Agenda packet, second session — Santa Monica City Council, October 8, 2024 (part 1 of 6)

City of Santa Monica
City Council Meeting
AGENDA

PHIL BROCK
MAYOR

GLEAM DAVIS 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

NIKIMA NEWSOME

CITY CLERK

STANDARDS OF BEHAVIOR THAT PROMOTE CIVILITY AT ALL PUBLIC MEETINGS:
• Treat everyone courteously; • Embrace respectful disagreement and dissent as democratic rights, inherent components of an inclusive
public process, and tools for forging sound decisions
• Hate has no place in Santa Monica. The City opposes
abusive or threatening hate speech, intolerance, or
dehumanization, and supports basic civil respect and
human decency.
• Listen to others respectfully;
• Exercise self-control;
• Give open-minded consideration
to all viewpoints;
• Focus on the issues and avoid
personalizing debate;
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: 10/9/2024 11:09 AM Page 2

RULES OF ORDER FOR THE CONDUCT OF CITY COUNCIL MEETINGS (Resolution No.11585(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 by 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.

Levine Act Disclosure. Pursuant to the Levine Act (Govt Code Section 84308), any party to a permit, license, contract, or other entitlement before the Council is required to disclose on the record any contribution, including aggregated contributions, of more than $250 made by the party or the party's agents within the preceding 12 months to any City official. Participants and agents are requested to make this disclosure as well. The disclosure must include the name of the party, participant, or agent, and any other person making the contribution; the name of the recipient, the amount of the contribution, and the date the contribution was made. Information regarding the Levine Act can be found here or you can contact the FPPC.

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

4. Closed Session.

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: 10/9/2024 11:09 AM Page 3

AGENDAS

CITY OF SANTA MONICA

REGULAR MEETING

CITY HALL COUNCIL CHAMBERS
1685 MAIN STREET, ROOM 250,
TUESDAY, OCTOBER 8, 2024
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
Levine Act Disclosure. Pursuant to the Levine Act (Govt Code Section 84308), any party to a permit, license, contract, or other entitlement before the Council is required to disclose on the record any contribution, including aggregated contributions, of more than $250 made by the party or the party's agents within the preceding 12 months to any City official.

Participants and agents are requested to make this disclosure as well. The disclosure must include the name of the party, participant, or agent, and any other person making the contribution; the name of the recipient, the amount of the contribution, and the date the contribution was made. Information regarding the Levine Act can be found here or you can contact the FPPC.

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.) . Written Comments

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

ITEMS, CONSENT CALENDAR ONLY)

3. SPECIAL AGENDA ITEMS
City of Santa Monica Generated: 10/9/2024 11:09 AM Page 4

3.A. City Manager Report - New Item Received 10/03/2024

4. CLOSED SESSIONS

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

John U.N.B. Doe v. City, LASC 23STCV12746; Hector Orozco v. John Doe:

Does 1-2, LASC 23SMCV03120; John Doe 1 v. City, LASC 23STCV15009; John Doe (A.G.) v. Santa Monica Police Activities League, LASC 23SMCV06066; John JPC Doe v. Doe City, LASC 23STCV22020; John AD Doe v. City, LASC 23STCV26548; John CW Doe v. City, LASC 23STCV29623; John Doe 15 v. City, LASC 24STCV07647; John GA Doe v. Doe City, LASC 24STCV06484; John ULW Doe v. City, LASC 24STCV06768; Joseph Garcia v. SMPAL, LASC 24SMCV01368; John Doe 18 v. City, LASC 24STCV08239; John RR Doe v. City, LASC 24STCV09398; John Doe 33 v. Roe 1, LASC 24STCV15580; John Doe 48 v. City, LASC 24STCV15420; John Doe 49 v. Roe 1, LASC 24STCV19296; Jane EB Doe v. City, LASC 24STCV24146; Jane DD Doe v. City, LASC 24SMCV04421; Jane Doe 1 v. City, LASC 24STCV06207 - New Item Received 10/03/2024

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

City of Santa Monica v. ICSOP, et al.; OCSC Case No. 30-2022-01261243 - New Item Received 10/03/2024
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. Annual Fire Inspection Report per SB1205
Recommended Action
Staff recommends that the City Council:

1. Adopt a resolution acknowledging receipt of a report on the status of statemandated annual fire inspections in the City of Santa Monica pursuant to California Health and Safety Code Section 13146.4; 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.B. Award Contract for Inspection and Maintenance of City’s Stormwater Infrastructure
Recommended Action
Staff recommends that the City Council:

City of Santa Monica Generated: 10/9/2024 11:09 AM Page 5

1. Adopt findings of Categorical Exemptions pursuant to Section 15301 (Existing Facilities) and Section 15308 (Actions for Protection of the Environment), of the California Environmental Quality Act (CEQA) Guidelines;

2. Award RFP# SP2708 to United Storm Water, Inc., a California-based company, to provide inspection and maintenance services for the City’s stormwater infrastructure;

3. Authorize the City Manager to negotiate and execute an agreement with United Storm Water, Inc, in an amount not to exceed $2,626,457 (including a 10% contingency) for five (5) years, with one renewal option of up to two (2) years in the amount of $1,164,203(including 10% contingency) for a total amount not to exceed $3,790,660 over a 7 year period, with the future year funding contingent on council budget approval.

5.C. Adoption of Affordable Housing Production Program Fee Resolutions Recommended Action
Staff recommends that the City Council:

1. Adopt the attached Resolution increasing the Affordable Housing Unit Base Fee by 6.1 percent for new market-rate apartments and condominiums (Attachment A).

2. Adopt the attached Resolution increasing the Affordable Housing Unit Development Cost by 6.1 percent (Attachment B).

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.D. Approval of First Modification to Tyler Technologies Agreement for the Enterprise Resource Planning (ERP) System
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; and

2. Authorize the City Manager to negotiate and execute a first modification to agreement #10062 (CCS) in the amount of $1,851,000 (including a $10,000 contingency) with Tyler Technologies, Inc. (Tyler Tech.), to provide maintenance and support for Tyler’s Enterprise Resource Planning (ERP) software system for the Finance Department. This will result in a 5-year amended agreement with a new total amount not to exceed $6,211,000, with future year funding contingent on Council budget approval.

5.E. Adoption of Resolution Declaring Surplus Properties Recommended Action
Staff recommends that the City Council:

1. Adopt a Resolution declaring the seven City-owned parcels at Assessor Parcel Numbers (APNs) 4290-011-906 (“Apple Building”); 4290-011-903, 4290-011- City of Santa Monica Generated: 10/9/2024 11:09 AM Page 6 904, 4290-011-905 (“Parking Lot 29”); and, APN 4290-011-901, 4290-011-902, 4290-011-909 (“Expo Lot”) as surplus lands to comply with the Surplus Land Act.

2. Adopt a finding of categorical exemption pursuant to Section 15312 of the California Environmental Quality Act (CEQA) Guidelines and a finding of no possibility of significant effect on the environment pursuant to Section 15061(b)(3) of the CEQA Guidelines.

5.F. Accept Proposal and Enter into Agreement with the San Francisco AIDS Foundation for the AIDS/LifeCycle 2025 Finish Line Festival Recommended Action
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, 2025 for the “AIDS/LifeCycle 2025 Finish Line Event.”

5.G. Approval of Cancellation of Regular City Council Meetings for November 12 and 26 and Amending 2024 Council Meeting Resolution
Recommended Action
Staff recommends that the City Council vote to cancel the regular meetings scheduled for November 12 and November 26, 2024, due to a lack of a quorum, and adopt the attached resolution amending the 2024 Council regular meeting calendar.

5.H. Second Reading and Adoption of an Ordinance Amending the Text of the Zoning Ordinance for Consistency with the Goals, Policies, and Programs Set forth in the 6th Cycle (2021-2029) Housing Element; to Allow for the Separate Conveyances of Accessory Dwelling Units in accordance with AB 1033; Incorporate Interim Zoning Regulations Authorizing the Establishment of Objective Design Standards for Housing Projects that Qualify for the Streamlined Ministerial Approval Established by SB35; Integrate Development Standards and Land Use Regulations for the Bergamot Area Plan, with Amendments for Consistency with the Goals, Policies and Programs Set Forth in the 6th Cycle Housing Element, Updates to Development Standards for NonHousing Projects, and Other Minor Amendments for Consistency with the Zoning Ordinance; for Consistency with Recent Updates to State Housing Law; and Making Other Minor Changes, Corrections, and Clarifications Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

5.I. City Council - Regular Meeting - Dec 19, 2023 5:30 PM - New Item Received 10/03/2024

6. PUBLIC INPUT ON REMAINING AGENDA ITEMS
City of Santa Monica Generated: 10/9/2024 11:09 AM Page 7 . Public Input for 12-Items will be heard at the time when the Public Hearing is called.

7. STUDY SESSION

7.A. Study Session on the City of Santa Monica's Proposed Games Agreement with the LA28 Olympic and Paralympic Games Organizing Committee Recommended Action
Staff recommends that the City Council:

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

2. Hold a study session on the Games Agreement and options and alternatives to host beach volleyball for the LA28 Olympics, weighing the potential benefits of direct involvement against the potential long-term financial and legal risks to the City;

3. Receive public comment; and

4. Provide direction to staff on how to proceed.

7.B. Budget Study Session on Enhancing Public Safety and Addressing Homelessness
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Section 15061(b)(3) of the California Environmental Quality Act (CEQA); and

2. Provide direction on making investments to enhance public safety and address homelessness in connection with Measures K and PSK on the November 2024 ballot.

8. CONTINUED ITEMS
No items

9. ADMINISTRATIVE PROCEEDINGS
No items

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

11. STAFF ADMINISTRATIVE ITEMS
City of Santa Monica Generated: 10/9/2024 11:09 AM Page 8

11.A. Approve Deal Terms and Authorize Development and Disposition Agreement (DDA) and Ground Lease for 1318 4th Street
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding that the actions to approve the Ground Lease and DDA for the Project (as described in the staff recommendation, below) are exempt from CEQA pursuant to CEQA Guideline section 15182 and a finding that the Project has been previously analyzed in the Downtown Community Plan Environmental Impact Report (SCH# 2013091056) and the 6th Cycle Housing Element Environmental Impact Report (SCH# 2020100575).

2. Authorize the City Manager to negotiate and execute a Ground Lease with a ninety-nine (99) year term and a Disposition and Development Agreement (DDA), with EAH Inc for development and operation of affordable and permanent supportive housing on City-owned property located at 1318 4th Street (the “Project”).

3. Authorize the City Manager to award a grant in an amount not to exceed $2,000,000, to be used for pre-development costs for the Project, as negotiated in the DDA.

4. Adopt a finding that the actions to approve the Ground Lease and DDA for the Project (as described in the staff recommendation, below) are exempt from CEQA pursuant to CEQA Guideline section 15182 and a finding that the Project has been previously analyzed in the Downtown Community Plan Environmental Impact Report (SCH# 2013091056) and the 6th Cycle Housing Element Environmental Impact Report (SCH# 2020100575).

5. Authorize the City Manager to negotiate and execute all necessary documents to make a Housing Trust Fund loan to EAH, Inc. in an amount consistent with the Housing Trust Fund Guidelines loan limits.

12. PUBLIC HEARINGS

12.A. Public Hearing and Adoption of Resolution Approving the California Municipal Finance Authority (“CMFA”) to Issue Revenue Bonds for the Benefit of 1634 20th Street, LP
City of Santa Monica Generated: 10/9/2024 11:09 AM Page 9 Recommended Action
Staff recommends that the City Council:

1. Hold a public hearing under the requirements of the Tax and Equity Fiscal Responsibility Act (“TEFRA”) and the Internal Revenue Code of 1986, as amended;

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; and

3. Adopt a resolution approving the issuance of California Municipal Finance Authority bonds in an amount not-to-exceed $45,000,000 for the benefit of 1634 20th Street LP or a related or successor entity for the purpose of financing or refinancing the acquisition, construction, improvement, and equipping of a multifamily rental housing project located at 1634 20th Street, Santa Monica.

13. REPORTS OF BOARDS AND COMMISSIONS
No items

14. RESOLUTIONS

14.A. Adoption of a Resolution Amending the Council Rules of Procedure Regarding Councilmember Discussion Items (16 items)
Recommended Action
Staff recommends the City Council:

1. Adopt the resolution amending the Council Rules of Procedure regarding Councilmember Discussion Items (16 items); 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.

15. WRITTEN COMMUNICATIONS OTHER THAN REPORTS OF COMMISSION AND

OFFICERS
No items

16. COUNCILMEMBER DISCUSSION ITEMS

16.A. Appointment to one unscheduled vacancy on the Clean Beaches & Ocean Parcel Tax Citizens Oversight Committee for a term ending on June 30, 2025. - New Item Received 10/03/2024
City of Santa Monica Generated: 10/9/2024 11:09 AM Page 10

16.B. Request by Mayor Phil Brock, Vice-Mayor Lana Negrete, and Councilmember Oscar de la Torre that the City Council endorse Proposition 36 on the November 2024 statewide ballot. Proposition 36 makes several key changes related to punishments for theft and drug crimes. First, it increases punishment for some of these crimes. Second, it creates a new treatmentfocused court process for some drug possession crimes. Third, it requires courts to warn people convicted of selling or providing illegal drugs to others they can be charged with murder if they keep doing so and someone dies. (Attachments include the full text of the ballot measure and an analysis by the Legislative Analyst’s Office-The CA Legislature’s Nonpartisan Fiscal and Policy Advisor) - New Item Received 10/03/2024

16.C. Request by Councilmember Davis to direct the City Attorney to prepare and return at the next meeting with an ordinance that would prohibit gifts to Councilmembers, using definitions of gifts and exceptions in the California Political Reform Act, and adding an exception for entry and meals when attending events in an official City capacity. - New Item Received 10/03/2024

16.D. Request of Mayor Brock that the City Attorney and City Manager begin the process to amend the Zoning Ordinance to increase the maximum square footage of an Accessory Dwelling Unit (ADU) from 1,000 sq. ft. to 1,200 sq. ft, which is allowable pursuant to state law. - New Item Received 10/03/2024

16.E. Request by Councilmember Christine Parra and Vice Mayor Lana Negrete that the City Council consider providing additional support for the 4th Annual Westside Unity Classic Car Show presented by Pico Youth & Family Center (PYFC) that took place on the pier on September 14, 2024 by directing the City Manager to retroactively waive the City’s portion of fees for use of the pier parking lot for PYFC. Waived City fees related to the Westside Unity Classic Car Show include the parking lot buy-out fee in an amount up to $11,880. - New Item Received 10/03/2024

16.F. Request of Councilmembers Davis and Zwick that the City Attorney and City Manager review and analyze SB 969, which recently was signed by Governor Newsom, and with due speed take all necessary steps and draft all necessary ordinances and policies that would allow the establishment of an entertainment zone (as that term is defined in SB 969) on the Third Street Promenade in Downtown Santa Monica. - New Item Received 10/03/2024

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

Members of the public unable to attend a meeting but wishing to comment on an item(s) listed on the agenda may submit written comments prior to the meeting by meeting by mailing them to: City Clerk, 1685 Main Street, Santa Monica, CA 90401 or to [email protected]. Written comments received from the public by 12 PM City of Santa Monica Generated: 10/9/2024 11:09 AM Page 11 on the day of the City Council meeting will be distributed to the City Council prior to the meeting and posted online. Members of the public who submit written public comment on an agenda item may be subject to the Levine Act which requires disclosure of campaign contributions of more than $250 to an officer of the City within the preceding 12 months.

City Hall and the Council Chambers 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 #1, #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: October 8, 2024
Agenda Item:
1 of 1
To: Mayor and City Council
From: Nikima Newsome, City Clerk, Records and Election Services Department Subject: Written Comments
Prepared By: David Yakobson, Staff Assistant III
Approved Forwarded to Council
Attachments:

A. Written Comments
Packet Pg. 12
1 David Yakobson
From: David Whatley <[email protected]>
Sent: Tuesday, October 8, 2024 10:45 AM
To: councilmtgitems
Cc: [email protected]
Subject: Agenda Item 1, Public Comment - Ideas pertaining to Latino Voting Rights matterSanta Monica City Council Regular Meeting 10/8/2024

EXTERNAL
October 8, 2024
Dear Santa Monica City Council,
I am writing to offer ideas with regard to moving forward with regard to the Latino Voting Rights matter in The City.

Please see below email communication on which The City of Santa Monica was copied.

Thank you again for your time with this matter.

Sincerely,
David Whatley
From: David Whatley <[email protected]>
Date: Tue, Oct 8, 2024, 10:25 AM
Subject: Ideas pertaining to Latino Voting Rights matter To: <[email protected]>, <[email protected]> Cc: <[email protected]>, <[email protected]>
October 8, 2024

VIA EMAIL
Mr. Daniel Adler, J.D.
([email protected])
Mr. Kevin Shenkman, J.D.
([email protected])
Dear Mr. Adler and Mr. Shenkman,
My name is David Whatley and I am writing to you with regard to Latino Voting Rights.

It was mentioned in a September 2024 local news article that one of the key hindrances with regard to moving forward with regard to the Latino Voting Rights matter in The City of Santa Monica concerns that of legal fees.

In the article the judge is quoted as having said, "I don't know if you can do it, but maybe think outside the box as to how you might come up with a resolution". Here is weblink to the news article for reference:
https://www.surfsantamonica.com/ssm_site/the_lookout/news/News-2024/September2024/09_09_2024_Voting_Rights_Judge_Issues_Dire_Warning.html Item 1
October 8, 2024
Item 1
October 8, 2024

1.a
Packet Pg. 13
Attachment: Written Comments [Revision 1] (6701 : Written Comments) 2 I would like to present to the community the following ideas with regard to this matter:

What if attorneys for both parties agree that a portion of the total legal fees be used to fund community programs for youth? For example a portion of the fees could be used to fund local nonprofits that provide music, sports, and other extracurricular activities to Santa Monica youth.

Two examples that come to mind are The Santa Monica Boys and Girls Club and The Pico Youth and Family Center.

Another idea is that a portion of the fees could also be used to expand education programs in the community for example literacy and other programs at the City's public libraries.

Over the years I have had the honor and privilege to serve as a volunteer on over a dozen American election campaigns including on The George W. Bush and Barack Obama Presidential campaigns.

Voting Rights are a fundamental part of our nation's democracy.

I am advocating that the original court ruling in favor of Latino Voting Rights be implemented in Santa Monica and that a portion of the financial costs associated with this matter be used to fund youth programs and education programs in the community.

Thank you for your time and consideration with regard to my advocacy.

Sincerely,
David Whatley
cc:

VIA EMAIL
The City of Santa Monica
([email protected])
additional cc:

VIA EMAIL
Barack Obama Presidential Library
([email protected])
George W. Bush Presidential Library
([email protected])
Item 1
October 8, 2024
Item 1
October 8, 2024

1.a
Packet Pg. 14
Attachment: Written Comments [Revision 1] (6701 : Written Comments) 1 David Yakobson
From: Vanessa Gibson <[email protected]>
Sent: Monday, October 7, 2024 6:44 PM
To: Jesse Zwick; Caroline Torosis; Lana Negrete; Oscar de la Torre; Christine Parra; Phil Brock; councilmtgitems; Gleam Davis
Subject: Compass Rose - Uphold the Landmark Commissions Decision

EXTERNAL
Santa Monica City Council
1685 Main Street, Room 209
Santa Monica, CA 90401
Re: October 22, 2024
Dear Councilmembers:

Few things are as historically significant as preserving Amelia Earhart’s connection to Santa Monica. Her remarkable contributions, along with those of other pioneering women, are an integral part of the city's rich history. Unfortunately, these contributions are not widely reflected in Santa Monica’s landmarks.

Designating the Compass Rose offers a meaningful opportunity to begin addressing this imbalance. As the last remaining symbol of the 1929 All-Women’s Air Derby, the Compass Rose is unquestionably deserving of landmark status.

I am honored to join the Santa Monica based LA99s in asking for your support to uphold the designation of the Compass Rose as a Santa Monica Landmark.

Sincerely,
Vanessa Gibson
Item 1
October 8, 2024
Item 1
October 8, 2024

1.a
Packet Pg. 15
Attachment: Written Comments [Revision 1] (6701 : Written Comments) 1 David Yakobson
From: Jason Mastbaum <[email protected]>
Sent: Tuesday, October 8, 2024 10:32 AM
To: councilmtgitems; Council Mailbox; Gleam Davis; Phil Brock; Christine Parra; Lana Negrete; Jesse Zwick; Caroline Torosis; Oscar de la Torre Subject: item in general public comment 10/8/2024 "And when Oscar verbally insulted several of our Board members with racial, religious and / or ethnic slurs, Oscar demonstrated that the right to have Social Justice does not apply to everyone." Follow Up Flag: Follow up
Flag Status: Completed

EXTERNAL
This article wasn't published in time to be included in the last meeting's public comment packet, so just sending it in this week for posterity. https://santamonicanext.org/2024/09/in-unearthed-2013-city-staffreport-oscar-de-la-torre-accused-of-attempting-to-instigate-racial-unrest-using-racial-and-religiousslurs --------------------------------------------------------------------- The quotes in this article are taken from a January 2013 city staff report which recommended to city council that they should withdraw funding from the Pico Youth Family Center (PYFC). At the time, nowCouncilmember Oscar de la Torre was the executive director of PYFC. De la Torre is listed as the president of the board of directors on their most recently available tax returns (PDF) and is still listed as receiving a salary. Current Executive director Alex Aldana was the only other person listed as receiving a salary.

For those unfamimiliar, PYFC is a non-profit organization headquartered in the Pico Community in Santa Monica and founded by de la Torre. The organization lists three goals for their mission on their website:

1. To equip underserved youth and their families with the leadership and advocacy skills needed to strengthen and sustain the community in which they live.

2. To promote peace, unity and social justice by modeling cooperation and advancing educational and economic opportunity.

3. To work for positive transformation, and instill hope in our youth by engaging them in creating solutions to our community’s problems.

The first four letters presented in this article are resignation letters by the PYFC board chair and three other PYFC board members in December 2012. The fifth is a letter to the city from the head of the NAACP Santa Monica-Venice Branch regarding PYFC, also in December 2012.

Why cover a 2013 staff report in 2024? I attempted to search for contemporaneous coverage of this in local news outlets such as the Santa Monica Daily Press and Santa Monica Lookout and came up empty.

Item 1
October 8, 2024
Item 1
October 8, 2024

1.a
Packet Pg. 16
Attachment: Written Comments [Revision 1] (6701 : Written Comments) 2 I likewise am not aware of any coverage of this from 2020, when de la Torre first ran for city council. So to the best of my knowledge, this is the first time these letters have been reported on.

For ease of reference, the page numbers listed in this article are the PDF page numbers that will be listed in your PDF viewer and the PDF viewer embedding of the full report below this paragraph, not the original page numbers in the staff report. All bolding in this article and highlighting in the report pages is mine.

Amanda Seward letter of resignation as PYFC board chair (pages 40-45)
The misperceptions and falsehoods generated to retain Oscar’s control over PYFC has created a toxic atmosphere.
…
It was very disturbing to hear statements of an alleged racial conspiracy on the Board. … It was irresponsible to engage in this kind of race baiting.
…
Another Board member, Oscar claimed, wanted his job, presumably merely because she had experience in serving as an executive director of a nonprofit. The Board member was white and the word was spread that this was a grab by the establishment of ” our” organization.

Oscar demonized the organizational development consultant engaged by the City when it was perceived by him that she was critical of his leadership. Oscar claimed she did not like the social justice mission and did not like the Malcolm X portrait on the wall because Malcolm was Muslim and she was Jewish. Oscar also said that she wanted the PYFC to fail because she was on the board of an organization that received an endowment from the Peggy Bergman estate and would stand to benefit with additional monies if the PYFC went under. The charges were ridiculous. …
I must register my grave concerns about his leadership and profound disagreement with his tactics and the modeling it provides the youth.

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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 4 Jan Brook letter of resignation from PYFC board (pages 46-47) During the time which I have been Treasurer of PYFC, I have witnessed repeatedly the inappropriate behavior of the PYFC Executive Director, Oscar de la Torre. While he may mean well, he is an activist at heart and as such, he looks for opposition and conspiracies, encourages resistance, and employs divisive tactics in order to get his way. Unfortunately, this kind of leadership teaches the youth that the end justifies the means.

While Oscar enjoys using the PYFC mantra of Peace, Unity and Social Justice, his behavior these past four weeks has demonstrated that these words only apply to him, and not to others. … And when Oscar verbally insulted several of our Board members with racial, religious and / or ethnic slurs, Oscar demonstrated that the right to have Social Justice does not apply to everyone.

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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 5 Item 1
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 6 Shelly Wood letter of resignation from PYFC board (page 49-50) The behavior that I have observed by the Executive Director and Founder, Oscar de la Torre, is disturbing and unacceptable.
…
Oh November 20th, I was shocked to see PYFC staff and Oscar, picketing outside of the board meeting. It was at this time, that I realized Oscar had breached the confidentiality that we had agreed to. …
I believe that Oscar thrives on dishonesty and manipulates the truth for personal gain. … Oscar, as Executive Director, did not seem to care that the youth and community were being mis-informed [sic]. …
Oscar’s behavior at this meeting was despicable. He tried to polarize the board and make it a racial issue between the African American board members and the Latino board members.

I am now convinced that he should not be in a position where he can influence and lead young minds.

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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 7 Jill Moniz letter of resignation from PYFC board (pages 51-52) I cannot condone the gross misconduct of PYFC executive director Oscar de la Torre. … [He has] demonstrate[d] a pattern of behavior that at best is unethical, at worst illegal. …
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 8 What is more troubling is the board member who abstained from voting received threats from the community because her vote could have swung the decision the other way. These violations of ethical conduct are further evidence of Oscar’ s interference with board governance.

In addition, the executive director admitted to stirring misperceptions of a racial divide on the board to the community in an effort to gain support for his desire to remain executive director. … he betrays his mantra of peace, unity and social justice, by misinforming the public, making threats against the personal safety of the board and attempting to instigate racial unrest. [Oscar] threatened me and another black board member in a private meeting if we did not support him fully…. [He later] alluded to these threats … by referencing said meeting as proof that I wasn’t “on his side” despite his warning.
…
However, after 3 months of my own hard work that was met with nothing but open hostility from Oscar and his staff, I cannot support this organization any further. It would be equally unethical of me not to report this misconduct to the Attorney General.

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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 9 Item 1
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 10 Darrell Goode, President of the NAACP Santa Monica Venice Branch (page 62)
The current administration has not demonstrated this ability to generate inclusive participation between African American and Latino at risk youth.

Recently [Oscar’s] actions and statements in relation to those of other cultures that are not supported by facts are proving to be divisive in our community. … There is the concern that if the Executive Director cannot show respect, support, or collaboration with African American leadership on his board, it may speak to the lack of its support and outreach to the African American population that does not feel valued at the center, indeed they have expressed fear about coming to the center. … Furthermore, this lack of multicultural support, that was apparent in how a consultant who happened to be Jewish was accused of trying to destroy the PYFC and to give the recovered grant funds to the YWCA, is counter-productive to what we see as building towards a community that is inclusive.

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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 11 Item 1
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 15 David Yakobson
From: Wendy Dembo <[email protected]>
Sent: Monday, October 7, 2024 11:35 AM
To: councilmtgitems
Subject: Please don't take away Main Street parking

EXTERNAL
Dear City Council,
During the day, I can park at the beach or near Main Street.

But at night, I must park in the lots behind Main Street, if I go out to dinner. I don't have the money for valet parking.

As it is, I don't feel safe walking from the Victorian to the public parking lot on the other side of it. As a woman, I am always a little anxious about walking after dark.

After a Policeman was stabbed (which is terrible!). I am even more anxious. Is anyone safe in Santa Monica?
Also, my friend has a cafe on Main Street. Their business is already doing poorly because of COVID and the lack of tourists. Taking away their parking would be the last straw. .

I know that the City gets tax revenue from stores and restaurants. You should want them to succeed.

Taking away the parking will hurt the stores and cafes on Main Street.

Then you will only be able to raise money for the City by taxes and bonds. Santa Monica is already expensive for residents. That would make it impossible.

With great concern,
Wendy Dembo
Santa Monica resident
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 16 David Yakobson
From: Wendy Dembo <[email protected]>
Sent: Monday, October 7, 2024 11:41 AM
To: Council Mailbox; councilmtgitems; Council Mailbox; councilmtgitems Subject: Fwd: Please don't take away Main Street parking

EXTERNAL
Dear City Council,
During the day, I can park at the beach or near Main Street.

