for demonstration, testing and feedback purposes; (B) Licensee is strictly prohibited from using the Software for any purposes other than (i) demonstration of its capabilities to prospective licensees of the Software, (ii) evaluation and testing of the Software for suitability for the period allowed in the applicable License File, or (iii) providing feedback to Laserfiche; (C) testing does not include staging on a server in a production environment, such as loading content prior to or for production use; (D) Laserfiche makes no wmrnnties or any other claims with regard to the Software's usability, reliability, perfonnance, or overall quality; (E) Licensee will hold Laserfiche harmless for any damages or losses resulting from the use of the Software by Licensee; and (F) Licensee's receipt of the Software does not constitute a license to use, sell, distribute, or commercialize the Software or copies of it. No compensation will be paid to Licensee for any use of the Software or for perfonning any service or giving any advice or analysis to, or for the benefit of, Laserfiche. Licensee assigns and agrees to assign to Laserfiche without charge any suggestions, ideas, improvements and resulting intellectual prope1ty relating to any feedback it provides, for any purpose. Laserfiche's rights to the Lase1fiche Ente1prise Software License and
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Packet Pg. 208 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) feedback survive the termination of this License Agreement.

C. Compatibility. Except as expressly warranted in the Documentation, Laserfiche does not wmrnnt the Laserfiche Software for any computer and operating system. Licensee shall be responsible for consulting with Laserfiche for information about compatibility. Licensee acknowledges and agrees that Laserfiche shall not have any responsibility or liability for any defect, problem or softwme enor which in any way results from or is attributable to any nonLaserfiche software, program, code, utility or application provided by Licensee, Laserfiche or any other third pmty provider.
6, Protection of Confidential Information.

A. Each party may have access to infmmation that is confidential to the other pmty ("Confidential Information"). Laserfiche's Confidential Information shall include, but not be limited to, the Laserfiche Software, including the object code, source code, and Documentation, the terms of this Agreement and all referenced schedules, fmmulas, methods, know how, processes, designs new products, developmental work, derivative works, the terms and pricing under this Agreement, and any other information which is clearly identified in writing at the time of disclosure as confidential. During the te1m of this Agreement and for seven years following its tennination, and for such additional te1m as the Laserfiche Software remains Laserfiche's trade secret or Confidential Infmmation, Licensee shall not directly or indirectly, alone or in conjunction with any other person or company, (a) attempt to write or develop software in order to discover the Laserfiche Software source code or other trade secrets contained in the Laserfiche Software; or (b) utilize the Laserfiche Software, Documentation, or the Confidential Information, either directly or indirectly, to sell, market or distribute any software product which competes with the Laserfiche Software; or (c) utilize the Laserfiche Software, Documentation, or Confidential Information, directly or indirectly, to assist, advise or consult with any other person or company in selling, marketing or distributing any software product which competes with the Laserfiche Software; or ( d) publish the Laserfiche Software for others to copy; or ( e) utilize the Laserfiche Software, Documentation, or Confidential Information, directly or indirectly, to convert, or to assist, advise or consult with any other person or company to conve1t, any end user of the Laserfiche Softwm·e to a software product which competes with the Laserfiche Software; or (f) remove any product identification, copyright legend or other notices from the Laserfiche Software or Documentation, or directly or indirectly attempt to challenge the validity of the copyrights, trademarks, and trade secrets in the Laserfiche Software claimed by Laserfiche or third parties identified in the Laserfiche Software or Documentation. The software source code and the trade secrets therein are not licensed to Licensee, and all modifications, additions, or deletions me strictly prohibited. Licensee must obtain Laserfiche's prior written approval to disclose to a third party the results of any benchmark test of the Laserfiche Software B. Licensee's Confidential Information shall include, but not be limited to, its trade secrets, methods, processes, procedures, fmmulas, know-how, designs, new products, developmental work, marketing requirements, marketing plans, customer nmnes and data, prospective customer names and data, the terms of this Agreement and all referenced schedules, and any other infmmation clearly identified in writing at the time of disclosure as confidential. laserjiche Ente1prise Software License and
Prafessfonal Services Agreement
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Packet Pg. 209 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) C. Confidential Information also includes all information received from third pmties that either party is obligated to treat as confidential and all verbally-disclosed information that is identified by either party as confidential, provided that any unwritten confidential information is subsequently (within 30 days of disclosure) confirmed to be confidential by a written memorandum describing the information furnished, claiming the infmmation to be confidential, and describing the circumstances under which it was furnished.

D. Confidential Inf01mation shall not include infonnation that: (i) was in the other pmty's lawful possession before its disclosure and was not obtained, directly or indirectly, as a result of a breach of confidentiality or violation of law by any non-party to this Agreement; or (ii) is or becomes a part of the public domain through no wrongful or illegal act or omission of the other party or of any non-party who breached a duty of confidentiality by placing the Confidential Information in the public domain; or (iii) is lawfully disclosed to the other pmty by a non-pmty without restriction on disclosure; or (iv) is independently and lawfully developed by the other pmty without use of or reference to the other party's Confidential Information or breach of this Agreement. In addition, this section shall not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that, if pennitted by law, the responding pmty shall first have used reasonable effo1ts to provide notice to the other pmty of such a request or order, in order to pe1mit such other party to oppose such disclosure or to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued.

E. The pmties shall not, unless required by law, make each other's Confidential Information available in any form to any third pmty ( except each pmty's respective legal, tax, and accounting advisors. and except persons who have a need to know such Confidential Infonnation for perfonnance by Laserfiche or Licensee under this Agreement) or to use each other's Confidential Information for any purpose other than in the performance of this Agreement.

Except as set fo1th above, Licensee shall not disclose the results of any Acceptm1ce tests results or findings without Laserfiche's prior written approval. Each pmty agrees to take all reasonable steps to ensure that Confidential Inf01mation is not disclosed or distributed by its employees or agents in breach of this Agreement. The parties agree to hold each other's Confidential Information in confidence during and for seven years after the termination of this Agreement or until such Confidential Infmmation is no longer confidential. Each pmty acknowledges and agrees that, because of the unique nature of Confidential Info1mation, there can be no adequate remedy at law for breach of this confidentiality provision, and that such breach would cause irreparable harm to the non-breaching party; therefore, the non-breaching pmty shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it 1night have at law or under this Agreement.

F. The exchanged Confidential Info1mation shall remain the prope1ty of the party disclosing such Confidential Information, and upon request, except where provided expressly to the contrary herein, the receiving pmty will return all Confidential Information received in Laserfiche Ente1prise Software License and
Professional Services Agreement
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Packet Pg. 210 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) tangible form to the disclosing pmty, or at the disclosing party's option, destroy all such Confidential Infonnation and ce11ify such destruction to the disclosing pmty.

7. Ownership of Data and Works; Copyright.

A Ownership. The Laserfiche Software is licensed and not sold. Laserfiche shall retain ownership of, and title to, the Laserfiche Software and Documentation (including all adaptations, derivative works or copies). Licensee agrees that Laserfiche is the owner of all rights, title and interest in all computer programs that comprise the Laserfiche Software, including any source code, object code, derivative works, enhancements and modifications, all files, including input and output materials, all Documentation related to such computer programs and files, all media upon which any such computer programs, files and documentation me located (including tapes, disks and other storage media) and all related material that are used by, developed for, or paid for by Licensee in collllection with the pe1formance of any Services provided by Laserfiche.

Licensee is acquiring the license under the terms described in this Agreement and the License File(s) described in Section 5.A above, and Licensee acquires no other rights.

B. Proprietmy Rights. The Laserfiche Software and the Documentation are protected by United States and other international copyright laws, conventions and treaties. Licensee agrees that all copyrights and other proprietary rights in computer programs, files, Documentation, and related materials that m·e paid for by Licensee or developed by Laserfiche in collllection with this Agreement are owned by Laserfiche, and Licensee hereby assigns to Laserfiche all right, title and interest in such copyrights and other proprietmy rights.

8. Other Restrictions.

Licensee may not sublicense, assign, loan, duplicate, rent, lease, convey or othe1wise use, transfer, copy, translate, convert to m10ther progranuuing language, alter, modify, decompile, disassemble or reverse engineer the Laserfiche Software, in whole or in part, except as expressly permitted or authorized by this Agreement. Licensee shall not use or acquire any Laserfiche Softwme product from anyone other than Laserfiche or an authorized Laserfiche reseller and shall not use any illegal or unauthorized means to download, access or copy any Laserfiche Software product for any purpose whatsoever. Unless a separate license expressly authorizes a particular application or use of Laserfiche softwme, such as for "application service provider" purposes, all users of the Laserfiche Software must be employees of Licensee or independent contractors bound by contractual obligation to use the Laserfiche Software solely in the course of Licensee's business: all other uses of the Laserfiche Software are strictly prohibited, including, without limitation, (a) use in the business of an application service provider, conunercial software hosting business or a scanning bureau, and (b) transfening, copying or other dissemination of the Laserfiche Software outside of the legal person that constitutes Licensee.

Licensee shall strictly comply with the all United States laws regarding or governing the expm1 of teclmology.

Laser.fiche Enterprise Soflware License and
Professional Services Agreement
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Packet Pg. 211 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts)

9. LIMITED WARRANTY AND DISCLAIMER.

A. Laserfiche wanants that the Laserfiche Software, as and when delivered to Licensee, will substantially confmm to the specifications set out in the Documentation. In addition, defective media, if any, will be replaced when it is returned postage or shipping prepaid to Laserfiche. The warranties on the Laserfiche Software shall continue in full force and effect for a period of thirty days after Licensee's Acceptance of the Laserfiche Software.

B. Except as stated above, LASERFICHE LICENSES THE LASERFICHE SOFTWARE ON AN "AS IS" BASIS AND WITH ALL FAULTS AND WITHOUT ANY OTHER WARRANTIES OF ANY KIND. LASERFICHE DOES NOT WARRANT THE ERROR-FREE OPERATION OF THE LASERFICHE SOFTWARE. EXCEPT AS

EXPRESSLY STATED ABOVE, LASERFICHE DISCLAIMS, TO THE FULLEST EXTENT PER1"1ITTED BYLAW, ALL WARRANTIES, EXPRESS OR IMPLIED,

INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE, WITH RESPECT TO THE LASERFICHE SOFTWARE. LASERFICHE DOES NOT

WARRANT THAT THE LASERFICHE SOFTWARE WILL SATISFY THE

REQUIREMENTS OF LICENSEE OR THAT IT IS WITHOUT DEFECT OR ERROR, OR THAT IT WILL OPERATE WITHOUT INTERRUPTION.

10. LIMITATION OF LIABILITY AND DAMAGES.

A. LASERFICHE'S LIABILITY FOR ANY DAMAGES OR INJURIES

SUFFERED BY LICENSEE, WHETHER BASED ON A BREACH OF CONTRACT,

BREACH OF WARRANTY, CLAIM OF NEGLIGENCE, MISREPRESENTATION OR

OTHER TORT, OR ON ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL

NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE AMOUNT THAT LICENSEE HAS ACTUALLY PAID TO LASERFICHE FOR THE DEFECTIVE OR NONCOMPLIANT LASERFICHE SOFTWARE COMPONENTS OR SERVICES WITHIN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT

LICENSEE FILES SUIT OR OTHERWISE NOTIFIES LASERFICHE OF AN

EXISTING OR POTENTIAL CLAIM AGAINST LASERFICHE, WHICHEVER OCCURS FIRST. NO ACTION MAY BE BROUGHT AGAINST LASERFICHE OR ITS

REPRESENTATIVES UNDER THIS AGREEMENT MORE THAN ONE YEAR AFTER

LICENSEE DISCOVERED OR SHOULD HA VE DISCOVERED THE FACTS WHICH GA VE RISE TO THE CAUSE OF ACTION.

B. UNDER NO CIRCUMSTANCES SHALL LASERFICHE OR LICENSEE

OR THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, RESELLERS,

DISTRIBUTORS, AFFILIATES, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, OR SUPPLIERS (COLLECTIVELY, "REPRESENTATIVES") BE

LIABLE TO THE OTHER PARTY OR ANY THIRD PARTIES FOR ANY SPECIAL,

INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING,

WITHOUT LIMITATION, LOST PROFITS, LOSSES FROM BUSINESS
Lase1:fiche Enterprise Software License and
Professfonal Services Agreement
14 Initials: Lit

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Packet Pg. 212 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts)

INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, COSTS OF

RECREATING LOST DATA, THE COST OF SUBSTITUTE EQUIPMENT OR

PROGRAMS SUSTAINED BY EITHER PARTY OR BY ANY THIRD PARTY, OR ANY

OTHER PECUNIARY LOSS), REGARDLESS OF WHETHER EITHER PARTY OR ITS REPRESENTATIVES HA VE BEEN WARNED OF SUCH DAMAGES OR CLAIMS.

C. NOTWITHSTANDING THE FOREGOING, SECTIONS IOA AND l0B

SHALL NOT APPLY TO THE LIABILITY OF EITHER PARTY TO INDEMNIFY THE

OTHER AGAINST THIRD-PARTY CLAIMS ARISING OUT OF ITS
INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 11. INSTEAD, THE FOLLOWING LIMITS SHALL APPLY TO THIRD-PARTY INDEMNITY CLAIMS:
(1) IN THE CASE OF INDEMNITY CLAIMS AGAINST LASERFICHE,

ITS MAXIMUM LIABILITY SHALL NOT, UNDER ANY CIRCUMSTANCES,

EXCEED THE AGGREGATE CONTRACT PRICE SET FORTH IN

SCHEDULES A AND D OF THIS AGREEMENT FOR SOFTWARE AND
SERVICES, LESS (a) ALL AMOUNTS REMAINING UNPAID BY LICENSEE TO LASERFICHE AND (b) LESS ALL AMOUNTS REFUNDED OR CREDITED BY LASERFICHE TO LICENSEE.
(2) IN THE CASE OF INDEMNITY CLAIMS AGAINST LICENSEE, ITS

MAXIMUM LIABILITY SHALL NOT, UNDER ANY CIRCUMSTANCES,

EXCEED THE CONTRACT PRICE AS SET FORTH IN SCHEDULES A AND D OF THIS AGREEMENT FOR SOFTWARE AND SERVICES.
(3) ADDITIONALLY, LICENSEE'S CONTRACTUAL OBLIGATION TO

PAY TO LASERFICHE THE BALANCE OF THE CONTRACT PRICE OR FOR

UNPAID INVOICES FOR LASERFICHE SOFTWARE, SERVICES,

MAINTENANCE OR SUPPORT SHALL NOT BE LIMITED BY ANY
LANGUAGE IN THIS OR ANY OTHER SECTION OF THIS AGREEMENT.

D. IN RESPECT TO ALL THIRD-PARTY INDEMNITY CLAIMS, THE

PARTY ENTITLED TO INDEMNITY SHALL ALSO BE ENTITLED TO RECOVER

ALL AMOUNTS WHICH MAY BE PAYABLE UNDER THE OTHER PARTY'S APPLICABLE INSURANCE; AND NEITHER PARTY'S INSURANCE COMP ANY

SHALL BE AN EXPRESS OR IMPLIED THIRD-PARTY BENEFICIARY OF ANY LIMITATION OF LIABILITY IN SECTION IO OF THIS AGREEMENT.

E. THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN

THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LASERFICHE AND LICENSEE. EACH PARTY

ACKNOWLEDGES AND AGREES THAT THE OTHER PARTY WOULD NOT BE

ABLE OR WILLING TO ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS.

Laserjiche Enterprise Soflware License and
Professfonal Services Agreement
15 I .. I 1, . mtia s: v'\'

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Packet Pg. 213 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts)

11. Indemnification.

A. Laserfiche shall indemnify and hold ham1less Licensee, and each of its employees, officers and directors, against all liabilities and expenses (including without limitation, reasonable attorney's fees and expenses), costs, judgments, settlements, contract losses, or other costs mising out of or relating to any final judgment or settlement which awards damages or injunctive relief to a third-party based on a finding that the Laserfiche Software infringed or misappropriated a patent, copyright, trademark or trade secret of a third pmiy.

Laserfiche's indemnity obligation shall be limited as stated in Section 10.C(l).

B. Licensee shall indemnify and hold harmless Laserfiche, and each of its employees, officers and directors, against all liabilities and expenses (including without limitation, reasonable attorney's fees and expenses), costs, judgments, settlements, contract losses, or other costs arising out of or relating to any claim related to Licensee's use of the Laserfiche Software in breach of this Agreement or the Laserfiche Software License Agreement or any other claim resulting from a misrepresentation or concealment, patent, trademark or copyright infringement, misappropriation or misuse of proprietary information, or violation of law. Licensee's indemnity obligation shall be limited as stated in Section 10.C(2).

12. Term and Termination of Agreement.

A. Commencement and Renewal. This Agreement shall commence on the date set fo1ih above and shall remain in effect until tenninated according to its tenns.

B. Termination. Either patiy, upon giving written notice to the other patiy, may tenninate this Agreement:
(I) if either party breaches an obligation to pay moneys owed to the other, and fails to cure the non-payment within ten days written notice of non-payment; (2) if the other party breaches any non-monetary provision of this Agreement mid the breach is not remedied within thiliy days of the pruiy's receipt of written notice of the breach; provided, however, that if a breach cannot reasonably be remedied within thirty days of written notice, such breach shall be remedied as soon as reasonably possible thereafter, but in any event within ninety days of written notice; (3) if at any time after the commencement of the Services, Licensee, in its reasonable judgment, determines that such Services are inadequate, unsatisfactory, or substantially nonconfonning to the specifications, descriptions, or wmrnnties contained herein and the problem is not remedied within ninety days of the party's receipt of written notice describing the problem; or
( 4) at any time in the event the other patiy terminates or suspends its business, becomes subject to any bankruptcy or insolvency proceeding under federal or state Laser.fiche Ente1prise Software License and
Professional Services Agreement
16 9' Initials: tif·

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Packet Pg. 214 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) statute, or becomes subject to direct control by a trustee, receiver or similar authority, that party shall immediately notify the other pm1y of its occmTence.