But at night, I must park in the lots behind Main Street, if I go out to dinner. I don't have the money for valet parking.

As it is, I don't feel safe walking from the Victorian to the public parking lot on the other side of it. As a woman, I am always a little anxious about walking after dark.

I know that the City gets tax revenue from stores and restaurants. You should want them to succeed.

Taking away the parking will hurt the stores and cafes on Main Street.

Then you will only be able to raise money for the City by taxes and bonds. Santa Monica is already expensive for residents. That would make it impossible.

With great concern,
Wendy Dembo
Santa Monica resident
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 1 David Yakobson
From: John Alle <[email protected]>
Sent: Monday, October 7, 2024 9:15 AM
To: The Santa Monica Coalition Organizer
Cc: John Alle
Subject: Santa Monica

EXTERNAL
Are any of us in Santa Monica, inside our homes, carports, storefronts, restaurants or hotel lobbies, safe from unprovoked attacks? Should we be safe at our Police Station? Are these attacks on so many of us the lasting "souvenir" we want to gift even our tourists? City Manager David White and his staff have taken the entire spring and summer to determine from what other programs funds can be transferred to hire 100 more officers Police Chief Batista has publicly said he needs for the last 2 years, and no answers! SMPD's Downtown unit is now reduced from about 34 sworn Officers to 14. All are working overtime. The "Big Boss", City Manager David White, must be fired or the City will face a large collective lawsuit. How comfortable do our City's private unarmed (not even allowed mace) security guards and ambassadors on the Promenade and in our Parks feel today? Public safety is a human right.

Insta
https://www.instagram.com/reel/DA08f_ZCzlK/?utm_source=ig_web_copy_link&igsh=MzRlODBiNWFlZA== YouTube
https://youtu.be/_gnPHtADLgg
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 1 David Yakobson
From: David Whatley <[email protected]>
Sent: Saturday, October 5, 2024 8:36 PM
To: councilmtgitems
Cc: [email protected]; [email protected] Subject: Agenda Item 1, Public Comment - Support for Latino Voting Rights - Santa Monica City Council Regular Meeting 10/8/2024

EXTERNAL
October 5, 2024
Dear Santa Monica City Council,
I am writing to advocate in support of Santa Monica Latino Voting Rights.

It was published in a local news article recently that the next court hearing with regard to Latino Voting Rights is scheduled for November 15, 2024...here is weblink to the article:
https://www.surfsantamonica.com/ssm_site/the_lookout/news/News-2024/September2024/09_09_2024_Voting_Rights_Judge_Issues_Dire_Warning.html It was also published in the same news article that the judge mentioned he can see the litigation lasting for an additional 5-7 years and he asked if both parties could come to a resolution:
"The judge directed the two parties to file briefs by October 31 and set a hearing for November 15. "Well, I think we have a plan," Crowley said. "And I don't know if you can do it, but maybe think outside the box as to how you might come up with a resolution." I am writing to advocate in support of Santa Monica Latino Voting Rights: this litigation has been taking place for over 8 years, costing Santa Monica taxpayers millions of dollars in legal fees:

I am advocating that The City of Santa Monica end the litigation and implement District Elections in accordance with the original court ruling in support of Latino Voting Rights made by The Superior Court of California.

By doing so, The City of Santa Monica will strengthen voting rights for Latinos not just in Santa Monica and California but also throughout the nation.

Thank you for your time with my public comments.

Sincerely,
David Whatley
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 2 cc:

Tanya Pellegrini, J.D.
additional cc:

Mexican Consulate in Washington DC
Sección Comunidades
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 2 David Yakobson
From: Non <[email protected]>
Sent: Sunday, October 6, 2024 2:46 PM
Subject: non-profits increase homelessness

EXTERNAL
i'm going to be homeless soon and i'm trying to prevent that i went to the corrupt non-profit the peoples concern - access center - santa monica and they were corrupt
they said they don't take walk ins. why? they are to help the poor. they said i have to have a phone and to make an appointment.
i can't afford a phone anymore. poor people can't afford phones anymore. they are corrupt for not letting me talk to anyone for homeless prevention. i made the effort to go there in person. they need to take walk ins. thats common sense.
they are corrupt and don't see poor people
if i become homeless, then i will be your problem city of santa monica as i will be on the street. and as you know this city has a lot of homeless already.
https://www.thepeopleconcern.org/
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 3 David Yakobson
From: Jaime Raxten <[email protected]>
Sent: Sunday, October 6, 2024 10:42 AM
To: Phil Brock; Lana Negrete
Cc: Christine Parra; Caroline Torosis; Jesse Zwick; Oscar de la Torre; Gleam Davis; [email protected]; councilmtgitems
Subject: UPDATE ON LOUDSPEAKER IN TARGET PARKING LOT

EXTERNAL
Good Morning:

As I stated in my previous email, there is a new EXTREMELY loud P.A. recording now BLASTING through the neighborhood.

It is emanating from a really high tower pole stationed in the parking lot. At the top are perhaps lights and recording equipment. All supermarkets in Los Angeles have these apparati in their parking lots. I have NEVER heard an extremely loud P.A. recording.

It was BLASTING last night until midnight.
1) I spoke to a Target manager on the afternoon of 10/5. He told me the store had NOTHING to do with the recording. He advised me to call Target Corporate.
2) I finally got through to a Target "Complaint Intake Clerk." He put me on hold for quite some time after I explained the issue to run it by someone. He returned and said Target Corporate has absolutely NOTHING to do with this recording. He advised me that the local Target store controlled the recording. 3) I returned BACK to Target and spoke to ANOTHER manager. She told me that the store had ABSOLUTELY nothing to do with the recording in THEIR parking lot. She advised me to contact Santa Monica PD.
4) This morning I spoke to an intake rep at Santa Monica PD. She explained that she didn't think the SMPD had anything to do with this recording. She said a patrol would arrive at some point and that I MIGHT be contacted.

I have been involved in a really time-consuming runaround situation. This recording starts BLASTING early in the morning and BLASTS every 5-10 minutes CONSTANTLY.

Suddenly the quality of our life here at Silvercrest and in the direct neighborhood has been greatly reduced.

My hands are tied after all my effort. This is the new status quo? We're interred in our small homes having to be blasted with an extremely loud recording every 5-10 minutes 12 hours a day? Item 1
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 4 There must be noise ordinances in the city.

I'm requesting assistance on this matter.

Please.

Mr. Jaime Raxten
(Pronouns: él, le/lo, su)
1530 5th Street, #5
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 5 David Yakobson
From: Jaime Raxten <[email protected]>
Sent: Saturday, October 5, 2024 5:42 PM
To: Phil Brock
Cc: Lana Negrete; Christine Parra; Caroline Torosis; Jesse Zwick; Oscar de la Torre; Gleam Davis; [email protected]; councilmtgitems
Subject: SUPER LOUD TARGET P.A. ANNOUCEMENT

EXTERNAL
Mayor Brock, City Council:

I live at Silvercrest Apartments: 1530 5th Street, #511 As I'm sure you know, there's a Target right next door. On the corner of Broadway & 5th Street.

A medium size parking lot is the only thing that separates the buildings.

They have an issue with non-shoppers parking in the lot.

They have a problem with loitering non-housed individuals who loiter around the premises.

They just started an incredibly LOUD Public Service Announcement:
(Paraphrasing)
"WELCOME TO TARGET. THANK YOU FOR PARKING WITH US. THE PARKING LOT IS ONLY FOR TARGET CUSTOMERS.

It is BLASTING into our apartments. It is heard on 4th and 6th Streets and beyond. It's ricocheting around the neighborhood.

I spoke to a Target manager. First he told me it has nothing to do with Target; "it's the property management company."
Then he told me that I should call Target Corporate.

I have been trying to get in touch with someone from Target Corporate, with no success yet. It's a labyrinthine automated system and it's impossible to get in touch with a live person.

No other business downtown has a blasting outside recorded message.

I told the Target manager that we have problems with the non-housed as well.

He replied: "we have it worse."
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 6 Really? Some of us have been assaulted and robbed. They sneak into our building and wander around trying to get inside our apartments.

There must be a noise ordinance that controls blasting messages in the mixed commercial/residential areas?
PLEASE help. It's unbearable. It's blasting into our units even with the windows shut.

It repeats around every 5 minutes.

Could someone get a hold of someone who is responsible for this and talk some sense into them? They have a security team INSIDE the store.

All they need is ONE security individual OUTSIDE the store.

There's a way to "chalk" the tires to restrict the vehicles to shoppers only.

Did Target ever think about running this new program by the neighbors? We all deal with the un-housed downtown.

We all deal with parking issues.

No one has it worse than anyone else.

We need to work TOGETHER to control the situation. Not pass off the problem onto each other.

Mr. Jaime Raxten
(Pronouns: él, le/lo,su)
1530 5th Street, #511
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 7 David Yakobson
From: John Alle <[email protected]>
Sent: Sunday, October 6, 2024 7:19 AM
To: The Santa Monica Coalition Organizer
Cc: John Alle
Subject: Santa Monica Police

EXTERNAL
Santa Monica residents, businesses, employees, all of us at The Santa Monica Coalition, are praying this brave SMPD Officer survives and fully recovers. Our thoughts are also with the Officer's family and loved ones. Santa Monica and all Americans salute and thank this Officer, and the entire SMPD, for their tireless and courageous efforts to keep all of us safe. God bless and protect Santa Monica's Police Department! Insta
https://www.instagram.com/reel/DAyO0eyiuto/?utm_source=ig_web_copy_link&igsh=MzRlODBiNWFlZA== YouTube
https://youtu.be/BQqvSrHOzik
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 8 David Yakobson
From: John Alle <[email protected]>
Sent: Friday, October 4, 2024 8:12 AM
To: The Santa Monica Coalition Organizer
Cc: John Alle
Subject: Public Safety in Santa Monica

EXTERNAL
Public safety is a human right and cornerstone for Santa Monica's retail, dining, hotel and housing providers.

Residents and tourists are getting short changed and beat up. Mayor Phil Brock, City Council and Council candidates - - 1) Will you commit to allocating funds NOW for the 100 additional officers our Police Chief has requested? 2) Will you commit to an independent audit of how and where the $48 million was spent this year by Santa Monica for addressing homelessness, and an additional $10 million in Homeless Service Grants, much of which is unaccounted for by your hand-picked 'non-profits'? And Mayor Brock, will you please bypass City Manager David White, sit down and meet directly with Police Chief Batista? Like NOW?
Insta
https://www.instagram.com/reel/DAtKHyBiByZ/?utm_source=ig_web_copy_link&igsh=MzRlODBiNWFlZA== YouTube
https://youtu.be/Kon13hpDaQU
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 9 David Yakobson
From: John Alle <[email protected]>
Sent: Saturday, October 5, 2024 7:35 AM
To: The Santa Monica Coalition Organizer
Cc: John Alle
Subject: SANTA MONICA'S Gold Rush For Non-Profits

EXTERNAL
2 realities in Santa Monica. The actual Santa Monica we see everyday, and the reality of cloistered and incompetent City Manager David White who won't demand answers on how and where "non-profits" People Concern, Clare Matrix, The Venice Family Clinic and Step Up On Second, to name just a few.....steal our tax dollars and rip us off.

Insta
https://www.instagram.com/reel/DAvrufrCgEo/?igsh=MzRlODBiNWFlZA== Youtube
https://youtu.be/9cJv5x1MqvY?si=GJFLtmgIJvTe0c4f
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 1 David Yakobson
From: John Alle <[email protected]>
Sent: Wednesday, October 2, 2024 11:06 AM
To: The Santa Monica Coalition Organizer
Cc: John Alle
Subject: SANTA MONICA IS NOT SAFE

EXTERNAL
SANTA MONICA IS NOT SAFE. The 3rd Street Promenade, Ocean Ave., Wilshire Blvd., Parks, Residential Streets and Carports are DANGEROUS. So why is the CEO of 'nonprofit' DTSM (Downtown Santa Monica), ANDREW THOMAS, rewarded with another annual bonus of $22,000? That's on top of a Base Salary over $260,000, annual pay increases, life, health, dental and vision insurance, free parking throughout Santa Monica, and a huge staff. ANDREW THOMAS failed Westwood. Why are property owners on the Promenade and Downtown assessed for this? There is NO Business Improvement District. Isn't the City Council obligated to provide working street lights, fix potholes, empty trash, clean streets, and provide adequate funds for law enforcement, Police and Fire Departments? Insta
https://www.instagram.com/reel/DAoVZTPihej/?utm_source=ig_web_copy_link&igsh=MzRlODBiNWFlZA== YouTube
https://youtu.be/0d6wNRfzfOM
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) 2 David Yakobson
From: A. Shapiro <[email protected]>
Sent: Tuesday, October 1, 2024 4:22 PM
To: councilmtgitems
Subject: PLEASE TELL SMO "NO FLYING TAXIS"

EXTERNAL
Dear Santa Monica City Council Members,
I oppose development of infrastructure for use by Advanced Air Mobility (AAM), including Flying Taxis, at Santa Monica Airport (SMO), as well as any AAM operations to and from SMO.

The aviation industry promises to transform aviation by flooding the congested air above us with many thousands of low-flying Air Taxis over Southern California. The aviation industry provides unsupported claims that Air Taxis are safe, have no significant negative impacts, and will reduce traffic on the ground. They have also spent more than $22B developing and lobbying for Air Taxis, cloaked in secrecy, and with not one shred of evidence that people on the ground want or need them.

SMO would be the key to the beginning of AAM implementation. Agreeing to move forward in any way would have wide reaching impacts throughout the region! It would also make the intended use of the former airport land, a public park, unbearable for visitors.

Please consider the community on the ground and firmly reject any implementation of AAM/Flying Taxis at SMO.

Thank you for your consideration!
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Attachment: Written Comments [Revision 1] (6701 : Written Comments) City Council
Report
City Council Meeting: October 8, 2024
Agenda Item: 3.A
1 of 1
To: Mayor and City Council
From: David White, City Manager, City Manager's Office
Subject: City Manager Report
Prepared By: Sergio Ramirez, Chief of Staff
Approved Forwarded to Council

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City Council
Report
City Council Meeting: October 8, 2024
Agenda Item: 4.A
1 of 1
To: Mayor and City Council
From: Douglas Sloan, City Attorney, City Attorney's Office Subject: Conference with legal counsel - existing litigation - Gov. Code § 54956.9(d)(1): John U.N.B. Doe v. City, LASC 23STCV12746; Hector Orozco v. John Doe: Does 1-2, LASC 23SMCV03120; John Doe 1 v. City, LASC 23STCV15009; John Doe (A.G.) v. Santa Monica Police Activities League, LASC 23SMCV06066; John JPC Doe v. Doe City, LASC 23STCV22020; John AD Doe v. City, LASC 23STCV26548; John CW Doe v. City, LASC 23STCV29623; John Doe 15 v. City, LASC 24STCV07647; John GA Doe v.

Doe City, LASC 24STCV06484; John ULW Doe v. City, LASC
24STCV06768; Joseph Garcia v. SMPAL, LASC 24SMCV01368; John Doe 18 v. City, LASC 24STCV08239; John RR Doe v. City, LASC 24STCV09398; John Doe 33 v. Roe 1, LASC 24STCV15580; John Doe 48 v. City, LASC 24STCV15420; John Doe 49 v. Roe 1, LASC 24STCV19296; Jane EB Doe v.

City, LASC 24STCV24146; Jane DD Doe v. City, LASC 24SMCV04421; Jane Doe 1 v. City, LASC 24STCV06207
Prepared By: Andrew Cabello, Legal Assistant
Approved Forwarded to Council

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City Council
Report
City Council Meeting: October 8, 2024
Agenda Item: 5.A
1 of 4
To: Mayor and City Council
From: Matthew Hallock, Fire Chief, Fire Department
Subject: Annual Fire Inspection Report per SB1205
Recommended Action
Staff recommends that the City Council:

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
California Health and Safety Code Section 13146.4 requires that each fire department performing annual inspections under Sections 13146.2 and 13146.3 submit an annual report to its administering authority (City Council) on its compliance. These sections mandate the Fire Department to conduct annual inspections of all public and private schools, hotels, motels, lodging houses, and all apartment and condominium buildings.

The purpose of the annual fire inspections is to mitigate known hazards, reduce risks to the community, and ensure reasonable compliance with the California Fire Code. The Fire Department completed annual fire inspections of these facilities for FY 2023-24. A resolution is included as Attachment A for Council to accept the City’s FY 2023-24 annual fire inspections report from the Fire Department, as required by California Health and Safety Code Section 13146.4.

Discussion

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After the tragic 2016 “Ghost Ship Fire” in Oakland, the State of California enacted SB 1205 on September 27, 2018 to amend California Health and Safety Code by adding Section 13146.4. This new section is a reporting requirement to ensure each fire department’s compliance with the annual inspections mandated in Sections 13146.2 and 13146.3. The Fire Department submits the FY 2023-24 annual fire inspections report to the City Council and a resolution acknowledging receipt of the report.

Acceptance of the report and the resolution fulfills the statutory requirements contained in California Health and Safety Code Sections 13146.2, 13146.3, and 13146.4, as amended by SB 1205.

The California Building Code also specifies that condominiums should be considered apartments for building code application. An apartment shall consist of three or more attached units and excludes all duplex-style buildings. In FY 2023-24, the Fire Department inspected 3,906 apartment/condominium buildings with three units or greater.

During FY 2023-24, the Fire Department conducted 4,084 state-mandated annual inspections under California Health and Safety Code Sections 13146.2, 13146.3, and 13146.4, as shown in the table below.

Occupancy
Type
Inspections
Completed
Total Number Percentage
Completed
Schools Public 44 44 100%
Schools Private 133 133 100%
Jails SMPD PSF 1 1 100%
Multi-Family
Residential Three Units + 3,906 3,906 100%
Total Inspections Completed 4,084
The Fire Department also conducted 3,383 other types of annual inspections shown in the table below.

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Occupancy Type Inspections
Completed
Total
Number
Percentage
Completed
Assemblies, Institutions, Hospitals 256 268 95.5%
Highrise 82 82 100%
Underground Storage Tanks 34 34 100%
New Construction Plan Review
and Inspections
1,837 1,837 100%
Business and Mercantile 1,174 4139 28%
Environmental Review
The reporting of Fire and Life safety annual inspections is exempt from California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) (Common Sense Exemption) of the CEQA Guidelines, which state 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 report provides information on Fire and Life Safety inspections. Therefore, it can be seen with certainty that actions would not result in adverse physical impacts on the environment, and as such, is categorically exempt from CEQA.

Financial Impacts and Budget Actions
There is no immediate financial impact or budget action necessary as a result of the recommended action. Staff will return to Council if specific budget actions are required in the future.

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Prepared By: Jonathan Tang, Principal Administrative Analyst Approved Forwarded to Council
Attachments:

A. Fire Inspection Resolution per SB 1205

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1 City Council Meeting: October 8, 2024 Santa Monica, California RESOLUTION NUMBER _________ (CCS)
(City Council Series)

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

ACKNOWLEDGING RECEIPT OF A REPORT ON THE STATUS OF STATE

MANDATED ANNUAL FIRE INSPECTIONS IN THE CITY OF SANTA MONICA PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 13146.4 WHEREAS, California Health & Safety Code Section 13146.4 was added in 2018, and became effective on September 27, 2018; and
WHEREAS, California Health & Safety Code Sections 13146.2 and 13146.3 require all fire departments, including the Santa Monica Fire Department, that provide fire protection services to perform annual inspections in every building used as a public or private school, hotel, motel, lodging house, apartment house, and certain residential care facilities for compliance with building standards, as provided; and WHEREAS, California Health & Safety Code Section 13146.2 requires all fire departments, including the Santa Monica Fire Department, that provide fire protection services to report annually to its administering authority on its compliance with Sections 13146.2 and 13146.3; and
WHEREAS, the City Council of the City of Santa Monica intends this Resolution to fulfill the requirements of the California Health & Safety Code regarding acknowledgment of the Santa Monica Fire Department’s compliance with California Health & Safety Code Sections 13146.2 and 13146.3.

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

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Attachment: Fire Inspection Resolution per SB 1205 [Revision 1] (6536 : Annual Fire Inspection Report per SB1205) 2 SECTION 1. Pursuant to Health & Safety Code Section 13146.4(c), the City Council acknowledges receipt of the report of the Santa Monica Fire Department demonstrating compliance with Health & Safety Code Sections 13146.2 and 13146.3 as follows:

A. EDUCATIONAL GROUP E OCCUPANCIES:

Educational Group E occupancies are generally those public and private schools, used by more than six persons at any one time for educational purposes through the 12th grade. Within the City of Santa Monica, there are 177 Group E occupancies, buildings, structures and/or facilities.

During the fiscal year 2023-2024, the Santa Monica Fire Department completed the annual inspection of 177 Group E occupancies, buildings, structures and/or facilities.

This is a compliance rate of 100% for this reporting period.

B. RESIDENTIAL GROUP R OCCUPANCIES:

Residential Group R occupancies, for the purposes of this resolution, are generally those occupancies containing sleeping units, and include hotels, motels, apartments (three units or more), etc. as well as other residential occupancies (including a number of residential care facilities). These residential care facilities have a number of different subclassifications, and they may contain residents or clients that have a range of needs, including those related to custodial care, mobility impairments, cognitive disabilities, etc.

The residents may also be non-ambulatory or bedridden. Within the City of Santa Monica, there lie 3,906 Group R (and their associated sub-categories) occupancies of this nature. During the fiscal year 2023-2024, the Santa Monica Fire Department

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Attachment: Fire Inspection Resolution per SB 1205 [Revision 1] (6536 : Annual Fire Inspection Report per SB1205) 3 completed the annual inspection of 3,906 Group R occupancies, buildings, structures and/or facilities. This is a compliance rate of 100% for this reporting period.

SECTION 2. The City Clerk shall certify to the adoption of this Resolution, and thenceforth and thereafter the same shall be in full force and effect.

APPROVED AS TO FORM:
_________________________
Douglas Sloan, City Attorney

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Attachment: Fire Inspection Resolution per SB 1205 [Revision 1] (6536 : Annual Fire Inspection Report per SB1205) City Council
Report
City Council Meeting: October 8, 2024
Agenda Item: 5.B
1 of 5
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Engineering and Street Services
Subject: Award Contract for Inspection and Maintenance of City’s Stormwater Infrastructure
Recommended Action
Staff recommends that the City Council:

2. Award RFP# SP2708 to United Storm Water, Inc., a California-based company, to provide inspection and maintenance services for the City’s stormwater infrastructure;

Summary
The City operates various stormwater infrastructure that are crucial for safeguarding the public right of way and private properties from urban flooding and for protecting the health of the Santa Monica Bay. Effective maintenance reduces the risk of flooding for motorists, pedestrians, and cyclists and helps in mitigating urban runoff pollution. The city’s stormwater infrastructure includes numerous bio-retention basins, permeable pavers and pavement, 643 catch basin inserts, multiple drywell infiltration systems, 10 hydrodynamic separators, and two stormwater reuse plants. City staff currently

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performs maintenance on some of the City’s structural stormwater Best Management Practices (BMPs) and the remainder is performed by city contractors. The City previously awarded a five-year maintenance agreement in 2020, which expires in June 2025. A new request for proposal was issued for inspection, maintenance, and water quality monitoring services to assure City structural stormwater BMPs are long lasting and functioning as intended. Staff recommends United Storm Water, Inc. to provide inspection and maintenance services in an amount not to exceed $3,790,660 (including a 10% contingency) over an initial five-year period, with an option for a two-year renewal. Funding for this contract is available in the Clean Beaches & Ocean Parcel Tax Fund.

Discussion
The City of Santa Monica adheres to the Clean Water Act, National Pollutant Discharge Elimination System (NPDES), and the Municipal Separate Storm Sewer System (MS4) permit requirements by operating and maintaining various stormwater infrastructure.

These systems divert stormwater runoff resulting in a reduction of pollutants entering Santa Monica Bay. These structures, also known as structural stormwater Best Management Practices (BMPs), include bio-retention basins, permeable pavers and pavement, catch basin inserts, infiltration systems, and mechanical separators. Notably, the Los Amigos Park Project has a small-scale stormwater treatment plant that reuses treated stormwater for irrigation and toilet flushing. This infrastructure aids the City’s goals of water self-sufficiency and regulatory compliance, requiring regular visits from trained operators to ensure proper functioning.

The City’s structural stormwater BMPs are between five and twenty years old. City staff and vendors currently maintain this infrastructure by cleaning out catch basins and mechanical separators and using vacuum street sweepers on permeable pavements.

The City previously awarded a five-year maintenance agreement in 2020 (Attachment A). However, the remaining budget would be expended prior to the termination date of June 30, 2025 to cover repairs that are necessary to be done prior to the upcoming rainy season. Over the past four years, the City’s vendor has been cleaning 643 catch basin inserts, operating and maintaining the two water reuse plants, and conducting

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inspections and reporting. In order to address the ongoing maintenance needs, staff recommends awarding an agreement with United Storm Water, Inc. for operation and maintenance services, comprehensive technical condition assessment inspections, and reporting for the City’s structural stormwater BMPs. This includes semi-annual cleaning of the 643 catch basin trash collection inserts, biweekly plant operations, maintenance, and water quality sampling at Los Amigos Park, and maintenance at Marine Park.

Water quality monitoring at two stormwater reuse plants is required to comply with Los Angeles County Department of Health water quality standards. In addition, a BMP infrastructure condition assessment report would be conducted to identify current conditions of each of the structural stormwater BMP systems, recommendations for improvements, and guide long-term BMP capital asset improvement planning and budgeting of funds.

Vendor Selection
Bidder Recommendation
Best Qualified Firm United Storm Water, Inc
Evaluation Criteria Price; the ability, capacity and skill of the firm to perform the services; the capacity of the firm to perform both the technical inspections and the maintenance activities; the reputation and experience of the firm with stormwater infrastructure.

Municipal Code SMMC 2.24.190
Submittals Received
Apex Companies, LLC
Twining, Inc
United Storm Water, Inc
RFP Data
Date
Posted
Posted On Advertise In
(City Charter & SMMC)
Vendors
Downloaded
Date Publicly
Opened
06/17/2024 City’s Online
Bidding Site
Santa Monica Daily
Press
40 07/22/2024
Best Bidder Justification
Staff recommends United Storm Water, Inc. as the best qualified firm for these services based on their competitive bid price and their demonstrated quality of work in the stormwater infrastructure field, evidenced by successful projects with the Cities of Dana Point, Long Beach, Santa Ana, and Tustin. Additionally, their extensive experience is highlighted by their previous installation of the original catch basin

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screens in the City of Santa Monica, ensuring their familiarity with the City’s existing systems. United Storm Water, Inc.'s blend of competitive pricing, proven track record, and specific experience with the City’s infrastructure makes them the ideal choice for this contract.

Past Council Actions
Meeting Date Description
July 28, 2020 (Attachment A) Staff Report – Award of Catch Basin Maintenance Agreement
Environmental Review
Maintaining the City’s stormwater infrastructure is categorically exempt from CEQA pursuant to Section 15301 (Class 1 – Existing Facilities) and Section 15308 (Class 8 - Actions for Protection of the Environment) of the CEQA Guidelines. Section 15301 (Class 1 – Existing Facilities) exempts 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 15308 exempts actions taken by regulatory agencies for protection of the environment. Therefore, the maintenance and operational oversight of over 700 existing structural stormwater best management practices (BMPs) to prevent and mitigate urban runoff pollution to protect the environment is exempt pursuant to Section 15301 and Section 15308 of the CEQA Guidelines.

Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the Clean Beaches and Ocean Parcel Tax Fund to award a contract with United Storm Water, Inc. for the inspection, operation, and maintenance of structural stormwater BMPs.

Contract Request
FY 2024-2025
Request Amount
Future Years
Amount
Account # Total Contract
Amount
$408,405 $3,382,256 16500003.550010 $3,790,660
Total $3,790,660

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Future year funding is contingent on Council budget approval.