C. Survival. Tennination of this Agreement shall not affect either party's obligation to pay for any products or services incurred before termination and shall not release the pm1ies from their respective contractual obligations incurred before termination including, without limitation, to protect the Confidential Prope11y of the other.

13. Notices.

Notices shall be given in writing to the address stated at the end of this Agreement, or to such other address as either pm1y may substitute by written notice to the other. Any notice involving breach, termination, renewal, or non-renewal shall be personally delivered or sent by recognized overnight courier (such as Federal Express or DHL) or by ce11ified mail, postage pre-paid and return receipt requested, with a copy by email or fax. All other notices may be sent as stated above, or by either fax or email, with a copy by First Class Mail. All notices shall be deemed to have been given and received on the earlier of actual delivery ( except that faxes, emails and other notices received on a non-business day or after business hours will be deemed received on the next business day, according to the recipient's business calendar) or three (3) days from the date of postmark. A notice shall be valid, even if not fully compliant with the above procedures, if the party giving notice has complied with any means of transmission and can prove that the recipient actually received the notice.

14. General.

A. If any provision of this Agreement is adjudicated or held to be unlawful, void, or unenforceable, that provision shall be severed from this Agreement and will not affect the validity and enforceability of any of its remaining provisions.

B. This Agreement contains the sole and exclusive agreement between Laserfiche and Licensee relating to its subject matter. It shall not be modified or mnended in any way by any purchase order or other document issued by Licensee to Laserfiche. Any amendment or modification must be in writing and signed by both Laserfiche and Licensee.

C. Laserfiche's resellers, dealers and distributors are not authorized to modify this Agreement, or to make any additional representations, commitments, or warranties binding on Laserfiche.

D. This Agreement may not be transferred or assigned by Licensee without the prior written consent ofLaserfiche. Any permitted transfer or assigmnent of this Agreement shall be void unless and until the transferee or assignee agrees in writing to be bound by this terms of this Agreement.

E. This Agreement shall be governed and construed by the laws of the State of California, without reference to that state's choice oflaw provisions. The pm1ies agree that the Laserfiche Enterprise Software License and
Professional Services Agreement
17 5.E.a
Packet Pg. 215 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) United National Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

F. Any suit, action or proceeding arising from or related to this Agreement or the rights or obligations of the patties under it, whether in contract, t011 or otherwise, shall be brought exclusively in the state and federal com1s located in Los Angeles County, California.

All pai1ies consent and agree to the jurisdiction of the state of California, and consent and agree to venue for any such suits in the state and federal com1s located in Los Angeles County, California.

G. Taxes. Except to the extent that Licensee has provided an exemption ce11ificate, direct pay permit or other such appropriate documentation, Laserfiche shall add to each invoice any sales, use, excise, value-added, gross receipts, services, consumption and other similar transaction taxes, however designated, that al'e properly levied by any taxing authority upon the provision of the Laserfiche Software or the Se1vices, excluding, however, any state or local privilege or franchise taxes, or taxes based upon Laserfiche's net income. Also, Laserfiche and Licensee shall each bear sole responsibility for all taxes, assessments, and other ad valorem levies on each party's respective own personal prope11y.

H. Force Majeure. Neither patty will be liable for any failure or delay in performance if the failure or delay is due to any war, riot, revolution, explosion or sabotage, casualty beyond the reasonable control of such pmty and its employees, change in government law, order or regulation.

I. Export Restrictions. Licensee acknowledges that the Laserfiche Software and all related technical information, documents, and materials are subject to United States export jurisdiction and controls under the U.S. Expo11 Administration Regulation. Licensee shall comply with all applicable federal, state, county, and local laws, ordinances, regulations, and codes, including but not limited to, the procurement ofrequired permits, certificates, approvals, and inspections in Licensee's perfonnance of this Agreement. In addition, Licensee must comply with applicable international exp011 laws and regulations. Licensee represents, warrants and certifies that Licensee will (i) comply strictly with all legal requirements, (ii) cooperate fully with Laserfiche in any official or unofficial audit or inspection that relates to these controls, and (iii) not export, re-exp011, divert, transfer, or disclose, directly or indirectly, any Laserfiche Sofiwal'e or related technical information, document, or products to any countiy restricted by applicable expo11 laws or regulations, as modified from time to time, or to any national or resident of such country, unless Licensee has obtained the prior written authorization of Laserfiche, the U.S. Commerce Depm1ment and any other required governmental authority.

J. U.S. Government Restricted Rights Notice. The Laserfiche Software is provided with restricted rights. Use, duplication or disclosure for or by the gover1llllent of the United States, including without limitation any of its agencies or instrumentalities, is subject to the restrictions set f011h, as applicable: (i) in subpal'agraphs (a) tln-ough (d) of the Commercial Computer Software Restricted Rights clause at FAR 52.227-19; (ii) in subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013; or (iii) in Laserfiche Ente1prise Software license and
Professional Services Agreement
18 Initials: sCA

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Packet Pg. 216 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) similar clauses in other federal regulations, including the NASA FAR supplement. Licensee and any end user shall not remove or deface any restricted rights notice or other legal notice appearing in the Laserfiche Software or on any packaging or other media associated with the Laserfiche Software. The contractor/ manufach1rer is Compulink Management Center, Inc. dba Laserfiche, 3545 Long Beach Blvd., Long Beach, California.

K. Captions. The captions used on this Agreement are for convenience only and shall not be a pait of this Agreement.

L. Survival. The obligations of the paities set f01th in this Agreement shall survive its termination.

Executed on ____ 2014 at Long Beach, California.

Laserfiche:

By: "£:,,;pvv, I
Name & Title: I 1 H i,,
Address:

Telephone:

Fax:

Email:
3545 Long Beach Blvd
Long Beach, CA 90807
(562) 998-1688
(562) 988-1886
[email protected]
LICENSEE: City of Santa Martica
By:

Name & Title:
v. e
-----------~
Address:

Telephone:

Fax:

Email:
© 2011 - 2014 Compulink Management Center, Inc.

Laserfiche Enterprise Software License and
Professional Services Agreement
19 Initials: x;";

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Packet Pg. 217 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts)

SCHEDULES TO AGREEMENT
SCHEDULE A - Description of Laserfiche Software components SCHEDULE B - Locations of Laserfiche Software installations SCHEDULE C-Terms of payment for Laserfiche Software
SCHEDULE D - Description of Professional Services
SCHEDULE E- Description of training of Licensee personnel SCHEDULE F - LSAP terms and conditions
Laserficlze Ente,prise Software License and
Professional Services Agreement
20 Initials: /tk

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Packet Pg. 218 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts)

SCHEDULE A
Description of Laserfiche Software Components

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Packet Pg. 219 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Schedule A- Description of Laserfiche Software Components RIO Rio System {license Manager) 1 - . -----,
i
ENFPLSO Rio-User 50 I ------··-------------
EAT Included Rio Adv. Audit Trail 1
EPM Included Rio E-mail 1
--
EPS Included Rio Snapshot 1
---- EWA Included Rio Web Access 1
--
EWF Included RiO Workflow 1 -
EWM Included- RIO Watermark 1
--
EWL RIO Weblink 1
ERM Rio-Records Management 1
PPM25 Rio PIiot P"Uhlic Portal - 25 Concurre"ritTiSers 1 --- QC4 Lf Quick field Basic ~;;Ls__,1 ------- -- QC! Quick Fields Core 1 L___ ___ QFA Quick Fields Ag.ent 1
----
IA Import Agent for Rio 1
SCO! Rio-Scan Connect 2
TK LF SDK l I
! ------
! ", /v\(\y
',_?,,,:, Jq

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Packet Pg. 220 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts)

SCHEDULE B
Location of Laserfiche Software Installations

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Packet Pg. 221 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Schedule B - Location of Laserfiche Software installations Software will be installed on servers located at the City of Santa Monica

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Packet Pg. 222 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts)

SCHEDULE C
Terms of Payment for Laserfiche Software

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Packet Pg. 223 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Schedule C - Terms of Payment for Laserfiche Software
Fees shall be paid according to the following schedule:

1. The total cost of $20,784 for first year's LSAP software maintenance and support at the execution of the Agreement;

2. The total cost of $27,765 for Laserfiche Rio software licensing upon the successful installation of all software components, including Rio version 9.x in the test environment as described in Exhibit 1, or within 90 days from contract execution, whichever comes first.

3. The total cost of $25,125 for all professional services upon project closeout and acceptance, as per Exhibit 1.

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Packet Pg. 224 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts)

SCHEDULED
Description of Professional Services

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Packet Pg. 225 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SCHEDULED - Description of Professional Services
Please see Exhibit 1 to Santa Monica-Laserfiche Software License agreement: Rio Upgrade Scope of Work (pp 7 -14)

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Packet Pg. 226 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts)

SCHEDULE E
Description of Training of Licensee Personnel

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Packet Pg. 227 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) SCHEDULE E- Description of Training of Licensee personnel Please see Exhibit 1 to Santa Monica-Laserfiche Software License agreement: Rio Upgrade Scope of Work, Stage 7: Stabilization, Knowledge Transfer, Hand Over, and Project Closeout (p13)

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Packet Pg. 228 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts)

SCHEDULE F
Laserfiche So~ware Assurance Plan (LSAP)

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Packet Pg. 229 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Laserfiche® Software Assurance Plan (LSAP}

PLEASE TAKE THE TIME TO READ THE FOLLOWING TERMS AND CONDITIONS OF THE LASERFICHE SOFTWARE ASSURANCE PLAN ("LSAP") BY WHICH COMPULINK MANAGEMENT CENTER, INC., DBA LASERFICHE ("LASERFICHE") WILL PROVIDE SERVICE, MAINTENANCE AND UPDATES FOR YOUR LASERFICHE SOFTWARE. THIS AGREEMENT IS BETWEEN YOU AND LASERFICHE. BY ACCEPTANCE OF THE LSAP, YOU AGREE TO ACCEPT ALL OF ITS TERMS AND CONDITIONS AS DESCRIBED IN THIS AGREEMENT. HERE ARE THE DETAILS OF YOUR LASERFICHE SOFTWARE ASSURANCE PLAN:

Your Software. For purposes of this Agreement, the Laserfiche Software covered under this Agreement is described on the Laserfiche Product Registration Card which accompanied your purchase.

What Your Laserfiche Software Assurance Plan Provides to You. Your Laserfiche Software Assurance Plan is designed to provide you with the software care and assistance you need to service and maintain your Laserfiche system and to provide you with the updates and "fixes" needed to keep your Laserfiche Software up and running. To accomplish these goals, the Laserfiche Software Assurance Plan provides the following benefits:
• Hotline support and assistance to help you solve software problems promptly.

Laserfiche technicians are trained to solve your problems by phone or email. By purchasing the Laserfiche Software Assurance Plan, you will be able to handle most, if not all, of the questions and any problems that may arise regarding operation of the software.
• Feature enhancements to deliver increased productivity. From time to time, Laserfiche adds features and performance enhancements to an existing version of its software, which are known as "updates." Updates are enhancements to existing features, which are designed to improve performance and correct any problems discovered in the current version of your Laserfiche Software. LSAP subscribers receive all updates without charge. By way of example, under the LSAP there is no charge for an update of Laserfiche 8.3 to Laserfiche 9.0 or from Laserfiche 9.02 to Laserfiche 9.1.
• 100% credit toward the purchase of new versions of Laserfiche. Laserfiche periodically publishes new product suites of its Software, which bundle new and exciting features not previously included in the subscriber's exiting product suite and make significant improvements in system design and architecture, all of which combine to improve performance and capability. Because of the many new features and performance enhancements, the new Laserfiche product suite may be priced higher than the subscriber's existing one. If an LSAP subscriber elects to replace its existing Laserfiche Software with a new Laserfiche product suite, the subscriber is entitled to credit 100% of the purchase price of its

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Laserfiche LSG Enterprise LSAP 2013.0604

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Packet Pg. 230 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) existing Laserfiche Software toward the purchase of the new Laserfiche product suite. Examples of new product suites would include a subscriber's transition from Laserfiche Team to Laserfiche Avante, or from Laserfiche Avante to Laserfiche Rio. Naturally, Laserfiche can only credit the price the LSAP subscriber actually paid for its current Laserfiche Software against the new product suite.

Laserfiche does not credit the subscriber's annual LSAP payments or other interim purchases it may have paid for installation, training, upgrades, ancillary programs, additional professional services and consulting. • 24-hour FTP and web access to drivers and update files. LSAP subscribers receive free 24-hour FTP access to each new Laserfiche release, as well as updated drivers. By installing all updates and upgrades for your Laserfiche Software, you are assured the best possible performance. The Laserfiche Website also contains more support information and answers to frequentlyasked questions. • Online Support Resources. Your staff receives access to the Laserfiche Support Site, where they'll find the detailed technical information that helps them optimize system performance and maximize uptime, as well as integrate your document repository with your organization's other line-of-business applications.
• The latest hotfixes, updates and patches. These critical items ensure that your Laserfiche system continues to operate at peak efficiency. • Laserfiche user education programs. You will be updated regularly via our website about our extensive array of user education programs, including Regional Training sessions closer to you. All Premium LSAP subscribers will be entitled to preferred pricing and priority seating when they attend our user education programs and our annual Laserfiche Institute Conference. • Monthly newsletters and technical updates to keep you current on the latest system and records developments. LSAP subscribers receive monthly newsletters and technical bulletins to keep you informed on how to maximize the benefits of your Laserfiche Software
• Preventative maintenance with optional on-site support. We offer additional on-site service and support plans to provide routine maintenance visits.

Depending on the complexity and sophistication of your entire hardware and software needs, we may suggest a scheduled preventative maintenance program to eliminate cumulative problems that would otherwise go unnoticed by everyday users. We can also arrange for ongoing in-house training to improve the benefits of the Laserfiche system for current and new staff.

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laserfiche LSG Enterprise LSAP 2013.0604

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Packet Pg. 231 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Laserfiche Will Provide the Assistance You Need. Laserfiche will provide you with a telephone number and email address to contact us whenever you need assistance with your Laserfiche Software. To better assist your reseller in serving you, we suggest you do the following:
• Prepare for the call. You should be prepared to describe any hardware on which your Laserfiche Software is installed, including the manufacturer's model numbers.
• Explain your problem clearly. Let us know exactly what the error was; what you were doing immediately before the error occurred; whether by repeating the steps leading to the error, you encounter the same problem; the exact wording of any error message; and what efforts you have already taken to solve the problem.
• Hours of support. The LSG Helpdesk is available on Monday through Friday from 6 AM to 6 PM Pacific Time. Online chat support is available Sunday through Friday from 6 PM to 6 PM Pacific Time (except between between 2 AM and 6 AM). Access to Laserfiche's knowledgebase articles, software downloads and the support forum is available 24/7.
• Service Levels. With basic support, the LSG helpdesk guarantees a 4-hour response time, although more than 90% of calls are answered live and most issues are resolved on the first call. All support cases are logged in a case management system, assigned a unique case number and categorized according to severity and priority. Customers are able to subscribe to cases so that they are kept abreast of all work being done. The escalation path for support cases is LSG Helpdesk -> PSG Technical Engineer (the engineer who originally worked on the project)-> Laserfiche Technical Support-> Laserfiche 0A -> Laserfiche Development. There is a dedicated escalation team that manages cases through the escalation process and tracks all communications with the subscriber. • VIP Services. Any additional services that are not already included with your LSAP will be billed at Laserfiche's customary professional services rates, unless your agreement specifies a different rate. However, when your Laserfiche system is moved into production, most Laserfiche customers prefer to purchase a VIP Services package that offers a bundle of prepaid services hours at a discounted rate to avoid the need for a work order, purchase order, and invoice process for smaller items.

You may renew your LSAP annually. Your LSAP commences on the date shown on your LSAP Product Registration Card, which Laserfiche has provided you, and your benefits continue for a year after the commencement date. Laserfiche believes that its Laserfiche Software

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Laserfiche LSG Enterprise LSAP 2013.0604

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Packet Pg. 232 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Assurance Plan is an essential component of your system, and that the LSAP offers real value to the subscriber. Consequently, Laserfiche urges you to renew you LSAP annually. Laserfiche will contact you at least 30 days in advance of the expiration date of your LSAP to assist you in renewing your LSAP and thereby avoid any inadvertent gaps in coverage.

You may transfer your Laserfiche Software Assurance Plan. You are entitled to transfer your LSAP to someone who purchases the computer hardware on which your entire Laserfiche Software is installed, provided that you strictly comply with all the conditions of this paragraph.

To do so, you must notify us, in writing, of the name, address and telephone number of the proposed transferee. We will give you further information regarding how to give notice of transfer if you later seek to do so. In case of transfer of the LSAP, your transferee will be subject to all of the terms and conditions of this Agreement. However, please note that, if your transferee is outside of our service coverage, Laserfiche may charge a fee to provide if remote service responses are not available. If there is no authorized Laserfiche technician in the immediate vicinity of your transferee's place of business, Laserfiche may, in its sole and absolute discretion, refuse to authorize the transfer. No transfer will be valid unless approved by Laserfiche.in writing.

LIMITED WARRANTY; DISCLAIMER. THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE

STATEMENT OF THE OBLIGATIONS OF LASERFICHE UNDER THE LASERFICHE SOFTWARE

ASSURANCE PLAN, AND SUPERSEDES ALL OTHER REPRESENTATIONS, WARRANTIES, GUARANTIES AND PROMISES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

LASERFICHE DOES NOT WARRANT THE ERROR-FREE OPERATION OF LASERFICHE SOFTWARE.

EXCEPT AS EXPRESSLY STATED ABOVE, LASERFICHE DISCLAIMS ALL WARRANTIES, EXPRESS OR

IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND SERVICES.

LIMITATION OF LIABILITY AND DAMAGES. THE LIABILITY OF LASERFICHE AND ITS

EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS, SUPPLIERS AND RESELLERS (COLLECTIVELY, "REPRESENTATIVES") FOR ANY DAMAGES OR INJURIES SUFFERED BY YOU,

WHETHER BASED ON A BREACH OF CONTRACT, BREACH OF WARRANTY, CLAIM OF

NEGLIGENCE, MISREPRESENTATION OR OTHER TORT, OR ON ANY OTHER LEGAL OR

EQUITABLE THEORY, SHALL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO LASERFICHE FOR THIS LSAP. UNDER NO CIRCUMSTANCES SHALL LASERFICHE OR ITS

REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY SPECIAL, INCIDENTAL,

OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSSES

FROM BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, OR ANY OTHER

PECUNIARY LOSS), REGARDLESS OF WHETHER LASERFICHE OR ITS REPRESENTATIVES HAVE BEEN WARNED OF SUCH DAMAGES OR CLAIMS. NO ACTION MAY BE BROUGHT AGAINST

LASERFICHE OR ITS REPRESENTATIVES UNDER THIS LICENSE AGREEMENT MORE THAN ONE

YEAR AFTER YOU KNEW OR SHOULD HAVE KNOWN OF THE FACTS WHICH GAVE RISE TO THE CAUSE OF ACTION.

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Packet Pg. 233 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) The limitations of damages or liability set forth in this Agreement are fundamental elements of the basis of the bargain between Laserfiche and you. You acknowledge and agree that Laserfiche would not be able to provide this product on an economic basis without such limitations.

OTHER TERMS AND CONDITIONS.

Scope of Agreement. If any provision of this Agreement is found to be unlawful, void, or unenforceable, that provision shall be severed from this Agreement and will not affect the validity and enforceability of any of its remaining provisions. This Agreement does not limit any rights that Laserfiche may have under trade secret, copyright, patent or other laws.

Laserfiche's resellers, dealers and distributors are not authorized to modify this Agreement, or to make any additional representations, commitments, or warranties binding on Laserfiche.

Limitation on Scope of Benefits. This Agreement extends only to original purchasers of the LSAP and to any transferee authorized by Laserfiche and who has complied with all transfer requirements of this Agreement. This Agreement extends only to the uses for which the Laserfiche Software was designed. Preventive maintenance is not included. Installation, deinstallation, or relocation services and operating supplies are not included. Services necessitated by alterations, additions or deletions, adjustments, or repairs by anyone other than Laserfiche or its authorized Representatives, and services which are necessary due to defects or problems in your hardware on non-Laserfiche Software specifically excluded.

Laserfiche is not obligated to service or repair any system or component which has been damaged as a result of: (i) accident, misuse, neglect, failure to follow instructions for proper use, care or cleaning of your hardware or Laserfiche Software, (ii) an act of God such as, but not limited to, lightning, flooding, tornado, earthquakes, and hurricanes, (iii) failure due to an external factor (fire, flood, failures or fluctuations of electrical power or air conditioning), (iv) abuse or excessive wear and tear, (v) the loading of software, software configurations or any data files, worms or viruses which may corrupt your Laserfiche Software, or (vi) the moving of your system from one geographic location to another or from one purchaser or entity to another.

Assignment. Laserfiche reserves the right to assign its obligations to perform the terms and conditions of this Agreement to a qualified third party designated by Laserfiche. In that event, you agree to look solely to Laserfiche's designee for performance of Laserfiche's obligations under this Agreement.

Exclusive Agreement. This Agreement contains the sole and exclusive agreement between you and Laserfiche relating to its subject matter. It shall not be modified or amended in any way by any purchase order or other document issued by you, but may be amended only by a writing signed by both you and Laserfiche and specifically referring to it.

Additional Services. With regard to any services that are not within the scope of services under this Agreement, it will be within Laserfiche's discretion whether to perform the services, and, if

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Packet Pg. 234 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) laserfiche elects to perform the services, the services will be subject to an additional charge to be paid by you.

Important Notice. Before requesting services, it is your responsibility to back up the software and data on your system's hard disk drive and on any other storage device(s) in the system.

Under no circumstances shall Laserfiche be responsible for any loss of any software or data.

Force Majeure. laserfiche is not liable for any failure or delay in performance due to any cause beyond its control. In any event, if Laserfiche's ability to render repair services is impaired by you or circumstances beyond Laserfiche's control, laserfiche may terminate this Agreement.

Law; Jurisdiction. This Agreement will be governed and construed by the laws of the State of California. The headings are for convenience only and are not to be used to interpret this Agreement. All disputes between you and Laserfiche shall be litigated in the state and federal courts located in Los Angeles County, California; and you consent to jurisdiction of the courts located in the State of California over all disputes between you and laserfiche.

Contact Us. Should you have any questions concerning this Agreement, or if you desire to contact Laserfiche for any reason, please write: laserfiche, 3545 long Beach Blvd., Long Beach, CA 90807, U.S.A.
© 2013 Laserfiche

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Packet Pg. 235 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts)

SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT
This Software Maintenance and Suppo1t Agreement ("Agreement") entered into on '-yvl())~ .J-J , 2014 ("Execution Date,,) by and between the City of Santa Monica, a municipal corporation, ("City") and Compulink Management Center, Inc., dba Laserfiche, a California corporation ("Laserfiche") is made with reference to the following:

RECITALS
A. Concun-ently with this Agreement, City and Laserfiche have entered into a Software License Agreement ("License Agreement") which is incorporated by reference. Pursuant to the License Agreement, the City has become the licensee of software developed by Laserfiche and listed in 1 (A), below. The parties intend by this Agreement for Laserfiche to provide technical software support to the City under the te1ms and conditions of the License Agreement.

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

I. Maintenance and Support Service
A. Laserfiche agrees to provide technical sofuvare support services necessary to remedy problems arising from any operational difficulties attributable to the following Sofuvare product(s) or under wa11·anty.

Rio System (License Manager)
Rio-User
Included Rio Adv. Audit Trail
Included Rio E-mail
Included Rio Snapshot
Included Rio Web Access
Included Rio Workflow
Included- RIO Wate1mark
RIO Weblink
Rio-Records Management
Rio Pilot Public Po1tal - 25 Concun-ent Users
LF Quick Field Basic
Quick Fields Core
Quick Fields Agent
Import Agent for Rio
Rio-ScanConnect
LFSDK
B. Laser.fiche agrees to provide reasonable unlimited Help Desk phone support from 8:00 a.m. to 6:00 p.m. Pacific Time on weekdays except for major holidays.

5.E.a
Packet Pg. 236 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) C. Laserfiche agrees to provide product updates and upgrades applicable to the City's specific version of the Software within the same operation environment to the products listed in 1 (A) at no additional cost.

D. In the event that the City encounters an error and/or malfunction whereby the Software does not conform to the description in the Proposal or User's Manual, Laserfiche will respond in accordance with the following Priority Levels:
(1) A Level "A" Priority shall mean and refer to a software error that renders the entire system inoperable. Laser.fiche shall assign resources within the first hour. Laserfiche shall continue to work on the problem tmtil the problem is resolved. Average resolution time shall be less than eight (8) hours.
(2) A Level "B" Priority shall mean and refer to the detection of a software en·or for a system module whlch seriously impairs system operations, but does not render it "down." Laser:fiche shall assign resources within four (4) hours and continue to work on the problem until the problem is resolved.
(3) A Level "C" Priority shall mean and refer to a minor problem, but of sufficient severity to warrant correction before the next production software release or service pack. Generally completed within thlrty (30) days.
(4) A Level "D" Priority shall mean and refer to "would likes" and minor problems that do not severely affect the operation of the system and generally will be incorporated in the next production of the software. Laserfiche reserves the right to determine "would like" relevance to the package and the schedule of the development and release of such items.

2. Proprietary Rights. City acknowledges and agrees that corrected Software and associated documentation remain the Property of the Laser.fiche and constitute a trade secret of said software licensor, except for City data.

3. Access to Data and Computer. City ~hall, at its own expense, provide VPN access as needed for Laser:fiche's use in providing support services. When necessary, Laserfiche shall have 24 hour/day, 7 days per week access to provide technical support services.

4. Term of Agreement. This Agreement shall be operative from when the City "goes live" with the software, for a period of one calendar year (365 days) thereafter. This Agreement may be renewed by the City at its sole option for additional one year terms.

5. Fees ancl Charges. The fee for the maintenance and suppo11 services provided for herein shall be $20,784 for the period of 10/01/13 - 09/30/14, payable in advance. The fee shall remain fixed at that rate for the following two years (assuming no additional product is added), and thereafter shall not increase by more than 5% per year. 2 5.E.a
Packet Pg. 237 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts)

6. Costs Not Included In This Contract. IfLaserfiche provides services to City outside the services contracted herein, City agrees to pay Laser.fiche at Laserfiche's then current standard rates for time and material, and h·avel expenses in an amotmt to be preapproved by City in advance in writing.

7. Services Not Covered. Laserfiche will not provide any additional services to the City during the term of this Agreement; including but not limited to:

A. Laserfiche will not support application software that is running on outdated operating systems. Distribution of updates and enhancements, telephone support and functional corrections will only be made available for ctm:ent operating systems. The City is responsible for maintaining compliance ·with the "industry standard" version of the relevant operating system. City should determine that an upgraded version of a component prui of the software product (Oracle for example) has been ce11ified prior to installation.

B. Laserfiche is not responsible for loss of data due to lack of sufficient backup files.

The City is responsible for following standard backup procedures to insure data integrity.

C. Custom progrrunming or the development of specialized routines not associated with l(A), l(B), l(C), and l(D) are not covered under this Agreement.

D. Data conversions and problems associated with data conversions ru·e not covered under this Agreement. Laserfiche will assist the City through the Help Desk for workstation installation only if other workstations ru·e already installed and working. The Help Desk will not install or upgrade server softwru·e or database client software on a "first" machine.

E. Any services not covered in paragraph 6 above.

8. Insurance. The pruties agree that, throughout the term of this Agreement, Laserfiche must maintain all insurance as required ofLaserfiche by Section 11 of the pruiies' Software License Agreement; and they further agree that all te1ms and conditions of Section 11 of the Software License Agreement are incorporated herein in full by this reference.

9. Indemnification.

A. During the period any p011ion of the Softwru·e is in transit or until successful installation, Laserfiche shall have sole responsibility for all risk of loss or damage to the Softwru·e. Laserfiche shall indemnify, defend and hold harmless City from and against any and all claims, damages, losses, expenses or liabilities, including, but not lintited to, reasonable attorneys' fees, arising out of or resulting from the following: (i) Laser.fiche's negligent performance of or negligent failure to perform its obligations under this Agreement; (ii) ru·ising from the willful misconduct or the negligent acts, errors or omissions of Laser.fiche, its officers, agents, and employees in the performance of its services under this Agreement, including, but not limited to the installation of the So:ftwru·e and the training hereunder; and (iii) any patent, copyright and other infringement claim by any third party in connection with the Licensed Product.
3 5.E.a
Packet Pg. 238 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) B. IfLaserfiche, or its officers, agents, or employees, are only partially at fault for a claim or loss for which the City seeks indemnity, then Laserfiche's indemnity liability shall be equitably apportioned to Laserfiche according to its pro-rata apportionment of fault for the acts or omissions resulting in the City's claim or loss.

10. Notices. All notices, demands, requests or approvals to be given under this Agreement, shall be given in writing and shall be deemed served when delivered personally or on the third business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided.

To City:

To Laserfiche:

City of Santa Monica
1685 Main Street, Room 105
Santa Monica, CA 90401
Attn: Jory Wolf, Chief Information Officer
Compulink Management Center, Inc., dba Laserfiche
3545 Long Beach Blvd.

Long Beach , CA 90807
Attn: Chuck Ban-ick

11. Costs of Litigation. If any legal action or proceeding is necessary to enforce any provision of this Agreement or for breach of this Agreement, the prevailing party shall be entitled to receive from the opposing party all costs and expenses and such amount as may be adjudged to be reasonable attomeys' fees. The prevailing party's attorneys' fees shall be paid whether or not the action is prosecuted to judgment. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by the prevailing party as well as any attorneys' fees paid to outside attomeys in connection with the action.

12. Assignment. Laserfiche shall not assign, hypothecate or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City, which may be withheld at the City's sole discretion. Any atteiupt to do so without the City's consent shall be null and void, and any assignee, sublessee, hypothecatee or transferee shall acquire no right or interest by reason of such attempted assignment, sublease, hypothecation or transfer.

13. Termination.

A. This Agreement may be terminated by either party at the end of its initial term or upon sixty (60) days prior written notice to the other party. 4 5.E.a
Packet Pg. 239 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) B. This Agreement shall be tenninated without refund upon the City's default of the terms of the Software License Agreement.

C. This Agreement may be terminated at any time by Laserfiche in the event of any failure on the part of City to pay the maintenance fee provided for hereunder after thirty (30) days notice that the maintenance fee is delinquent.

16. Delays. Laserfiche shall not be liable for any delay in performance directly or indirectly resulting from acts of City, its agents, employees or subcontractors, or causes beyond the control of Laserfiche, including, but not limited to, acts of God, acts of a public enemy, acts of the United States or the District of Columbia, any State or Territory of the United States, or any of their political subdivisions; fire, flood, epidemics, quarantine restrictions, strikes, civil commotions or revolution; freight embargoes; unusually severe weather condition; or default of Laserfiche's subcontractors or suppliers.

17. Entire Agreement. This Agreement, in addition to the Software License Agreement, constitutes the entire agreement of the parties and the terms and conditions stated herein supersede all prior agreements between the parties relating to the subject matter of this Agreement.

18. Modifications to Agreement. This Agreement may be amended by the pruties only by a written agreement between the parties and approved as to form by the City Attomey.

19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

20. Limited Warranty
A. Laserfiche wruTants the Software Product shall be free from defects in materials and workmanship for three hundred si"Xty-five (365) calendar days commencing from system acceptance of the Softwru·e Product as set forth in the License Agreement. During this period, the Software Product is warranted to conform to the specifications set out in the product documentation and manuals, and in accordance with the Laserfiche support and maintenance plan known as a Laserfiche Software Assurance Plan ("LSAP"), a copy of which is attached as Schedule F to the Laserfiche End User License Agreement (EULA) and is incorporated by this reference. If or to the extent that the terms and conditions of this Agreement are inconsistent with those of the Laserfiche LSAP, this Agreement will govern the rights and obligations of the Pruties.

B. The Software Products shall continue to perform in accordance with Laserfiche's most current documentation, which may be modified from time to time, so long as the City remains a subscriber to the Maintenance Agreement between the parties. 5 5.E.a
Packet Pg. 240 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) C. There is no program code, other than as specified in Laserfiche's documentation, that will restrict the City's use of the Licensed Product upon payment in full.

D. Any modification or enhancement of the Licensed Product shall satisfy the warranties and conditions set forth in this Section, so long as the City is a subscriber to the Maintenance Agreement between the parties.

E. YEAR 2000 CERTIFICATION: Vendor wru.Tants that the Software Products shall be capable of performing all calculations, comparisons, sequencing, and other types of processing as they relate to calendar dates and date-related data before, during, and after the year 2000 without material en-or or degradation of performance.

F. The Software Products will be free of any errors which severely affect the operation of the system or keep the system from production use.

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

ATTEST:

By:~,~

SARAH RMAN
City Clerk
APPROVED AS TO FORM:

CITY OF SANTA MONICA
a municipal corporation
By

ROD GOULD
City Manager
COMPULINK MANAGEMENT CENTER, INC.,
dba Laserfiche
By: '£~ 10.pfah:~
Its: lL e t Q f o,o e,. rnk·1'u--i,,,__:)
l 8- /vi ov,cIL. 2-o 14-
6 5.E.a
Packet Pg. 241 Attachment: Contract 9789 (CCS) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) 1 SECOND MODIFICATION OF AGREEMENT NO. 9789 (CCS)
This Second Modification of Agreement Number 9789 (CCS) (“Second Modification”), entered into as of _______________ (“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Compulink Management Center, Inc., a corporation doing business as Laserfiche (LASERFICHE) is made with reference to the following:

RECITALS
A. On or about^^March 27, 2014, the City and LASERFICHE entered into Agreement Number 9789 (CCS) for software licenses and service (“Original Agreement”).

B. On or about^^April 12, 2018, the City and LASERFICHE entered into a First Modification of Agreement Number 9789 (CCS) (“First Modification”) which added licenses and additional services to be performed by LASERFICHE; and to increase the contract price to pay for those additional licenses and services. The Original Agreement and First Modification may be referred to collectively herein as “the Agreement.”
C. The term of the Agreement is set to expire June 30, 2023.

D. The City and LASERFICHE desire to modify the Agreement to extend the agreement term; and to increase the agreement price to pay for the additional term.

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

1. The term of the Agreement shall be extended for an additional 12 months, from July 1, 2023, to June 30, 2024 (the Extension Term), unless terminated earlier as set forth in the Agreement or extended by the parties in writing.

2. The City will compensate LASERFICHE for services provided during the Extension Term in an amount not to exceed $1,250.00, as set forth in Exhibit A-1.

3. Exhibit A-1 is attached hereto incorporated herein by this reference.

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

5. Except as expressly modified by this Second Modification, all other terms and DocuSign Envelope ID: BA163671-2EC8-4DCC-A7DC-ED60AC026C74 6/28/2023

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Packet Pg. 242 Attachment: Contract 9789 (CCS) Second Modification [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) 2 conditions of the Agreement shall be and remain in full force and effect.