Prepared By: Steven Hull, Engineering Support Services Administrator Approved Forwarded to Council
Attachments:

A. Staff Report - April 28, 2020
B. Oaks Initiative Disclosure Form
C. Levine Act Disclosure Form

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City Council
Report
City Council Meeting: April 28, 2020
Agenda Item: 3.D
1 of 4
To: Mayor and City Council
From: Susan Cline, Director, Public Works, Engineering and Street Services Subject: Award of Contractual Services Agreement to Apex Companies for Maintenance & Inspection of Stormwater Best Management Practices Recommended Action
Staff recommends that the City Council:

1. Award RFP# SP2622 to Apex Companies, LLC, a California-based company, to provide inspection and maintenance services for the City’s stormwater infrastructure;

2. Authorize the City Manager to negotiate and execute an agreement with Apex Companies, LLC, in an amount not to exceed $977,733 (including a 15% contingency) for three years, with one renewal option of up to two years;

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

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

Summary
The maintenance of the City’s stormwater infrastructure is essential to protecting the public right of way and private property from urban flooding. Maintaining stormwater infrastructure reduces the probability of flooding impacts to motorists, pedestrians, and cyclists. Further, the City of Santa Monica is a recognized leader in reducing urban runoff pollution and owns, operates, and maintains over 700 different structural stormwater best management practices (BMPs) including multiple bio retention basins, permeable pavers, permeable pavement, 644 catch basin inserts, multiple drywell infiltration systems, and 10 hydrodynamic separators. The City also recently completed two stormwater reuse plants that require an operator to regularly check the systems and respond to emergency calls. City staff maintains the current infrastructure; however, the recent addition of over 600 catch basin inserts (trash collection devices) and the completion of two stormwater reuse plants have increased the maintenance requirements beyond staff’s capacity. Additionally, the consultant’s scope will include

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Attachment: Staff Report - April 28, 2020 (6538 : Award Proposal No.SP2708 BMPs Inspection & Maintenance) 2 of 4
technical inspections and condition assessment reports of the stormwater infrastructure, which are important to the long-term planning of capital upgrades. Staff recommends Apex Companies, LLC (Apex) to provide inspection and maintenance services in an amount not to exceed $977,733 (including a 15% contingency) for an initial three-year period with one renewal option of two years. Staff have worked with Finance to ensure funds are available within the Clean Beaches & Ocean Parcel Tax Fund and the Public Works budget to support this request.

Discussion
The City complies with the requirements of the Clean Water Act, National Pollutant Discharge Elimination System (NPDES), and the Municipal Separate Storm Sewer System (MS4) permit by installing stormwater infrastructure to reduce pollutant levels entering the Santa Monica Bay. The infrastructure, commonly referred to as structural Best Management Practices (BMPs) by regulators and the stormwater industry, comes in different forms. BMPs installed in the City include bio retention basins, permeable pavers, permeable pavement, catch basin inserts, infiltration systems, and mechanical separators. The Los Amigos Park Project installed a small-scale stormwater treatment plant that reuses treated stormwater for irrigation and toilet flushing. The Marine Park Project installed a holding tank and a pump to provide treated stormwater for irrigation at Marine Park. Both projects are important BMPs in helping the City achieve water selfsufficiency and compliance with regulatory permits and require periodic visits from a trained operator to ensure proper operations.

The BMPs range in age from approximately two to fifteen years old. City staff maintains the infrastructure by cleaning out catch basins (those without inserts) and mechanical separators, and by operating the vacuum function of a street sweeper over permeable pavements. And while staff cleans the BMPs in preparation of rain events and after rain events, the current maintenance work does not include cleaning the 644 catch basin inserts, maintaining and operating Marine Park and Los Amigos Park reuse plants, or inspection and reporting. Apex would provide in-depth technical condition assessment inspections and reports and would perform maintenance activities for the recently added BMPs, including: quarterly cleaning of 644 catch basin trash collection inserts; biweekly operations, maintenance, and water quality sampling at Los Amigos Park; and biweekly

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Attachment: Staff Report - April 28, 2020 (6538 : Award Proposal No.SP2708 BMPs Inspection & Maintenance) 3 of 4
operations and maintenance at Marine Park. The full scope of work includes inspection and/or maintenance activities at 45 sites and the 644 catch basins mentioned above.

Vendor Selection
Bidder Recommendation
Best Qualified Firm Apex Companies, LLC
Evaluation Criteria Price; the ability, capacity and skill of the firm to perform the services; the capacity of the firm to perform both the technical inspections and the maintenance activities; the reputation and experience of the firm with stormwater infrastructure.

Municipal Code SMMC 2.24.190
Bid Data
Date
Posted Posted On
Advertise In
(City Charter & SMMC)
Vendors
Downloaded
Date Publicly
Opened
6/14/2019 City's Online
Bidding Site
Santa Monica Daily
Press
62 10/04/2019
Best Bidder Justification
Staff recommends Apex Companies, LLC, as the best qualified firm based on bid price, demonstrated quality of work in the stormwater infrastructure field with the San Diego Unified Port District, the US Navy, and private sector clients including Wal-Mart and Tesla. City staff compared the hourly rates proposed by Apex to other current contractual service agreements in the City for operations and maintenance. Staff concluded that the hourly rates within the proposal are consistent with contractual services in the area.

Financial Impacts and Budget Actions
Staff seeks authority to approve funding from the Clean Beaches and Ocean Parcel Tax Fund to award a contract with Apex Companies, LLC for the Inspections, Operations, and Maintenance of Structural Stormwater BMPs.

Contract Request
Request Amount
FY 2019-20 Budget
Expenditure Account #
Total Contract
Amount
$312,327 16500003.529070 $936,981
$13,584 16500003.550010 $40,752
Total $977,733
Submittals Received
Apex Companies, LLC $283,401

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Attachment: Staff Report - April 28, 2020 (6538 : Award Proposal No.SP2708 BMPs Inspection & Maintenance) 4 of 4
Award of the contract requires the following budget changes:

FY 2019-20 Budget Changes
Appropriate Funds
Account Number(s) Amount
16500003.529070 $239,416
16500003.550010 $13,584
Total $253,000
Future year funding is contingent on Council budget approval.

Prepared By: Curtis Castle, Principal Civil Engineer
Approved Forwarded to Council
Attachments:

A. Apex Oaks

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Attachment: Staff Report - April 28, 2020 (6538 : Award Proposal No.SP2708 BMPs Inspection & Maintenance)

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Attachment: Oaks Initiative Disclosure Form (6538 : Award Proposal No.SP2708 BMPs Inspection & Maintenance)

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Attachment: Levine Act Disclosure Form (6538 : Award Proposal No.SP2708 BMPs Inspection & Maintenance)

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Attachment: Levine Act Disclosure Form (6538 : Award Proposal No.SP2708 BMPs Inspection & Maintenance)

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Attachment: Levine Act Disclosure Form (6538 : Award Proposal No.SP2708 BMPs Inspection & Maintenance)

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Attachment: Levine Act Disclosure Form (6538 : Award Proposal No.SP2708 BMPs Inspection & Maintenance)

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Attachment: Levine Act Disclosure Form (6538 : Award Proposal No.SP2708 BMPs Inspection & Maintenance) City Council
Report
City Council Meeting: October 8, 2024
Agenda Item: 5.C
1 of 6
To: Mayor and City Council
From: Heather Averick, Director, Housing and Human Services Department Subject: Adoption of Affordable Housing Production Program Fee Resolutions Recommended Action
Staff recommends that the City Council:

1. Adopt the attached Resolution increasing the Affordable Housing Unit Base Fee by

6.1 percent for new market-rate apartments and condominiums (Attachment A).

2. Adopt the attached Resolution increasing the Affordable Housing Unit Development Cost by 6.1 percent (Attachment B).

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.

Executive Summary
A key element of Santa Monica’s strategy to increase housing affordability is requiring market-rate housing developers to assist with creating affordable housing. Developers must either construct residences that are affordable to low- and moderate-income households or pay a fee, which is used to subsidize affordable housing built by developers.

The City calculates and publishes adjustments to the Affordable Housing Unit Base Fee and Affordable Housing Unit Development Cost on an annual basis, to keep pace with changes in land and construction costs.

The calculation methodology approved by City Council uses a combination of the annual change in median condominium sale prices in Santa Monica as a proxy measure for land cost changes and the change in construction costs based upon the Engineering News Record’s (ENR) Construction Cost Index specific to the Los Angeles area. The land cost and construction cost factors are weighted based on development cost data for the two

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most recently completed or under construction multi-family affordable developments financed by the City.

Based on 2023 sales data compiled using Los Angeles County Assessor and Recorder data (Attachment C), the weighted change for the City in median condominium sale prices from 2022 to end of year 2023 was negative 2.9 percent.

The ENR Construction Cost Index increased 9.7 percent between March 2023 and March 2024 (Attachment D). A land cost inflation weight of 29.2 percent and construction cost inflation weight of 70.8 percent results in a 6.1 percent increase ([-2.9% x 29.2%] + [9.7% x

70.8%] = 6.1%).

The new Affordable Housing Unit Base Fee and Affordable Housing Unit Development Cost would be 6.1 percent higher than the existing amounts. If approved, the new amounts would become effective December 1, 2024. The table below, Historical Annual Adjustment Rate, summarizes the adjustments in previous years.

Historical Annual Adjustment Rate
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

4.9% 3.6% 5.0% 5.0% 2.2% 0.0% -2.7% 10.2% 5.8% 6.1%
Background
The Affordable Housing Production Program (AHPP), Chapter 9.64 of the City’s Municipal Code, implements Proposition R, which establishes that not less than thirty percent of all newly constructed multi-family housing in the City annually must be affordable to low- and moderate-income households for at least 55 years. The AHPP requires developers of new market-rate multi-family housing to contribute to affordable housing goals by designating a portion of a development’s total residences as affordable housing, constructing affordable housing off-site, designating land for affordable housing development, or paying an affordable housing fee, in accordance with the following formulas:

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1. Affordable housing unit base fee x floor area of multi-family project

2. Multi-family projects with fractional affordable housing units of less than 0.50 based upon the formulas established in Section 9.64.050: Affordable Housing Unit Development cost x fractional percentage.

When the formula calculation for required affordable residences results in a fraction of less than 0.50, the obligation can be satisfied by payment of a fee based upon the Affordable Housing Unit Development Cost. For example, if a development is required to provide 4.7 units of affordable housing, the developer is required to designate four affordable residences and pay 0.5 times the Affordable Housing Unit Development Cost to satisfy the requirement associated with the fraction.

Discussion
Annual Fee Adjustments
Section 9.64.070 of the AHPP provides that the Affordable Housing Unit Base Fee and the Affordable Housing Unit Development Cost shall be adjusted annually by Council resolution based on changes in construction and land costs. The fee adjustment methodology is detailed in Section 2 of the AHPP Administrative Guidelines (Attachment E) and reflects the methodology approved by Council in 2006. The fees are adjusted based on two factors: 1) changes in construction costs as measured by the ENR Construction Cost Index, and 2) changes in land costs measured by using the proxy of change in median condominium sales prices.

The table below summarizes the changes in these two factors since 2023, and the calculation results in a 6.1 percent increase in 2024:

Fee Description 2023
Amount
2024
Amount
%
Change
Affordable Housing Unit Base Fee –
Apartments (per square foot) $41.39 $43.91 6.1%
Affordable Housing Unit Base Fee –
Condominiums (per square foot) $48.35 $51.30 6.1%

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Affordable Housing Unit Development
Cost $434,257 $460,747 6.1%
The proposed Resolutions, Attachments A and B, would adjust the fees accordingly, effective December 1, 2024. Details of the calculations prepared by staff for the Affordable Housing Unit Base Fee and the Affordable Housing Unit Development Cost are provided in Attachment C and Attachment D. The revenue implications resulting from the proposed fee adjustments are anticipated to be minimal, as fee revenues depend on development activity in any given year.

On September 6, 2024, the City published notice in the Santa Monica Daily Press of this hearing and the availability of the staff analyses. The City republished this notice on September 20, 2024. Copies of these analyses have been available in the City Clerk's Office for public review since September 5, 2024.

Past Council Actions
October 10,
2023
(Attachment F)
The previous annual adjustment increasing the fees by 5.8 percent.

June 13, 2006
(Attachment G)
City Council approved the methodology for ascertaining changes in these costs and thereby calculating the adjustment.

July 21, 1998
(Attachment H)
The AHPP was adopted by the City Council and has been
periodically amended, as necessary.

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Environmental Review
The new Affordable Housing Unit Base Fee and Affordable Housing Unit Development Cost is exempt from the provisions of CEQA pursuant to Section 15061(b)(3) of the CEQA Guidelines (common sense exception) 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 new rate reflects annual fee adjustments, and therefore, it can be seen with certainty that there is no possibility that the new rates may have a significant effect on the environment.

Financial Impacts & Budget Actions
There is no immediate financial impact or budget action necessary as a result of the recommended action. The proposed rate change in the Affordable Housing Unit Base Fee and Unit Development Cost is expected to increase annual revenues by approximately $26,490 per apartment compared to last year, depending on development activity levels. Revenues will be deposited in account 10420002.415300.

The Department will monitor the revenue activity. Budget adjustments would be incorporated in the FY 2024-25 Midyear Budget or future budget, if needed.

Prepared By: Brittany Aguirre, Policy And Performance Analyst Approved Forwarded to Council
Attachments:

A. Affordable Housing Unit Fees Resolution
B. Affordable Housing Development Cost Resolution
C. Proposed FY 2024-25 Annual Automatic Adjustment for the Affordable Housing Unit Base Fee
D. Proposed FY 2024-25 Annual Automatic Adjustment for the Affordable Housing Unit Development Cost

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E. AHPP Administrative Guidelines
F. October 10, 2023 Staff Report
G. June 13, 2006 Staff Report
H. July 21, 1998 Staff Report
I. Written Comments

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Attachment A
1 City Council Meeting: 10-8-2024 Santa Monica, California RESOLUTION NUMBER _________ (CCS)
(City Council Series)

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF SANTA MONICA AUTOMATICALLY ADJUSTING

THE AFFORDABLE HOUSING UNIT BASE FEE FOR

NEW MARKET-RATE MULTIFAMILY DEVELOPMENT PURSUANT TO
SANTA MONICA MUNICIPAL CODE SECTION 9.64.070(B) BASED ON

CHANGES IN CONSTRUCTION COSTS AND LAND COSTS
WHEREAS, on November 8, 2005, the City Council amended Santa Monica Municipal Code Section 9.56.070, now renumbered Section 9.64.070, to provide that commencing on July 1, 2006, the Affordable Housing Unit Base Fee shall be automatically adjusted annually by City Council resolution based on changes in construction costs and land costs; and
WHEREAS, in order to implement the Council’s decision, staff formulated a specific method of measuring changes in construction costs and land costs; and WHEREAS, this proposed methodology was detailed in an April 24, 2006 letter prepared by Paul S. Silvern of HR&A Advisors, Inc. (“HR&A”) on behalf of the City and approved by the Council on June 13, 2006; and
WHEREAS, pursuant to this methodology, on June 27, 2006, the City Council adopted Resolution No. 10149 (CCS) which established an affordable housing unit base fee for condominiums of $28.15 per square foot and an affordable housing unit base fee for apartments of $24.10 per square foot; and
WHEREAS, pursuant to this methodology, on July 24, 2007, the City Council adopted Resolution No. 10229 (CCS) which incrementally adjusted these base fees by

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Attachment: Affordable Housing Unit Fees Resolution [Revision 3] (6555 : AHPP Fee Adjustment) Attachment A
2 $1.41 per square foot for new market rate condominiums and $1.21 per square foot for new market rate apartments; and
WHEREAS, pursuant to this methodology, on July 23, 2008, the City Council adopted Resolution No. 10329 (CCS) which incrementally adjusted these base fees by $1.33 per square foot for new market rate condominiums and $1.14 per square foot for new market rate apartments; and
WHEREAS, pursuant to this methodology, on September 8, 2009, the City Council adopted Resolution No. 10422 (CCS) which incrementally adjusted these base fees by $0.80 per square foot for new market rate condominiums and $0.69 per square foot for new market rate apartments; and
WHEREAS, pursuant to this methodology, on September 28, 2010, the City Council adopted Resolution No. 10529 (CCS) which incrementally decreased these base fees by $0.41 per square foot for new market rate condominiums and $0.35 per square foot for new market rate apartments; and
WHEREAS, pursuant to this methodology, on June 14, 2011, the City Council adopted Resolution No. 10578 (CCS) which incrementally adjusted these base fees by $0.66 per square foot for new market rate condominiums and $0.56 per square foot for new market rate apartments; and
WHEREAS, pursuant to this methodology, on September 11, 2012, the City Council adopted Resolution No. 10705 (CCS) which incrementally adjusted these base fees by $0.26 per square foot for new market rate condominiums and $0.22 per square foot for new market rate apartments; and

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Attachment: Affordable Housing Unit Fees Resolution [Revision 3] (6555 : AHPP Fee Adjustment) Attachment A
3 WHEREAS, pursuant to this methodology, on August 27, 2013, the City Council adopted Resolution No. 10763 (CCS) which incrementally adjusted these base fees by $0.26 per square foot for new market rate condominiums and $0.22 per square foot for new market rate apartments; and
WHEREAS, pursuant to this methodology, on August 26, 2014, the City Council adopted Resolution No. 10833 (CCS) which incrementally adjusted these base fees by $2.34 per square foot for new market rate condominiums and $2.00 per square foot for new market rate apartments; and
WHEREAS, pursuant to this methodology, on August 25, 2015, the City Council adopted Resolution No. 10902 (CCS) which incrementally adjusted these base fees by $1.71 per square foot for new market rate condominiums and $1.46 per square foot for new market rate apartments; and
WHEREAS, pursuant to this methodology, on August 23, 2016, the City Council adopted Resolution No. 10985 (CCS) which incrementally adjusted these base fees by $1.31 per square foot for new market rate condominiums and $1.13 per square foot for new market rate apartments; and
WHEREAS, pursuant to this methodology, on August 8, 2017, the City Council adopted Resolution No. 11069 (CCS) which incrementally adjusted these base fees by $1.89 per square foot for new market rate condominiums and $1.62 per square foot for new market rate apartments; and
WHEREAS, pursuant to this methodology, on August 14, 2018, the City Council adopted Resolution No. 11130 (CCS) which incrementally adjusted these base fees by

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Attachment: Affordable Housing Unit Fees Resolution [Revision 3] (6555 : AHPP Fee Adjustment) Attachment A
4 $1.99 per square foot for new market rate condominiums and $1.70 per square foot for new market rate apartments; and
WHEREAS, pursuant to this methodology, on August 13, 2019, the City Council adopted Resolution No. 11191 (CCS) which incrementally adjusted these base fees by $0.92 per square foot for new market rate condominiums and $0.79 per square foot for new market rate apartments; and
WHEREAS, pursuant to this methodology, on August 24, 2021, the City Council adopted Resolution No. 11356 (CCS) which incrementally decreased these base fees by $1.15 per square foot for new market rate condominiums and $0.99 per square foot for new market rate apartments; and
WHEREAS, pursuant to this methodology, on October 25, 2022, the City Council adopted Resolution No. 11478 (CCS) which incrementally decreased these base fees by $1.15 per square foot for new market rate condominiums and $0.99 per square foot for new market rate apartments; and
WHEREAS, pursuant to this methodology, on October 10, 2023, the City Council adopted Resolution No. 11549 (CCS) which incrementally increased these base fees by $2.27 per square foot for new market rate condominiums and $2.65 per square foot for new market rate apartments; and
WHEREAS, Resolution No. 10149 (CCS), Resolution No. 10229 (CCS), Resolution No. 10329 (CCS), Resolution No. 10422 (CCS), Resolution No. 10529 (CCS), Resolution No. 10578 (CCS), Resolution No. 10705 (CCS), Resolution No. 10763 (CCS), Resolution No. 10833 (CCS), Resolution No. 10902 (CCS), Resolution No. 10985 (CCS), Resolution No. 11069 (CCS), Resolution No. 11130 (CCS),

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Attachment: Affordable Housing Unit Fees Resolution [Revision 3] (6555 : AHPP Fee Adjustment) Attachment A
5 Resolution No. 11191 (CCS), and Resolution No. 11356 (CCS), Resolution No. 11478(CCS), and Resolution No. 11549(CCS) thereby established an affordable housing unit base fee for condominiums of $ 48.35 per square foot and an affordable housing unit base fee for apartments of $41.39; and
WHEREAS, in accordance with Santa Monica Municipal Code Section 9.64.070 and the City Council’s approved methodology, staff has calculated the required incremental adjustment to these base fees based on the changes to construction costs and land costs that have occurred since the adjustment undertaken last year; and WHEREAS, on, September 6, 2024, the City published a notice that at the October 8, 2024 City Council meeting, the City Council would consider a proposed resolution to incrementally adjust the affordable housing fee that private developers pay to the City for the production of affordable housing based on this methodology and that the staff analysis was available for review in the City Clerk’s Office; and WHEREAS, the City republished this notice on September 20, 2024; and WHEREAS, a copy of staff’s analysis has been available in the City Clerk’s Office for public review since September 5, 2024; and
WHEREAS, based on this analysis, an increase in the amount of $2.52 per square foot of the current Affordable Housing Unit Base Fee of $41.39 for apartments and an increase in the amount of $2.95 per square foot of the current Affordable Housing Unit Base Fee of $48.35 for condominiums would be appropriate,

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

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Attachment: Affordable Housing Unit Fees Resolution [Revision 3] (6555 : AHPP Fee Adjustment) Attachment A
6 SECTION 1. The current Affordable Housing Unit Base Fee for new market rate condominiums of $48.35 per square foot established by Resolution No. 10149 (CCS), Resolution No. 10229 (CCS), Resolution No. 10329 (CCS), Resolution No. 10422 (CCS), Resolution No. 10529 (CCS), Resolution No. 10578 (CCS), Resolution No. 10705 (CCS), Resolution No. 10763 (CCS), Resolution No. 10833 (CCS), Resolution No. 10902 (CCS), Resolution No. 10985 (CCS), Resolution No. 11069 (CCS), Resolution No. 11130 (CCS), Resolution No. 11191 (CCS), Resolution No. 111356 (CCS) and Resolution No. (CCS) 11478 shall be increased by $2.95 per square foot of floor area.

SECTION 2. The current Affordable Housing Unit Base Fee for new market rate apartment of $41.39 per square foot established by Resolution No. 10149 (CCS), Resolution No. 10229 (CCS), Resolution No. 10329 (CCS), Resolution No. 10422 (CCS), Resolution No. 10529 (CCS), Resolution No. 10578 (CCS), Resolution No. 10705 (CCS), Resolution No. 10763 (CCS), Resolution No. 10833 (CCS), Resolution No. 10902 (CCS), Resolution No. 10985 (CCS), Resolution No. 11069 (CCS), Resolution No. 11130 (CCS), Resolution No. 11191, Resolution No. 111356 (CCS), Resolution No. (CCS) 11478, and Resolution 11549 (CCS) shall be increased by $2.52 per square foot of floor area.

SECTION 3. Resolution No. 10149 (CCS), Resolution No. 10229 (CCS), Resolution No. 10329 (CCS), Resolution No. 10422 (CCS), Resolution No. 10529 (CCS), Resolution No. 10578 (CCS), Resolution No. 10705 (CCS), Resolution No. 10763 (CCS), Resolution No. 10833 (CCS), Resolution No. 10902 (CCS), Resolution No. 10985 (CCS), Resolution No. 11069 (CCS), Resolution No. 11130 (CCS),

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Attachment: Affordable Housing Unit Fees Resolution [Revision 3] (6555 : AHPP Fee Adjustment) Attachment A
7 Resolution No. 11191 (CCS), Resolution No. 11356 (CCS), Resolution No. (CCS) 11478, and Resolution 11549 (CCS)shall remain in full force and effect and shall not be superseded or altered by this resolution in any way.

SECTION 4. The City Clerk shall certify to the adoption of this Resolution, and thenceforth and thereafter the same shall be in full force and effect on December 1, 2024.

APPROVED AS TO FORM:
_________________________
City Attorney

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Attachment: Affordable Housing Unit Fees Resolution [Revision 3] (6555 : AHPP Fee Adjustment) 1 City Council Meeting: 10-8-2024 Santa Monica, California RESOLUTION NUMBER _________ (CCS)
(City Council Series)

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF SANTA MONICA AUTOMATICALLY ADJUSTING

THE AFFORDABLE HOUSING UNIT DEVELOPMENT COST PURSUANT
TO SANTA MONICA MUNICIPAL CODE SECTION 9.64.070(C)

BASED ON CHANGES IN CONSTRUCTION COSTS AND LAND COSTS
WHEREAS, on June 13, 2006, the City Council amended Santa Monica Municipal Code Section 9.56.070, now renumbered Section 9.64.070, to provide that the City’s affordable housing unit development cost shall be established by resolution and that commencing on July 1, 2007, the affordable housing unit development cost shall be automatically adjusted annually by City Council based on changes in construction costs and land costs; and
WHEREAS, Santa Monica Municipal Code Section 9.64.020 defines “affordable housing unit development cost” as “the City’s average costs to develop a unit of housing affordable to 30% income households, 50% income households, 80% income households or moderate-income households;” and
WHEREAS, in order to implement the Council’s decision that the affordable housing unit development cost be adjusted based on changes in land and construction costs, staff formulated a specific method of measuring changes in construction costs and land costs; and
WHEREAS, this proposed methodology was detailed in an April 24, 2006 letter prepared by Paul S. Silvern of HR&A Advisors, Inc. (“HR&A”) on behalf of the City and approved by the Council on June 13, 2006; and

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Attachment: Affordable Housing Development Cost Resolution [Revision 2] (6555 : AHPP Fee Adjustment) 2 WHEREAS, pursuant to this methodology, on July 24, 2007, the City Council adopted Resolution No. 10230 (CCS) which established an affordable housing unit development cost of $265,632; and
WHEREAS, pursuant to this methodology, on July 23, 2008, the City Council adopted Resolution No. 10330 (CCS) which incrementally adjusted this unit development cost by $11,953; and
WHEREAS, pursuant to this methodology, on September 8, 2009, the City Council adopted Resolution No. 10423 (CCS) which incrementally adjusted this unit development cost by $7,217; and
WHEREAS, pursuant to this methodology, on September 28, 2010, the City Council adopted Resolution No. 10530 (CCS) which incrementally decreased this unit development cost by $3,702; and
WHEREAS, pursuant to this methodology, on June 14, 2011, the City Council adopted Resolution No. 10579 (CCS) which incrementally adjusted this unit development cost by $5,903; and
WHEREAS, pursuant to this methodology, on September 11, 2012, the City Council adopted Resolution No. 10706 (CCS) which incrementally adjusted this unit development cost by $2,296; and
WHEREAS, pursuant to this methodology, on August 27, 2013, the City Council adopted Resolution No. 10764 (CCS) which incrementally adjusted this unit development cost by $2,314; and

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Attachment: Affordable Housing Development Cost Resolution [Revision 2] (6555 : AHPP Fee Adjustment) 3 WHEREAS, pursuant to this methodology, on August 26, 2014, the City Council adopted Resolution No. 10834 (CCS) which incrementally adjusted this unit development cost by $20,996; and
WHEREAS, pursuant to this methodology, on August 25, 2015, the City Council adopted Resolution No. 10903 (CCS) which incrementally adjusted this unit development cost by $15,318; and
WHEREAS, pursuant to this methodology, on August 23, 2016, the City Council adopted Resolution No. 10986 (CCS) which incrementally adjusted this unit development cost by $11,805;
WHEREAS, pursuant to this methodology, on August 8, 2017, the City Council adopted Resolution No. 11070 (CCS) which incrementally adjusted this unit development cost by $16,987; and
WHEREAS, pursuant to this methodology, on August 14, 2018, the City Council adopted Resolution No. 11131 (CCS) which incrementally adjusted this unit development cost by $17,836; and
WHEREAS, pursuant to this methodology, on August 13, 2019, the City Council adopted Resolution No. 11192 (CCS) which incrementally adjusted this unit development cost by $8,240; and
WHEREAS, pursuant to this methodology, on August 24, 2021, the City Council adopted Resolution No. 11357 (CCS) which incrementally decreased this unit development cost by $10,335; and

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Attachment: Affordable Housing Development Cost Resolution [Revision 2] (6555 : AHPP Fee Adjustment) 4 WHEREAS, pursuant to this methodology, on October 10, 2022, the City Council adopted Resolution No. 11479 (CCS) which incrementally increased this unit development cost by $37,991; and
WHEREAS, pursuant to this methodology, on October 10, 2023, the City Council adopted Resolution No. 11550 (CCS) which incrementally increased this unit development cost by $23,806; and
WHEREAS, Resolution No. 10230 (CCS), Resolution No. 10330 (CCS), Resolution No. 10423 (CCS), Resolution No. 10530 (CCS), Resolution No. 10579 (CCS), Resolution No. 10706 (CCS), Resolution No. 10764 (CCS), Resolution No. 10834 (CCS), Resolution No. 10903 (CCS), Resolution No. 10986 (CCS), Resolution No. 11070 (CCS), Resolution No. 11131 (CCS), Resolution No. 11192 (CCS), Resolution No. 11357 (CCS), and Resolution No. 11479 (CCS) and Resolution 11550 (CCS) thereby established an affordable housing unit development cost of $434,257; and
WHEREAS, in accordance with Santa Monica Municipal Code Section 9.64.070 and the City Council's approved methodology, staff has calculated the required incremental adjustment to the unit development cost based on the changes to construction costs and land costs that have occurred since the adjustment undertaken last year; and
WHEREAS, on September 6, 2024, the City published a notice that at the October 8, 2024 City Council meeting, the City Council would consider a proposed resolution to adjust the affordable housing unit development cost that private developers

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Attachment: Affordable Housing Development Cost Resolution [Revision 2] (6555 : AHPP Fee Adjustment) 5 may pay to the City for the production of affordable housing based on this methodology and that the staff analysis was available for review in the City Clerks Office; and WHEREAS, the City republished this notice on September 20, 2024; and WHEREAS, a copy of staff’s analysis has been available in the City Clerk’s Office for public review since September 5, 2024; and
WHEREAS, based on this analysis, an increase in the amount of $26,490 to the current affordable housing development cost of $460,747 would be appropriate,

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

SECTION 1. The current Affordable Housing Unit Development Cost of $434,257established by Resolution No. 10230 (CCS), Resolution No. 10330 (CCS), Resolution No. 10423 (CCS), Resolution No. 10530 (CCS), Resolution No. 10579 (CCS), Resolution No. 10706 (CCS), Resolution No. 10764 (CCS), Resolution No. 10834 (CCS), Resolution No. 10903 (CCS), Resolution No. 10986 (CCS), Resolution No. 11070 (CCS), Resolution No. 11131 (CCS), Resolution No. 11192 (CCS), Resolution No. 11357 (CCS), Resolution No. 11479 (CCS), and Resolution No. 11550 (CCS) shall be increased by $26,490.