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

ATTEST:
______________________________

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

DOUGLAS SLOAN
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________

DAVID WHITE
City Manager
Compulink Management Center, Inc.,
DBA Laserfiche
#306414
By: _______________________________
Wylie Strout,
General Counsel
DocuSign Envelope ID: BA163671-2EC8-4DCC-A7DC-ED60AC026C74 6/28/2023
6/28/2023
6/29/2023 6/28/2023

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Packet Pg. 243 Attachment: Contract 9789 (CCS) Second Modification [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) 3 Exhibit A-1
Laserfiche Quote for City of Santa Monica– LSSP Renewal 2023-2024 DocuSign Envelope ID: BA163671-2EC8-4DCC-A7DC-ED60AC026C74

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Packet Pg. 244 Attachment: Contract 9789 (CCS) Second Modification [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) March 16, 2023
City of Santa Monica
1685 Main St. Room 110
Santa Monica, CA 90401
Re: Laserfiche Quote for City of Santa Monica– LSSP Renewal 2023-2024 Customer #: 17785 Renewal Date: 7/01/2023 Quote #: Budgetary Product Description Qty Price Total Price
Laserfiche Software Support Plan (LSSP)
ENF20B Rio Named Full User with Records Management 121 $177.10 $21,429.10 EPARB Rio Participant User with Records Management 300 $54.78 $16,434.00 QC1B Quick Fields Core Package 1 $1,000.00 $1,000.00
QC4B Quick Fields Basic Package 5 $500.00 $2,500.00
QFAB QF Agent 1 $2,000.00 $2,000.00
EDCSIB Integration with DocuSign 1 $300.00 $300.00
EPLS1B Public Portal for 1 Laserfiche Server 1 $9,000.00 $9,000.00 IAB Import Agent 1 $300.00 $300.00
SCX1B Scan Connect 2 $100.00 $200.00
TKB SDK 1 $750.00 $750.00
LSSP Total $53,913.10
Product Description Qty Price Total Price
Subscription
JEKCFB Subscription Full Rights Keyed Concurrent User 15 $83.33 $1,250.00 Subscription Total $1,250.00
Grand Total $55,163.10
N.B. All software, licenses, and documentation will be made available for download electronically through secure access to Laserfiche internal servers via FTP or HTTP protocol so that they WILL NOT be delivered or shipped on tangible media.

LSSP Support covers defects in the core Laserfiche software. Billable services cover all non-support related issues. Laserfiche will do all of the necessary research to determine a support issue’s root cause.

If the cause is not covered under LSSP Support, all future work related to the issue will be treated as a new billable services project.

Not covered under LSSP Support are situations where something “breaks” as a result of a customer trying to change the system, or a customer needs Laserfiche’s consultation to better understand the system.

VIP is a package that is used for non-core product support. The VIP package can be used for integration support, system migrations, and other non-core product support not exceeding 20 hours at one time.

DocuSign Envelope ID: BA163671-2EC8-4DCC-A7DC-ED60AC026C74

5.E.b
Packet Pg. 245 Attachment: Contract 9789 (CCS) Second Modification [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) Please remit purchase order or billing approval to:

Kristen Petruzzelli
Senior Customer Success Manager
Laserfiche Consulting
562-988-1688 x 129
[email protected]
For billing inquiries and payment options please contact Ellen Castillo, x532, [email protected].

DocuSign Envelope ID: BA163671-2EC8-4DCC-A7DC-ED60AC026C74

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Packet Pg. 246 Attachment: Contract 9789 (CCS) Second Modification [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts)

5.E.c
Packet Pg. 247 Attachment: OAKS INITIATIVE FORM (2023) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts)

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Packet Pg. 248 Attachment: OAKS INITIATIVE FORM (2023) [Revision 1] (6005 : Laserfiche (Cloud & Self-Hosted) Contracts) City Council
Report
City Council Meeting: November 28, 2023
Agenda Item: 5.F
1 of 7
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Office of Sustainability & the Environment
Subject: Award Contract to GreenWealth for the Installation, Operation, and Maintenance of Designated Public Electric Vehicle Chargers Recommended Action
Staff recommends that the City Council:

2. Award RFP #372 to GreenWealth Energy Solutions, Inc. for the installation, operation, and maintenance of designated public Electric Vehicle (EV) chargers for the Public Works Department.

3. Authorize the City Manager to negotiate and execute an agreement with GreenWealth Energy Solutions, Inc. for five years with three two-year renewal options at no cost to the City.

Summary
Supporting the shift to transportation electrification is a critical component of the City of Santa Monica’s Climate Action & Adaptation Plan and EV Action Plan. The City has been a leader in installing public electric vehicle (EV) charging stations since the 1990s.

As EV adoption increased, so has the demand for EV charging options and reliable infrastructure. The City has historically owned and operated its own EV chargers, but a shifting market and increase in EV charging service providers now allows the City to outsource the installation, operations, and maintenance of public chargers to a thirdparty at no cost to the City. This option saves staff time and money and improves the public charging experience for EV drivers. This staff report proposes contracting with a

5.F
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new vendor, GreenWealth Energy Solutions, to replace old chargers at three priority parking facilities and install and operate new chargers, as requested by the City.

Discussion
The State of California has a goal of reaching 5 million zero emission vehicles on the road by 2030. By 2035, 100% of new cars and light trucks sold in the state are required to be zero-emissions vehicles. Expanding public EV charging options is critical to supporting the rapidly growing EV adoption rates.

City Council adopted the EV Action Plan in 2017 to support EV adoption through policies, programs, and infrastructure projects that expand EV charging access. Santa Monica currently has 178 standard level 2 chargers that are owned and operated by the City, and 28 DC fast chargers that are owned and operated by EVgo. • Level 2 chargers are the standard chargers found at most retail, workplace, and residential properties. They use a 240-volt outlet and typically provide about 14- 35 miles of range per hour of charging time depending on the charger configuration and the EV’s capacity to accept the charge. • DC fast chargers use a 480-volt outlet and charge at much faster rates, typically between 180-240 miles of range per hour depending on the charger configuration and vehicle capacity.

The City entered into a contract with ChargePoint Inc. to purchase EV charging equipment in 2018. The City coordinates the installation, operations, and maintenance of these chargers and retains revenues earned at these stations. As the number of chargers and utilization rates have increased, so have maintenance costs and time to repair broken stations. Bringing on a third-party to manage and operate new stations would benefit both the City and EV drivers that count on EV chargers to be working. The City would save money on the capital costs of installing the equipment and would no longer have to pay for operating costs under the new model. GreenWealth would provide level 2 ChargePoint EV chargers, similar to the existing chargers found at other City parking facilities.

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GreenWealth would be responsible for replacing a minimum of 49 old charge ports at three parking structures (Structure 6, 9, and the Civic Structure), replacing or repairing additional chargers that break in the future at various City locations and installing chargers at new sites identified by the City in collaboration with the vendor, including three parking lots at the Santa Monica Airport. They would install chargers at mutually agreed upon City locations at no cost to the City, cover electricity costs, and retain the majority of charging revenue. GreenWealth would remit 20% of charging profits to the City after operational costs are met. The City may also elect to transfer ownership and operations of existing City-owned chargers for GreenWealth to maintain.

GreenWealth would prioritize the replacement of existing chargers, many of which are broken, at the three sites listed below in Table 1. The stations at these locations are old, non-networked chargers (not ChargePoint stations) that are unable to collect revenue or provide usage data to monitor station status.

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Table 1 – Priority Sites – EV Charger Replacements
Site Address
Existing
Chargers
(ports)
Future Chargers
Parking Structure 6 1431 2nd St. 30 50-60 (Level 2)
Parking Structure 9 1136 4th St. 4 4-10 (Level 2)
Civic Center Parking
Structure (first floor) 330 Olympic Dr. 15
14+ Level 2, 1 highpowered L2
Total 49
Parking Structure 6 was built with extra conduit to support future EV charging.

GreenWealth would add up to 30 additional chargers at this location by using existing conduit and electrical capacity via load management. This would significantly increase charging options for the many local employees, residents, and visitors that utilize this structure. The vendor would replace other chargers as they break and add new stations at future EV charging sites, including a total of 24 new chargers at three Santa Monica Airport parking lots (2828 Donald Douglas Loop North, 3233 Donald Douglas Loop South, and 3200 Airport Ave). Drivers would be notified of pending construction at the parking structures in advance.

EV charging user fees at GreenWealth-operated chargers would be based on regional user fees and electricity rates; proposed fees are around $0.35/kWh-$0.49/kWh on a time-of-use rate structure and are subject to change based on electricity rates set by the Clean Power Alliance and Southern California Edison. User fees are currently $0.30/kWh-$0.35/kWh at City-owned chargers. GreenWealth would review proposed fee structures with the City annually to ensure pricing is reasonable and calibrated to current market conditions and electricity rates. Electricity costs are anticipated to increase by approximately $16,000 per year at Parking Structure 6 and approximately $17,000 per year at Parking Structure 9 due to the planned additional EV chargers.

Estimated annual costs for the three new Airport sites is $54,000. GreenWealth would reimburse the City for electricity costs incurred by their EV chargers at all locations.

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Vendor Selection
Bidder Recommendation
Best Qualified
Person/Firm
GreenWealth Energy Solutions, LLC
Evaluation
Criteria
Work plans, experience, capacity/ability to perform services promptly, technical capabilities, financial/other resources, character/reputation, ability to provide future services as needed and price.

Municipal Code SMMC 2.24.190
RFP Data
Posted On Posted On
Advertise In
(City Charter & SMMC)
Vendors
Downloaded
Date Publicly
Opened
8/16/2023 City's Online
Bidding Site
Santa Monica Daily
Press
63 9/26/2023
Justification to Award
An evaluation committee comprised of members of the Office of Sustainability and the Environment and Architectural Services within the Public Works Department and the EV Subcommittee, a subcommittee of the Commission on Sustainability, evaluated the proposals. Based on their experience with similar projects, thorough project plan, profitsharing proposal, and commitment to high-quality customer service, staff recommends GreenWealth Energy Solutions, Inc. as the best qualified firm to provide EV charging installation, operations, and maintenance services at select City sites.

Environmental Review
The contract is categorically exempt from CEQA pursuant to Sections 15301, Section 15302, and Section 15303 of the CEQA Guidelines. Section 15301 exempts Class 1 (Existing Facilities) projects from CEQA, 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. Section 15302 exempts Class 2 RFPs Received
Blink Network, LLC Green Water and
Power
EV Tech Inc. True Upside
Casco Contractors GreenWealth Energy
Solutions, Inc.

PowerFlex Systems,
LLC
EV Gateway OBE Networks 1, LLC Smart eMobility

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projects (Replacement/Reconstruction) which “consists of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced”. The contract will allow for the replacement and maintenance of existing EV chargers. In addition, the installation of new EV chargers is categorically exempt pursuant to Section 15303 (New Construction of Small Structures), which exempts construction and location of limited numbers of new, small facilities or structures including utility extensions and accessory structures/facilities such as EV chargers.

Past Council Actions
Meeting Date Description
07/25/17 (Attachment A) Original bid and award of agreement with ChargePoint, Inc. for EV charger procurement
11/14/17 (Attachment B) Council adopted EV Action Plan
03/06/18 (Attachment C) Modification to agreement with ChargePoint to expand procurement and services from fleet-only to public
chargers
09/10/19 (Attachment D) Original bid and award of agreement with EVgo Services LLC for DC fast charging installation and services
Financial Impacts and Budget Actions
Staff seeks authority to enter into an agreement with Greenwealth Energy Solutions LLC to provide EV charging installation, operations, and maintenance at select City sites. The recommended action in this report is expected to have a positive impact to the General Fund and eventually the Airport Fund since the electricity costs will be reimbursed by GreenWealth. The reimbursement and profit-sharing revenues for the General Fund will be deposited in accounts 01500002.416300 and 01500002.416301, and for the Airport Fund in 57500001.416302 and 57500001.416303, respectively.

The timing and amount of the revenues to be received and the electricity expenses to be incurred are indeterminate at this time. The department will track and monitor both the revenues and the expenditures closely. Any budget adjustments would be

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incorporated in the FY 2023-24 Year-End Budget and FY 2024-25 Exception-Based Budget, as needed.

Prepared By: Ariana Vito, Sustainability Analyst
Approved Forwarded to Council
Attachments:

A. Staff Report: Original ChargePoint Agreement (Web Link) B. EV Action Plan (Web Link)
C. Staff Report: ChargePoint Agreement Modification (Web Link) D. Staff Report: EVgo Agreement (Web Link)
E. Oaks Initiative Form - GreenWealth

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CITY OF SANTA MONICA

OAKS INITIATIVE NOTICE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS

AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS,

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

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

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

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

5.F.e
Packet Pg. 256 Attachment: Oaks Initiative Form - GreenWealth (6071 : Award Contract to GreenWealth for EV Charger Services)

CITY OF SANTA MONICA

Public benefits include:

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

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

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

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

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

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

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

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

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

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

Bid/PO/Contract # ____________________________ Permit # ___________________________

5.F.e
Packet Pg. 257 Attachment: Oaks Initiative Form - GreenWealth (6071 : Award Contract to GreenWealth for EV Charger Services) City Council
Report
City Council Meeting: November 28, 2023
Agenda Item: 5.G
1 of 6
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Water Resources Subject: Award Purchase Orders to Univar (Primary) and Brenntag Pacific, Inc. (Secondary) for Hydrogen Peroxide and to Hill Brothers Chemical Co. for Liquid Calcium Chloride
Recommended Action
Staff recommends that the City Council:

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

3. Authorize the Procurement Manager to issue a purchase order with Univar for hydrogen peroxide for a total amount not to exceed $1,200,000 over a five-year period, with future year funding contingent on Council budget approval.

4. Authorize the Procurement Manager to issue a purchase order with Brenntag as the secondary vendor for hydrogen peroxide for a total amount not to exceed $1,400,000 over a five-year period, with future year funding contingent on Council budget approval.

Summary
The City of Santa Monica’s Water Resources Division is adding new advanced water treatment facilities to increase local water supplies through projects such as the Olympic Well Field Restoration Project and Sustainable Water Infrastructure Project (SWIP) and reduce the City’s reliance on costly imported water supplies. As part of the Olympic Well

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Field Restoration Project, the City is adding a new ultraviolet advanced oxidation process (UV-AOP) followed by granular activated carbon filtration for the remediation of the Olympic Well Field. The facility is expected to be operational by Spring 2024. The UV-AOP process utilizes hydrogen peroxide for the destruction of harmful industrial contaminants. Staff recommends issuing a purchase order with Univar as the primary vendor in an amount not to exceed $1,200,000 over a five-year period and a purchase order with Brenntag in an amount not to exceed $1,400,000 over a five-year period as a secondary vendor for the purchase of hydrogen peroxide for the Arcadia Water Treatment Plant (Arcadia WTP).

The City also recently completed the Sustainable Water Infrastructure Project (SWIP) which includes a new SWIP Advanced Water Treatment Facility (AWTF) and upgraded Santa Monica Urban Runoff Recycling Facility (SMURRF) that collectively produce up to 1.5 million gallons per day of advanced treated recycled water for non-potable reuse (e.g., irrigation and toilet flushing) and groundwater recharge. Both AWTF and SMURRF utilize a multi-barrier treatment process and add liquid calcium chloride to the final treated water for corrosion protection of the recycled water distribution system.

Staff recommends issuing a purchase order with Hill Brothers in an amount not to exceed $350,000 over a five-year period for the purchase of liquid calcium chloride for the SWIP.

Discussion
The City of Santa Monica’s Water Resources Division operates a multi-barrier treatment process at Arcadia WTP to provide high-quality, safe, and reliable drinking water for the City’s 93,000+ residents and over 2,700 commercial customers. The City’s Arcadia WTP was upgraded in 2010 as part of the Charnock Well Field Restoration Project that restored local groundwater supplies. However due to industrial contamination, the City was unable to fully utilize its second largest source of groundwater, the Olympic Well Field. The City is expanding the Arcadia WTP to include the Olympic Advanced Water Treatment Facility as part of the Olympic Well Field Restoration Project, which is expected to be operational by Spring 2024. The Olympic Advanced Water Treatment Facility, co-located at the Arcadia WTP, includes a new UV-AOP treatment process

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followed by granular activated carbon filtration to destroy harmful industrial contaminants in the groundwater before it continues through the rest of the facility’s multi-barrier treatment process. The UV-AOP process utilizes hydrogen peroxide as a chemical oxidant to facilitate destruction of industrial contaminants. This compound is widely used at groundwater and water purification facilities throughout California and the United States.

The City’s SWIP facilities, including the new SWIP AWTF and upgraded SMURRF that purifies stormwater, urban runoff, brackish groundwater, and municipal wastewater to provide a drought resilient water supply for the city. To prevent corrosion in the recycled water distribution system and protect public health, liquid calcium chloride is added to the final purified water at the SWIP to re-mineralize the water. This compound is also widely used at water purification facilities throughout California and the United States.

Univar Solutions was selected as the primary vendor as they scored the highest in the evaluation. The full amount requested for Brenntag is being requested as a backup in the event Univar Solutions is unable to provide hydrogen peroxide because of sourcing issues similar to what occurred with many chemical companies during the COVID-19 pandemic. Supply chain issues remain a concern to this day. Staff does not plan to expend the full amount with both vendors. By approving a spending authority that would cover the anticipated total expenditure to both vendors, the City would have the flexibility to source from two vendors and continue to provide uninterrupted clean drinking water. A backup calcium chloride vendor is not required for the SWIP as it is currently designated as a non-critical facility and operations can be paused if necessary.

Vendor Selection
Bidder Recommendation
Best Bidder Univar Solutions USA Inc (Hydrogen Peroxide), primary vendor Brenntag Pacific, Inc. (Hydrogen Peroxide), secondary vendor and Hill Brothers Chemical Co. (Liquid Calcium Chloride), primary vendor Evaluation
Criteria
Ability, capacity, and skill to provide the materials/services, experience, and price.