SECTION 2. Resolution No. 10230 (CCS), Resolution No. 10330 (CCS), Resolution No. 10423 (CCS), Resolution No. 10530 (CCS), Resolution No. 10579 (CCS), Resolution No. 10706 (CCS), Resolution No. 10764 (CCS), Resolution No. 10834 (CCS), Resolution No. 10903 (CCS), Resolution No. 10986 (CCS), Resolution No. 11070 (CCS), Resolution No. 11131 (CCS), Resolution No. 11192 (CCS), Resolution No. 11357 (CCS), Resolution No. 11479 (CCS), and Resolution No. 11550

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Attachment: Affordable Housing Development Cost Resolution [Revision 2] (6555 : AHPP Fee Adjustment) 6 (CCS)shall remain in full force and effect and shall not be superseded or altered by this resolution in any way.

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 on December 1, 2024.

APPROVED AS TO FORM:
_________________________
City Attorney

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Attachment: Affordable Housing Development Cost Resolution [Revision 2] (6555 : AHPP Fee Adjustment) Memorandum
To: City Council
From: Heather Averick, Director of Housing and Human Services Department RE: Proposed FY 2024-25 Annual Automatic Adjustment for the Affordable Housing Unit Base Fee
This memo summarizes the results of applying the annual adjustment calculation methodology adopted by the City to establish the Affordable Housing Unit Base Fee pursuant to Santa Monica Municipal Code Section 9.64.070.B (“the affordable housing unit base fee shall be adjusted [annually] based on changes in constructions costs and land costs.”). This methodology was approved by the Santa Monica City Council at a public hearing on June 13, 2006, based on the recommendation of HR&A in a letter to City staff dated April 24, 2006. A copy of the HR&A letter is embedded in the June 13, 2006 staff report, included for reference as Attachment G hereto. The City Council approved the last annual increase for FY 2023-24 using this methodology when it adopted Resolution No. 11549(CCS) on October 10, 2023.

For the construction cost inflation component of the calculation approach, the Engineering News Record’s (ENR) Construction Cost Index specific to the Los Angeles metro area is utilized, because it is updated monthly and is readily available via the Internet by subscription. The applicable index change was 9.7 percent measured between March 2024 (the current budget adoption year) and March 2023, as compared with a 4 percent change between March 2023 and March2022.

Although there is no comparable index for inflation in land cost, the City-adopted method uses the weighted average annual change in median condominium sale prices, by Zip Code, as a proxy measure for land cost changes measured for the immediately preceding calendar year. Based on our analysis of 2023 sales data

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Attachment: Proposed FY 2024-25 Annual Automatic Adjustment for the Affordable Housing Unit Base Fee [Revision 3] (6555 : AHPP Fee compiled by the consultant company RSG, from Los Angeles County Assessor records, the weighted average change for the City during 2023 was negative 2.9 percent, as compared with a positive 10.3 percent during 2022.

The relative balance between land cost inflation (based on changes in median condo prices) and construction costinflation(basedonaconstructioncostindex) continues to be based on development cost data for the two most recently completed and/or under-construction multi-family affordable developments assisted by the City. For the current analysis, the two City-assisted projects are 1819 Pico Boulevard and 1834-1848 14th Street. The City-adopted calculation approach uses a simple average of the ratio between land purchase price and the sum of land cost and hard construction cost to derive the land value percentage (29.2%). The inverse of the land value percentage is the construction cost share (70.8%).

Table 1, on the following page, presents the annual adjustment calculation establishing the Affordable Housing Unit Base Fee for FY 2024-25. It shows that a weighted average inflation index using this City Council-approved approach results in a 6.1 percent annual increase (as compared with a 5.8 percent adjustment for FY 2023-24):
▪ $43.91 per square foot for apartment developments (an increase of $2.52per square foot from the FY 2023-24 Fee).
▪ $51.30 per square foot for condominium developments (an increase of $2.95 per square foot from the FY 2023-24 Fee); and
The results of the calculations shown in Table 1 will be the basis for a Resolution changing the Affordable Housing Base Fee for FY 2024-25.

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Attachment: Proposed FY 2024-25 Annual Automatic Adjustment for the Affordable Housing Unit Base Fee [Revision 3] (6555 : AHPP Fee Annual Adjustment Methodology
per HR&A Letter - April 24, 2006 (see Attachment G)

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Attachment: Proposed FY 2024-25 Annual Automatic Adjustment for the Affordable Housing Unit Base Fee [Revision 3] (6555 : AHPP Fee Memorandum
To: City Council
From: Heather Averick, Director of Housing and Human Services Department Re: Proposed FY 2024-25 Annual Adjustment for the Affordable Housing Unit Development Cost
This memo summarizes the results of applying an annual adjustment to the Affordable Housing Unit Development Cost pursuant to Santa Monica Municipal Code (SMMC) Section 9.64.070.C (“. . . Commencing on July 1, 2007 and on July 1st of each fiscal year thereafter, the City’s affordable housing unit development cost shall be adjusted based on changes in construction costs and land costs . . .”). The inflation methodology is the same as that used to produce annual adjustments for the Affordable Housing Unit Base Fee, pursuant to SMMC Section

9.64.070.B. That methodology was approved by the Santa Monica City Council at a public hearing on June 13, 2006, based on the recommendation of HR&A in a letter to City staff dated April 24, 2006. A copy of the HR&A letter is embedded in the June 13, 2006 staff report, included for reference as Attachment G hereto.

SMMC Section 9.64.070.A.2 provides that developers of market rate multi-family housing are eligible to pay a fee equal to a fraction of an affordable unit when the number of units otherwise required by Section 9.64.050.D is less than 0.50. In such cases, the amount of the fee is equal to the City’s Affordable Housing Unit Development Cost multiplied by the fractional unit. The City’s AffordableHousing DevelopmentUnitCostisdefinedas theaveragecosttotheCity todevelopa unit of housing affordable to low- and moderate-income households. The Affordable Housing Unit Development Cost was originally estimated to be $239,949, as contained in the nexus study prepared by HR&A in 20051to support the imposition of the Affordable Housing Unit Base Fee. The amount of the 1 Hamilton, Rabinovitz & Alschuler, Inc., The Nexus Between New Market Rate Multi-Family Developments in the City of Santa Monica and theNeed for Affordable Housing, 2005 Update, July 1, 2005, prepared for the City of Santa Monica.

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Attachment: Proposed FY 2024-25 Annual Automatic Adjustment for the Affordable Housing Unit Development Cost [Revision 3] (6555 : AHPP Affordable Housing Unit Development Cost is equal to the City’s total cost to developaunitofaffordablehousing(i.e., land,construction,professionalfeesand other “soft” costs and financing costs) minus the amount of construction loan that can be supported by the net operating income derived from operating a typical City-assisted affordable housing development. A 2005-2007 cumulative inflation increase forthe Affordable Housing Unit Development Cost to $265,632 using the approved methodology was adopted by the City Council when it approved Resolution No. 10230 (CCS) on July 24, 2007. The City Council approved the last annual increase for FY 2023-24 using this methodology when it adopted Resolution No. 11550 (CCS) on October 10, 2023.

9.7 percent measured between March 2024 (the current budget adoption year) andMarch2023,ascomparedwitha4percentchangebetweenMarch2023and March 2022.

Although there is no comparable index for inflation in land cost, the City-adopted calculation method uses the weighted average annual change in median condominiumsaleprices,byZIPCode, as a proxy measure forland cost changes measuredfortheimmediatelyprecedingcalendar year. Basedonouranalysisof 2023salesdatacompiledbyRSG fromLos AngelesCountyAssessor records, the weighted average change for the City during 2023 was negative 2.9 percent, as compared with a 10.3 percent increase during 2022.

The relative balance between land cost inflation (based on changes in median condo prices) and construction cost inflation (based on a construction cost index)continuestobebasedondevelopment cost data for the two most recently completed and/or under-construction multi-family affordable developments assisted by the City. For the current analysis, the two City-assisted projects are 1819 Pico Boulevard and 1834-1848 14th Street. The City-adopted calculation approach uses a simple average of the ratio between land purchase price and the sum of land cost and hard construction cost to derive the land value percentage (29.2%). The inverse of the land value percentage is the construction cost share (70.8%).

Table 1, on the following page, presents the annual adjustment calculation establishing the Affordable Housing Unit Development Cost for FY 2024-25. It shows that a weighted average inflation index using the City Council-approved approach results in a 6.1 percent annual increase (compared with a 5.8percent increasefor FY2023-24),to$460,747,whichisa$26,490 increase per apartment

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Attachment: Proposed FY 2024-25 Annual Automatic Adjustment for the Affordable Housing Unit Development Cost [Revision 3] (6555 : AHPP compared with the FY 2023-24 Housing Unit Cost.

The results of the calculations shown in Table 1 will be the basis for a Resolution changing the Affordable Housing Unit Development Cost for FY 2024-25.

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Attachment: Proposed FY 2024-25 Annual Automatic Adjustment for the Affordable Housing Unit Development Cost [Revision 3] (6555 : AHPP Annual Adjustment Methodology
per HR&A Letter - April 24, 2006 (see Attachment G)

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Attachment: Proposed FY 2024-25 Annual Automatic Adjustment for the Affordable Housing Unit Development Cost [Revision 3] (6555 : AHPP Administrative Guidelines
Affordable Housing Production Program

AFFORDABLE HOUSING PRODUCTION PROGRAM

ADMINISTRATIVE GUIDELINES

CITY OF SANTA MONICA
(Pursuant to Chapter 9.64 of the Municipal Code)
Prepared by
The City of Santa Monica Housing Division
Approved by City Council April 12, 2016

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Attachment: AHPP Administrative Guidelines (6555 : AHPP Fee Adjustment) Administrative Guidelines
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i
Table of Contents

1. Introduction ................................................................................................................ 1

2. Fee Methodology........................................................................................................ 2 A. Establishment and Periodic Adjustment of Base Fee............................................. 2 B. Affordable Housing Unit Development Cost ........................................................... 3

3. On-Site Affordable Residence Option ........................................................................ 4

4. Off-Site Affordable Residence Option ........................................................................ 4 A. One-Quarter Mile Radius Maximum....................................................................... 5 B. Exceptions to the One-Quarter Mile Radius Maximum........................................... 5 C. Evidence of Site Control......................................................................................... 6 D. Simultaneous Development of Off-Site Affordable Residences ............................. 7

5. Land Acquisition Option ............................................................................................. 7 A. Eligible Land Parcels.............................................................................................. 7 B. Evidence of Site Control....................................................................................... 10 C. Conveyance of the Site ........................................................................................ 10 D. Simultaneous Conveyance of Land or Option...................................................... 12 E. Eligible Non-Profit Affordable Housing Developer................................................ 12

6. For-Sale Affordable Residence Requirements ......................................................... 13 A. Establishment of the Initial Sales Price ................................................................ 13 B. Re-Sale of an Affordable Residence to a Subsequent Purchaser........................ 15 C. Subordination ………. .......................................................................................... 16 D. Default and Foreclosure....................................................................................... 16 E. Distribution of Insurance and Condemnation Proceeds ....................................... 16

7. Tenant and Purchaser Eligibility Procedures............................................................ 17 A. Priority Households .............................................................................................. 17 B. Persons Ineligible to Occupy an Affordable Residence........................................ 18 C. Establishment, Maintenance, and Update of Income-Qualified Tenants and Purchasers List .................................................................................................... 20 D. Tenant Income Increases, Initial Ineligibility and Advance Notice to City............. 25

8. Adjustments or Waivers ........................................................................................... 28

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Attachment: AHPP Administrative Guidelines (6555 : AHPP Fee Adjustment) Administrative Guidelines
Affordable Housing Production Program
ii

ATTACHMENTS
1-A Municipal Code Section 9.64 – Affordable Housing Production Program 1-B AHPP Options Comparison Table
2-A Fee Adjustment Methodology
2-B Current Base Fees for Apartment and Condominium Projects 3-A Affordable Residences Table - Condominium Projects w/4+ Residences in Multifamily Zones
3-B Incentives Table – Affordable Housing Developers
3-C Extremely-Low, Very-Low, Low and Moderate Income Levels 3-D Maximum Allowable Rents
3-E Deed Restriction Sample
4-A Affordable Housing Eligibility List Sample Application 4-B Waiting List Referral Form Sample

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Attachment: AHPP Administrative Guidelines (6555 : AHPP Fee Adjustment) Administrative Guidelines
Affordable Housing Production Program
1 1. Introduction
These Administrative Guidelines provide guidance on the implementation of the City’s Affordable Housing Production Program, Chapter 9.64 of the Santa Monica Municipal Code (“AHPP”) (see Attachment 1-A for a complete copy of the AHPP). The AHPP was originally adopted by the City Council on July 21, 1998. It has been amended on several occasions since then. The AHPP gives developers of multi-family housing a variety of options for satisfying the City’s affordable housing requirements. The precise options vary depending on the housing type and location of the housing being produced.

All new multi-family housing developments of two or more residences, including multifamily housing that is part of commercial or other developments, must comply with Chapter 9.64 unless specifically exempted by the terms of Chapter 9.64. See Attachment 1-B for a comparison table on the various options for complying with Chapter 9.64. The AHPP implements Proposition R. Approved by Santa Monica voters in November, 1990, Proposition R requires that not less than 30 percent of all newly constructed multi-family residential housing in the City each year be permanently affordable to, and occupied by, low- and moderate-income households.

Section 2 of these Guidelines describes the Fee Methodology. Section 3 provides information about the number of affordable residences required and the development incentives associated with the On-Site Option. The remaining sections expand upon the AHPP and provide additional requirements regarding the Off-Site Option (Section 4), the Land Dedication Option (Section 5), For-Sale Affordable Residences (Section 6), the Tenant and Purchaser Eligibility Procedures (Section 7) and Adjustments or Waivers (Section 8).

Questions about how a particular multifamily project applicant shall satisfy the affordable housing obligation (pay a fee, build residences onsite or offsite, or provide land dedications) should be directed to either the City Planning Division at (310) 458-8341, or

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Attachment: AHPP Administrative Guidelines (6555 : AHPP Fee Adjustment) Administrative Guidelines
Affordable Housing Production Program
2 to the Planning Counter in Room 111 in City Hall. Questions about current maximum rents and sales price calculation, or Tenant Eligibility and Selection Procedures should be directed to staff in the Housing Division at (310) 458-8702.

2. Fee Methodology
One way to satisfy the affordable housing obligation is through payment of the Affordable Housing Unit Base Fee (§ 9.64.070). The amount of the Affordable Housing Unit Base Fee ("Base Fee") is based upon the floor area of the project. The floor area of the project, as defined in the Municipal Code § 9.04.02.030.315, is multiplied by the Base Fee in order to determine the total fee owed by each project. The proceeds from this Base Fee are deposited into a special City Trust Fund and used to facilitate the development of housing affordable to very low-income, low-income and moderate-income households. The Fee Option is not available for ownership projects of four or more residences in the City’s multi-family residential zones.

A. Establishment and Periodic Adjustment of Base Fee
The Base Fee is set by a Resolution of the City Council (See Municipal Code 9.64.070 (b)) and is subject to annual adjustment based on changes in land cost and construction cost. The methodology for making these annual adjustments was established by the City Council in June 2006. More specifically, construction cost inflation is established based on the Engineering News Record’s (ENR) Construction Cost Index, which is updated monthly and is readily available via the Internet. The methodology uses annual change in median condominium purchase prices as a proxy measure for land cost changes. The relative balance between land cost inflation (based on changes in median condo prices) and construction cost inflation (based on a construction cost index) is determined based on current development cost data for recently completed or construction-in-progress multi-family affordable developments assisted by the City. A detailed explanation of the annual adjustment methodology is provided in Attachment 2-A.

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Attachment: AHPP Administrative Guidelines (6555 : AHPP Fee Adjustment) Administrative Guidelines
Affordable Housing Production Program
3 There are different base fees for condominiums and apartment projects. Attachment 2- B contains the current Base Fee amounts for apartment and condominium projects.

B. Affordable Housing Unit Development Cost
The Affordable Housing Unit Development Cost is set by a Resolution of the City Council (See Municipal Code 9.64.070(C)) and is subject to annual adjustment based on changes in land cost and construction cost. The methodology for making these annual adjustments was established by the City Council in June 2006 and is the same methodology used in adjusting the Affordable Housing Unit Base Fee described in Section (3)(A). The Affordable Housing Unit Development Cost is the average cost to the City to develop a residence of housing affordable to low- and moderate-income households. The Affordable Housing Production Program provides that when developers of market rate multi-family housing are providing affordable residences on- or off-site, and the calculation of the number of affordable residences required results in a fractional residence, these developers are eligible to pay a fee equal to the cost of producing that fractional residence based on the Affordable Housing Unit Development Cost if that fraction is less than 0.75. See Attachment 2-A.

Example (6-residence condominium project)
6 X .20 = 1.2 affordable housing residences
1 residence would be constructed on-site
Fee payment of 0.2 X $327,927 = $65,585.40

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Attachment: AHPP Administrative Guidelines (6555 : AHPP Fee Adjustment) Administrative Guidelines
Affordable Housing Production Program
4 3. On-Site Affordable Residence Option
Another way to satisfy the affordable housing requirements of Chapter §9.64 is by constructing affordable residences on the same site as the proposed new multi-family project (See § 9.64.050). Ownership projects or 4 or more residences in multifamily zones must provide affordable residences either onsite or offsite (See § 9.64.040). All housing developments that provide onsite affordable residences in accordance with the AHPP are entitled to a bonus over the maximum allowable number of residences on the site (i.e., density bonus) or a development bonus (commercial/industrial zones) and incentives (See Section 9.64.050[I] and Section 9.22). This includes all residences for sale or rent such as:
• Substantial remodel and conversion of commercial buildings to residential residences
• Substantial remodel of residential buildings
• Condos and apartments
Attachment 3-A provides a table indicating the minimum number of affordable residences required in an ownership project in a multifamily zone and the fractional portion of a residence that may be paid as a fee. Attachment 3-B provides information on density bonus and other development incentives allowed when providing onsite affordable residences. Attachments 3-C and 3-D provide information on the most current income eligibility and rent limits. Attachment 3-E provides an example of an “Agreement Imposing Restrictions on Real Property” between the City and a developer regarding a project containing affordable housing residences.

4. Off-Site Affordable Residence Option
This section of the Guidelines specifies certain additional requirements concerning the location of the Off-Site Affordable Residences, site control, and concurrent development of the market-rate project and the off-site residences.

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5 A. One-Quarter Mile Radius Maximum
Except as provided below, the alternative site for the Off-Site Affordable Residences shall be located within a one-quarter mile radius of the parcel on which the market rate residences are proposed, and within the boundaries of the City. (SMMC § 9.64.060(C)) The outer limit of this one-quarter mile radius area shall be determined by the Planning and Community Development Department. The Department’s method for so doing shall be similar to the method used for determining the area within which written notice of a pending development permit is given. Specifically, on a map of City parcels, the project applicant shall submit as part of the project application a set of one-quarter mile radii from the corners of the parcel on which the market rate residences will be constructed. Any multi-family parcel or commercial parcel on which multi-family housing is a permitted use, located, in whole or in any part, within these intersecting one-quarter mile radii is an eligible parcel for development of Off-Site Affordable Residences.

B. Exceptions to the One-Quarter Mile Radius Maximum
The maximum one-quarter mile radius requirement may be waived by majority vote of the City Planning Commission (whose decision shall be appealable to the City Council), based upon substantial evidence demonstrating that the location of Off-Site Affordable Residences more than one-quarter mile from the site of the market rate residences, but still within the City limits, better accomplishes the goals of the City’s zoning and planning regulations, including maximizing affordable housing production and dispersing affordable housing throughout the City. (SMMC § 9.64.060(F)) The project applicant shall have the burden of demonstrating why a location for the OffSite Affordable Residences of more than one-quarter mile from the market rate residences better accomplishes the City’s affordable housing objectives. In making its determination, the Planning Commission shall consider the recommendations of the Planning Director and the Housing Manager on the petition. An application for an exception to the one-quarter mile radius shall be submitted as part of the planning

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6 application for any other discretionary approvals on the project that are within the purview of the Planning Commission.

By way of example, but not by limitation, factors that may justify the special exception include:
• No Available Sites. There are no multi-family or suitably zoned non-residential parcels within the strict boundaries of the one-quarter mile radius that can accommodate the required number of Affordable Off-Site Residences. • Dispersal of Affordable Residences. The alternative location makes it possible to locate Off-Site Affordable Residences throughout the City. • More Affordable Residences. The size, price or other characteristics of the alternative site results in a project that yields more affordable residences than the project would yield if it were located within the strict limits of the one-quarter mile radius.
• Deeper Level of Affordability. The size, price or other characteristics of the alternative location makes it possible to offer the Off-Site Affordable Residences to households at a lower household income level than would be possible within the strict limits of the one-quarter mile radius.

In no event, however, shall the Off-Site Affordable Residences be located outside a radius of one mile from the market rate residences. No more than five project exceptions to the one-quarter mile radius shall be approved in any one City fiscal year.

C. Evidence of Site Control
In order to exercise the Off-Site Affordable Residence Option, the applicant must provide evidence that the site is owned in fee or that an option to purchase, subject to City project approval, has been secured. (SMMC § 9.64.060(B)) Evidence of such site control (e.g.,

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7 copies of purchase or option agreements) shall be provided to the City as part of the project application package.

D. Simultaneous Development of Off-Site Affordable Residences All affordable housing residences in a multi-family project or a phase of a multi-family project shall be constructed concurrently with the construction of market rate residences in the multi-family project or phase of that project. No building permit for the market rate residences shall be issued until a building permit has been issued for the Off-Site Affordable Residences, and no final City construction permit sign-off or occupancy permit shall be granted for the market rate residences until final construction permit sign-off or occupancy permit has been granted for the Off-Site Affordable Residences. Off-Site Affordable Residences shall be offered for rent or sale, as applicable, prior to or concurrently with rental or sale of the market rate residences.

5. Land Acquisition Option
This section of the Guidelines specifies additional requirements for exercising the Land Acquisition Option.

A. Eligible Land Parcels
Only land parcels meeting the following minimum characteristics shall be eligible under the Land Acquisition Option:

1. Zoning
Land parcels eligible for conveyance to the City, or an eligible non-profit affordable housing developer, shall be located in a City multi-family housing, commercial or industrial district in which multi-family housing is a permitted use.

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8 2. Minimum Land Value
For sites dedicated to the City, or an eligible non-profit affordable housing developer, the fair market value of the parcel(s) shall be at least equal to the amount of the Affordable Housing Production Fee that would otherwise apply were the market rate project applicant to elect that option under Chapter 9.64 instead of the Land Acquisition Option. The fair market value of the parcels proposed under this Option shall be supported by an estimate of value prepared by a qualified real estate appraiser, subject to the City’s reasonable review of the appraisal. For situations involving option payments, rather than conveyance of land in fee, see below. For below market rate sales, or option transfers, see below.

3. Site Characteristics
The parcel shall satisfy the following minimum criteria:
- 6,000 square feet
- Can be developed with at least 4 dwelling units
- Free of characteristics that would make it difficult or impossible to develop in a timely manner (i.e., irregular shape, excessive sloping, soil or other contamination, adjacent to incompatible land use)
A Phase I environmental evaluation report shall be required before any parcel can be considered for conveyance.

4. One-Quarter Mile Radius Maximum
Except as provided below, the land parcel(s) proposed to be conveyed to the City, or an eligible non-profit affordable housing developer, shall be located within a onequarter mile radius of the parcel on which the market rate residences are proposed and within the City limits. (SMMC § 9.64.080) The outer limits of this one-quarter mile radius area shall be determined by the Planning and Community Development Department. The Department’s method for so doing shall be similar to the method used for determining the area within which written notice of a pending development permit is given. Specifically, on a map of City parcels, the project applicant shall

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9 draw a set of one-quarter mile radii from the corners of the parcel on which the market rate residences will be constructed. Any multi-family parcels located, in whole or in any part, within these intersecting one-quarter mile radii is an eligible parcel for the Land Acquisition option.

5. Exceptions to the One-Quarter Mile Radius Maximum
The maximum one-quarter mile radius requirement may be waived by majority vote of the City Planning Commission (whose decision shall be appealable to the City Council), based upon substantial evidence demonstrating that the location of land more than one-quarter mile from the site of the market rate residences better accomplishes the goals of the City’s zoning and planning regulations, including maximizing affordable housing production and dispersing affordable housing throughout the City. (SMMC § 9.64.080)
The project applicant shall have the burden of demonstrating why a proposed site more than one-quarter mile from the market rate residences (but still within the City limits) better accomplishes the City’s affordable housing objectives. In making its determination, the Planning Commission shall consider the recommendations of the Planning Director, the Housing Manager, and the Housing Commission. An application for an exception to the one-quarter mile radius shall be processed simultaneously with any other discretionary approvals on the project that are within the purview of the Planning Commission.

By way of example, but not by limitation, factors that may justify the special exception include:
 No Available Sites. There are no multi-family parcels within the strict boundaries of the one-quarter mile radius that are suitable for multi-family development.  Dispersal of Affordable Residences. The alternative location makes it possible to locate affordable housing throughout the City.

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10  More Affordable Residences. The size, price or other characteristics of the alternative site could result in an affordable housing project that yields more affordable residences than would otherwise be required under the On-Site Affordable Residences option or the Off-Site Affordable Residences option in Ordinance 1918.
 Deeper Level of Affordability. The size, price or other characteristics of the alternative location makes it possible to offer affordable residences to households at a lower household income level than would be possible within the strict limits of the one-quarter mile radius.

In no event, however, shall the Land Acquisition Option apply to a site located outside a radius of one mile from the market rate residences. No more than five project exceptions to the one-quarter mile radius maximum shall be approved in any one City fiscal year.

B. Evidence of Site Control
In order to exercise the Land Acquisition Option, the market rate multi-family project applicant shall provide evidence, subject to reasonable City approval, that the site to be conveyed to the City, or an eligible non-profit affordable housing developer, is owned in fee by the applicant, or that an option to purchase has been secured. Evidence of such site control, including a current title report, and a copy of the option or lease agreement, if applicable, shall be included as part of the application for the market rate project.

C. Conveyance of the Site
An eligible site, or option to purchase an eligible site, shall be conveyed to the City, or an eligible non-profit affordable housing developer, as follows:

1. Fee Title Transfer
The site shall be sold or dedicated to the City or to a qualified non-profit housing developer free of any encumbrances, contractual, physical or financial, that would

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11 prevent it from being developed in a timely way by the City, or a qualified non-profit housing developer, for affordable multi-family housing.

If the site is dedicated to the City, or to an eligible non-profit affordable housing developer at no cost, the City shall provide reasonable cooperation as may be requested to help the applicant secure any state or federal tax credit for which such a dedication may be eligible.

If the site is sold to the City, or to an eligible non-profit affordable housing developer at below market rate, the difference between the fair market value and the below market sale price must be at least equal to the amount of the Affordable Housing Production Fee otherwise due, if that option had been selected by the project applicant.

2. Option to Purchase
If the market rate project applicant secures an option for another site to fulfill the Land Acquisition Option, the option must have a minimum term of six months and clearly state that the option may be transferred to a third party, such as the City or a qualified non-profit housing developer, under the same terms and conditions, including the agreed upon purchase price. A copy of the option agreement and a current title report shall be included with the application for the market rate project.

Any costs incurred by applicant to maintain the option from the date of project application through successful transfer of the option to the City or to a qualified non-profit developer shall be the responsibility of the applicant. If the sum of the applicant’s out-of-pocket option-related expenses, from date of project application through conveyance of the option, is less than the amount of the Affordable Housing Production Fee Option, these costs will be treated as a credit against the Affordable Housing Production Fee that would otherwise be due the City under that Chapter 9.64 option. The applicant shall pay any difference to the City as a reduced Affordable Housing Production Fee. The applicant shall provide the City a full accounting of all option payments and out-of-pocket option-related costs

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12 eligible for offset against the Affordable Housing Production Fee amount, which accounting shall be subject to reasonable City review and approval.

The land offered for option must have the following minimum site characteristics:
- 6,000 square feet
- Can be developed with at least 4 dwelling units
- Free of characteristics that would make it difficult or impossible to develop (i.e., irregular shape, excessive sloping, soil or other contamination, adjacent to incompatible land use)
A Phase I environmental evaluation report shall be required before any parcel can be considered for option.

The City shall exercise reasonable discretion in considering the option. The land option must be consistent with all City funding requirements, including the Consolidated Rental Housing Trust Fund Guidelines.

D. Simultaneous Conveyance of Land or Option
Conveyance of land or an option to purchase land to the City or an eligible non-profit affordable housing developer, pursuant to Chapter 9.64, shall be completed prior to the City’s final sign-off on construction permits for the market rate residences, or issuance of a certificate of occupancy, whichever occurs first.

E. Eligible Non-Profit Affordable Housing Developer
Dedication of land, below market rate sale of land or transfer of an option to purchase may be made either to the City or an “eligible non-profit affordable housing developer.” For purposes of the Land Acquisition Option of Chapter 9.64, an eligible not-profit affordable housing developer is a private, non-profit corporation with: (1) a current exemption under Section 501(c)(3) of the U.S. Internal Revenue Code; (2) a certificate of good standing from the Secretary of State in which the organization is incorporated; (3) has the development of housing affordable to low-income households as one of its

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13 principle missions; and (4) has been approved by the City Housing Manager, based on reasonable review of the organization’s record of performance developing multi-family housing affordable to low-income households. The non-profit affordable housing developer intended as the recipient of land pursuant the Land Acquisition Option must be identified as part of the project application.

6. For-Sale Affordable Residence Requirements
In the event that the affordable residences required under either the On-Site Affordable Residence Option or the Off-Site Affordable Residence Option are intended to be for-sale residences, rather than rentals, the following rules shall apply.

A. Establishment of the Initial Sales Price
The developer shall establish the initial sales price for the affordable residence so that the Total Monthly Housing Costs for the purchaser do not exceed the following formula:

Area Median Income x 110% x Bedroom Adjustment x 35% / 12. Total Housing Cost includes mortgage principal and interest, property taxes, property insurance, homeowners’ association dues and mortgage insurance, if applicable Area Median Income is defined in SMMC Section 9.64.020(K) and determined periodically by the United States Department of Housing and Urban Development for the Los Angeles area.

The Bedroom Adjustment Factors are:
0 Bedroom 0.7 3 Bedrooms 1.0
1 Bedroom 0.8 4 Bedrooms 1.08
2 Bedrooms 0.9

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14 The conventional financing shall conform to all of the following terms:

Loan Term: 30 Years
Interest Rate: Fixed
Minimum Down payment: 5%
Maximum Front End Debt-to-Income Ratio1: 38%
Maximum Back End Debt-to-Income Ratio2: 41%
The buyer must be income-qualified pursuant to Santa Monica Municipal Code Chapter

9.64 and this Agreement.

The actual price of the affordable residence will be a combination of the bank loan amount a buyer qualifies for plus the down payment provided by the buyer (consistent with the total monthly housing costs and the financing terms listed above). The lending criteria used by the private lender must be reasonable and customary and shall be subject to review and approval by the City Housing Division prior to completion of the purchase transaction. Moreover, any purchase price for an affordable residence underwritten with a back-end ratio of more than 41 percent (the maximum generally required by the secondary mortgage market) will also require review and reasonable approval by the City prior to completion of the purchase transaction.

1. Front End Ratio: ratio of total monthly housing costs (including mortgage principal and interest, property taxes, property insurance, homeowners’ association dues and mortgage insurance, if applicable) to total gross household income.

2. Back End Ratio: ratio of total monthly housing costs (including mortgage principal and interest, property taxes, property insurance, homeowners’ association dues and mortgage insurance, if applicable) plus other monthly payments on long-term household debt to gross household income.

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15 B. Re-Sale of an Affordable Residence to a Subsequent Purchaser

1. First Right of Refusal to the City
Throughout the 55-year period of the Agreement Imposing Restrictions on Real Property, the City shall have the first opportunity to purchase affordable for-sale residences created pursuant to the On-Site Affordable Residence Option or the Off-Site Affordable Residence Option (“Option to Purchase”). Owners wishing to sell their residences shall notify the City in writing at least 60 days before the residence is offered for sale to another qualifying party. The seller shall ensure that the residence is clean, in good repair and is available to be shown to prospective buyers. Any Option-related time periods in favor of the City shall be tolled until these conditions are met to the City’s reasonable satisfaction.

The City shall have 60 days to notify the seller of its intent to exercise the Option to Purchase, either by City purchase, by its designee (e.g., a non-profit affordable housing developer), or by referral of a qualified moderate-income buyer. (See below for the method for calculating the subsequent purchase price.) In the event that the City does not exercise the Option to Purchase, or an offer to purchase by the City or a qualified buyer is not accepted by the seller, the Option shall terminate and the owner may sell the residence to any income qualifying buyer at a price consistent with Section 6(B)(2) of these Guidelines. Seller shall only accept an offer by an income qualified buyer at a price consistent with Section 6(B)(2) of these Guidelines. Closing costs shall be divided between seller and buyer as is customary for like real estate transactions in Santa Monica at the time that escrow is opened.

2. Maximum Subsequent Selling Price
The resale price restriction will provide that the price for resale of the affordable residence shall be calculated using the same formula and factors set forth in Section 6(A).

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16 3. Continuous Use as a Primary Residence
Each purchaser of an affordable residence shall certify, prior to the close of escrow, in a form acceptable to the City that the residence is being purchased and shall be maintained as the purchaser’s primary residence. Failure of the purchaser to maintain eligibility for a homeowner’s exemption from property tax shall be construed as evidence that the residence is not the primary residence of the purchaser.

C. Subordination
At the request of the qualifying household’s lender, the City may subordinate the foregoing income eligibility and resale price restrictions to a first Deed of Trust at the time of purchase, provided that the Deed of Trust does not exceed the purchase price of the residence.

D. Default and Foreclosure
A Request for Notice of Default shall be recorded along with the Agreement Imposing Restrictions on Real Property. The Agreement will provide that any Notice of Default will constitute an owner’s Notice of Intent to Sell, and that the City may exercise its Option to Purchase. In the event that the City does not exercise its Option and the residence is foreclosed upon, proceeds of the foreclosure sale shall be used first to satisfy the lender’s lien(s), and any surplus proceeds, up to the amount that the owner would have received had there been no foreclosure, shall be paid to the owner. The remaining balance of any surplus shall be paid to the City for deposit into the Citywide Affordable Housing Trust Fund.

E. Distribution of Insurance and Condemnation Proceeds
In the event that the residence is destroyed and insurance proceeds are distributed to the low-income household owner instead of being used to rebuild, or in the event of liquidation of the homeowners’ association and distribution of the assets of the association to the members, including the owner, any surplus remaining after payment of encumbrances shall be distributed as set forth above with respect to default and foreclosure.

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17 7. Tenant and Purchaser Eligibility Procedures
Per Chapter 9.64, multi-family project applicants who have opted to satisfy the affordable housing obligation through the on-site or off-site option are required to fill vacant affordable residences by selecting income-eligible tenants from a City-developed list of income-qualified households, except if there are no qualified households on the Citydeveloped list or if the project applicant is developing ownership projects of four or more residences in the City's multi-family residential zones. Under these exceptions, the project applicant may choose themselves to select income-qualified households which shall be subject to eligibility certification by the City.

This section establishes priorities for eligibility to occupy On-Site Affordable Residences, describes categories of persons ineligible to occupy On-Site Affordable Residences, and outlines the procedures whereby the City Housing Division shall establish, maintain, and update the list of eligible tenants.

A. Priority Households
In establishing the list of households eligible to occupy affordable residences, the Housing Division shall adhere to the following priorities:
1) First Priority
Persons who have been permanently displaced or face permanent displacement from their housing residences in Santa Monica as a result of any of the following:
a) Ellis Act, owner-occupancy, or removal permit eviction b) Earthquake, fire, flood, or other natural disaster
c) Funding reductions in Santa Monica housing voucher assistance programs

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18 d) Governmental Action, such as Code enforcement
e) Closure of a mobile home park
2) Second Priority
Persons who are:
a) Residents of Santa Monica
b) Working in Santa Monica at least 36 hours per week
B. Persons Ineligible to Occupy an Affordable Residence Section 9.64 of the Municipal Code (see § 9.64.110(B)) specifically disqualifies the following categories of persons from occupying Affordable Residences:
- All employees and officials of the City or its agencies, authorities, or commissions who have, by virtue of their position, policy-making authority or influence over the implementation of the Affordable Housing Production Program, as well as the immediate relatives of employees of such City employees and officials. - The immediate relatives of the applicant or owner, including a spouse, child, parent, grandparent, brother, sister, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, sister-in-law, and brother-in-law.

Other parties disqualified from occupying affordable residences include:
- Tenants for whom the affordable residence will not be their sole residence.

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19 - Employees of the owner or the owner’s agents, including but not limited to employees of the property management company, except as required by law. An example of an exception would be a 100 percent affordable building that is required by law to provide onsite management, and must therefore use an affordable residence.
- Employees of any corporation or other entities where the owner has more than a 10 percent equity, participation, revenue, or ownership interest. - Immediate relatives, including a spouse, child, parent, grandparent, brother, sister, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, sister-in-law, and brother-in-law, of any other individual or entity with a financial interest in the property.
- Households where all adults are full-time students unless all members of the household meet all of the following criteria:
- Twenty-four years of age or older,
- Have lived separate from their parents for at least one year, - Are not claimed as a dependent pursuant to IRS regulations on any tax return for the most recent tax year, and
- The head of household provides written certification of all outside financial assistance.
- and at least one member of the household meets one of the following criteria:
- A veteran or active duty member of the U.S. military, - Have one or more legal dependents other than a spouse, - Live with a recognized disability,
- Be a graduate or professional student,
- Be married, or
- Have been an orphan or ward of the court through age 18.

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20 C. Establishment, Maintenance, and Update of Income-Qualified Tenants and Purchasers List
The Santa Monica Housing Division shall be responsible for preparing and maintaining an Eligibility List for this program and shall follow these Guidelines for preparing, maintaining, and updating the Eligibility List. Subject to the requirements below, the establishment, maintenance and update of the Eligibility List shall be generally modeled after the Housing Authority Administrative Plan with the Housing Division retaining the authority to adjust these protocols as appropriate for this local program.
1) Public Noticing Procedures
To create the Eligibility List, the Housing Division shall publish notices in newspapers circulated widely in Santa Monica, including newspapers that reach minority communities, at a minimum. At least one notice shall be published in a Spanish-language newspaper of general circulation. Examples of appropriate newspapers include the Santa Monica Daily Press, L.A. Times, La Opinion, and The Sentinel. The notices should briefly explain what affordable housing is, state the applicable income requirements, indicate how to apply for the Eligibility List, state when the application period opens and closes, indicate priorities for eligible occupants, and provide a telephone number for questions.

Applications may require name, address, telephone number, household size, income, date of birth, information relevant to program priorities, and applicant’s signature.
2) Creating the Eligibility List
The Housing Division shall create an Eligibility List using the information provided on the applications received, including name, household size, income, age, residency, place of employment (if applicable), priority status, and

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21 any other relevant information. Additionally, the Eligibility List will include households on any existing waiting list who indicated their intent to be included in the Eligibility List after being contacted by the Housing Division. Households will be drawn from the Eligibility List as affordable residences become available or in anticipation of affordable residences becoming available in the near future and shall be income qualified for use in referrals for available affordable residences.
3) Eligibility List and Referral Process
Each time affordable residences become available for occupancy, the owner and the Housing Division shall follow these procedures:
a) At least 90 days prior to issuance of a Certificate of Occupancy by the City for newly developed residences, or within 5 business days of notice of tenant vacation in existing developments, owners shall notify the City of the number and type (affordability level, number of bedrooms, ownership or rental) of residences available.
b) Within 20 business days of notice by the owner, the City shall provide the owner with a Referral Form, for each household drawn from the Eligibility List, and provide at least five names for each residence available.

Additional names may be provided to the owner upon request, subject to availability.
c) Owners shall directly contact the persons on the Referral Forms provided by the City. Owners shall give applicants at least 5 business days to submit a completed application. Owners who are not able to fill vacant residences from the Referral Forms provided may request additional names from the City. Additional names will be provided within 5 business days, subject to availability.

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22 d) Owners shall conduct all further screening and selection of applicants. All applicable State Fair Housing laws must be observed.
e) Candidates on the City’s Eligibility List may be referred up to a maximum of five times, except in cases involving a reasonable accommodation. After the fifth referral, candidate names will be removed from the Eligibility List. 4) Updating the Eligibility List
a) Periodic Update: The Eligibility List shall be periodically updated at least every two years. Letters shall be sent to all households on the Eligibility List requesting verification of all information, including name, address, place of residency, place of employment (if applicable), and continued interest in staying on the list. Eligibility List households shall be given two weeks to respond. At the end of the two week period, the names of households who have failed to respond shall be taken off the Eligibility List. The Eligibility List shall also be updated to incorporate any changes in status (place of residency, eligibility for priority status, etc.) for each applicant. b) Emergency Additions to Eligibility List: At any time, even if the Eligibility List is closed, persons displaced from Santa Monica housing as set forth in Section 7(A)(1) of these Guidelines (i.e., “first-priority” households) will result in the automatic addition of that household to the Eligibility List with the applicable priority.
c) The City will provide a Referral Form to the owner for each household selected from the Eligibility List. The owner shall complete the Referral Form indicating whether a residence was offered to the household and whether the residence was accepted or refused. A sample Referral Form is provided in Attachment 4-B. If a residence was not offered because of a poor credit history or for any other reason, the owner will note this as well.

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23 The City will incorporate this information into the Eligibility List, but not disclose such information to other owners.
d) Households on the City’s Eligibility List will be referred only for those residences for which they qualify. For example, moderate income households will only be referred for vacancies in moderate income residences. Households on the City’s Eligibility List must report any changes to address, household size, Santa Monica residency, employment in Santa Monica, and/or, income to the Housing Division within 10 days of the change.
5) Persons Dependent Upon Income from Other Sources
Households on the City’s Eligibility List must report income from all sources.

Any households on the City’s Eligibility List receiving support, including tuition payments, rent payments, and/or, regular gifts, and/or any household who appears as a dependent upon the tax return of another individual must so disclose. In these cases, the income of the other party will be considered along with the income of the applicant/tenant household in determining eligibility. 6) Automatic Removal from Eligibility List
Applicant names will be removed immediately from the Eligibility List for:
a) Failure to appear for a scheduled qualification interview or prior to the interview time contact the Housing Division to arrange an alternate time or date, or
b) More than two refusals of offered residences, or
c) Misrepresentative statements on eligibility documentation, in qualification interview(s), or Informal Review, or
d) Failure to disclose dependent status or receipt of substantial support, or

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24 e) Acceptance of an affordable residence stemming from a Referral.

Households whose names are removed from the Eligibility List will also have their names removed from the Referral Form upon which their names appear.

Households whose names are removed from the Eligibility List shall be notified by mail at the address which they have supplied to the City. The reason for removal will be specified as part of the notification.
7) Appeal Process
a) Right to Appeal
The decision by the City to remove a name from the Eligibility List or from a Referral Form may be appealed. All appeals must be in writing and delivered to the Housing Division in person or by first class mail, by the close of the business day, no later than 10 business days from the date of the Housing Division’s notification of removal from the Eligibility List. b) Scheduling an Informal Review
Upon receipt of an appeal in writing, the Housing Division shall conduct an Informal Review. The Housing Division will schedule an Informal Review to take place within 10 days of receipt of the appeal. Once the Informal Review date is set, the appellant may reschedule only upon showing "good cause," which is defined as an unavoidable conflict seriously affecting the health, safety or welfare of the Appellant or his/her family.
c) Failure of Appellant to Appear for Informal Review
If the appellant does not appear at a scheduled Informal Review and has not rescheduled the Informal Review in advance, the appellant must contact the Housing Division within two working days. The Housing Division shall reschedule the Informal Review only if the appellant's absence was caused by medical emergency or incarceration. In this event, the Informal Review may be rescheduled only once.

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25 d) Conduct of the Informal Review
The informal review must be conducted by a person other than the one who made or approved the decision under review, or a subordinate of this person. The Appellant must be provided an opportunity to present written or oral objections to the decision to remove them from the Eligibility List and both the Appellant and the Housing Division have a right to present any information pertinent to the issue of the Informal Review. e) Notification of the Informal Review Decision
The Housing Division must notify the Appellant within 14 days of the decision regarding the Informal Review, including an explanation of the decision and the associated findings. This decision shall be final and not subject to further administrative review.

D. Tenant Income Increases, Initial Ineligibility and Advance Notice to City This subsection of the Guidelines provides protocols for changes in tenant income during occupancy, property owner and tenant responsibilities when tenant was not income eligible at the time of initial occupancy, and advance notice to the City regarding rent increases.
1) Tenant Income Increases
The published Maximum Allowable Income applies to the household from the day the tenant moves in through the first year of occupancy or the first annual recertification, whichever comes first. If after the first year of occupancy in an affordable apartment, or during the first annual recertification, the household income is found to exceed the maximum allowable income limit for the apartment, the tenant(s) may remain in the apartment as long as the household income does not exceed 140 percent of the income limit for the residence.

However, if the tenant’s income exceeds 140 percent of the income limit for the apartment, the following shall apply:

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26 a) If there is a vacant affordable apartment in the same building for which the household qualifies, the household will be offered that apartment, providing the move does not violate any other provisions of the law, including minimum occupancy requirements. If the relevant “Agreement Imposing Restrictions on Real Property” allows it, the property owner may also switch the affordability levels of the two apartments to prevent the household from having to move their belongings. The rent will then be adjusted to reflect the higher level of affordability.

If the household refuses to move to the higher affordability level apartment for which they qualify, or refuses to pay the higher rent, they will be provided with a one-year notice to vacate the apartment.

If, before the term of the notice has passed, the tenant recertifies the household income and they again qualify for the apartment, the one year notice to vacate will be rescinded.
b) If the previous section does not apply, and there is a vacant market-rate apartment of equal accommodations in the same building, the owner may designate the market-rate apartment as the affordable apartment. The rent in the formerly affordable apartment may then be raised to the market-rate for the apartment. However, this option cannot be chosen if the relevant “Agreement Imposing Restrictions on Real Property” specifically enumerates which apartments in the building are designated as the affordable apartments.
c) If neither of the two previous sections apply, the household will be provided with a one-year notice to vacate the apartment.
i) If, before the term of the notice has passed, a market-rate apartment becomes vacant in the same building, the tenant under notice to

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27 move will have first right of refusal to lease the market-rate apartment.
ii) If, before the term of the notice has passed, the tenant recertifies the household income and they again qualify for the apartment, the oneyear notice to vacate will be rescinded. 2) Initial Tenant Ineligibility
If during compliance monitoring by the City, or the property owner, it is determined that the tenant’s income exceeded the income limit for the residence at the time the tenant initially moved into the residence, the tenant shall be given a 90-day notice to vacate the residence. Notwithstanding the above, if the tenant would qualify for an affordable apartment targeted to a higher affordability level and such a vacant residence is available within the subject property, then the tenant may be allowed to move to that vacant residence, subject to Section 7(D)(3) below. 3) Property Owner to Pay for Relocation
When it is determined that a tenant’s income exceeded the income limit for an affordable residence at initial occupancy, then it shall be the property owner’s responsibility to pay the costs directly associated with relocating the tenant to another residence within Santa Monica or adjacent area, unless the tenant misrepresented pertinent information to obtain the residence. Such costs would include packing/unpacking, moving/movers and utility connection fees, but would not include the differential in rent between the affordable (AHPP) residence and new residence.
4) Notice to City of Rent Increases
A property owner must provide a 30-day advanced written notice to the City before issuing a rent increase notice to a tenant. The information provided in the property owner’s notice to the City shall include the residence identification, tenant name, affordability level of the residence (i.e., extremely low-, very low-, low- or moderateincome) current rent, amenities included in rent (e.g., parking, water, trash),

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28 proposed rent, and proposed rent start date. The City will have 30-days upon which to review the proposed rent increase and notify the property owner of any objections before the property owner may issue a rent increase notice to a tenant.

In the absence of any other, more stringent, rent increase limitations on the property, the rent of an affordable apartment shall not be increased by more than five percent in any twelve month period, up to the published maximum allowable rent.

8. Adjustments or Waivers
The AHPP authorizes a project applicant to request an adjustment or waiver of the AHPP based on a showing that applying the requirements of this Chapter would effectuate an unconstitutional taking of property or otherwise have an unconstitutional application to the property.

To receive an adjustment or waiver, the applicant must submit an application to the Director of Housing and Economic Development, or his/her designee, at the time the applicant files a multi-family project application. The applicant bears the burden of presenting substantial evidence to support the request and set forth in detail the factual and legal basis for the claim, including all supporting technical documentation.

In making a determination on an application to adjust or waive the requirements of this Chapter, the Director of Housing and Economic Development, or City Council on appeal, may assume each of the following when applicable:
(1) The applicant is subject to the affordable housing requirement of this Chapter; (2) The applicant will benefit from the inclusionary incentives set forth in this Chapter and the City’s Municipal Code;

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29 (3) The applicant will be obligated to provide the most economical affordable housing residences feasible in terms of construction, design, location and tenure.

The Director of Housing and Economic Development must make a written decision within ninety days after a complete application is filed. The Director’s decision may be appealed to the City Council if such appeal is filed within fourteen consecutive calendar days from the date of the decision.

If the Director of Housing and Economic Development, or City Council responding to an appeal of the Director’s decision, determines that applying the requirements of this Chapter would effectuate an unconstitutional taking of property or otherwise have an unconstitutional application to the property, the affordable housing requirements shall be adjusted or waived to reduce the obligations under this Chapter to the extent necessary to avoid an unconstitutional result. If an adjustment or waiver is granted, any change in the use within the project shall invalidate the adjustment or waiver. If the Director, or City Council on appeal, determines that no violation of the United States or California Constitutions would occur through the application of this Chapter, the requirements of this Chapter shall remain fully applicable.

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30 ATTACHMENTS
1-A Municipal Code Chapter 9.64 (Subject to Amendments) 1-B AHPP Options Comparison Table
2-A Fee Adjustment Methodology
2-B Current Base Fees for Apartment and Condominium Projects (Adjusted Annually) 3-A Affordable Residences Table - Condominium Projects w/4+ Residences in Multifamily Zones
3-B Development Incentives Table
3-C Very Low, Low and Moderate Income Levels (Adjusted Annually) 3-D Maximum Rents (Adjusted Annually)
3-E Sample of Deed Restrictions
4-A Sample Application for Affordable Housing Waiting List 4-B Referral Status Form

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ATTACHMENT 1-A
Municipal Code Chapter 9.64
Chapter 9.64 AFFORDABLE HOUSING PRODUCTION PROGRAM

9.64.010 Findings and Purpose
The City’s affordable housing production program requires developers of market rate multifamily developments to contribute to affordable housing production and thereby help the City meet its affordable housing need. As detailed in the findings supporting the ordinance codified in this Chapter, the requirements of this Chapter are based on a number of factors including, but not limited to, the City’s long-standing commitment to economic diversity; the serious need for affordable housing as reflected in local, state, and federal housing regulations and policies; the demand for affordable housing created by market rate development; the depletion of potential affordable housing sites by market-rate development; and the impact that the lack of affordable housing production has on the health, safety, and welfare of the City’s residents including its impacts on traffic, transit and related air quality impacts, and the demands placed on the regional transportation infrastructure. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

9.64.020 Definitions
The following words or phrases as used in this Chapter shall have the following meanings:

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

B. 50% Income Household means a household whose gross income does not exceed 50% of the area median income, adjusted for household size, as published and periodically updated by HUD. 50% income households include 30% income households.

C.80% Income Household means a household whose gross income does not exceed 80% of the area median income, adjusted for household size, as published and periodically updated by HUD. 80% income households include 50% income households.

D.Adjusted for Household Size means 70% adjustment for a household of one person, 80% adjustment for a household of two persons, 90% adjustment for a household of three persons, 100% adjustment for a household of four persons, 108% adjustment for a household of five persons, 116% adjustment for a household of six persons, 124% adjustment for a household of seven persons, 132% adjustment for a household size of eight persons. For households of more than eight persons, adjustments shall be made in accordance with applicable HUD regulations.

E. Adjusted for Household Size Appropriate for the Unit means for a household of one person in the case of a studio unit, two persons in the case of a one-bedroom unit, three

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persons in the case of a two-bedroom unit, four persons in the case of a three-bedroom unit, and five persons in the case of a four-bedroom unit.

F. Affordable Housing Fee means a fee paid to the City by a multi-family project applicant pursuant to Section 9.64.070 of this Chapter to assist the City in the production of housing affordable to 30% income households, 50% income households, 80% income households, and moderate-income households.

G.Affordable Housing Unit means a housing unit developed by a multi-family project applicant pursuant to Section 9.64.050 or 9.64.060 of this Chapter which will be affordable to 30% income households, 50% income households, 80% income households, or moderate-income households.

H.Affordable Housing Unit Development Cost means the City’s average cost to develop a unit of housing affordable to 30% income households, 50% income households, 80% income households or moderate income households.

I. Affordable Ownership Housing Cost. Affordable ownership housing cost means: For moderate income households whose gross incomes exceed the maximum income limits for 80% income households, affordable housing cost shall not be less than 28 percent of the gross income of the household, nor exceed the product of 35 percent times 110 percent of the area median income adjusted for household size appropriate for the unit.

J. Affordable Rent. Affordable rent means:

1. For 30% income households, the product of 30 percent times 30 percent of the area median income adjusted for household size appropriate for the unit.

2. For 50% income households, the product of 30 percent times 50 percent of the area median income adjusted for household size appropriate for the unit.

3. For 80% income households whose gross incomes exceed the maximum incomes for 50% income households, the product of 30 percent times 60 percent of the area median income adjusted for household size appropriate for the unit.

4. For moderate income households, the product of 30 percent times 110 percent of the area median income adjusted for household size appropriate for the unit.

For purposes herein, affordable rent shall be adjusted as necessary to be consistent with pertinent Federal or State statutes and regulations governing Federal or State assisted housing.

K. Area Median Income or AMI. Area median income or AMI means the median family income published from time to time by HUD for the Los Angeles-Long Beach Metropolitan Statistical Area.

L. Dwelling Unit. One or more rooms, designed, occupied or intended for occupancy as separate living quarters, with full cooking, sleeping and bathroom facilities for the exclusive use of a single household. Dwelling unit shall also include single-room occupancy units as defined in Santa Monica Municipal Code Section 9.52.020 or any successor thereto.

M. Floor Area. Floor area as defined in Santa Monica Municipal Code Section 9.52.020 or any successor thereto.

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N.Gross Income. Gross income has the same meaning as provided in Title 25, Section 6914 of the California Code of Regulations, as amended from time to time, in accordance with law.

O.HCD. The California Department of Housing and Community Development or its successor.

P. Housing Cost. Housing cost has the same meaning as provided in Title 25, Section 6920 of the California Code of Regulations, as amended from time to time in accordance with law.

Q.HUD. The United States Department of Housing and Urban Development or its successor.