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Municipal Code SMMC 2.24.180
Submittals Received (Liquid Calcium Chloride)
Hill Brothers Chemical Co $1.57/gallon Thatcher Company, Inc $2.87/gallon Bid Data
Date
Posted Posted On
Advertise In
(City Charter & SMMC)
Vendors
Downloaded
Date Publicly
Opened
08/24/2023 City’s Online
Bidding Site
Santa Monica Daily
Press
12 09/28/2023
Best Bidder Justification
The bids were reviewed by a selection panel consisting of staff from the Water Resources Division of the Public Works Department. The bids were evaluated based on previous experience, ability to deliver, quality of product, cost, and compliance with City requirements. Based on the evaluation criteria, staff recommends Univar as the best and lowest bidder and primary vendor and Brenntag as the secondary vendor to provide hydrogen peroxide to the Arcadia WTP. Staff would only order from Brenntag if primary vendor Univar could not provide products on a timely basis. Staff also recommends Hill Brothers as the primary vendor for the purchase of liquid calcium chloride for the SWIP.

Environmental Review
The purchase and use of hydrogen peroxide and liquid calcium chloride at the City’s Arcadia WTP is categorically exempt from CEQA pursuant to Section 15301 (Class 1 - Existing Facilities) of the CEQA Guidelines. Section 15301 provides exemption for the operation, repair, maintenance, permitting, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. The purchase orders for hydrogen peroxide would allow for the operations of the UV-AOP treatment process as part of the expanded Arcadia WTP.

The purchase order for liquid calcium chloride would allow for the operations of postSubmittals Received (Hydrogen Peroxide) Univar Solutions USA Inc $3.27/gallon Brenntag Pacific, Inc. $3.69/gallon Hazma LLC $6.32/gallon

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treatment corrosion control as part of the SWIP AWTF and SMURRF. The purchase orders would not expand or materially change existing facilities or operations.

Therefore, the purchase orders for hydrogen peroxide and liquid calcium chloride are categorically exempt pursuant to Section 15301 of the CEQA Guidelines.

Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the Water Fund to award a purchase order to Univar for the purchase of hydrogen peroxide as the primary vendor; to Brenntag for the purchase of hydrogen peroxide as a secondary vendor.

Staff seeks authority to approve available funding from the Wastewater Fund to award a purchase order to Hill Brothers for the purchase of liquid calcium chloride.

Purchase Order Request (Univar – Primary – Hydrogen Peroxide) FY 2023-24 Budget
Request Amount Department Account # Future Years Total Contract Amount $240,000 50500003.525081 $960,000 $1,200,000
Purchase Order Request (Brenntag – Secondary – Hydrogen Peroxide) FY 2023-24 Budget
Request Amount Department Account # Future Years Total Contract Amount $280,000 50500003.525081 $1,120,000 $1,400,000
Purchase Order Request (Hill Brothers – Primary – Liquid Calcium Chloride) FY 2023-24 Budget
Request Amount Department Account # Future Years Total Contract Amount $70,000 51500001.525085 $280,000 $350,000
Future year funding is contingent on Council budget approval.

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Prepared By: Alex Waite, Process Engineer
Approved Forwarded to Council
Attachments:

A. Oaks Initiative Form - Brenntag
B. Oaks Initiative Form - Univar
C. Oaks Initiative Form - Hill Brothers

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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 a12- 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 inany 12-month period;

5. Land use variance, special use permit, or other exception to an establishedland 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:

Brenntag Pacific, Inc.

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

Bill Fjelstad, Interim President; Bill Huttner, VP Supply Chain Name(s) of persons with more than a 10% equity, participation, or revenue interest:

None
Prepared by: Laura Tua/Pacific/Brenntag Title: Municipal Bid Manager Signature: Date: September 12, 2023
Email: [email protected] Phone: 562 903-9626
FOR CITY USE ONLY:

Bid/PO/Contract # Permit #

5.G.a
Packet Pg. 264 Attachment: Oaks Initiative Form - Brenntag (6100 : Award Purchase Orders for Hydrogen Peroxide and Liquid Calcium Chloride)

CITY OF SANTA MONICA OAKS INITIATIVE DISCLOSURE FORM
1,1•
,. •••• 11 ••• C"' ••
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:

Apollo Group
David Jukes-President & CEO
Jim Holcomb-SVP & President Chemical North America
Lexa Colin-SVP-General Counsel & Secretary
Nick Alexos-VP & CFO
Name(s) of persons with more than a 10% equity, participation, or revenue interest:

None
Signature·
Prepared by: � Jennife
#1,
JNLd�
Email: [email protected]
FOR CITY USE ONLY:

Bid/PO/Contract# _________ _
Title: Sr. Municipal Specialist
Date: 9/25/2023
Phone: 253-872-5040
Permit# _________ _
Univar Solutions USA Inc.

5.G.b
Packet Pg. 265 Attachment: Oaks Initiative Form - Univar (6100 : Award Purchase Orders for Hydrogen Peroxide and Liquid Calcium Chloride)

5.G.c
Packet Pg. 266 Attachment: Oaks Initiative Form - Hill Brothers (6100 : Award Purchase Orders for Hydrogen Peroxide and Liquid Calcium Chloride) City Council
Report
City Council Meeting: November 28, 2023
Agenda Item: 5.H
1 of 2
To: Mayor and City Council
From: Denise Anderson Warren, City Clerk, Records and Election Services Department
Subject: Adoption of Resolution of the Santa Monica City Council Establishing the 2024 City Council Meeting Calendar
Recommended Action
Staff recommends that the City Council:

1. Adopt the attached resolution establishing the 2024 Council regular meeting calendar; and

2. 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.

Summary
Charter Section 611 requires the Council to hold two regular meetings per month, and that the meeting calendar shall be established by ordinance or resolution.

Discussion
Santa Monica City Charter section 611 states:

The City Council shall hold regular meetings at least twice each month, at such times as it shall fix by ordinance or resolution and may adjourn or readjourn any regular meeting to a date certain, which shall be specified in the order of adjournment and when so adjourned, each adjourned meeting shall be a regular meeting for all purposes.

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The resolution also authorizes the City Clerk to cancel a regular meeting for an anticipated lack of a quorum, and that additional regular meetings may be scheduled by amendment to the resolution (which could be a simple minute resolution on the Consent Agenda).

Environmental Review
This resolution is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) (Common Sense Exemption) of the CEQA Guidelines which states that CEQA does not apply, “where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” The resolution establishes the City Council’s regular meeting schedule for the 2024 calendar year. Therefore, it can be seen with certainty that there is no possibility that the resolution in question may have a significant effect on the environment.

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

Prepared By: Denise Anderson Warren, City Clerk
Approved Forwarded to Council
Attachments:

A. 2024 Council Meeting Resolution
B. Written Comments

5.H
Packet Pg. 268
City Council Meeting: November 28, 2023 Santa Monica, California RESOLUTION NO. ____________(CCS)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA AMENDING THE 2024 CITY COUNCIL MEETING CALENDAR

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

SECTION 1. Pursuant to Charter section 611, the City Council establishes the following regular meeting calendar for the year 2024:

January 9 (cancelled), 23
February 13, 27
March 19, 26
April 9, 23
May 14, 28
June 11, 25
July 9, 23
August 13, 27
September 10, 24
October 8, 22
November 12, 26
December 10, 17
SECTION 2. A scheduled regular meeting may be subject to cancellation by the City Clerk for anticipated lack of a quorum, and a regular meeting may be added by Council amending this resolution.

SECTION 3. 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:
_________________________

DOUG SLOAN
City Attorney

5.H.a
Packet Pg. 269 Attachment: 2024 Council Meeting Resolution (6135 : Adopt Resolution establishing the 2024 Council meeting dates) 1 Xavier Mota
From: stayfree7 <[email protected]>
Sent: Tuesday, November 28, 2023 11:34 AM
To: councilmtgitems; Douglas Sloan; Gleam Davis; David White Cc: Lana Negrete; Phil Brock; Oscar de la Torre; Christine Parra; Denise Anderson-Warren; Nikima Newsome
Subject: ❓5-H: per City Charter Council SHALL hold regular meetings at least twice a month

EXTERNAL
The proposed calendar under item 5-H only lists one regular City Council meeting in January 2024.

Would it not be in violation of the City Charter, as quoted below? "611. Regular meetings.

November 28, 2023
ITEM 5.H.

November 28, 2023

5.H.b
Packet Pg. 270 Attachment: Written Comments (6135 : Adopt Resolution establishing the 2024 Council meeting dates) 1 August 22, 2023
(NOT APPROVED)

CITY OF SANTA MONICA

CITY COUNCIL MINUTES
AUGUST 22, 2023
A regular meeting of the Santa Monica City Council was concurrently called to order with the 5:31 p.m. special meeting by Mayor Davis at 5:31 p.m., on Tuesday, August 22, 2023, at City Council Chambers, 1685 Main Street, Santa Monica, CA. 90401 and at a teleconference site located at 2345 23rd Street, Santa Monica, CA 90405, where one of the Councilmembers participated by telephone.

Roll Call: Present: Mayor Gleam Davis
Mayor Pro Tem Lana Negrete
Councilmember Phil Brock
Councilmember Oscar de la Torre
Councilmember Christine Parra
Councilmember Caroline Torosis (arrived at 5:38 p.m.)
Councilmember Jesse Zwick (arrived via phone at 5:58 p.m.) Also Present: City Manager David White
City Attorney Douglas Sloan
City Clerk Denise Anderson-Warren
CONVENE/PLEDGE On order of the Mayor, the City Council convened at 5:31 p.m., with all members present except Councilmembers Zwick and Torosis. City Manager White led the assemblage in the Pledge of Allegiance.

ANNOUNCEMENT The Mayor announced that only Items 1-Public Input and Items 10.A. through 10.C. will be heard during the regular meeting. All other items, except for Item 16.J. which was pulled by the requestor, will be heard under the Special meeting.

RECESS OF SPECIAL

CITY COUNCIL

MEETING
On order of the Mayor, the Special City Council Meeting was recessed to hear General Public Input on the Regular Meeting at 5:33p.m.

GENERAL PUBLIC
INPUT:

Councilmember Torosis
arrived at 5:38 p.m.

Members of the public John Medlin, Ellen Hannan, Jerry Rubin, Michael Pitkin, Joanne Berlin, Jill Hawkins, Denise Barton, Rebecca Cannara, Robbie Jones, Joe DiRosa, Troy Dalmasso, David Levi, and Gaston Mantero commented on various local issues.

RECESS REGULAR

MEETING/

RECONVENE SPECIAL
On order of the Mayor, the Regular City Council meeting was recessed, and the Special City Council Meeting was reconvened at 5:58 p.m.

5.I
Packet Pg. 271 Minutes Acceptance: Minutes of Aug 22, 2023 5:30 PM (CONSENT CALENDAR) 2 August 22, 2023

MEETING

PUBLIC INPUT FOR

CLOSED SESSION,

SPECIAL AGENDA

ITEMS AND CONSENT
CALENDAR ONLY:

Councilmember Zwick
joined via phone at
5:58p.m.

Public input was heard at the Special Meeting.

AGENDA

MANAGEMENT
During the Special City Council meeting, Mayor Davis announced Item 16.J. from the regular meeting was pulled by the requestors and will not be heard.

CLOSED SESSIONS 3.A. Conference with Real Estate Negotiator pursuant to Government Code Section 54956.8: Property: 1431 Second Street, Santa Monica, California (Parking Structure 6) (APN 4291-016-902); City Negotiators:

Jennifer Taylor, Economic Development Manager, and David Martin, Community Development Director; Owner of Record: City of Santa Monica; Persons to be negotiated with: Gerry Cottle, Founder, Rooftop Cinema Club; Under negotiation: Price and Terms of Lease, was heard at the Special meeting.

3.B. Conference with Legal Counsel – Pending or Potential Litigation – Government Code sections 54956.9(a) and (d)(2): Gams v. City of Santa Monica, was heard at the Special meeting.

3.C. Conference with Labor Negotiator: Government Code Section 54957.6 – Agency Designated Representatives: City Manager David White and Chief People Officer Lori Gentles; Bargaining Unit:

AFSCME 4819, Management Team Association, was heard at the Special meeting.

SPECIAL AGENDA
ITEMS:

4.A. City Manager's Report – Update by Southern California Edison, was heard at the Special meeting.

CONSENT CALENDAR: All items were 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.

BIG BLUE BUS 5.A. Award Bid to Uniform Accessories Warehouse for Big Blue Bus Motor Coach Operator Uniforms, was heard at the Special meeting.

Recommended Action
Staff recommends that the City Council:

5.I
Packet Pg. 272 Minutes Acceptance: Minutes of Aug 22, 2023 5:30 PM (CONSENT CALENDAR) 3 August 22, 2023

1. 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.

2. Award Bid #4443 to Uniform Accessories Warehouse for the provision of Motor Coach Operator (MCO) uniforms for the Department of Transportation.

3. Authorize the City Manager to negotiate and execute Agreement No. 11474 (CCS) with Uniform Accessories Warehouse, in an amount not to exceed $841,700, over a five-year period with future year funding contingent on Council budget approval.
2024 SUMMER

OLYMPICS &

PARALYMICS GAMES

5.B. Affirmation and Update of Los Angeles 2024 Summer Olympics and Paralympics Games Guarantee Letters to LA28, was heard at the Special meeting.

Recommended Action
Staff recommends the Council:

1. Adopt a finding of Statutory Exemption pursuant to Section 15272 (Olympic Games) of the California Environmental Quality Act (CEQA) Guidelines;

2. Authorize the City Manager to submit a Venue Guarantee Letter (Attachment A) to LA28 for use of Santa Monica State Beach for Beach Volleyball during the 2028 Summer Olympics; and

3. Authorize the City Manager to submit a City Guarantee Letter (Attachment B) to LA28 for use of Santa Monica State Beach for Beach Volleyball during the 2028 Summer Olympics.

WATER RESERVOIR

UPGRADES

5.C. Award RFP to Stantec Consulting Services, Inc., for Water Reservoir Upgrades Engineering Design Services, was heard at the Special meeting.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Section 15302 (Replacement/Reconstruction), of the California Environmental Quality Act (CEQA) Guidelines.

2. Award Request for Proposal SP#2679 to Stantec Consulting Services, Inc, to provide engineering design services, develop construction documents, and provide engineering support during the construction of the Reservoir Upgrades and Improvements Project for the Public Works Department.

3. Authorize the City Manager to negotiate and execute agreement with Stantec in an amount not to exceed $3,689,292 (including $335,390 contingency) for two years, with two additional one-year renewal options.

5.I
Packet Pg. 273 Minutes Acceptance: Minutes of Aug 22, 2023 5:30 PM (CONSENT CALENDAR) 4 August 22, 2023

4. Authorize budget changes as outlined in the Financial Impacts & Budget Actions section of this report.

MEMORIAL PARK

DESIGN SERVICES

5.D. Approval to enter into an agreement with SMC to pay for Memorial Park design services and approve the Design-Build RFB, was heard at the Special meeting.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Statutory Exemption pursuant to Section 15262, Feasibility and Planning Studies, of the California Environmental Quality Act (CEQA) Guidelines;

2. Direct staff to proceed with a Request for Bids for design and preconstruction services of phases 1 and 2 of the Master Plan, as described herein;

3. Authorize the City Manager to negotiate and execute Payment Agreement to accept an amount not to exceed $2,750,000 with Santa Monica College (SMC) for preparation of the environmental impact analysis, geotechnical engineering, and design and pre-construction services of phase 1 of the Master Plan of the Memorial Park Redevelopment and Expansion Project, as described herein;

4. Authorize the City Manager to negotiate and execute a reinstatement and fifth modification of Agreement No. 9910 (CCS) in a reduced contract amount not to exceed $149,000 (including 10% contingency) with WSP USA Environment & Infrastructure, Inc. (formerly Wood Environmental & Infrastructure Solutions Incorporated and AMEC Foster Wheeler Environment & Infrastructure, Inc.) for environmental consulting services in compliance with CEQA. This will result in a 2- year extension for an 11-year amended agreement with a new total amount not to exceed $149,000, with future year funding contingent on Council budget approval;

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

VIRGINIA AVENUE
PARK

5.E. Adoption of Resolution Authorizing Application for the California Strategic Growth Council Community Resilience Centers Grant, was heard at the Special meeting.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding pursuant to Section 15301 of the California Environmental Quality Act (CEQA) Guidelines

2. Adopt the attached resolution authorizing the application for grant funds from the California Strategic Growth Council Community Resilience Centers Program for the Virginia Avenue Park Community Resilience Center for the Public Works Department.

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3. 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.

AIDS/LIFECYCLE 2024

FINISH LINE FESTIVAL

5.F. Accept Proposal and Enter into Agreement with the San Francisco AIDS Foundation for the AIDS/LifeCycle 2024 Finish Line Festival, was heard at the Special meeting.

Recommended Actions
Staff recommends that the City Council:

1. Adopt a finding of categorical exemption pursuant to Section 15323 (Class 23 Normal Operations of Facilities for Public Gatherings) of the California Environmental Quality Act (CEQA) Guidelines; and

2. Authorize the City Manager to negotiate and execute a license agreement with the San Francisco AIDS Foundation for use of the 4 South Beach Parking Lot from June 7-8, 2024, for the
“AIDS/LifeCycle 2024 Finish Line Event.”

FUEL STORAGE
TANKS

5.G. Award Bid to Fleming Environmental Inc. for Testing, Maintenance, and Repair of the City’s Underground and Above-ground Fuel Storage Tanks, was heard at the Special meeting.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of categorical exemption pursuant to Section 15301 and Section 15308 of the California Environmental Quality Act (CEQA) guidelines.

2. Award Bid #4449 to Fleming Environmental Inc. for testing, maintenance, and repair of the City’s underground and above-ground fuel storage tanks for the Public Works Department.

3. Authorize the City Manager to negotiate and execute agreement with Fleming Environmental Inc. in an amount not to exceed $100,000 for one year, with four additional one-year renewal options at 3% increases per year for a total amount not to exceed $531,000 over a five-year period, with future year funding contingent on Council budget approval.