R.Income Eligibility. Income eligibility is based upon the gross income of the household, including the income of all wage earners, elderly or disabled family members, and all other sources of household income.

S. Market Rate Unit. A dwelling unit as to which the rental rate or sales price is not restricted by this Chapter.

T. Moderate Income Household means a household whose gross income exceeds the maximum income for an 80% income household and whose gross income does not exceed the lesser of: (i) 120% of the area median income, adjusted for household size, as published and periodically updated by HCD or (ii) twice the income limit for 50% income households, adjusted for household size, as published and periodically updated by HUD.

U.Multi-family Project. A multi-family residential development, including but not limited to apartments, condominiums, townhouses or the multi-family residential component of a mixed use project, for which City permits and approvals are sought.

V. Multi-family Project Applicant. Any person, firm, partnership, association, joint venture, corporation, or any entity or combination of entities which seeks City development permits or approvals to develop a multi-family project.

W. Multi-family Residential District. Any district designated in the Santa Monica Zoning Ordinance as a multi-family residential district.

X.Parcel. Parcel as defined in Santa Monica Municipal Code Section 9.52.020 or any successor thereto.

Y. Rent. Rent has the same meaning as provided in Title 25, Section 6918 of the California Code of Regulations, as amended from time to time in accordance with law.

Z. Vacant Parcel. A parcel in a multi-family residential district that has no residential structure located on it as of August 20, 1998 or which had a residential structure located on it on that date which was subsequently demolished pursuant to a demolition order of the City. No demolition of structures shall be permitted except in accordance with Santa Monica Municipal Code Chapter 9.25 et seq. or any successor thereto. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

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9.64.030 Applicability of Chapter
A.The obligations established by this Chapter shall apply to each multi-family project involving the construction of two or more multi-family units, which project has not received its ministerial or discretionary planning approvals including, without limitation: variances, conditional use permits, administrative approvals, development review permits, and development agreement ordinances which have not yet become effective (collectively, “Approvals”) on or before July 26, 2013. No building permit shall be issued for any multifamily project unless such construction has been approved in accordance with the standards and procedures provided for by this Chapter. Notwithstanding the above, a multifamily rental housing project that will be developed by a nonprofit housing provider receiving financial assistance through one of the City’s housing trust fund programs shall not be subject to the requirements of this Chapter so long as the project is an affordable housing project meeting the requirements of Santa Monica Municipal Code Section

9.52.020 or any successor thereto and the project’s affordability obligations will be secured by a regulatory agreement, memorandum of agreement, or recorded covenant with the City for a minimum period of fifty-five years.

B. Multi-family projects which have received Approvals prior to the effective date of this ordinance shall be subject to the provisions of Santa Monica Municipal Code Section

9.64.010 et seq., as they existed on the date of their approvals, except that pricing requirements for affordable housing units shall be published by the City on an annual basis instead of adoption by resolution of the City Council.

C.A designated landmark building or contributing structure to an adopted Historic District that is retained and preserved on-site as part of a multi-family project shall not be considered or included in assessing any of the requirements under this Chapter. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

9.64.040 Affordable Housing Obligation
A.Except as provided in Section 9.23.030(A), all multi-family project applicants shall comply with the requirements of this Chapter in the following manner:

1. Multi-family project applicants for multi-family ownership projects of four or more units in multi-family residential districts shall choose one of the two following options:
a. Providing affordable housing units on-site in accordance with Section

9.64.050;
b. Providing affordable housing units off-site in accordance with Section

9.64.060.

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2. In addition to the options established in subsections (1)(a) and (b), all other multifamily project applicants may also choose one of the following options:
a. Paying an affordable housing fee in accordance with Section 9.64.070; b. Acquiring land for affordable housing in accordance with Section

9.64.080.

B.A multi-family project application will not be determined complete until the applicant has submitted a written proposal which demonstrates the manner in which the requirements of this Chapter will be met. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

9.64.050 On-Site Option
The following requirements must be met to satisfy the on-site provisions of this Chapter:

A.For ownership projects of at least four units but not more than fifteen units in multi-family residential districts, the multi-family project applicant agrees to construct at least: (1) twenty percent of the total units as ownership units for moderate-income households, or as an alternative; (2) twenty percent of the total units as rental units for 80% income households if these rental units are provided by the applicant in accordance with Civil Code Sections 1954.52(b) and 1954.53(a)(2); (3) ten percent of the total units as rental units for 50% income households if these rental units are provided by the applicant in accordance with Civil Code Sections 1954.52(b) and 1954.53(a)(2); or (4) five percent of the total units as rental units for 30% income households if these rental units are provided by the applicant in accordance with Civil Code Sections 1954.52(b) and 1954.53(a)(2).

B.For ownership projects of sixteen units or more in multi-family residential districts, the multi-family project applicant agrees to construct at least: (1) twenty-five percent of the total units as ownership units for moderate-income households, or as an alternative; (2) twentyfive percent of the total units as rental units for 80% income households if these rental units are provided by the applicant in accordance with Civil Code Sections 1954.52(b) and 1954.53(a)(2); fifteen percent of the total units as rental units for 50% income households if these rental units are provided by the applicant in accordance with Civil Code Sections 1954.52(b) and 1954.53(a)(2); or (4) ten percent of the total units as rental units for 30% income households if these rental units are provided by the applicant in accordance with Civil Code Sections 1954.52(b) and 1954.53(a)(2).

C.For all other multi-family applicants, the multi-family project applicant agrees to construct at least:

1. Five percent of the total units of the project for 30% income households;

2. Ten percent of the total units of the project for 50% income households;

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3. Twenty percent of the total units of the project for 80% income households; or

4. One hundred percent of the total units of a project for moderate income households.

D.Except as provided in Section 9.23.030(A), any fractional affordable housing unit that results from the formulas of this Section that is 0.75 or more shall be treated as a whole affordable housing unit (i.e., any resulting fraction shall be rounded up to the next larger integer) and that unit shall also be built pursuant to the provisions of this Section. Any fractional affordable housing unit that is less than 0.75 can be satisfied by the payment of an affordable housing fee for that fractional unit only pursuant to Section 9.64.070(A)(4) or by constructing all the mandatory on-site affordable units with three or more bedrooms.

The City shall make available a list of income levels for 30% income households, 50% income households, 80% income households, and moderate income households, adjusted for household size, the corresponding maximum affordable rents adjusted by household size appropriate for the unit, and the minimum number of units required for 30% income households, 50% income households, or 80% income households required for typical sizes of multi-family projects, which list shall be updated periodically.

E.The multi-family project applicant may reduce either the size or interior amenities of the affordable housing units as long as there are not significant identifiable differences between affordable housing units and market rate units visible from the exterior of the dwelling units; provided, that all dwelling units conform to the requirements of the applicable Building and Housing Codes. However, except as provided in Section

9.23.030(A), each affordable housing unit provided shall have at least two bedrooms unless:

1. The proposed project comprises at least ninety-five percent one bedroom units, excluding the manager’s unit, in which case the affordable housing units may be one bedroom;

2. The proposed project comprises at least ninety-five percent zero bedroom units, excluding the manager’s unit, in which case the affordable housing units may be zero bedroom units;

3. The proposed project comprises zero and one bedroom units, excluding the manager’s unit, in which case the affordable housing units must be at least one bedroom units; or

4. The multi-family project applicant has elected not to pay the affordable housing fee pursuant to Section 9.64.070(A)(4), in which case the affordable housing units must be at least three bedroom units. The design of the affordable housing units shall

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be reasonably consistent with the market rate units in the project. An affordable housing unit shall have a minimum total floor area, depending upon the number of bedrooms provided, no less than the following:
0 bedrooms 500 square feet 1 occupant
1 bedroom 600 square feet 1 occupant
2 bedrooms 850 square feet 2 occupants
3 bedrooms 1,080 square feet 3 occupants
4 bedrooms 1,200 square feet 5 occupants
Affordable housing units in multi-family projects of one hundred units or more must be evenly disbursed throughout the multi-family project to prevent undue concentrations of affordable housing units.

F. All affordable housing units in a multi-family project or a phase of a multi-family project shall be constructed concurrently with the construction of market rate units in the multifamily project or phase of that project.

G.On-site affordable housing units must be rental units in rental projects. In ownership projects, these affordable housing units may be either rental units or ownership units.

H.Each multi-family project applicant, or his or her successor, shall submit an annual report to the City identifying which units are affordable units, the monthly rent (or total housing cost if an ownership unit), vacancy information for each affordable unit for the prior year, verification of income of the household occupying each affordable unit throughout the prior year, and such other information as may be required by City staff.

I. A multi-family project applicant in a residential district who meets the requirements of this Section shall be entitled to the density bonuses and incentives provided by Section

9.22.020 or any successor thereto and Section 9.22.030 or any successor thereto and the waiver/modification of development standards provided by Section 9.22.040 or any successor thereto. A multi-family project applicant in a commercial or industrial district shall be entitled to the development bonuses and incentives provided in the Land Use and Circulation Element and implementing ordinances.

J. All residential developments providing affordable housing on-site pursuant to the provisions of this Section shall receive priority building department plan check processing by which housing developments shall have plan check review in advance of other pending developments to the extent authorized by law.

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K.The City Council may by resolution establish compliance monitoring fees which reflect the reasonable regulatory cost to the City of ensuring compliance with this Section when affordable housing units are being initially rented or sold, when the required annual reports are submitted to the City, and when the units are being re-sold or re-leased. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

9.64.060 Off-Site Option
The following requirements must be met to satisfy the off-site option of this Chapter:

A.The multi-family project applicant for ownership projects of four or more units in multifamily residential districts shall agree to construct twenty-five percent more affordable housing units than number of affordable housing units required by Section 9.64.050(A) and (B).

B.For all other multi-family project applicants, the applicant shall agree to construct the same number of affordable housing units as specified in Section 9.64.050(C).

C.The multi-family project applicant shall identify an alternate site suitable for residential housing which the project applicant either owns or has site control over (e.g., purchase agreement, option to purchase, lease) subject to City review to ensure that the proposed development is consistent with the City’s housing objectives and projects.

D.The off-site units shall be located within a one-quarter mile radius of the market rate units.

E.The off-site units shall satisfy the requirements of subsections (D) through (J) of Section

9.64.050.

F. The off-site units shall not count towards the satisfaction of any affordable housing obligation that development of the alternative site with market rate units would otherwise be subject to pursuant to this Chapter.

G.Exceptions to the location of the off-site units specified in this Section may be granted by the Planning Commission on a case-by-case basis upon a showing by the multi-family project applicant, based upon substantial evidence, that the location of off-site units in a location different from that specified in this Section better accomplishes the goals of this Chapter, including maximizing affordable housing production and dispersing affordable housing throughout the City.

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H.The City Council may by resolution establish compliance monitoring fees which reflect the reasonable regulatory cost to the City of ensuring compliance with this Section when affordable housing units are initially being rented or sold, when the required annual reports are submitted to the City, and when the units are being re-sold or re-leased. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

9.64.070 Affordable Housing Fee
A multi-family project applicant eligible to meet the affordable housing obligations established by this Chapter by paying an affordable housing fee shall pay the fee in accordance with the following requirements:

A.An affordable housing fee may be paid in accordance with the following formulas:

1. Affordable housing unit base fee x floor area of multi-family project;

2. Multi-family projects with fractional affordable housing units of less than 0.75 based on the formula established in Section 9.64.050:
(City’s affordable housing unit development cost) x (fractional percentage) B.For purposes of this Section, the affordable housing unit base fee shall be established by resolution of the City Council. Commencing on July 1, 2006 and on July 1st of each fiscal year thereafter, the affordable housing unit base fee shall be adjusted based on changes in construction costs and land costs. The amount of the affordable housing fee that the multi-family project applicant must pay shall be based on the affordable housing unit base fee resolution in effect at the time that the affordable housing fee is paid to the City.

C.For purposes of this Section, the City’s affordable housing unit development cost shall be established by resolution of the City Council. Commencing on July 1, 2007 and on July 1st of each fiscal year thereafter, the City’s affordable housing unit development cost shall be adjusted based on changes in construction costs and land costs. The affordable housing fee that the multi-family project applicant must pay shall be based on the affordable housing unit development cost resolution in effect at the time of payment to the City.

D.The amount of the affordable housing unit base fee may vary by product type (apartment or condominium) and shall reflect, among other factors, the relationship between new market rate multi-family development and the need for affordable housing.

E.The affordable housing fee shall be paid in full to the City prior to the City granting any approval for the occupancy of the project, but no earlier than the time of building permit issuance.

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F. The City shall deposit any payment made pursuant to this Section in a reserve account separate from the General Fund to be used only for development of affordable housing, administrative costs related to the production of this housing, and monitoring and evaluation of this affordable housing production program. Any monies collected and interest accrued pursuant to this Chapter shall be committed within five years after the payment of such fees or the approval of the multi-family project, whichever occurs later.

Funds that have not been appropriated within this five-year period shall be refunded on a pro rata share to those multi-family project applicants who have paid fees during the period. Expenditures and commitments of funds shall be reported to the City Council annually as part of the City budget process.

G.An affordable housing fee payment pursuant to this Section shall not be considered provision of affordable housing units for purposes of determining whether the multi-family project qualifies for a density bonus pursuant to Government Code Section 65915. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

9.64.080 Land Acquisition
A.A multi-family project applicant may meet the affordable housing obligations established by this Chapter by making an irrevocable offer:

1. Dedicating land to the City or a non-profit housing provider;

2. Selling of land to the City or a non-profit housing provider at below market value; or

3. Optioning of land on behalf of the City or a non-profit housing provider.

Each of these options must be for a value at least equivalent to the affordable housing obligation otherwise required pursuant to this Section.

B.The multi-family project applicant must identify the land at the time that the development application is filed with the City. Any land offered pursuant to this Section must be located within one-quarter mile radius of the market rate units unless the multi-family project applicant demonstrates that locating the land outside of this radius better accomplishes the goals of this Chapter, including maximizing affordable housing production and dispersing affordable housing throughout the City. The City may approve, conditionally approve or reject such offers subject to administrative guidelines to be prepared by the City Manager or designee. If the City rejects such offer, the multi-family project applicant shall be required to meet the affordable housing obligation by other means set forth in this Chapter. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

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9.64.090 Fee Waivers
The Condominium and Cooperative Tax described in Section 6.76.010 of the Santa Monica Municipal Code or any successor thereto and the Park and Recreation Facilities Tax established in Chapter 6.80 of Article 6 of the Santa Monica Municipal Code or any successor thereto, the Transportation Impact Fee required by Chapter 9.66, or any successor thereto, the Open Space Fee required by Chapter 9.67, or any successor thereto, and the Childcare Linkage Fee required by Chapter 9.65, or any successor thereto, shall be waived for required affordable housing units and for 30%, 50%, 80% and moderate-income dwelling units developed by the City or its designee using affordable housing fee. However, any multi-family project applicant who elects to pay an affordable housing fee shall not be eligible for any fee waiver under this Section. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

9.64.100 Pricing Requirements for Affordable Housing Units The City shall publish, on an annual basis, the 30%, 50%, 80%, and moderate income household levels, and affordable rents for affordable housing units, adjusted for household size appropriate for the unit. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

9.64.110 Eligibility Requirements
A.Only 30%, 50%, 80% and moderate-income households shall be eligible to occupy or own and occupy affordable housing units. The City shall develop a list of income-qualified households. Multi-family project applicants shall be required to select households from the City-developed list of income-qualified households, except applicants of ownership projects of four or more units in the City’s multi-family residential zones may themselves select income-qualified households which shall be subject to eligibility certification by the City.

B.The following individuals, by virtue of their position or relationship, are ineligible to occupy an affordable housing unit:

1. All employees and officials of the City of Santa Monica or its agencies, authorities, or commissions who have, by the authority of their position, policy-making authority or influence over the implementation of this Chapter and the immediate relatives and employees of such City employees and officials;

2. The immediate relatives of the applicant or owner, including spouse, children, parents, grandparents, brother, sister, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, sister-in-law, and brother-in-law. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

9.64.120 Relation to Units Required by Rent Control Board 30%, 50%, 80% and moderate-income dwelling units developed as part of a market rate project, pursuant to replacement requirements of the Santa Monica Rent Control Board,

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shall count towards the satisfaction of this Chapter if they otherwise meet applicable requirements for this Chapter including, but not limited to, the income eligibility requirements, deed restriction requirements, and pricing requirements. New inclusionary units required by the Rent Control Board which meet the standards of this Chapter shall count towards the satisfaction of this Chapter. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

9.64.130 Deed Restrictions
Prior to issuance of a building permit for a project meeting the requirements of this Chapter by providing affordable units on-site or off-site, the multi-family project applicant shall submit deed restrictions or other legal instruments setting forth the obligation of the applicant under this Chapter for City review and approval. Such restrictions shall be effective for at least fifty-five years. In addition to the administrative guidelines specifically required by other provisions of this Chapter, the City Manager or designee shall be the designated authority to enter into recorded agreements with multi-family project applicants. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

9.64.140 Enforcement
No building permit or occupancy permit shall be issued, nor any development approval granted, for a project which is not exempt and does not meet the requirement of this Chapter. All affordable housing units shall be rented or owned in accordance with this Chapter. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

9.64.150 Annual Report
The City Manager or designee, shall submit a report to the City Council on an annual basis which shall contain information concerning the implementation of this Chapter. This report shall also detail the projects that have received planning approval during the previous year and the manner in which the provisions of this Chapter were satisfied. This report shall further assess whether the provisions of Proposition R have been met and whether changes to this Chapter or its implementation procedures are warranted. In the event the provisions of Proposition R have not been met, the City Council shall take such action as is necessary to ensure that the provisions will be met in the future. This action may include, but not be limited to, amending the provisions of this Chapter or its implementation. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

9.64.160 Principles and Guidelines
The City Manager or designee, shall develop guidelines to implement this chapter, which guidelines shall be subject to approval of the City Council. The guidelines shall include, but not be limited to, the methodology for the establishment and periodic adjustment of the base fee and the affordable housing unit development cost; for-sale affordable unit requirements, tenant and purchaser eligibility procedures; and additional requirements for exercise of the off-site option and land acquisition option. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

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9.64.170 Adjustments or Waivers
A.A multi-family project applicant may request that the requirements of this Chapter be adjusted or waived based on a showing that applying the requirements of this Chapter would effectuate an unconstitutional taking of property or otherwise have an unconstitutional application to the property.

B.To receive an adjustment or waiver, the applicant must submit an application to the City Manager or designee, at the time the applicant files a multi-family project application. The applicant shall bear the burden of presenting substantial evidence to support the request and set forth in detail the factual and legal basis for the claim, including all supporting technical documentation.

C.In making a determination on an application to adjust or waive the requirements of this Chapter, the City Manager or designee, or City Council on appeal, may assume each of the following when applicable:

1. The applicant is subject to the affordable housing requirement of this Chapter;

2. The applicant will benefit from the inclusionary incentives set forth in this Chapter and the City’s Municipal Code;

3. The applicant will be obligated to provide the most economical affordable housing units feasible in terms of construction, design, location and tenure.

D.The City Manager or designee shall render a written decision within ninety days after a complete application is filed. The City Manager’s or designee’s decision may be appealed to the City Council if such appeal is filed within fourteen consecutive calendar days from the date that the decision is made in the manner provided in Chapter 9.37 Common Procedures of this Code or any successor thereto.

E. If the City Manager or designee, or City Council on appeal, upon legal advice provided by or at the behest of the City Attorney, determines that applying the requirements of this Chapter would effectuate an unconstitutional taking of property or otherwise have an unconstitutional application to the property, the affordable housing requirements shall be adjusted or waived to reduce the obligations under this Chapter to the extent necessary to avoid an unconstitutional result. If an adjustment or waiver is granted, any change in the use within the project shall invalidate the adjustment or waiver. If the City Manager or designee, or City Council on appeal, determines that no violation of the United States or California Constitutions would occur through application of this Chapter, the requirements of this Chapter remain fully applicable. (Added by Ord. No. 2486CCS §§ 1, 2, adopted June 23, 2015)

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Attachment 1-B
ATTACHMENT 1-B
AHPP Options Comparison Table
Project Type: Rental Ownership Ownership Ownership Ownership Project Size: 2+ Apartments 2-3 Units 4-15 Units 16+ Units 2+ Units Zoning: Any Multifamily Multifamily Multifamily Not Multifamily Developer Chooses
One Option Below:

1. Construct Units
Onsite:

Moderate Income
Units1 100% 100% 20% 25% 100%
80% Income
Household Rental 20% 20% 20% 25% 20%
50% Income
Household Rental 10% 10% 10% 15% 10%
30% Income
Household Rental 5% 5% 5% 10% 5%

2. Construct Units
Offsite:

Same as
Onsite Options
Same as
Onsite Options
Onsite
Options +25%
Onsite
Options +25%
Same as Onsite
Options

3. Pay Affordable
Housing Fee: $31.25/Sq.Ft. $36.51/Sq.Ft. Not Applicable Not Applicable $36.51/Sq.Ft.

4. Acquire and Donate
Land
See SMMC

9.64.080
See SMMC

9.64.080 Not Applicable Not Applicable See SMMC 9.64.080 Note 1: Moderate-Income residences in this row are the same as the Project Type in terms of owner versus renter.

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ATTACHMENT 2-A
Fee Adjustment Methodology
Table 1 – Affordable Housing Unit Base Fee

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ATTACHMENT 2-A
Fee Adjustment Methodology
Table 2 – Affordable Housing Unit Development Cost

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Attachment 2-B
ATTACHMENT 2-B
Current Base Fees for Apartment and Condominium Projects

FEE FOR APARTMENT PROJECTS
Current Fee: $31.25 (Effective November 1, 2015)

FEE FOR CONDOMINIUM PROJECTS
Current Fee: $36.25 (Effective November 1, 2015)

TIMING OF FEE PAYMENT
Base Fee is due prior to completion of project, but not before building permit issuance, and the amount of fee due is based on fee amount in effect at time of payment.

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ATTACHMENT 3-A
Affordable Housing Table for 4+ Ownership Residences
in Multi-Family Zones
Number of
residences
in project before
density bonus
Number of
affordable
residences to be
provided**
FRACTIONS***
Fraction eligible
for fee payment
Fractional cost of
developing a residence
ON-SITE OPTION*
[# RESIDENCES X 20%]
2 On-site or off-site residences are not mandatory.
3 May pay affordable housing fee.
4 1.00 0.00 $0.00
5 1.00 0.00 $0.00
6 1.00 0.20 $65,585.40
7 1.00 0.40 $131,170.80
8 1.00 0.60 $196,756.20
9 2.00 0.00 $0.00
10 2.00 0.00 $0.00
11 2.00 0.20 $65,585.40
12 2.00 0.40 $131,170.80
13 2.00 0.60 $196,756.20
14 3.00 0.00 $0.00
15 3.00 0.00 $0.00
16+ [# residences x
25%] [fraction < 0.75] [fraction x unit development cost] OFF-SITE OPTION*
[# RESIDENCES X 25%]
2 On-site or off-site residences required are not mandatory 3 May pay affordable housing fee.
4 1.00 0.00 $0.00
5 1.00 0.25 $81,981.75
6 1.00 0.50 $163,963.50
7 2.00 0.00 $0.00
8 2.00 0.00 $0.00
9 2.00 0.25 $81,981.75
10 2.00 0.50 $163,963.50
11 3.00 0.00 $0.00
12 3.00 0.00 $0.00
13 3.00 0.25 $81,981.75
14 3.00 0.50 $163,963.50
15 4.00 0.00 $0.00
etc. etc. [fraction < 0.75] [fraction x unit development cost] *Ownership residences must be available for very low, low, or moderate income households *Rental residences must be available for very low or low income households **For fractions of 0.75 or more - round up to next whole number ***For fractions less than 0.75 - there are 2 options:
1) Pay the fractional cost of developing the unit based on affordable housing unit development cost ($327,927 per residence)
2) Construct all mandatory affordable residences with 3+ bedrooms

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ATTACHMENT 3-B
Development Incentives
Density Bonus Table for Housing Developments in Residential Zones * See Santa Monica Municipal Code Section 9.22 for more information.

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ATTACHMENT 3-C
Extremely-Low, Very-Low, Low- and Moderate Income Levels 2015 Income Limits

MAXIMUM ALLOWABLE INCOME (ANNUAL)
Household
Size
Extremely
Low (30%)
Very Low
(50%)
Low
(80%)
Moderate
(120%)
1 $17,950 $29,900 $47,850 $54,450
2 $20,500 $34,200 $54,650 $62,200
3 $23,050 $38,450 $61,500 $70,000
4 $25,600 $42,700 $68,300 $77,750
5 $28,410 $46,150 $73,800 $83,950
6 $32,570 $49,550 $79,250 $90,200
7 $36,730 $52,950 $84,700 $96,400
8 $40,890 $56,400 $90,200 $102,650

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ATTACHMENT 3-D
Maximum Allowable Rents
2015 Maximum Allowable Rent Limits

MAXIMUM ALLOWABLE RENTS
(Based on 30% Affordability Standard)
Residence
Type
Extremely
Low (30%)
Very
Low
(50%)
Low
(80%)
Moderate
(120%)
0-Bdrm $340 $567 $680 $1,247
1-Bdrm $389 $648 $778 $1,426
2-Bdrm $437 $729 $875 $1,604
3-Bdrm $486 $810 $972 $1,782
4-Bdrm $525 $875 $1,050 $1,925
Rents: Median Income for 4-person household x Income Level x Bedroom Adjustment x Affordability Standard (30%) / 12. (Ref: CA H&SC 50053, H&SC 50052.5(h), SMMC 9.64.020(D)) * Rents limits reflect a hold-harmless approach and are therefore held at their highpoint reached in 2011.

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ATTACHMENT 3-E
Sample Deed Restriction

AGREEMENT IMPOSING RESTRICTIONS

ON RENTS & OCCUPANCY OF REAL PROPERTY

THIS AGREEMENT IMPOSING RESTRICTIONS ON RENTS & OCCUPANCY OF REAL PROPERTY, entered into this [____] day of [month, 20--], by and between the CITY OF SANTA MONICA, a Municipal Corporation (hereinafter the "City"), and [name of applicant], a [California Limited Liability Company] (hereinafter the "Developer"), is made with reference to the following:

R E C I T A L S:

A. Developer is the owner of certain real property located at [address] in the City of Santa Monica, in the County of Los Angeles, California (hereinafter referred to as the "Subject Property"). The Subject Property is more particularly described in Exhibit "A" which is attached hereto and incorporated herein by this reference.

B. Developer wishes to construct a [project description include # stories, building square footage, form of ownership apt/condo] a (hereinafter referred to as the "Project"). The City has approved [type of application #AA, DR, VAR etc.] for the Project. The City approved the [type of application] subject to the conditions of this Agreement, which are imposed for the benefit of the City, the public and surrounding landowners and without which the [type of application] would not be approved.

C. The Project is subject to the requirements of the City's Affordable Housing Production Program, Santa Monica Municipal Code Chapter 9.64, and the Administrative Guidelines for Chapter 9.64, as they may be amended from time to time (all collectively, referenced herein as "Affordability Restrictions"). The Developer has agreed to satisfy the Affordability Restrictions by fully complying with this Agreement.

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

1. RECITALS.

The Recitals stated above, are hereby incorporated by reference into this Agreement and adopted by the parties to this Agreement as true and correct.

2. DEFINITIONS.

2.1 “Affordable Units” means dwelling units within the Project that are

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available to and occupied by Fifty Percent Income Households and Eighty Percent Income Households at Affordable Rent.

2.2 “Affordable Rent” means:
(a) For thirty percent income households, the product of thirty percent times thirty percent of the area median income adjusted for household size appropriate for the unit.
(b) For fifty percent income households, the product of thirty percent times fifty percent of the area median income adjusted for household size appropriate for the unit. (c) For eighty percent income households whose gross incomes exceed the maximum incomes for fifty percent income households, the product of thirty percent times sixty percent of the area median income adjusted for household size appropriate for the unit.

2.3 “Area Median Income or AMI” means the median family income published from time to time by the United States Department of Housing and Urban Development ("HUD") for the Los Angeles-Long Beach Metropolitan Statistical Area.

2.4 “Eighty Percent Income Household” means a household whose gross income does not exceed the eighty percent income limits applicable to the Los AngelesLong Beach Primary Metropolitan Statistical Area, adjusted for household size, as published and periodically updated by HUD. Eighty Percent Income Households include Fifty Percent Income Households.

2.5 “Fifty Percent Income Household” means a household whose gross income does not exceed the fifty percent income limits applicable to the Los AngelesLong Beach Primary Metropolitan Statistical Area, adjusted for household size, as published and periodically updated by HUD. Fifty percent income households include Thirty Percent Income Households.

2.6 “Life of the Project” shall mean a period commencing on the date of Certificate of Occupancy is issued for the Project and ending on the date which is fiftyfive (55) years from Certificate of Occupancy for the Project; provided, however, that if the Project is damaged or destroyed and cannot be rebuilt in accordance with the development standards permitted in this Agreement, then the Life of the Project shall be deemed to have ended as of the date of such damage or destruction.

2.7 “Rent” has the same meaning as provided in title 25, section 6918 of the California Code of Regulations, as amended from time to time in accordance with law.

2.8 “Thirty Percent Income Household” means a household whose gross income does not exceed the thirty percent income limits applicable to the Los AngelesLong Beach Primary Metropolitan Statistical Area, adjusted for household size, as published and periodically updated by HUD.

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3. CONTRACT WITH CITY.

Developer hereby acknowledges that in issuing the [type of application] for the Project, the City is reducing or modifying development standards otherwise applicable to the Project such as increasing unit density, reducing parking and other property development standards, and/or waiving fees. In exchange for such forms of assistance from the City, which are of financial benefit to the Developer, Developer has entered into this contract with this City and agreed to the other conditions of the [type of permit see above], including the requirement included in this Agreement to provide and maintain [#] Affordable Units on the Subject Property for occupancy by qualified households who meet the requirements specified in this Agreement. The parties agree and acknowledge that this is a contract providing forms of assistance to the Developer within the meaning of Civil Code Section 1954.52 (b) and Government Code Section 65915 et seq.

4. DEVELOPER TO PROVIDE AND MAINTAIN [Total # deed restricted units] Example: TEN (10) AFFORDABLE UNITS.
(a) Upon issuance of a Certificate of Occupancy for the Project, Developer shall provide and maintain [#] Affordable Units on the Subject Property, as follows:
[# and type of unit] Example: Ten (10) one-bedroom Affordable Units shall be available to and occupied by [insert affordability level] Example: Fifty Percent Income Households at Affordable Rent.

Developer shall submit plans to the City's Building Official, identifying the unit numbers and exact locations of all of the Affordable Units. The submittal of these plans with the required identification of Affordable Units shall be a condition precedent to Developer's obtaining a building permit for the Project. (b) The Affordable Units shall be rental units and the maximum rent shall be calculated pursuant to the formula set forth in Section 5 of this Agreement. (c) The City shall issue a Certificate of Occupancy for the Project ("Certificate") expressly contingent upon compliance with the terms of this Agreement. A valid Certificate shall be required at all times to continue to use or occupy the Project. A breach of this Agreement shall be grounds for revoking the Certificate. The City shall provide reasonable notice and an opportunity to cure any breach of this Agreement prior to revoking the Certificate.

5. TERMS FOR THE RENTAL OF THE AFFORDABLE UNITS.

The maximum Affordable Rent for the [#] Affordable Units on the Subject Property shall be as follows:

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(a) If the household is receiving a rental housing subsidy, the maximum allowable rent shall be the lesser of the Affordable Rent calculated under subparagraph (b) of this Section 5 or the payment standard authorized by the Santa Monica Housing Authority.
(b) If the household is not receiving federal rental assistance as defined above, the maximum allowable rent for the unit shall be calculated as follows:

For Fifty Percent Income Households
Area Median Income x 50% x Bedroom Adjustment Factor x 30% = Maximum Affordable Rent (Annual).

For Eighty Percent Income Households
Area Median Income x 60% x Bedroom Adjustment Factor x 30% = Maximum Affordable Rent (Annual).

The Maximum Allowable Rent figures must be divided by twelve to determine the maximum allowable monthly rent.

The formula for the calculation of rents as of the date of this Agreement is as follows:
(c) Area Median Income - As periodically published by HUD, currently $64,800 (for a family of four).
(d) Bedroom Adjustment Factors
0 Bedroom .7 3 Bedrooms 1.00
1 Bedroom .8 4 Bedrooms 1.08
2 Bedroom .90
(e) Affordable Rents 2015, to be updated annually3
Studio 1-BR 2-BR 3BR
Fifty Percent Income Household $567 $648 $729 $810
Eighty Percent Income Household $680 $778 $875 $972
(f) In the event the standards for establishing the monthly rental rate of the Affordable Units set forth in Section 5 cease to exist, the parties shall substitute a similar

3 These numbers include the utility allowance adopted by the City's Housing Authority for 2015, and is adjusted annually thereafter.

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standard established by HUD or its successor governmental agency. If the parties are unable to agree upon a substitute standard, the parties shall refer the choice of the substitute standard to binding arbitration in accordance with the rules of the American Arbitration Association.
(g) Minimum Occupancy Requirements
0 bedroom 1 occupant
1 bedroom 1 occupants
2 bedroom 2 occupants
3 bedrooms 3 occupants
4 bedrooms 5 occupants

6. HOUSEHOLD ADJUSTMENT FACTORS.

The Household Adjustment Factors are as follows:
1 person 0.7
2 persons 0.8
3 persons 0.9
4 persons 1.0
5 persons 1.08
6 persons 1.16
7 persons 1.24
8 persons 1.32
During the duration of this agreement, developer agrees to make reasonable efforts to rent vacant Affordable Units within sixty days.

7. TENANT SELECTION.

Developer shall select households from the City-developed list of income qualified households. Only households selected from the City-developed list of income qualified households shall occupy any of the Affordable Units.

8. CITY APPROVAL OF DOCUMENTS.

The Conditions, Covenants and Restrictions (CC&R's), if any, for the Subject Property shall include reference to all applicable obligations and duties of the parties created by this Agreement. The City Attorney of the City of Santa Monica shall approve as to form the CC&R's prior to recordation of the final subdivision or parcel map for the Subject Property.

Developer shall rent the Affordable Units pursuant to the terms and conditions of

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a lease or rental agreement approved by the City. At least ninety days prior to the expected completion date, Developer shall submit to the City Housing Division for review a copy of the lease agreement to be used. In addition to any other provision required by the City to ensure compliance with Chapter 9.64 and the Administrative Guidelines for Chapter 9.64, as they may be amended from time to time, said lease or rental agreement shall contain a provision prohibiting subleasing of the Affordable Units or revising the composition of the household without Developer's permission. Developer shall not approve any change that renders the Affordable Units in noncompliance with the household income requirements of this Agreement. The addition to the household of minor children, a spouse, or registered domestic partner shall not be deemed a change in the household requiring Developer's prior approval pursuant to this Section.

Developer shall lease the Affordable Units concurrently with all other units in the Project so as to avoid prolonged vacancy of the Affordable Units during lease-up of the Project.

9. ATTORNEYS' FEES AND COSTS.

In the event of any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or breach thereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorneys' fees and costs.

10. APPOINTMENT OF OTHER AGENCIES.

The City may designate, appoint or contract with any other public agency to perform City's obligations under this Agreement.

11. SEVERABILITY.

In the event any limitation, condition, restriction, covenant or provision contained in this Agreement is held to be invalid, void or unenforceable by any court of competent jurisdiction, the remaining portions of this Agreement shall, nevertheless, be and remain in full force and effect.

12. NOTICES.

All notices required under this Agreement shall be sent by certified mail, return receipt requested, to the following addresses:

TO THE CITY OF SANTA MONICA: City of Santa Monica
Planning and Community Development
Department
1685 Main Street, Room 212
Santa Monica, California 90401

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Attention: Director, Planning and
Community Development Department
TO THE DEVELOPER: [enter developer name/address]
Any party may change the address to which notices are to be sent by notifying the other parties of the new address, in the manner set forth above.

13. HOLD HARMLESS.

As between the City and the Developer, the Developer is deemed to assume responsibility and liability for, and the Developer shall indemnify and hold harmless the City and its City Council, boards and commissions, officers, agents, servants or employees from and against any and all claims, loss, damage, charge or expense, whether direct or indirect, to which the City or its City Council, boards and commissions, officers, agents, servants or employees may be put or subjected, by reason of any damage, loss or injury of any kind or nature whatever to persons or property caused by or resulting from or in connection with any act or action, or any neglect, omission or failure to act when under a duty to act, on the part of the Developer or any of Developer's officers, agents, servants, employees or subcontractors in his or their performance hereunder.

14. BURDEN TO RUN WITH PROPERTY.

The covenants and conditions herein contained shall apply to and bind the heirs, successors and assigns of all the parties hereto and shall run with and burden the Subject Property for the benefit of the City, the public and surrounding landowners, until terminated in accordance with the provisions hereof. Developer shall expressly make the conditions and covenants contained in this Agreement a part of any deed or other instrument conveying any interest in the Subject Property.

15. SALE OR CONVERSION OF PROPERTY.

In the event of sale or conversion of the subject property, any Conditions, Covenants and Restrictions (CC&R's) for the property, shall incorporate by reference all obligations and duties of the parties created by this Agreement. Reporting obligations set forth in Section 24 below, shall be set forth in the CC&R's if any, for the project.

16. PROHIBITION AGAINST DISCRIMINATION.

Developer agrees not to discriminate against any actual or potential occupant of the subject property on the basis of sex, race, color, religion, ancestry, national origin, sexual orientation, age, pregnancy, marital status, handicap, HIV, family composition, source of income, the use of a rental subsidy voucher, or the potential or actual occupancy of minor children. Developer further agrees to take affirmative action to ensure that no such person is discriminated against for any of the aforementioned reasons.

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17. STANDING TO ENFORCE AGREEMENT.

Violation of this Agreement may be enjoined, abated or remedied by appropriate legal proceeding in a court of competent jurisdiction by any aggrieved party, including but not limited to, the parties hereto, or their respective successors, heirs and assigns.

The right to specific performance of this Agreement shall be an appropriate remedy for a breach of this Agreement because of the uniqueness of the Property and the inherent difficulty in calculating adequate damages.

18. INTEGRATED AGREEMENT.

This Agreement constitutes the entire agreement between the parties and no modification hereof shall be binding unless reduced to writing and signed by the parties hereto.

19. APPLICABLE LAW.

All questions pertaining to the validity and interpretation of this Agreement shall be determined in accordance with the laws of California applicable to contracts made to and to be performed within the State.

20. CITY AUTHORITY TO ENFORCE LAW
The obligation of the Owner pursuant to this Agreement are in addition to, and in no way limit, the authority of the City to enforce all laws and regulation applicable to the Subject Property. Nothing in this Agreement shall limit the authority of the City to take appropriate action to enforce the terms of any permit issued by the City relating to the Subject Property.

21. DURATION OF AGREEMENT.

This Agreement shall terminate and become null and void fifty-five (55) years from issuance of the Certificate of Occupancy.

22. AMENDMENT OF AGREEMENT.

This Agreement, and any Section, subsection, or covenant contained herein, may be terminated or amended only upon the written consent of all parties hereto.

23. RECORDING OF AGREEMENT.

The parties hereto shall cause this Agreement to be recorded in the Official

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Packet Pg. 154 Attachment: AHPP Administrative Guidelines (6555 : AHPP Fee Adjustment) Administrative Guidelines
Affordable Housing Production Program
Attachment 3-E
Records of the County of Los Angeles.

24. YEARLY REPORT.

Developer shall issue a written report to City on an annual basis commencing one year from the date of issuance of the Certificate of Occupancy and continuing thereafter throughout the term of the Agreement. The report shall state the rent level then being charged for the Affordable Units, whether the occupants are assisted by a rental housing subsidy program, the number of occupants in the household, whether there have been any changes in the composition of the household, whether any vacancies have occurred during the reporting year, any changes in income of the residents of the affordable units, and such other information as may be required by City staff.

25. COMPLIANCE MONITORING.

Pursuant to City of Santa Monica Resolution 10635 (CCS) and Santa Monica Municipal Code Sections 9.64.050 and 9.64.060, Developer shall pay the reasonable regulatory costs of ensuring compliance with this Agreement through a Compliance Monitoring Fee, adopted and approved on November 22, 2011 and administratively revised on an annual basis.
\\\

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Packet Pg. 155 Attachment: AHPP Administrative Guidelines (6555 : AHPP Fee Adjustment) Administrative Guidelines
Affordable Housing Production Program
Attachment 3-E

26. AUTHORITY TO EXECUTE.

The undersigned declare they have full authority to execute this Agreement on behalf of Developer, and bind Developer to all the terms and conditions contained herein. [Note: document text needs to be part of signature page; set hard page breaks when necessary]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

ATTEST: “CITY”

CITY OF SANTA MONICA
a Municipal Corporation
___________________________
Denise Anderson-Warren
City Clerk By: ____________________________
Rick Cole
APPROVED AS TO FORM: City Manager

SANTA MONICA CITY ATTORNEY
__________________________

MARSHA JONES MOUTRIE
City Attorney “DEVELOPER”
[Name], LLC
a California limited liability company
By_______________________
[name, and title, i.e. Manager, trustee,
owner etc]
Prepared by: Planner Name
Reference Number: XXDED-XXX

5.C.e
Packet Pg. 156 Attachment: AHPP Administrative Guidelines (6555 : AHPP Fee Adjustment) Administrative Guidelines
Affordable Housing Production Program
Attachment 3-E

EXHIBIT A

LOT -----------, BLOCK ---------, TRACT ------------ IN THE CITY OF SANTA MONICA,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN

BOOK XX PAGE XXX, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
(Insert Complete Legal Description)
APN ___________
Commonly Known As: [Street Address]

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Packet Pg. 157 Attachment: AHPP Administrative Guidelines (6555 : AHPP Fee Adjustment) Administrative Guidelines
Affordable Housing Production Program
Attachment 3-E
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

ACKNOWLEDGMENT
STATE OF __________________ }ss:

COUNTY OF ________________
On before me, , a Notary Public,
(insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of _______________________ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

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Packet Pg. 158 Attachment: AHPP Administrative Guidelines (6555 : AHPP Fee Adjustment) Administrative Guidelines
Affordable Housing Production Program
Attachment 4-A
ATTACHMENT 4-A (Updated for 2016 AHPP Guidelines Update) Sample Application for Affordable Housing Eligibility List

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Packet Pg. 159 Attachment: AHPP Administrative Guidelines (6555 : AHPP Fee Adjustment) Administrative Guidelines
Affordable Housing Production Program
Attachment 4-A

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Packet Pg. 160 Attachment: AHPP Administrative Guidelines (6555 : AHPP Fee Adjustment) Administrative Guidelines
Affordable Housing Production Program
Attachment 4-B
ATTACHMENT 4-B (Updated for 2016 AHPP Guidelines Update) Property Address
Owner/Manager Name
Phone #/Email
Residence #
Name and Phone Number
Referral #1:

Was #1
Offered the
Residence?
Yes No
Comments:

Did #1
Accept the
Residence?
Yes No
Comments:

Name and Phone Number
Referral #2:

Was #2
Offered the
Residence?
Yes No
Comments:

Did #2
Accept the
Residence?
Yes No
Comments:

Name and Phone Number
Referral #3:

Was #3
Offered the
Residence?
Yes No
Comments:

Did #3
Accept the
Residence?
Yes No
Comments:

Housing Division
Waiting List Referral Form

5.C.e
Packet Pg. 161 Attachment: AHPP Administrative Guidelines (6555 : AHPP Fee Adjustment) 1 David Yakobson
From: Peter Borresen
Sent: Tuesday, October 8, 2024 9:23 AM
To: councilmtgitems
Subject: Public comment. City Council mtg. Oct 8th. Item 5C Public comment. City Council mtg. Oct 8th. Item 5C
Dear Santa Monica City Council,

The Santa Monica Housing Commission previously presented a report on advancing affordable homeownership to the council.

Here is a link to the report:
https://www.santamonica.gov/media/HED/Housing/Housing%20Agenda%20Attachments/Santa%20Mo nica%20Housing%20Commission%20Affordable%20Homeownership%20Report%207%20May%20202

3.pdf

The report recommends that the city: “Equalize the treatment of new ownership construction and new rental construction in planning and fee schedules so that one isn’t privileged over the other.” Such fees include the “Affordable Housing Unit Base Fee” and the “Affordable Housing Unit Development Cost”, and all other related fees and development conditions.

Currently, the city is proposing rates of $43.91/sqft for apartment construction and $51.30/sqft for condo construction for the above fees. This puts condo purchasers at a clear disadvantage to rental landlords.

Corporate landlords are reaping future wealth appreciation whilst market-rate renters have no rent control protections and accumulate nothing. If built as condos instead, owner-occupiers would gain housing security, price stability and could grow wealth.

One of the findings of the Housing Commission report is that the affordability of for-sale, market-rate housing can be improved with the construction of entry-level condos instead of apartments on our boulevards

Many of the high-density apartment buildings going up on our boulevards are rented by the working classes, and so would also be affordable by those same people to buy if built as condos.

Furthermore, inclusionary units in those buildings could be sold as deed-restricted condos instead of rentals, and so would benefit low-income Santa Monicans also.

There is no possibility of a shortage of market-rate rentals as our city is flooded with new supply. But there is a critical shortage of newly-built, entry-level, market-rate for-sale housing.

The current fee structure means that only a very small number of (high-end) town-home style condos get built. But via fee-equalization, higher-density, lower cost condos could be built along our boulevards, not just rentals.

Item 5-C
October 8, 2024
Item 5-C
October 8, 2024

5.C.i
Packet Pg. 162 Attachment: Written Comments (6555 : AHPP Fee Adjustment) 2 The council should require staff to equalize the aforementioned fees. Furthermore, the council should ask staff to research all other development aspects (parking, setbacks, density etc.) where for-sale housing is disadvantaged to market-rate rental-housing, and equalize them if currently not – including for those being built as ‘builders-remedies’.

In equalizing the fees, either the landlord fees can go up, or the condo fees can come down, or they can meet somewhere in the middle. But note that, relative to the number of apartments in the pipeline, almost no condos are being built. So, to maintain proposed funding, whichever method is chosen, the landlord fee might need at most a trivial rise, if any, from the currently proposed fees.

Currently, corporate landlords are favored by the city and grow wealthier. But working-class residents who want to own their own homes at an entry-level price are being shut out by the city. The current situation must be rectified.

As HUD’s proposed new rule re “Affirmatively Furthering Fair Housing” states:

“Inequality in access to homeownership has created a ballooning wealth gap among racial and ethnic groups. Homeownership is generally the most traditional and stable way for a family to accumulate wealth.”

And as the Housing Commission report says:

“Homeownership confers numerous benefits in addition to stability. It contributes to lower and more controlled long term housing costs, builds personal and multigenerational wealth through appreciation, enables environmental customization, and provides a means of selfexpression. Homeownership fosters pride, builds social equity, and strengthens community.”

Indeed, some on our council may already own their homes, and can vouch for the very real benefits that ownership brings, and why it should be available to many more families in our city.

Yours sincerely,

Peter Borresen - Santa Monica Housing Commission Vice Chair.

With the consent of Gail Gordon - Santa Monica Housing Commission Chair.

Item 5-C
October 8, 2024
Item 5-C
October 8, 2024

5.C.i
Packet Pg. 163 Attachment: Written Comments (6555 : AHPP Fee Adjustment) City Council
Report
City Council Meeting: October 8, 2024
Agenda Item: 5.D
1 of 4
To: Mayor and City Council
From: Oscar Santiago, Director, Finance Department
Subject: Approval of First Modification to Tyler Technologies Agreement for the Enterprise Resource Planning (ERP) System
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; and

Summary
The City of Santa Monica currently uses Tyler Technology’s Enterprise Resource Planning (ERP) software system to perform critical citywide financial management, human resources, and payroll functions. The ERP is an essential system and the most utilized system in the City. To ensure continuity of services, staff seeks approval to increase the approved contract amount to cover the cost of an additional five years of subscription licensing, including maintenance and support services, in the amount of $1,851,000, for a new total not to exceed $6,211,000. Additionally, with this modification staff would revise the scope of services by replacing underutilized ERP modules with essential Application Programming Interfaces (API) to enhance reporting and data sharing across other third-party systems currently utilized by the City, as an

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exception to competitive bidding per Santa Monica Municipal Code (SMMC) Sections

2.24.250(b).

Discussion
On May 12, 2015 (Attachment A) Council authorized the purchase of the Financial Management, Human Resources and Payroll system, Tyler Munis, which Tyler Technologies, Inc. later rebranded to Enterprise ERP. Significant staff and financial resources have been dedicated to customizing, integrating, and configuring the ERP to support compliance and various City functions such as Financial Reporting, Contracts Management, Procurement, General Billing, Human Resources, Payroll, Accounts Payable, and Grants Management. The system enables the City to manage all the City’s financial functions, while maintaining internal controls and preventing unauthorized use of City funds. Tyler Technologies Enterprise ERP continues to meet the City’s needs, and the manufacturer continuously improves, updates and evolves the system to maintain compliance with generally accepted tax and accounting principles and internal policies.

The modification to the maintenance and support agreement will ensure continuity of services by extending subscription services for an additional five years, enabling staff to continue to use the ERP, as well as to leverage all current and future API toolkits available by Tyler Technologies, Inc. The API tools will be utilized to establish integrations to share data between Tyler and non-Tyler applications. With access to the APIs the City can automate and streamline various financial and operational workflows, enhancing overall efficiency and data accuracy across citywide systems.

Vendor Selection
Exception to Competitive Bidding
Tyler Technologies is our current ERP system provider. The current system was selected from a competitive process in 2015 and meets the needs of the City for financial and human capital management. Due to the complexity of implementing an ERP system and the rigorous efforts to replace it, the standard lifecycle of an ERP

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system ranges from fifteen to twenty-five years. With the new requirement for the API Toolkit, and the relative infancy of our ERP system, it is not practical to seek a new ERP system that includes an API Toolkit, but rather add on a toolkit. Because the API Toolkit was not originally needed, it was not included in the original solicitation. Since the new dollar value for the API Toolkit requires a competitive solicitation, staff is requesting an exception to competitive bidding for the reason above. Furthermore, soliciting new bids for an API Toolkit would be a lengthy disruption to the City’s operations due to the implementation of new software or services and increase the risk of errors and disruptions, resulting in hard and soft cost losses. Staff recommends that Tyler Technologies, Inc. be retained to provide proprietary API Toolkit as an exception to competitive bidding per SMMC Sections 2.24.250(b).
b. Good or service is only available from one license holder, including, proprietary goods.

Past Council Actions
Meeting Date Description
5/12/15 (Attachment A) Enterprise Resource Planning System Purchase Environmental Review
The contract modification is categorically exempt from CEQA pursuant to Section 15061(b)(3) of the CEQA Guidelines. The award contract 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.” The modification will allow the City to continue to utilize its financial management, human resources, and payroll modules. 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.

Financial Impacts and Budget Actions

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Staff seeks authority to approve available funding from the General Fund to increase the amount of the agreement with Tyler Technologies, Inc. for an additional five years for maintenance and support services.

Agreement
#
Current
Authorized
Amount
FY 2024-25
Budget Modified
Request Amount
Future Years
Total Modified
Request Amount
Dept / CIP
Account #
Total Revised
Agreement
Amount
10062  $1,160,000   $316,091 $1,431,209 01300001.529230  $2,907,300 10062  $3,200,000   $103,700 $0 C0106320.689000  $3,303,700 Total $4,360,000 $419,791 $1,431,209 $6,211,000
Future year funding is contingent on Council budget approval.

Prepared By: Steve Gomez, Financial Operations Manager
Approved Forwarded to Council
Attachments:

A. May 12, 2015 Staff Report
B. Tyler Technologies ERP System (10062) - Original Contract (2015) C. Tyler Technologies - Living Wage Form FY24-25
D. Tyler Technologies - Oaks Initiative Form (2024)
E. Tyler Technologies - Levine Act Disclosure Form (2024)

5.D
Packet Pg. 167
City Council Report
City Council Meeting: May 12, 2015
Agenda Item: 3-O
To: Mayor and City Council
From: Gigi Decavalles-Hughes, Director
Subject: Enterprise Resource Planning System Purchase
Recommended Action
Staff recommends that the City Council:
1) Award RFP# 4714 to Tyler Technologies, Inc., a Maine-based company, for an Enterprise Resource Planning (ERP) System to replace the City’s Financial Management, Human Resources and Payroll systems;
2) Authorize the City Manager to negotiate and execute an agreement with Tyler Technologies, Inc., in an amount not to exceed $3,200,000, including a $576,000 (22%) contingency, for five years with future year funding contingent on Council budget approval;
3) Authorize the City Manager to negotiate and execute a maintenance agreement with Tyler Technologies, Inc., a Maine-based company, in an amount not to exceed $1,160,000 to provide maintenance and support for the Tyler Munis software system for five years with future year funding contingent on Council budget approval; and
4) Authorize the Director of Finance to issue any necessary change orders to complete additional work within contract authority.

Executive Summary
The City of Santa Monica currently uses two software systems to perform financial management, human resources, and payroll activities. At the time the City selected these software packages they were considered best of breed, but neither was specifically designed for the public sector. Both systems are now antiquated, and software vendors no longer support them. Staff determined that replacing the systems with an integrated system was the best way forward. The City issued a Request for Information (RFI) in August 2013, and a Request for Proposals (RFP) in April 2014 for an Enterprise Resource Planning (ERP) System to replace current systems. Staff recommends Tyler Technologies, Inc., which specializes in software designed for the public sector, as the best qualified bidder to provide an ERP system for a total not to exceed $3,200,000.

Background
On November 28, 1995 (Attachment A), Council authorized the purchase of a human resources and payroll software system from PeopleSoft. On March 24, 1998 (Attachment B), Council authorized the purchase of a financial management system from JD Edwards. In 2003, PeopleSoft acquired JD Edwards and in 2005, Oracle acquired PeopleSoft. The Oracle Corporation now owns both software systems. When ownership changed, Oracle presented a plan to join the two software packages and create a unified package containing the best features of each. That software never came to fruition and as a result, Oracle announced that it would continue each product line as separate software, and would support the City’s versions of each until December 2013. After this point, the City would either need to upgrade both systems, or purchase an ERP system to replace them.

Although both software systems are functional, they operate on code written in the 1980s, and have not been upgraded for over 10 years. In some cases, the current systems do not have the functionality to provide data, and in many cases cannot provide data in an efficient and timely manner. Since systems are not integrated, staff must manually transfer data to complete processes, gain information, or create reports. This lack of functionality and integration makes processes inefficient, and can also lead to financial risks, as noted in the February 2015 internal controls review conducted by the City’s internal auditor.

Due to the availability and quality of systems designed specifically for the public sector, significant costs associated with upgrading existing software, and risk and efficiency concerns inherent in systems that are not https://www.smgov.net/departments/council/agendas/2015/20150512/s2015051203-O.htm 1/4

5.D.a
Packet Pg. 168 Attachment: May 12, 2015 Staff Report (6574 : Approval of First Modification to Tyler Technologies Agreement for the ERP System) integrated, staff decided to pursue system replacement. On June 12, 2012 (Attachment C), Council approved an initial budget for this purchase with the FY 2012-14 Capital Improvement Program budget.

Discussion
In June 2013, knowing that the manufacturer planned to end existing software systems support, staff began to explore purchasing a new ERP system. Following a Government Finance Officers Association (GFOA) recommendation, the City issued an RFI in August 2013 to explore new functionality in ERP software. The City received 17 responses to the RFI. From these submissions, staff invited six vendors to provide high level demonstrations.

These presentations showed the significant advances in software systems specifically designed for public sector entities since the City’s 1995 and 1998 system purchases, including vast improvements in the software systems’ functionality and reporting capability. The RFI process and related presentations confirmed staff’s decision to purchase an ERP system. The City formed an evaluation team and executive team, both composed of representatives from the Finance, Human Resources and Information Systems Departments to lead the search for an ERP software system. The evaluation team provided high level guidance and support to the evaluation team, including making the final system recommendation. The executive team will remain in place throughout implementation, and will provide guidance to and approve recommendations from the project manager.

Vendor Selection
On April 7, 2014, the City issued an RFP for an ERP System. The RFP was posted on the City’s online bidding site, and notices were advertised in the Santa Monica Daily Press in accordance with City Charter and Municipal Code provisions. Seven hundred and twelve (712) vendors were notified, 53 vendors downloaded the RFP, and 6 firms responded. Responses to the RFP were reviewed by a selection panel of staff from the Finance, Information Systems and Human Resources Departments. The RFP was very detailed, citing over 2,000 requirements developed in conjunction with key representatives from every City department.

Staff received detailed responses from six software vendors. The evaluation team reviewed RFP responses using the following criteria:

Proposed solution functionality;
Corporate experience;
Vendor references;
Project plan/work schedule;
Staffing and organization, and
Cost.