POLICE DEPARTMENT

CAMERA SYSTEMS

5.H. Approval of First Modification of Agreement No. 10796 (CCS) with Axon Enterprises, Inc. for In-Car Camera Systems, Body Worn Cameras, and Cloud-Based Memory Storage for the Police Department, was heard at the Special meeting.

Recommended Action
Staff recommends that the City Council:

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1. 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.

2. Authorize the City Manager to negotiate and execute a first modification to agreement #10796 in the amount of $3,155,360 (including a 10% contingency) with AXON Enterprises for the purchase of camera systems to include Body Worn Cameras (BWC), in-car cameras, and interview room cameras. The agreement will also be for the purchase of vital software components to include Evidence.com, a video management and storage system and Performance, an auditing and reviewing software. This will result in a 10-year amended agreement with a new total amount not to exceed $5,199,625.

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

PUBLIC INPUT ON

REMAINING AGENDA
ITEMS:

This item was heard at the Special Meeting.

CONTINUED ITEMS:

BOARDS AND

COMMISSIONS

APPOINTMENTS

8.A. Annual Appointments to the following Boards and Commissions, were heard at the Special meeting.

Board/
Commission
No.
of
Seats
Term End
Date
Special Requirements
Disabilities
Commission
1 6/30/2027 Must be self-identified person with a
disability and reside in the City.

Housing
Commission
1 6/30/2025 Must be a resident of the City and be
an affordable housing program
participant who is 62 years or older.

Public Safety
Reform and
Oversight
Commission
1 6/30/2027 One shall be between 18-22 years.

Urban Forest
Task Force
1 6/30/2025 One must be current or past certified
arborist. Must reside, work or hold
business licenses in the City.

CONTINUE PAST 11:00
P.M.

During the special meeting a motion was made by Mayor Pro Tem Negrete, seconded by Mayor Davis, to continue the meeting and hear items past 11:00 p.m. The motion was approved by the following vote:

AYES: Councilmembers de la Torre, Torosis, Brock, Parra, Zwick, Mayor Pro Tem Negrete, Mayor Davis

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NOES: None
ABSENT: None

RECESS OF SPECIAL

CITY COUNCIL

MEETING
On order of the Mayor, the Special City Council Meeting was recessed at 12:06 a.m. and the Regular City Council Meeting was reconvened to hear Items 10.A, 10.B, and 10.C.

ORDINANCES:

ELECTRIC LEAF

BLOWERS
Councilmember Zwick was
excused at 12:06 a.m.

10.A Second Reading and Adoption of Ordinance No. 2753 (CCS) entitled “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

SANTA MONICA REPEALING SANTA MONICA MUNICIPAL CODE
SECTION 4.08.270 AND AMENDING SECTION 4.12.180, TO PROHIBIT

GAS POWERED LEAF BLOWERS, ALLOWING FOR ELECTRIC LEAF

BLOWERS, INCLUDING AMENDMENTS TO THE ENFORCEMENT
PROVISIONS”, was presented.

Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

Motion by Councilmember Torosis, seconded by Councilmember Brock, to adopt the ordinance, reading by title only and waiving further reading thereof.

The motion was approved by the following vote:

AYES: Councilmembers Parra, Brock, Torosis, de la Torre, Mayor Pro Tem Negrete, Mayor Davis
NOES: None
ABSENT: Councilmember Zwick

ECONOMIC

RECOVERY

10.B. Second Reading and Adoption of Interim Zoning Ordinance No. 2754 (CCS) entitled “AN INTERIM ZONING ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA TO: (1) PROMOTE ECONOMIC RECOVERY IN THE CITY’S DOWNTOWN DISTRICTS,
INCLUDING THE THIRD STREET PROMENADE AREA, AND (2)

PROVIDE OTHER MINOR AND CLERICAL AMENDMENTS TO THE
ZONING ORDINANCE RELATED TO ECONOMIC RECOVERY”, was
presented.

Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

Motion by Councilmember Torosis, seconded by Mayor Pro Tem Negrete, to adopt the ordinance, reading by title only and waiving further reading thereof.

The motion was approved by the following vote:

AYES: Councilmembers de la Torre, Torosis, Brock, Parra, Mayor Pro Tem Negrete, Mayor Davis
NOES: None

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ABSENT: Councilmember Zwick
HOUSING PROJECTS 10.C. Second Reading and Adoption of Ordinance No. 2755 (CCS) entitled “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA TO AMEND THE TEXT OF THE CITY’S ZONING

ORDINANCE TO PROVIDE INCENTIVES FOR CERTAIN HOUSING

PROJECTS THAT FILED AN APPLICATION PRIOR TO
IMPLEMENTATION OF THE CITY’S 6TH CYCLE (2021-2029)
HOUSING ELEMENT”, was presented.

Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

Motion by Councilmember Torosis, seconded by Councilmember Brock, to adopt the ordinance, reading by title only and waiving further reading thereof.

The motion was approved by the following vote:

AYES: Councilmembers Parra, Brock, Torosis, de la Torre, Mayor Pro Tem Negrete, Mayor Davis
NOES: None
ABSENT: Councilmember Zwick

OPEN CARRY

PROHIBITION

10.D. Introduction and First Reading of an Ordinance Adding Santa Monica Municipal Code Chapter 3.29 to Prohibit the Open Carry of Knives, Daggers, and Swords in Public Areas, was heard at the Special meeting.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding that the proposed ordinance is categorically exempt under Section 15061(b)(3) (Common Sense Exemption) of the CEQA Guidelines.

2. Introduce for first reading an ordinance adding Chapter 3.29 to the Santa Monica Municipal Code establishing regulations prohibiting the open carry of knives, daggers, and swords in public areas.

RETAIL FIREARM

SALE REGULATIONS

10.E. Introduction and First Reading an Ordinance Amending Santa Monica Municipal Code Chapter 3.24 to Regulate Retail Firearm Sales, Establish Additional Firearm Owner Responsibilities, Restrict Weapon Usage on City-Owned Property and Other Locations, Establish a Voluntary Commitment Program, and Ban Non-Serialized Firearms in the City, was heard at the Special meeting.

Recommended Action
Staff recommends that Council:

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1. 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; and

2. Introduce for first reading an ordinance amending Santa Monica Municipal Code Chapter 3.24 to regulate retail firearm sales, establish additional firearm owner responsibilities, restrict weapon usage on City-owned property and other locations, establish a voluntary commitment program, and ban non-serialized firearms in the City.

NUISANCE

ABATEMENT

10.F. Introduction and First Reading of Ordinance Amending the Text of the Santa Monica Municipal Code Creating Article 13, Neighborhood Preservation, and Chapter 13.02, Property Maintenance, and Chapter

13.04, Vacant Properties and Moving Language Found in Chapter 8.96, Abatement of Nuisances, to New Chapter 13.06, Abatement of Nuisances, and Retitling Chapter 8.96 to Reserved, was heard at the Special meeting.

Recommended Action
Staff recommends that the City Council:

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

2. Introduce for first reading an Ordinance amending the text of the Santa Monica Municipal Code by creating new Article 13, Neighborhood Preservation, Chapter 13.02, Property Maintenance, and Chapter

13.04, Vacant Properties, and moving language found in Chapter 8.96, Abatement of Nuisances, to new Chapter 13.06, Abatement of Nuisances, and retitling Chapter 8.96 to Reserved.

3. Adopt Resolution No. 11544 (CCS) Amending the Administrative Citation Schedule of Fines for Fiscal Year 2023-24 to Include Violations of Chapters 13.02, Property Maintenance, 13.04, Vacant Properties, and 13.06, Abatement of Nuisances, to the Administrative Citation Fee Schedule and Removing All Violations of Chapter 8.96, Abatement of Nuisances from the Administrative Citation Fee Schedule.

4. Consider providing direction to staff to return at a future City Council meeting with an item creating a vacant property registration program that includes fees which serve to recover costs associated with the inspection and ongoing monitoring of vacant properties in the City of Santa Monica.

RESOLUTIONS:

POET LAUREATE

PROGRAM

14.A. Adoption of Resolution to Establish a City of Santa Monica Poet Laureate Program, was heard at the Special meeting.

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Recommended Action
Staff recommends that the City Council:

1. 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.

2. Adopt a Resolution establishing a City of Santa Monica Poet Laureate program and the program’s terms and conditions.

3. Authorize the City Manager or designee to take implementing actions necessary to administer the Poet Laureate program.

COUNCILMEMBER
DISCUSSION ITEMS:

DISABILITIES

COMMISSION

16.A. Appointment to one unscheduled vacancy on the Disabilities Commission for a term ending on 6/30/2025, was heard at the Special meeting.

HOUSING

COMMISSION

16.B. Recommendation to rescind the appointment of Kate Evarts to the Housing Commission for failure to attend Commission Meetings; and, Authorization for the City Clerk to publish the vacancy, was heard at the Special meeting.

HOUSING

COMMISSION

16.C. Recommendation to accept Josh Hamilton's resignation from the Housing Commission was heard at the Special meeting.

DISABILITIES

COMMISSION

16.D. Recommendation to accept Debra Senopole's resignation from the Disabilities Commission and authorize the City Clerk to publish the vacancy, was heard at the Special meeting.

COUNCIL CHAMBERS 16.E. Request of Mayor Pro Tem Negrete to direct the City Manager to waive any facility fees and allow the use of the Council Chambers for a public hearing hosted by the California State Board of Equalization (BOE), tentatively scheduled for October 19, 2023, between 9 am- 5 pm.

The meeting will be open to the public and will provide valuable information regarding affordable housing tax credits, was heard at the Special meeting.

HISPANIC HERITAGE
MONTH

16.F. Request of Mayor Pro Tem Negrete and Councilmembers Parra and Brock that, to kick off Hispanic Heritage Month festivities, Council direct the City Manager to (1) waive fees associated with the partial use of the parking lot on the Santa Monica Pier to support the 3rd Annual Santa Monica Classic Car Show scheduled for September 9, 2023, presented by the Pico Youth and Family Center; and (2) allocate up to $7,000 of Council discretionary funds to reimburse the Pico Youth and Family Center for documented expenditures to support sound & stage, entertainment, and promotional materials for this event that will be free and open to the public, was heard at the Special meeting.

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MUNICIPAL &

BUSINESS LEADERS

FROM MAZATLAN,
MEXICO

16.G. Request of Councilmember de la Torre to allocate $2000 of Council discretionary funds to host a delegation of municipal and business leaders from Sister City Mazatlán, Mexico on September 6, 2023. Topics will focus on exchanges of successful experiences in municipal affairs, strengthening ties between the two cities, and discussing business opportunities. Funds will be used for food, transportation and related expenses, was heard at the Special meeting.

MARTIN LUTHER
KING JR.

CELEBRATION

16.H. Request of Councilmember Torosis, Mayor Davis, and Councilmember Zwick to allocate $9000 of Council discretionary funds to the Westside Coalition in support of the annual Martin Luther King Jr. Celebration to be held on January 15, 2024. This celebration will mark the 39th anniversary of the event and will embrace the theme “Stop the Hate, Start the Healing”. The program will be free and open to the public, was heard at the Special meeting.

SANTA MONICAN

RENTERS

16.I. Request of Councilmember Torosis, Councilmember Zwick, and Mayor Davis directing the City Manager and City Attorney to implement and develop recommendations for programs and ordinances to protect the 70 percent of Santa Monicans who are renters amidst record evictions, was heard at the Special meeting.

UNITED HERE LOCAL
11 16.J. Request of Councilmembers Torosis and Zwick that the City Council adopt the resolution titled “A Resolution of the City Council for the City of Santa Monica Declaring Support for the Striking Workers of UNITE HERE Local 11”. Further request of Councilmembers Torosis and Zwick that the City Council direct the City Manager and City Attorney to explore and return to Council with recommendations concerning the adoption of hotel consumer protection and service disruption laws. Recommendations should consider hotel consumer protection and service disruption notification laws in New York City, Newark, and Washington, D.C. that mandate notification to guests within 24 hours of becoming aware of a service disruption, including anticipated impacts of any durational strikes or picketing activities at or near a hotel, was pulled by the requestors.

SYRINGE EXCHANGE

PROGRAM

16.K. Mayor Davis, Mayor Pro Tem Negrete, and Councilmember Brock directs the City Manager and City Attorney to investigate and analyze the process employed by the LA County Department of Public Health leading to its syringe exchange program in Santa Monica in light of the August 14, 2023 California appellate court decision of Grant Park Neighborhood Association Advocates v. Department of Public Health, Santa Cruz County, Third Appellate District, holding the California Department of Public Health is required to engage in a fully interactive process with affected local jurisdictions prior to implementing a syringe exchange program, then return with information and take all necessary

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action consistent with ensuring the legally required process is followed.

On September 13, 2022, the City Council unanimously authorized sending a letter seeking the assistance of Los Angeles County in immediately moving the Harm Reduction Syringe Services Program to a service rich environment (preferably indoors) where individuals in need of substance abuse, mental health, and other services can coordinate and work directly with service providers. Subsequently, Los Angeles County transitioned to operating the Harm Reduction Syringe Services Program via mobile vans that operates for a cumulative three hours per week, was heard at the Special meeting.

AHPP & STATE

DENSITY BONUS

16.L. Councilmembers Brock, de la Torre and Parra request that the City Manager and City Attorney explain the following: (1) the relationship between AHPP and the ability to be eligible for State Density Bonus and (2) whether AHPP requirements are consistent with income requirements under State Density Bonus law. Also, the City Manager and City Attorney are being asked to discuss the compounding effects of the AHPP and State Density Bonus on building height and density. On April 11, 2023 (Agenda item 10-b), the City Council voted to amend the Zoning Ordinance to ensure consistency with State law and the City’s certified Housing Element that included an updated Affordable Housing Production Program (AHPP), was heard at the Special meeting.

SANTA MONICA

HOUSING AUTHORITY
BOARD

16.M. Request of Councilmembers Brock, Parra, and de la Torre, in the spirit of diversity, equity and inclusion, that the City Council desires to provide for the participation of not less than one homeless individual or formerly homeless individual on the Santa Monica Housing Authority Board (SMHAB), and that the City Council hereby appoints the candidate recommended by the Housing Commission, Ms. Courtney Lauretano, to the SMHAB as of today's date, to serve until the formal establishment of the rules pertaining to the selection of the proposed Client Advisory Board representation on the SMHAB is completed, was heard at the Special meeting.

ADJOURNMENT On order of the Mayor, the Regular City Council meeting was adjourned at 12:08 a.m.

ATTEST: APPROVED:

Denise Anderson-Warren Gleam Davis
City Clerk Mayor

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(NOT APPROVED)

CITY OF SANTA MONICA

CITY COUNCIL MINUTES
NOVEMBER 13, 2023
A special meeting of the Santa Monica City Council was called to order by Mayor Davis at 6:01 p.m., on Monday, November 13, 2023, at City Council Chambers, 1685 Main Street, Santa Monica, CA.

Roll Call: Present: Mayor Gleam Davis
Mayor Pro Tem Lana Negrete
Councilmember Phil Brock
Councilmember Oscar de la Torre
Councilmember Christine Parra
Councilmember Caroline Torosis
Councilmember Jesse Zwick
Also Present: City Manager David White
City Attorney Douglas Sloan
City Clerk Denise Anderson-Warren
CONVENE/PLEDGE On order of the Mayor, the City Council convened at 6:01 p.m., with all members present. Councilmember Parra led the assemblage in the Pledge of Allegiance.

PUBLIC INPUT FOR

CLOSED SESSION,

SPECIAL AGENDA

ITEMS AND CONSENT
CALENDAR ONLY:

Members of the public Tom Larmore, Debbie Mulvaney, Cris Gutierrez, Natalya Zernitskaya (time donated by Anushka McCreary), Ellis Raskin, Ted Winterer, Joe Pertel, Sirinya Matute, Barry Snell, Chris Harding (time donated by Laurie Lieberman), Dan Hall (time donated by Michael Dubin, and Michael Feinstein commented on closed session items.

AGENDA

MANAGEMENT
Motion by Councilmember de la Torre, seconded by Councilmember Parra, to continue Item 3.A. to the 11/28 meeting to allow him time to consult with his Attorney’s regarding the potential conflict of interest issue. The vote failed by the following vote:

AYES: Councilmembers de la Torre, Parra, Brock
NOES: Councilmembers Torosis, Zwick, Mayor Pro Tem Negrete, Mayor Davis
ABSENT: None
CLOSED SESSIONS On order of the Mayor, the City Council recessed at 6:40 p.m., to consider closed sessions and returned at 8:12 p.m., with all members present, to report the following:

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3.A. Conference with legal counsel – existing litigation - Gov. Code §54956.9(d)(1): Pico Neighborhood Association and Maria Loya v. City of Santa Monica, L.A.S.C. Case No. BC 616804; Second District Court of Appeal Case No. B295935
The City Attorney advised this matter was heard with no reportable action taken.

3.B. Conference with legal counsel – existing litigation and opt-out of class action settlement regarding PFAS contamination; Gov. Code §54956.9(d)(1): In re Aqueous Flim-Forming Foams Products Liability Litigation, No. 2:18-mn-02873-RMG (D.S.C.)
The City Attorney advised this matter was heard with no reportable action taken.

3.C. Conference with legal counsel – consider initiation of litigation regarding PFAS contamination; Gov. Code §54956.9(d)(4)
The City Attorney advised this matter was heard with no reportable action taken.

3.D. Conference with legal counsel - existing litigation - Gov. Code §54956.9(d)(1): Eric Canonico v. City of Santa Monica; LASC Case No. 21STCV22615 [report out only]
The City Attorney advised the Council approved Settlement Agreement No. 11496 (CCS), in the amount of $397,500 previously approved by Council on October 10, 2023, with a unanimous vote of 7-0.

3.E. Conference with legal counsel - existing litigation - Gov. Code §54956.9(d)(1): Juana Lopez-Sanchez v. City of Santa Monica et al.; LASC Case No. 21STCV45447 [report out only]
The City Attorney advised the Council approved Settlement Agreement No. 11497 (CCS), in the amount of $ 150,000 previously approved by Council on May 23, 2023, unanimous vote of 7-0.

ADJOURNMENT On order of the Mayor, the City Council meeting adjourned at 8:13 p.m.

ATTEST: APPROVED:

Denise Anderson-Warren Gleam Davis
City Clerk Mayor

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(NOT APPROVED)

CITY OF SANTA MONICA

CITY COUNCIL MINUTES
NOVEMBER 14, 2023
A regular meeting of the Santa Monica City Council was called to order by Mayor Davis at 5:31 p.m., on Tuesday, November 14, 2023, at the City Council Chambers, 1685 Main Street, Santa Monica, CA.

Roll Call: Present: Mayor Gleam Davis
Councilmember Phil Brock
Councilmember Oscar de la Torre
Councilmember Christine Parra
Councilmember Caroline Torosis (arrived at 5:40 p.m.)
Councilmember Jesse Zwick (arrived at 5:32 p.m.)

Present: Mayor Pro Tem Lana Negrete
Also Present: City Manager David White
City Attorney Douglas Sloan
Acting City Clerk Esterlina Lugo

CONVENE/PLEDGE
Councilmember Zwick
arrived at 5:32 p.m.

On order of the Mayor, the City Council convened at 5:31 p.m., with Mayor Pro Tem Negrete, Councilmembers Torosis and Zwick absent. Assistant City Manager Susan Cline led the assemblage in the Pledge of Allegiance.

GENERAL PUBLIC
INPUT:

Councilmember Torosis
arrived at 5:40 p.m.

Members of the public Burr Leonard, Peace Quiet, Rhea Devlugt, Anthony, Sara Lee, William Spotts, Michael Pitkin, Jonathan Foster, Jim Harris, and Jerry Rubin on various local issues.

PUBLIC INPUT FOR

CLOSED SESSION,

SPECIAL AGENDA

ITEMS AND CONSENT
CALENDAR ONLY:

Angela Scott, President of the Santa Monica League of Women Voters, read a resolution on the special agenda item United Against Hate Week.

AGENDA

MANAGEMENT
The Mayor announced that the order of Closed Session and Special Agenda items were listed incorrectly in accordance with the Council rules amended on 9/26.

Motion by Mayor Davis, seconded by Councilmember Brock, to hear Special Agenda Items before Closed Session. The motion was unanimously

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approved by voice vote, with Mayor Pro Tem Negrete absent.

SPECIAL AGENDA
ITEMS:

PROCLAMATIONS AND

CITY MANAGER REPORT

4.A. Proclamation: United Against Hate Week, was presented by the Mayor to Erika Bell, Santa Monica-Malibu PTA Council President.

4.B. Transgender Day of Remembrance, was presented by the Mayor and held a moment of silence.

4.C. City Manager’s Report, was presented.

CLOSED SESSIONS: On order of the Mayor, the City Council recessed at 6:10 p.m., to consider closed sessions and returned at 8:04 p.m., with Mayor Pro Tem Negrete absent, to report the following:

3.A. Public Employee Evaluation – Gov. Code Section 54957(b):

Performance evaluation of a public employee; Title: City Manager; Gov. Code Section 54957.6: Conference with labor negotiator; City Negotiator: Mayor; Unrepresented employee: City Manager.

The Mayor advised this matter was heard with no reportable action taken.

ANNOUNCEMENT The Mayor presented the biography of the featured animal from the Santa Monica Animal Shelter. Tux, a six-year-old Pitbull mix, has been at the shelter since July 20, 2023, and is available for adoption.

The Santa Monica Animal Shelter Foundation has instituted a new program that allows sponsorship of an animal which will contribute towards their care.

REPORT ON COUNCIL
TRAVEL
Councilmember Parra traveled to El Salvador and read a joint statement prepared by her and Mayor Pro Tem Negrete regarding their visit in which she reports the following: the country has adopted bitcoin as their national currency; they have rebuilt roads, hospitals, and 980 schools with solar panels; reduced electricity costs made possible by a new dam system that produces energy; and, they are harvesting volcanic energy and utilizing the renewable energy efforts to build workforce opportunities for students.

Councilmember de la Torre reported that he traveled to El Salvador where he met will leaders and learned the different measures taken to foster public safety.

CONSENT CALENDAR: All items were considered and approved in one motion unless removed by a Councilmember for discussion.

Motion by Councilmember de la Torre, seconded by Councilmember Brock, to approve all items on the Consent Calendar as presented, reading

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resolutions by title only and waiving further reading thereof. The motion was approved by the following vote:

AYES: Councilmembers de la Torre, Torosis, Brock, Parra, Zwick, Mayor Davis
NOES: None
ABSENT: Mayor Pro Tem Negrete

RECREATION

MANAGEMENT SYSTEM

5.A. Award Agreement No. 11496 (CCS) to ACTIVE Network, Inc. for a Recreation Management Software System, was approved.

Recommended Action
Staff recommends that the City Council:

1. 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.

2. Award RFP #351 to The ACTIVE Network Inc. for Recreation Management Software System for the Recreation and Arts
Department.

3. Authorize the City Manager to negotiate and execute Agreement No. 11496 (CCS) with ACTIVE Network, in the amount not-to-exceed $218,265 for the first year, including system enhancements, for an initial term of three years and up to three additional one-year extensions with a not-to-exceed amount of $740,515 over the life of the contract.

INDEPENDENT SPIRIT

AWARDS AND LA WINE
& FOOD FESTIVAL

5.B. Authorization to Enter into License Agreement Nos. 11497 (CCS) to 11498 (CCS) for Independent Spirit Awards and LA Wine & Food Festival, was approved.

Recommended Action
Staff recommends that the City Council:

2. Authorize the City Manager to negotiate and execute License Agreement Nos. 11497 (CCS) and 11498 (CCS) with Film
Independent (Spirit Awards) and IMG (LA Wine & Food) to use a portion of Lot 1N from February 12, 2024, to March 8, 2024, and again in 2025 during the same time period.

SUSTAINABLE

TRANSPORTATION

PLANNING GRANT

5.C. Adoption of Resolution No. 11561 (CCS) authorizing the City Manager to accept the awarded Sustainable Transportation Planning Grant and execute an agreement with the California Department of Transportation for the Santa Monica Boulevard Safety Enhancement Study, was approved and adopted.

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Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of categorical exemption pursuant to Section 15252 of the California Environmental Quality Act Guidelines.

2. Adopt Resolution No. 11561 (CCS) entitled: “A RESOLUTION

OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA

TO AUTHORIZE THE CITY MANAGER TO ACCEPT A GRANT
AWARDED IN THE AMOUNT OF $522,327, WITH A
REQUIRED LOCAL MATCH OF $67,673, FROM THE

CALTRANS SUSTAINABLE COMMUNITIES PLANNING

GRANT PROGRAM FOR THE SANTA MONICA BOULEVARD

SAFETY ENHANCEMENT STUDY, AND TO EXECUTE ALL

NECESSARY DOCUMENTS TO ACCEPT THE GRANT AND
ALL GRANT RENEWALS.”

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

4. Authorize and appropriate the required local match of $67,673 from Transportation Impact Fee revenues, for a total project cost of $590,000, as outlined in the Financial Impacts & Budget Actions section of this report.

CLASSIFICATION AND

COMPENSATION

SERVICES

5.D. Award Request for Proposal to CPS Consulting, Koff and Associates, Inc., and Sloan Sakai Yeung & Wong for As-Needed Classification and Compensation Services, was approved.

Recommended Action
Staff recommends that the City Council:

1. 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;

2. Award RFP #362 to CPS Consulting, Koff and Associates, Inc., and Sloan Sakai Yeung & Wong LLP for classification and compensation services on an as-needed basis for the Human Resources Department;

3. Authorize the City Manager to negotiate and execute Agreement Nos. 11499 (CCS) through 11501 (CCS) with CPS Consulting, Koff and Associates, Inc, and Sloan Sakai Yeung & Wong LLP for classification and compensation services on an as-needed basis, for a total aggregate amount for the three agreements, not to exceed $2,000,000 over a five-year period, with future year funding contingent on Council budget approval.

ANTISCALANT AND CIP

CHEMICALS

5.E. Award Purchase Orders to Avista Technologies as Primary and King Lee Technologies as Backup for Antiscalant and CIP Chemicals, was approved.

Recommended Action

5.K
Packet Pg. 288 Minutes Acceptance: Minutes of Nov 14, 2023 5:30 PM (CONSENT CALENDAR) 5 November 14, 2023
Staff recommends that the City Council:

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

2. Award Bid #4461 to Avista Technologies Corporation as the primary vendor for the purchase of antiscalant and clean-in-place (CIP) chemicals; and to King Lee Technologies as the secondary vendor for the purchase of CIP chemicals for the Public Works Department.

3. Authorize the Procurement Manager to issue a purchase order with Avista Technologies Corporation for antiscalant and CIP chemicals for a total amount not to exceed $4,205,000 over a five-year period, with future year funding contingent on Council budget approval.

4. Authorize the Procurement Manager to issue a purchase order with King Lee Technologies for CIP chemicals for a total amount not to exceed $1,600,000 over a five-year period, with future year funding contingent on Council budget approval.

SALES AND USE TAX

AUDIT AND

INFORMATION

SERVICES

5.F. Award RFP No. 380 and enter into Agreement No. 11502 (CCS) with Hinderliter, de Llamas & Associates to Provide Sales and Use Tax Audit and Information Services, was approved.

Recommended Action
Staff recommends that the City Council:

1. 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.

2. Award RFP 380 to Hinderliter, de Llamas & Associates to provide sales and use tax audit and information services for the Finance Department.

3. Authorize the City Manager to negotiate and execute a Professional Services Agreement No. 11502 (CCS) with Hinderliter, de Llamas & Associates, a California Corporation, in an estimated amount of $516,000 for five years with one three-year renewal option, with future year funding contingent on Council budget approval.

POLICE CANINE

RETIREMENT

5.G. Approval of Police Canine Retirement, was approved.

Recommended Action
Staff recommends that the City Council:

1. Authorize the retirement of police service dog Arko from Police service.

2. Authorize Arko be sold to Santa Monica Police Officer Louis Marioni for the sum of one dollar.

3. 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

5.K
Packet Pg. 289 Minutes Acceptance: Minutes of Nov 14, 2023 5:30 PM (CONSENT CALENDAR) 6 November 14, 2023

PUBLIC SAFETY

VEHICLES

5.H. Authorize a Purchase Order for the Purchase of Ford Police Interceptor Utility Vehicles for the Police and Fire Departments, was approved.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Section 15302 (Replacement or Reconstruction) of the California Environmental Quality Act (CEQA) guidelines.

2. Authorize the Procurement Manager to issue a purchase order with Folsom Lake Ford for the purchase of forty-two Ford Interceptor Utility Vehicles for the Police and Fire Departments. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250 (c) and is for a total amount not to exceed $3,175,000 (including a 10% contingency) with future year funding contingent on Council budget approval.

MEDICAL BILLING

REVIEW SERVICES

5.I. Award Agreement No. 11503 (CCS) to Lien On Me, Inc. for Workers’ Compensation Medical Bill Review Services, was approved.

Recommended Action
Staff recommends that the City Council:

1. 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.

2. Award RFP# 367 to Lien On Me Inc. (Lien On Me) for workers’ compensation medical bill review services for the Finance Department;

3. Authorize the City Manager to negotiate and execute Agreement No. 11503 (CCS) with Lien On Me, in an amount not to exceed $485,000 over a five-year period, with future year funding contingent on Council budget approval.

MASTER SERVICES

AGREEMENT

5.J. Second reading and adoption of Ordinance No. 2763 (CCS) entitled: “AN ORDINANCE OF THE COUNCIL OF THE CITY OF

SANTA MONICA AMENDING SANTA MONICA MUNICIPAL CODE
SECTIONS 2.24.110 AND 2.24.220(G) TO DELEGATE AUTHORITY

AND ADJUST AS-NEEDED SERVICES AGREEMENT THRESHOLDS

BASED ON CHANGES TO THE CALIFORNIA CONSTRUCTION
INDEX,” was adopted.

Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

CANNABIS 5.K. Second reading and adoption of Interim Zoning Ordinance No.

5.K
Packet Pg. 290 Minutes Acceptance: Minutes of Nov 14, 2023 5:30 PM (CONSENT CALENDAR) 7 November 14, 2023
2764 (CCS) entitled: “AN INTERIM ZONING ORDINANCE OF THE

CITY COUNCIL OF THE CITY OF SANTA MONICA AMENDING THE
TEXT OF THE ZONING ORDINANCE TO: (1) REPLACE THE TERM
“MEDICAL MARIJUANA DISPENSARY” WITH “MEDICINAL
CANNABIS RETAILER”; (2) REMOVE CERTAIN REQUIREMENTS

FOR MEDICINAL CANNABIS RETAILERS FOR CONSISTENCY
WITH STATE LAW; AND (3) PERMIT MEDICINAL CANNABIS

RETAILERS TO SELL ADULT-USE CANNABIS OR ADULTUSE
CANNABIS PRODUCTS TO PERSONS 21 YEARS OF AGE AND
OVER,” was adopted.

Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

CANNABIS 5.L. Second reading and adoption of Ordinance No. 2765 (CCS) entitled: “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA AMENDING SECTION 6.203.010 OF THE SANTA

MONICA MUNICIPAL CODE TO ALLOW MEDICINAL CANNABIS

RETAILERS WITH MEDICINAL CANNABIS PERMITS ISSUED
BEFORE OCTOBER 10, 2023 TO DELIVER, CULTIVATE, AND SELL

ADULT-USE CANNABIS OR ADULT-USE CANNABIS PRODUCTS
TO PERSONS 21 YEARS OF AGE AND OVER, SUBJECT TO SANTA
MONICA MUNICIPAL CODE SECTION 9.31.185,” was adopted.

Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

WASTEWATER

CAPACITY STUDIES

5.M. Second reading and adoption of Ordinance No. 2766 (CCS) entitled: “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA ADDING SECTION 7.04.880 TO THE SANTA

MONICA MUNICIPAL CODE TO REQUIRE WASTEWATER
CAPACITY STUDIES FOR NEW DEVELOPMENTS,” was adopted.

Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

WATER CAPACITY

STUDIES

5.N. Second reading and adoption of Ordinance No. 2767 (CCS) entitled: “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA AMENDING SECTION 7.12.180 OF THE SANTA

MONICA MUNICIPAL CODE TO REQUIRE WATER CAPACITY
STUDIES FOR NEW DEVELOPMENTS,” was adopted.

Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

ACCESS AND STREET 5.O. Second reading and adoption of Ordinance No. 2768 (CCS)

5.K
Packet Pg. 291 Minutes Acceptance: Minutes of Nov 14, 2023 5:30 PM (CONSENT CALENDAR) 8 November 14, 2023
IMPROVEMENTS entitled: “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

SANTA MONICA REPLACING THE TEXT OF SANTA MONICA
MUNICIPAL CODE SECTION 7.04.800 IN ITS ENTIRETY AND
RENAMING THE SECTION TO “DEDICATION, EASEMENTS
AND IMPROVEMENTS OF PUBLIC RIGHT-OF-WAY,” was adopted.

Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

AFSCME LOCAL 4819 5.P. Adoption of Resolution No. 11562 (CCS) to Accept Tentative Agreement and Authorize Execution of MOU with AFSCME Local 4819, was approved and adopted.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of categorical exemption pursuant to Section 15324 (Class 24 Regulations of Working Conditions) of the California Environmental Quality Act (CEQA) Guidelines;

2. Adopt the proposed Resolution No. 11562 (CCS) entitled: “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA MONICA ACCEPTING THE TENTATIVE

AGREEMENT AND AUTHORIZING THE CITY MANAGER TO

EXECUTE A MEMORANDUM OF UNDERSTANDING WITH
THE AFSCME LOCAL 4819, MANAGEMENT TEAM
ASSOCIATION” (Attachment A) accepting the Tentative
Agreement (TA) and authorizing the City Manager to execute a Memorandum of Understanding (MOU) with the AFSCME Local 4819, Management Team Association (AFSCME);

3. Adopt the salary schedule (Attachment B); and

4. Authorize budget changes as outlined in the Financial Impacts & Budget Actions section of this report.

MINUTES 5.Q. The minutes of the regular City Council meeting of October 10, 2023, 5:30 p.m., were approved as submitted.

COUNCIL MEETING

CANCELLATION

5.R. Cancellation of Regular City Council Meeting for January 9, 2024, was approved.

Recommended Action
Staff recommends that the City Council vote to cancel the regular meetings scheduled for January 9, 2024, due to a lack of a quorum.

PUBLIC INPUT ON

REMAINING AGENDA
ITEMS:

Members of the public Michael Pitkin, Ellis Raskin and Denise Barton commented on Item 16.B.

Members of the public Jerry Rubin, Natalya Zernitskaya, Sam ShapiroKline, Eli Gil, Carl Hansen, Caro Vilain, Austin Washington, Marcie Kravitz

5.K
Packet Pg. 292 Minutes Acceptance: Minutes of Nov 14, 2023 5:30 PM (CONSENT CALENDAR) 9 November 14, 2023
(time donated by Kim B.), Ellis Raskin, Kent Strumpell, Denise Barton, Ken, Paula Cizek, Laura Joy, Sachin Goel, Mario Melgareo and Dr. Kahn commented on Item 16.C.

ORDINANCES:

FEEDING ANIMALS

10.A. Introduction and First Reading of an Ordinance Modifying Santa Monica Municipal Code Chapter 4.04.390 to Prohibit Feeding Animals or Birds on the Pier and the Beach, was presented.

Recommended Action
Staff recommends that the City Council:

1. Adopt a finding that the proposed ordinance is categorically exempt under Section 15061(b)(3) (Common Sense Exemption) of the CEQA Guidelines.

2. Introduce for first reading the attached ordinance amending Santa Monica Municipal Code Section 4.04.390 in its entirety to clarify specific areas and to restrict feeding animals and birds on the Santa Monica Pier and the beach.

Questions asked and answered of staff included if there is a plan to deter the public from feeding birds, aside from the monetary fine, and if there have been any attempts from staff to positively intervene to prevent this from occurring. Additionally, how will the public be made aware of the feeding restrictions.

Discussion ensued on addressing the water quality issue without criminalizing bird feeding and offering positive interventions to the public to avoid being subject to penalty fines. In addition to signage postings at the pier and on social media, suggestion to post QR codes providing information to educate the public.

Motion by Councilmember de la Torre, seconded by Councilmember Brock, to approve the staff recommendations to introduce and hold first reading of the ordinance reading by title only and waiving further reading thereof. The motion was approved by the following vote:

AYES: Councilmembers Zwick, Parra, Brock, Torosis, de la Torre, Mayor Davis
NOES: None
ABSENT: Mayor Pro Tem Negrete

COUNCILMEMBER
DISCUSSION ITEMS:

LANDMARKS

COMMISSION

16.A. Recommendation to accept Jonathan Kaplan's resignation from the Landmarks Commission and authorize the City Clerk to publish the vacancy, was presented.

Motion by Mayor Davis, seconded by Councilmember Torosis, to accept the resignation with gratitude and authorize the City Clerk to publish the

5.K
Packet Pg. 293 Minutes Acceptance: Minutes of Nov 14, 2023 5:30 PM (CONSENT CALENDAR) 10 November 14, 2023
vacancy.

The motion was unanimously approved by voice vote, with Mayor Pro Tem Negrete absent.

CALIFORNIA
PROPOSITION 1

16.B. Request of Councilmember Torosis, Councilmember Zwick and Mayor Davis that the City Council support California Proposition 1, was presented.

Motion by Councilmember de la Torre, seconded by Councilmember Parra, to support California Proposition 1.

The motion was unanimously approved by voice vote, with Mayor Pro Tem Negrete absent.

VISION ZERO 16.C. Request of Councilmember Zwick, Councilmember Torosis, and Mayor Davis to strengthen the City’s Vision Zero commitment to eliminate all fatal and severe-injury crashes from Santa Monica’s roads in light of the recent tragic fatal crash involving a cyclist on Idaho Avenue. Santa Monica has made great strides in advancing this ambitious goal, yet more work remains to fully realize the initiative. To that end, the City Council directs the City Manager to work with staff to implement the following initiatives to improve roadway safety through what are commonly referred to as the three E’s of transportation safety: engineering, enforcement, and education, was presented.

Motion by Councilmember Parra, seconded by Councilmember Brock, to support the City’s Vision Zero commitment and direct the City Manager to work with staff to implement the three E’s of transportation safety.

The motion was unanimously approved by voice vote, with Mayor Pro Tem Negrete absent.

ADJOURNMENT: On order of the Mayor, the City Council meeting was adjourned at 9:34 p.m. in memory of Tania Mooser, Tom Roszhart and Paul Jamar.

ATTEST: APPROVED:

Esterlina Lugo Gleam Davis
Acting City Clerk Mayor

5.K
Packet Pg. 294 Minutes Acceptance: Minutes of Nov 14, 2023 5:30 PM (CONSENT CALENDAR) Public Financing Authority
Report
City Council Meeting: November 28, 2023
Agenda Item: 5.L
1 of 1
To: Public Financing Authority
From: Denise Anderson Warren, City Clerk, Records and Election Services Department
Subject: Approval of minutes for Public Financing Authority meetings Recommended Action
Staff recommends that the Public Financing Authority approve the minutes for March 23, 2021 and July 13, 2021 meetings.

Prepared By: Maria Dacanay, Administrative Analyst
Approved Forwarded to Council
Attachments:

A. March 23, 2021 Public Financing Authority minutes
B. July 13, 2021 Public Financing Authority minutes

5.L
Packet Pg. 295
1 March 23, 2023
(NOT APPROVED)

CITY OF SANTA MONICA

PUBLIC FINANCING AUTHORITY MEETING MINUTES
MARCH 23, 2021
A special meeting of the Public Financing Authority was called to order by Chair Himmelrich at 8:30 p.m., on Tuesday, March 23, 2021, via teleconference pursuant to the Governor’s Executive Order N-29-20 at https://primetime.bluejeans.com/a2m/live-event/rvxhjxyp.

Roll Call: Present: Chair Sue Himmelrich
Chair Pro Tem Kristin McCowan
Agency Member Phil Brock
Agency Member Gleam Davis
Agency Member Oscar De La Torre
Agency Member Kevin McKeown
Agency Member Christine Parra
Also Present: Interim Executive Director Lane Dilg
Interim Agency Attorney George S. Cardona
Agency Secretary Denise Anderson-Warren
CONVENE On order of the Chair, the Public Financing Authority convened to a joint meeting with the City Council at 8:30 p.m., with all members present.

BONDS ISSUANCE 8.C. Adoption of Resolutions Nos. 11328 (CCS) and 16 (PFA) Authorizing Issuance of Lease Revenue Refunding Bonds (Parking Structure 6 Project), Series 2021A and Series 2021B, was presented.

Recommended Action
Staff recommends that the City Council:

1. Adopt the attached Resolution Authorizing Issuance of Lease Revenue Refunding Bonds (Parking Structure 6 Project), Series 2021A and Series 2021B (Attachment A), and approve the related documents required for the Issuance of Lease Revenue Refunding Bonds (Parking Structure 6 Project), Series 2021A and Series 2021B (Attachments D, E, F, G, H and I).

Staff recommends that the Public Financing Authority:

1. Adopt the attached Resolution Authorizing Issuance of Lease Revenue Refunding Bonds (Parking Structure 6 Project), Series 2021A and Series 2021B (Attachment B), and approve the related documents required for the Issuance of Lease Revenue Refunding

5.L.a
Packet Pg. 296 Attachment: March 23, 2021 Public Financing Authority minutes [Revision 1] (6144 : Public Financing Authority Minutes) 2 March 23, 2023
Bonds (Parking Structure 6 Project), Series 2021A and Series 2021B (Attachments C, D, E, F, G, H and I).

There was no public comment for this item.

Questions asked and answered of staff included, what collateral did we provide for parking structure #6.

Motion by Councilmember McKeown, seconded by Councilmember Davis, that the City Council adopt Resolution No. 11328 (CCS) authorizing issuance of lease revenue refunding bonds. The motion was approved by the following vote:

AYES: Councilmembers de la Torre, Brock, McKeown, Davis, Parra, Mayor Pro Tem McCowan, Mayor Himmelrich
NOES: None
ABSENT: None
Motion by Authority Member McKeown, seconded by Authority Member de la Torre, that the Public Financing Authority adopt Resolution No. 16 (PFA) authorizing issuance of lease revenue refunding bonds. The motion was approved by the following vote:

AYES: Authority Members Parra, Davis, McKeown, Brock, de la Torre, Chair Pro Tem McCowan, Chair Himmelrich
NOES: None
ABSENT: None
MINUTES 8.D. Minutes for Public Financing Authority meeting, were presented.

Recommended Action
Staff recommends that the Public Financing Authority approve the minutes of the October 27, 2020 meeting.

Motion by Chair Pro Tem McCowan, seconded by Authority Member McKeown, to approve the staff recommendation. The motion was approved by the following vote:

AYES: Authority Members de la Torre, Brock, McKeown, Davis, Parra, Chair Pro Tem McCowan, Chair Himmelrich
NOES: None
ABSENT: None

5.L.a
Packet Pg. 297 Attachment: March 23, 2021 Public Financing Authority minutes [Revision 1] (6144 : Public Financing Authority Minutes) 3 March 23, 2023
ADJOURNMENT: On order of the Chair, the Public Financing Authority meeting was adjourned at 8:35 p.m.

ATTEST: APPROVED:

Denise Anderson-Warren Sue Himmelrich
Agency Secretary Chair

5.L.a
Packet Pg. 298 Attachment: March 23, 2021 Public Financing Authority minutes [Revision 1] (6144 : Public Financing Authority Minutes) 1 July 13, 2021
(NOT APPROVED)

CITY OF SANTA MONICA

PUBLIC FINANCING AUTHORITY MEETING MINUTES
JULY 13, 2021
A special meeting of the Public Financing Authority was called to order by Chair Himmelrich at 8:26 p.m., on Tuesday, July 13, 2021, at City Council Chambers, 1685 Main Street.

Roll Call: Present: Chair Sue Himmelrich
Chair Pro Tem Kristin McCowan
Agency Member Phil Brock
Agency Member Gleam Davis
Agency Member Oscar De La Torre
Agency Member Christine Parra

Absent: Agency Member Lana Negrete
Also Present: Interim Executive Director John Jalili
Interim Agency Attorney George S. Cardona
Agency Secretary Denise Anderson-Warren
CONVENE On order of the Chair, the Public Financing Authority convened to a special joint meeting with the City Council at 8:26 p.m., with Authority Member Negrete absent.

REPORT ON MEETING

COMPENSATION
Pursuant to State law, Agency Secretary Anderson-Warren announced that members will receive no compensation for meeting as the Public Financing Authority.

CITY YARDS

MODERNIZATION

PROJECT

9.B. Adoption of Resolution No. 11352 (CCS), entitled “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA

MONICA AUTHORIZING THE EXECUTION AND DELIVERY BY

THE CITY OF A GROUND LEASE, A LEASE AGREEMENT, AN

INDENTURE, A BOND PURCHASE AGREEMENT AND A

CONTINUING DISCLOSURE CERTIFICATE IN CONNECTION

WITH THE ISSUANCE OF SANTA MONICA PUBLIC FINANCING

AUTHORITY LEASE REVENUE BONDS (CITY YARDS PROJECT),
SERIES 2021, APPROVING THE ISSUANCE OF SUCH BONDS IN

AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$70,000,000, AUTHORIZING THE DISTRIBUTION OF AN

OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING

AND SALE OF SUCH BONDS AND AUTHORIZING THE

5.L.b
Packet Pg. 299 Attachment: July 13, 2021 Public Financing Authority minutes [Revision 1] (6144 : Public Financing Authority Minutes) 2 July 13, 2021

EXECUTION OF NECESSARY DOCUMENTS AND
CERTIFICATES AND RELATED ACTIONS” and Resolution No. 17 (PFA), entitled, “A RESOLUTION OF THE BOARD OF DIRECTORS

OF THE SANTA MONICA PUBLIC FINANCING AUTHORITY

AUTHORIZING THE EXECUTION AND DELIVERY OF A

GROUND LEASE, A LEASE AGREEMENT, AN INDENTURE AND

A BOND PURCHASE AGREEMENT IN CONNECTION WITH THE

ISSUANCE OF SANTA MONICA PUBLIC FINANCING

AUTHORITY LEASE REVENUE BONDS (CITY YARDS PROJECT),
SERIES 2021, AUTHORIZING THE ISSUANCE OF SUCH BONDS

IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$70,000,000, AUTHORIZING THE DISTRIBUTION OF AN

OFFICIAL STATEMENT IN CONNECTION THEREWITH AND

AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS
AND CERTIFICATES AND RELATED ACTIONS”, was presented.

Recommended Actions
Staff recommends that the City Council:

1. Hold a public hearing, receive public comment, adopt the attached Resolution Authorizing Issuance of Lease Revenue Bonds (City Yards Project) Series 2021 (Attachment A), and approve the related documents required for the Issuance of Lease Revenue Bonds (City Yards Project), Series 2021 (Attachments C, D, E, F, G, and H).

Staff recommends that the Public Financing Authority:

1. Hold a public hearing, receive public comment, adopt the attached Resolution Authorizing Issuance of Lease Revenue Bonds (City Yards Project), Series 2021 (Attachment B), and approve the related documents required for the Issuance of Lease Revenue Bonds (City Yards Project), Series 2021 (Attachments C, D, E, F, G, and H).

There was no public comment on this item.

Motion by Councilmember Brock, seconded by Mayor Pro Tem McCowan, to adopt Resolution No. 11352 (CCS) and the staff recommendation. The motion was approved by the following vote:

AYES: Councilmembers de la Torre, Brock, Davis, Parra Mayor Pro Tem McCowan, Mayor Himmelrich
NOES: None
ABSENT: Councilmember Negrete
Motion by Authority Member Brock, seconded by Authority Member Davis, to adopt Resolution No. 17 (PFA), and the staff recommendation.

5.L.b
Packet Pg. 300 Attachment: July 13, 2021 Public Financing Authority minutes [Revision 1] (6144 : Public Financing Authority Minutes) 3 July 13, 2021
The motion was approved by the following vote:

AYES: Authority Members Parra, Davis, Brock, de la Torre, Chair Pro Tem McCowan, Chair Himmelrich
NOES: None
ABSENT: Authority Member Negrete
MINUTES 9.C Approval of minutes for Public Financing Authority meeting, was presented.

Recommended Action
Staff recommends that the Public Financing Authority approve the minutes of the March 23, 2021 meeting.

Motion by Chair Pro Tem McCowan, seconded by Authority Member Brock, to adopt the staff recommendation. The motion was approved by the following vote:

AYES: Authority Members de la Torre, Brock, Davis, Parra, Chair Pro Tem McCowan, Chair Himmelrich
NOES: None
ABSENT: Authority Member Negrete
ADJOURNMENT: On order of the Chair, the Public Financing Authority meeting was adjourned at 8:33 p.m. with Authority Member Negrete absent.

ATTEST: APPROVED:

Denise Anderson-Warren Sue Himmelrich
Agency Secretary Chair

5.L.b
Packet Pg. 301 Attachment: July 13, 2021 Public Financing Authority minutes [Revision 1] (6144 : Public Financing Authority Minutes) City Council
Report
City Council Meeting: November 28, 2023
Agenda Item: 16.A
1 of 1
To: Mayor and City Council
From: Denise Anderson Warren, City Clerk, Records and Election Services Department
Subject: Request of the Human Services Commission to declare a Commissioner's seat vacant due to absenteeism and lack of communication from the incumbent.

Prepared By: Xavier Mota, Staff Assistant III
Approved Forwarded to Council

16.A
Packet Pg. 302
City Council
Report
City Council Meeting: November 28, 2023
Agenda Item: 16.B
1 of 1
To: Mayor and City Council
From: Denise Anderson Warren, City Clerk, Records and Election Services Department
Subject: Request of Councilmember Torosis, Councilmember Zwick, and Mayor Davis to allocate $10,000 of Council discretionary funds for the Girl Central, Rockstar Kids, and Peace Camp community programs operated by local multi faith nonprofit Church in Ocean Park (CIOP). These programs seek to empower youth, particularly girls, children with disabilities, and economically disadvantaged youth, through a variety of programs that promote education, community building and leadership skills.

Prepared By: Denise Anderson Warren, City Clerk
Approved Forwarded to Council
Attachments:

A. Discretionary Funds as of 11.20.23

16.B
Packet Pg. 303
Council Discretionary Funds
as of 11/20/23
Sources (All Available Funds are start of FY 2023‐24):

Amount
Unspent and uncommitted funds from prior year $ 29,769.72 FY 2023‐24 ‐ New Appropriation 125,150.00
Total unspent funds and new appropriation $ 154,919.72 Uses (Programmed Discretionary Funds):

Description Amount Programmed Date
Santa Monica Pony League to repair scoreboard at Los Amigos Park $ (5,000.00) Rollover programmed from prior year Ocean Park Association for Annual 4th of July Parade (15,000.00) Budget Adoption FY 2023‐24, 6/27/23 Business Improvement District (BID) Annual Support (29,000.00) Budget Adoption FY 2023‐24, 6/27/23 Pico Youth and Family Center (PYFC) Car Show (7,000.00) Council meeting, 8/22/23, Item 16F Expenses to host delegation of municipal and business leaders from Sister City Mazatlan, Mexico
(2,000.00) Council meeting, 8/22/23, Item 16G
Westside Coalition for Martin Luther King, Jr. Celebration (9,000.00) Council meeting, 8/22/23, Item 16H Samohi Symphony Orchestra for performing tour in Germany (15,000.00) Council meeting, 10/24/23, Item 16C Lincoln Middle School Band & Orchestra for performance in San Francisco (5,000.00) Council meeting, 10/24/23, Item 16D Total Programmed (87,000.00) $
Unprogrammed Balance Available 67,919.72 $
11/20/2023

16.B.a
Packet Pg. 304 Attachment: Discretionary Funds as of 11.20.23 (6157 : Discretionary funds for Girl Central, Rockstar Kids, and Peace Camp) City Council
Report
City Council Meeting: November 28, 2023
Agenda Item: 16.C
1 of 1
To: Mayor and City Council
From: Denise Anderson Warren, City Clerk, Records and Election Services Department
Subject: Request of Mayor Pro Tem Negrete and Councilmembers Brock and Parra that the City Council allocate $5,000 of their Discretionary Funds to the Samohi Co-Ed Wrestling Team, a 501(c)(3). The funding will be used to offset costs related to transportation, tournament fees, lodging for out-of-town tournaments and equipment, thereby allowing all students on the team to participate in all activities for the season.

Prepared By: Denise Anderson Warren, City Clerk
Approved Forwarded to Council
Attachments:

A. Discretionary Funds as of 11.20.23

16.C
Packet Pg. 305
Council Discretionary Funds
as of 11/20/23
Sources (All Available Funds are start of FY 2023‐24):

16.C.a
Packet Pg. 306 Attachment: Discretionary Funds as of 11.20.23 (6158 : Discretionary funds to Samohi Co-Ed Wrestling team)

Santa Monica City CouncilNovember 28, 2023

Santa Monica City Council
November 28, 2023