From these proposals, the evaluation team recommended three vendors to the executive team for further consideration. In September 2014, after obtaining executive team approval for the three short-listed vendors, the City conducted in-depth scripted demonstrations with each vendor. Each vendor presented at 22 sessions over a three-day period on all functional areas under evaluation, including general ledger, procurement, accounts payable, budget, and human resources. Staff invited representatives from each City department to attend any vendor session. Over 50 employees attended those vendor sessions applicable to their respective City functions. Session participants provided feedback on each software system, including likes and dislikes related to their specific area, and provided overall vender rankings.

Following the scripted demonstrations, staff selected two of the three vendors for additional questions in specific areas, and in November 2014 invited these two vendors to perform further demonstrations. In January and February 2015, staff performed site visits and made reference calls to other municipalities and County https://www.smgov.net/departments/council/agendas/2015/20150512/s2015051203-O.htm 2/4

5.D.a
Packet Pg. 169 Attachment: May 12, 2015 Staff Report (6574 : Approval of First Modification to Tyler Technologies Agreement for the ERP System) governments that use the software systems under consideration. The evaluation team used the following additional criteria in this final review of short-listed vendors:
· Performance in scripted demonstrations;
· Site visits;
· Vendor references; and
· Comprehensive, best and final cost proposal.

After all reviews, the evaluation team recommended the Tyler Technologies, Munis software system to the executive team for final approval. The executive team approved the evaluation team’s proposal and recommends Tyler Technologies, Inc. as the best qualified bidder to provide the City an ERP system. By implementing the Tyler Technologies, Inc., Munis software package the City expects to gain the following:
· Efficiencies in having a single software system on a single database; · Reduced risk in having a single software source without the need for manual interfaces between payroll and financial systems;
· An evergreen philosophy which states that the City will not be charged additional license fees for any future enhancement releases;
· A user-friendly and familiar end-user interface;
· Employee and vendor self-service portals;
· Easy-to-use reporting tools for staff with non-technical backgrounds; · Robust electronic workflow; and
· A robust content management system that stores and easily retrieves electronic copies of documents such as purchase orders, invoices, and payments.

The recommended contract is for an amount not to exceed $3,200,000, including a $576,000 or 22% contingency to account for implementation costs not yet defined, including for sales tax, additional hardware or added functionality, and for other unforeseen circumstances. This cost is competitive with that of other vendor proposals, and provides the lowest total ownership cost over a 10-year period.

Along with the ERP system purchase, staff will need to purchase hardware and enlist professional services assistance to develop the various interfaces needed for software packages currently in use. Staff estimates that the cost associated with these additional purchases will not exceed $500,000. Staff will purchase these items as needed, returning to Council for approval as appropriate. The first of these requests is included within the May 12, 2015 Finance Department report to Council for additional licenses, professional services, and extended maintenance for Kronos timekeeping software.

Financial Impacts and Budget Actions
The software licensing and professional services contract to be awarded to Tyler Technologies, Inc., is for an amount not to exceed $3,200,000, including a $576,000 or 22% contingency for taxes and/or unforeseen circumstances that may arise during implementation, including the need for software licensing, professional services and miscellaneous hardware. Funds are available in account C019113.589000.

The cost for software maintenance and support services for the five fiscal years beginning FY 2015-16 through FY 2019-20 is estimated not to exceed $1,160,000. Funds for the FY 2015-16 maintenance support costs are included in the FY 2015-17 proposed biennial budget in the Finance Department; the contract will be charged to account 01221.533580. Future maintenance and support costs will be included in proposed budgets for Council’s review and approval.

Prepared By: Gayle Kirby, Financial Systems & Payroll Administrator Approved Forwarded to Council
https://www.smgov.net/departments/council/agendas/2015/20150512/s2015051203-O.htm 3/4

5.D.a
Packet Pg. 170 Attachment: May 12, 2015 Staff Report (6574 : Approval of First Modification to Tyler Technologies Agreement for the ERP System) Attachments:

A. November 28, 1995 Staff Report
B. March 24, 1998 Staff Report
C. June 12, 2012 Staff Report
https://www.smgov.net/departments/council/agendas/2015/20150512/s2015051203-O.htm4/4

5.D.a
Packet Pg. 171 Attachment: May 12, 2015 Staff Report (6574 : Approval of First Modification to Tyler Technologies Agreement for the ERP System) Contract No.10°"2. (CCS)

SOFIW ARE LICENSE AGREEMENT
This Software License Agreement ("Agreement") entered into on J!/_ day of November, 2015 ("Effective Date"), by and between Tyler Technologies,_lnc., a Delaware corporation ("Vendor", and City of Santa Monica, a California municipal corporation ("City") is made with reference to the following:

RECITALS:

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

B. City seeks to purchase an Enterprise Resource Planning System for use by the City of Santa Monica pursuant to the City's Request for Proposal ("RFP"), which is attached hereto as Exhibit G and incorporated herein by reference.

C. Vendor is a Delaware corporation that markets and supports certain software applications licensed hereunder. In response to the City's RFP, Vendor submitted its Proposal in response to the RFP ("Proposal"), which is attached hereto as Exhibit F and incorporated herein by reference.

D. City and Vendor desire to enter into this Agreement upon the terms and conditions set forth below.

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

TERMS AND CONDITIONS

SECTION A - DEFINITIONS

1. Definitions. The following definitions shall apply to the terms as they appear in this Agreement:

1.1 "Agreement" means this Software License Agreement.

1.2 "Business Travel Policy" means our business travel policy. A copy of our current Business Travel Policy is attached as Schedule 1 to Exhibit B.

1.3 "Defect" means a failure of the Tyler Software to substantially conform to the functional descriptions set forth in our written proposal to you, or their functional equivalent. Future functionality may be updated, modified, or otherwise enhanced through our maintenance and support services, and the governing functional descriptions for such future functionality will be set forth in our·then-current Documentation.
1 5.D.b
Packet Pg. 172 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies

1.4 "Developer" means a third party who owns the intellectual property rights to Third Party Software.

1.5 "Documentation" means any online or written documentation related to the use or functionality of the Tyler Software that we provide or otherwise make available to you, including instructions, user guides, manuals and other training or self-help documentation.

1.6 "Effective Date" means the date on which your authorized representative signs the Agreement.

1. 7 "Force Majeure" means an event beyond the reasonable control of you or us, including, without limitation, governmental action, war, riot or civil commotion, fire, natural disaster, or any other cause that could not with reasonable diligence be foreseen or prevented by you or us.

1.8 "Installation" means a service performed by Tyler whereby we install the licensed Tyler Software in the City hardware environment. Installation of the Tyler Software shall include a verification, designed and performed by Tyler personnel, that confirms the Tyler Software is appropriately installed. City personnel shall be permitted reasonable access, including observation via Go-ToMeeting, to such performance of the verification of Installation. The City and Tyler agree to reasonably cooperate in order to perform Installation of the Tyler Software in the first week of January, 2016 provided this Agreement is executed in November of 2015.

1.9 "Investment Summary" means the agreed upon cost proposal for the software:
products, and services attached as Exhibit A.

1. 10 "Invoicing and Payment Policy" means the invoicing and payment policy. A copy of our current Invoicing and Payment Policy is attached as Exhibit B.

1. 11 "Maintenance and Support Agreement" means the terms and conditions governing the provision of maintenance and support services to all of our customers. A copy of our current Maintenance and Support Agreement is attached as Exhibit C.

1.12 "Support Call Process" means the support call process applicable to all of our customers who have licensed the Tyler Software. A copy of our current Support Call Process is attached as Schedule 1 to Exhibit C.

1. 13 "Third Party End User License Agreement(s)" means the end user license agreement(s), if any, for the Third Party Software attached as Exhibit D.

1.14 "Third Party Hardware" means the third party hardware, if any, identified in the Investment Summary.

1.15 "Third Party Products" means the Third Party Software and Third Party Hardware.
2 5.D.b
Packet Pg. 173 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies

1.16 "Third Party Software" means the third party software identified in the Investment Summary or Third Party License Agreements (Finite Matters, Ltd. and DocOrigin).

1.17 "Tyler" means Tyler Technologies, Inc., a Delaware corporation.

1.18 "Tyler Software" means our proprietary software and related Tyler proprietary interfaces identified in the Statement of Work, Investment Summary and licensed to you through this Agreement.

1.19 "we", "us", "our" and similar terms mean Tyler.

1.20 "you" and similar terms mean Client.

1.21 "Vendor" means and refers to Tyler Technologies, Inc.

1.22 "City" or "Client" means and refers to the City of Santa Monica.

1.23 "Licensed Products" means and refers to the Tyler Software and Third Party Software, including associated media and printed materials, and may include "online" or electronic dbcumentation as listed in the Proposal, Statement of Work and the Investment Summary.

1.24 "Server Software" means and refers to the Licensed Products to be used on a shared computer referred to as the "Server" or "Servers".

1.25 "Client Software" means and refers to the Licensed Products to be used on individual user workstations.

SECTION B - SOFTWARE LICENSE & PROFESSIONAL SERVICES

2. License Grant. In consideration of the City's promises contained in this Agreement, Vendor grants to City, and City accepts, subject to the terms and conditions set forth in this Agreement, a perpetual, non-exclusive and non-transferable license to use the Tyler Software for the City's municipal purpose only. Vendor represents that it possesses all rights and interest in the Tyler Software to enter into this Agreement.

Your rights to use the Tyler Software are perpetual but may be revoked after notice by Tyler and your failure to cure a material breach of this Agreement.

3. License Fee, Use and Restrictions.

3.1 You agree to pay us the license fees in the amounts set forth in the Investment Summary attached as Exhibit A Those amounts are payable in accordance with our Invoicing and Payment Policy attached as Exhibit B.

3.2 City shall not copy the Tyler Software or allow its use by others without the written permission of Vendor except for City's production, backup, archival, and in-house disaster recovery purposes. 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. 3 5.D.b
Packet Pg. 174 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies (
The Tyler Software may be used only by City, and not for the benefit of any third party.

3.3 City shall not (i) reverse engineer, decompile, or disassemble any part of the Tyler Software; (ii) distribute, sell rent, lease, lend, provide commercial hosting services or otherwise transfer any part of the Tyler Software; and (iii) remove the patent, copyright, trade secret or other proprietary protection legends or notices which appear on or in the Tyler Software.

3.4 City shall not create any derivative work or product based on or derived from the Tyler Software or documentation or modify any Tyler Software or documentation without the prior written consent of Vendor. In the event of a breach of this provision (and without limiting Vendor's remedies) said modification, derivative work or product based on the Tyler Software or documentation is hereby deemed assigned to Vendor. The foregoing notwithstanding, the City may create training handouts and/ or training videos for internal use, including use of captured screenshots; post such internal materials on the City's intranet; and use any such document for internal presentation purposes provided all such use otherwise complies with the terms of this Agreement.

3.5 The license terms in this Agreement apply to updates and enhancements we may provide to you or make available to you through your Maintenance and Support Agreement.

3.6 The right to transfer the Tyler Software to a replacement hardware system is included in your license. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance associated with such transfer.

3. 7 We reserve all rights not expressly granted to you in this Agreement. The Tyler Software and Documentation are protected by copyright and other intellectual property laws and treaties. We own the tide, copyright, and other intellectual property rights in the Tyler Software and the Documentation.

3.8 Escrow. Tyler maintains an escrow agreement with a third party under which we place the source code for each major release of the Tyler Software. City may be added as a beneficiary to the escrow agreement by completing a standard beneficiary enrollment form and paying the annual beneficiary fee (currently $800) directly to the escrow agent. You will be responsible for maintaining your ongoing status as a beneficiary, including payment of the then-current annual beneficiary fees. Release of source code for the Tyler Software is strictly governed by the terms of the escrow agreement.

4. Software Services.

4.1 Vendor shall provide various implementation-related services itemized in the Investment Summary and detailed in the Statement of Work attached hereto as 4 5.D.b
Packet Pg. 175 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies Exhibit H, Interface Chart attached as Exhibit I, Modifications attached as Exhibit J, and Agreement for Operating System & Database Administrative Support attached as Exhibit K. Such setvices include project consulting and implementation, annual seivice and maintenance, on-site training, software setup and installation, and data conversion analysis. You will receive those services according to our industry-standard implementation plan, which outlines roles and responsibilities in calendar and project documentation, which will be subject to reasonable approval by the City. We will finalize that documentation with you upon execution of this Agreement.

4.2 Vendor will determine and City shall review qualifications and approve or reasonably disapprove the key personnel to be assigned to perform the seivices under this Agreement, an engagement letter, scope of work, exhibit or other written amendment. Vendor 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 Vendor's staff, Vendor will timely notify the City in writing. Vendor agrees that any replacement of any listed individuals will be made with individuals of comparable or higher experience, and that the composition of Vendor'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 reseives the reasonable right to approve or reasonably disapprove any individuals proposed by Vendor to be included as part of Vendor's staff assigned to this Agreement. In the event of any additional staffing or personnel changes by Vendor, Vendor 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.

4.3 Either party may request at any time the removal of any individual performing Services if that party: (i) reasonably believes that individual is not qualified to perform 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 opportunity to remedy the situation.

4.4 Professional Services Fees. You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Those amounts are payable in accordance with our Invoicing and Payment Policy.

4.5 Additional Services. The Investment Summary and Statement of Work contains the scope of services and related costs (including programming and/ or interface estimates) required for the project based on our understanding of the specifications you supplied. If additional work is required, or if you use or request additional services, we will provide you with an addendum or change 5 5.D.b
Packet Pg. 176 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies order, as applicable, outlining the costs for the additional work. The price quotes in the addendum or change order will be valid for thirty (30) days.

4.6 Cancellation. We make all reasonable efforts to schedule our personnel for travel, including arranging travel reservations, at least two (2) weeks in advance of commitments. Therefore, if you cancel services less than two (2) weeks in advance (other than for Force Majeure or breach by us), you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our. personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2) weeks of scheduled commitments.

4. 7 Services Warranty. We will perform the services in a professional, workmanlike manner, consistent with the highest industry standards. In the event we provide services that do not conform to this warranty, we will re-perform such services at no additional cost to you.

4.8 Site Access and Requirements. You agree to provide us with full and free access to your personnel, facilities, and equipment as may be reasonably necessary for us to provide implementation services, subject to any reasonable security protocols or other written policies provided to us. You further agree to provide a reasonably suitable environment, location, and space for the installation of the Tyler Software and Third Party Products, including, without limitation, sufficient electrical circuits, cables, and other reasonably necessary items required for the installation and operation of the Tyler Software and Third Party Products.

4.9 Client Assistance. You acknowledge that the implementation of the Tyler Software is a cooperative process requiring the time and resources of your personnel. You agree to use all reasonable efforts to cooperate with and assist us as may be reasonably required to meet the agreed upon project deadlines and other milestones for implementation. This cooperation includes at least working with us to schedule the implementation-related services you have contracted for.

We will not be liable for failure to meet any deadlines and milestones when such failure is due to Force Majeure or to the failure by your personnel to provide such cooperation and assistance (either through action or omission).

5. Installation & System Acceptance. Vendor will install the Tyler Software as defined at Section 1.8 supra. System acceptance will be complete and shall be issued by the City when all of the following are met:

A. There are no priority 1 (as defined in Tyler's Support Call Process) issues for a thirty (30) consecutive day period commencing with the first day of live processing of the final phase; and
B. The City has been able to process two (2) sequential payroll runs with no errors in paychecks caused by a Defect in the Tyler Software; and 6 5.D.b
Packet Pg. 177 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies C. The City has made one (1) timely CalPERS submission. In the event of a failure of timely CalPERS submission, but such failure is not caused by a Defect in Tyler Software, System acceptance shall issue.

Project closure as used under section l. l(d) of Exhibit B shall mean System acceptance as defined above.

6. License Fees and Services Fees. City shall pay to Vendor an amount not to exceed $2,309,909 as set forth in Exhibits A and B. Such fee does not include estimated travel expenses or annual maintenance beyond year 1, both of which shall be determined in accordance with this Agreement.

6.1 License Fee. City shall pay Vendor a Software License Fee in the amount of $980,574 in accordance with the Invoicing and Payment Policy attached hereto as Exhibit B. The Software License Fee consists of Tyler Software License fees of $914,870 and PattemStream Software License Fees of $65,704. ♦ Payment Schedule for License Fees. The license fee shall be paid according to the schedule set forth in the Invoicing and Payment Policy attached hereto as Exhibit B.

6.2 Services Component. The fees for services rendered shall not exceed $1,262,242 and shall be paid in accordance with the schedule set forth in the Invoicing and Payment Policy attached hereto as Exhibit B. The City's request for any additional Services beyond those set forth in this Agreement shall be at an additional cost to City.

6.3 Right to Withhold. If City believes any delivered product or service does not conform to the warranties in this Agreement, City will provide Tyler with written notice within fifteen (15) days of City receipt of the applicable invoice.

The written notice must contain sufficient detail of the issues City contends are in dispute. Tyler will provide a written response to you that will include either a justification of the invoice, an adjustment to the invoice, or a proposal addressing the issues presented in your notice. We will work together as may be necessary to develop an action plan that outlines reasonable steps to be taken by each of us to resolve any issues presented in your notice. City may only withhold payment of the amount(s) actually in dispute until we complete the action items outlined in the plan. If Tyler is unable to complete the action items outlined in the action plan because of City's failure to complete the items agreed to be done by City, then City will remit full payment of the invoice. Tyler reserves the right to suspend delivery of all services, including maintenance and support services, if City fails to pay an invoice not disputed as described above.

7. Copyright and Other Restrictions. The Tyler Software are licensed, not sold, and are not transferable. Title and copyrights in and to the Licensed Products, excluding City data (including any images, photographs, video, audio, and text incorporated into the Tyler Software), accompanying printed material, and any copies you are permitted 7 5.D.b
Packet Pg. 178 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies to make herein, are owned by Vendor (or Developer in the case of Third Party Software) and are protected by United States copyright laws and international treaty provisions.

8. Limited Warranty.

8.1 We warrant that the Tyler Software will be without Defect(s) as long as you have a Maintenance and Support Agreement in effect. If the Tyler Software does not perform as warranted, we will use all reasonable efforts, consistent with industry standards, to cure the Defect as set forth in the Maintenance and Support Agreement.

8.2 The Tyler Software shall continue to perform in accordance with Vendor'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.

8.3 There is no program code, other than as specified in Vendor's documentation, that will restrict the City's use of the Tyler Software upon payment in full.

8.4 We maintain an escrow agreement with a third party under which we place the source code for each major release of the Tyler Software. You may be added as a beneficiary to the escrow agreement by completing a standard beneficiary enrollment form and paying the annual beneficiary fee (currently $800) directly to the escrow agent. You will be responsible for maintaining your ongoing status as a beneficiary, including payment of the then-current annual beneficiary fees.

Release of source code for the Tyler Software is strictly governed by the terms of the escrow agreement.

8.5 Any modification or enhancement of the Tyler Software 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.

8.6 The Licensed 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 C - MAINTENANCE AND SUPPORT

9. Tyler will provide City with maintenance and support services for the Tyler Software under the terms of the Maintenance and Support Agreement entered into concurrently with this Agreement.

SECTION D - THIRD PARTY PRODUCTS

10. Third Party Hardware. We will sell, deliver, and install onsite the Third Party Hardware, if you have purchased any, for the price set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy.
8 5.D.b
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11. Third Party Software & Services. Upon payment in full of the Third Party Software license fees, you will receive a non-transferable license to use the Third Party Software and related documentation for the City's municipal purpose only .. Your license rights to the Third Party Software will be governed by the Third Party End User License Agreement(s).

11.1 We will or, as appropriate, cause the Third Party Product provider to install, the Third Party Software. Finite Matters will provide the training identified in the Investment Summary under Pattern Stream Implementation and in the Finite Matters Statement of Work. The installation and trainiF1g costs are included in the Investment Summary.

11.2 If the Developer charges a fee for future updates, releases, or other enhancements to the Third Party Software, you will be required to pay such addition;l future fee.

11.3 The right to transfer the Third Party Software to a replacement hardware system is governed by the Developer. You will give us advance written notice of any such transfer and will pay us for any required or requested technical assistance associated with such transfer.

12. Third Party Products Warranties.

12.1 We are authorized by each Developer to grant or transfer the licenses to the Third Party Software.

12.2 The Third Party Hardware will be new and unused, and upon payment in full, you will receive free and clear title to the Third Party Hardware.

12.3 You acknowledge that we are not the manufacturer of the Third Party Products.

We do not warrant or guarantee the performance of the Third Party Products.

However, we grant and pass through to you any warranty that we may receive from the Developer or supplier of the Third Party Products.

12.4 A new release of the Tyler Software will not cause a Defect in any interface between Tyler Software and Pattern Stream software provided pursuant to this Agreement.

13. Maintenance. Provided that the Maintenance and Support Agreement is in effect, you may report defects and other issues related to the Third Party Software directly to us, and we will (a) directly address the defect or issue, to the extent it relates to our interface with the Third Party Software; and/or (b) facilitate resolution with the Developer, unless that Developer requires that you have a separate, direct maintenance agreement in effect with that Developer. In all events, if you do not have a Maintenance and Support Agreement in effect with Tyler, you will be responsible for resolving defects and other issues related to the Third Party Software directly with the Developer.
9 5.D.b
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SECTION E - GENERAL TERMS AND CONDITIONS

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

15. Indemnification & Limitation of Liability.

15.1 Intellectual Property Infringement Indemnification.

15.1.1 We will defend you against any third party claim(s) that the Tyler Software infringes that third party's patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent).

You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.

15.1.2 Our obligations under this Section 15(1) will not apply to the extent the claim or adverse final judgment is based on your: (a) use of a previous version of the Tyler Software and the claim would have been avoided had you installed and used the current version of the Tyler Software; (b) combining the Tyler S9ftware with any product or device not provided, contemplated, or approved by us; (c) altering or modifying the Tyler Software, including any modification by third parties at your direction or otherwise permitted by you; (d) use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties; or (e) willful infringement, including use of the Tyler Software after we notify you to discontinue use due to such a claim. 15 .1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately.

15.1.4 If, as a result of an infringement or misappropriation claim, your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which 10 5.D.b
Packet Pg. 181 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies ,.
we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non,infringing; (c) replace it with a functional equivalent; or (d) terminate your license and refund the license fees paid for the infringing Tyler Software. If the license is terminated prior to the date Tyler made the infringing Tyler Software available for use in live production, Tyler shall also refund the fees for the Implementation days provided for the infringing Tyler Software.

This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims.
15,2 Property Damage and Personal Injury Indemnification. We will defend, indemnify and hold harmless you and your agents, officials, and employees from and against any and all direct claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees and costs) for personal injury or property damage to the extent caused by our negligence or willful misconduct.

15.3 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED

IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED

BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL OTHER

WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR

STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED

WARRANTIES, DUTIES, OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

15.4 LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE EXPRESSLY SET

FORTH IN THIS AGREEMENT, OUR LIABILITY FOR DAMAGES

ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON A

THEORY OF CONTRACT OR TORT, INCLUDING NEGLIGENCE AND

STRICT LIABILITY, SHALL BE LIMITED TO THE LESSER OF (A) YOUR ACTUAL DIRECT DAMAGES OR (B) TWO (2) TIMES THE AMOUNTS
SET FORTH IN THE INVESTMENT SUMMARY OF THIS AGREEMENT.

THE PRICES SET FORTH IN THIS AGREEMENT ARE SET IN RELIANCE UPON THIS LIMITATION OF LIABILITY. THE FOREGOING

LIMITATION OF LIABILITY SHALL NOT APPLY TO CLAIMS THAT ARE SUBJECT TO SECTIONS 15(1) AND 15(2).

15.5 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT

PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE

LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR

CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HA VE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11 5.D.b
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15.6 During the period any portion of the Software is in transit and prior to download, Vendor shall have sole responsibility for all risk of loss or damage to the Software.

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

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

Finance Department of the City of Santa Monica
1 71 7 4th Street, Suite 250
Santa Monica, California 90401
Attention: Gigi Decavalles, Finance Director
Re: Contract No. <Number>
with a copy to:

Finance Department of the City of Santa Monica
1717 4th Street, Suite 250
Santa Monica, California 90401
Attention: Gayle Kirby, Financial Systems & Payroll Administrator with a copy to:

Santa Monica City Attorney's Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. <Number>

16.2 All notices, demands, requests or approvals to Tyler:

Tyler Technologies, Inc.
1 Tyler Drive
Yarmouth, ME 04096
Attention: Associate General Counsel

17. 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 attorney's fees. 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 attorneys in connection with the action.
12 5.D.b
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18. Assignment. Vendor 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. The foregoing notwithstanding, Vendor is entitled to assign this Agreement without notice or consent of City in the event Vendor has a change in control.

19. Applicable Law. This Agreement shall be governed by the laws of the State of California.

20. Rights Upon Termination.

20.1 If either party materially breaches this Agreement, the other party may give written notice of its desire to terminate and the specific grounds for termination and, if such default is capable of cure and the party in default fails to cure the default within thirty (30) days of the notice, the other party may terminate this Agreement. If such default is incapable of cure, the other party may terminate this Agreement immediately upon written notice of its desire to terminate.

20.2 Upon termination for material breach by the City after notice and expiration of the cure period, the License to use the Licensed Products shall be immediately revoked and all Licensed Products, related documentation, Software Tools, and supporting materials will be returned to Vendor or destroyed. In no event shall this provision apply where Tyler is in material breach of this Agreement.

20.3 Payment Due Upon Termination. You agree to comply with Section 26, Dispute Resolution, prior to termination. In the event of termination, you will pay us for all undisputed fees and expenses related to the software, products, and/ or services you have received, or we have incurred or delivered, prior to the effective date of termination.

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

22. Permits and Licenses. Vendor, at its sole expense, shall obtain and maintain during the term of this Agreement, all required business and professional permits, licenses and certificates. Vendor shall obtain a Santa Monica business license.

23. Compliance with Law. Vendor shall comply with all applicable federal, state and local laws, including all ordinances, rules and regulations.
13 5.D.b
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24. Nondiscrimination. In rendering services under this Agreement, Vendor 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.

25. Additional Products and Services. You. may purchase additional products and seivices at the rates set forth in the Investment Summary for twelve (12) months from the Effective Date, and thereafter at our then-current list price, by executing a mutually agreed addendum. The terms of this Agreement will control any such additional purchase(s), unless otherwise specifically provided in the addendum.

26. Optional Items. Pricing for any listed optional products and services in the Investment Summary will be valid for twelve (12) months from the Effective Date. 2 7. Dispute Resolution. You agree to provide us with written notice within thirty (30) days of becoming aware of a dispute. You agree to cooperate with us in trying to reasonably resolve all disputes, including, if requested by either party, appointing a senior representative to meet and engage in good faith negotiations with our appointed senior representative. Senior representatives will meet within thirty (30) days of the written dispute notice, unless otherwise agreed. All meetings and discussions between senior representatives will be deemed confidential settlement discussions not subject to disclosure under Federal Rule of Evidence 408 or any similar applicable state rule. If we fail to resolve the dispute, either of us may assert our respective rights and remedies in a court of competent jurisdiction. Nothing in this section shall prevent you or us from seeking necessary injunctive relief during the dispute resolution procedures.

28. Taxes. The fees in the Investment Summary do not include any taxes, including, without limitation, sales, use, or excise tax. If you are a tax-exempt entity, you agree to provide us with a tax-exempt certificate. Otherwise, we will pay all applicable taxes to the proper authorities and you will reimburse us for such taxes. If you have a valid direct-pay permit, you agree to provide us with a copy. For clarity, we are responsible for paying our income taxes arising from our performance of this Agreement.

29. E-Verify. We have complied, and will comply, with the £-Verify procedures administered by the U.S. Citizenship and Immigration Services Verification Division for all of our employees _assigned to your project.

30. Subcontractors. We will not subcontract any services under this Agreement without your prior written consent, not to be unreasonably withheld.

31. Force Majeure. Neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by Force Majeure; provided, however, that within ten (10) business days of the Force Majeure event, the party whose performance is delayed provides the other party with written notice explaining the cause and extent thereof, as well as a request for a reasonable time extension equal to the estimated duration of the Force Majeure event. 14 5.D.b
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32. No Intended Third Party Beneficiaries. This Agreement is entered into solely for the benefit of you and us. No third party will be deemed a beneficiary of this Agreement, and no third party will have the right to make any claim or assert any right under this Agreement. This provision does not affect the rights of third parties under any Third Party End User License Agreement(s).

33. Severability. If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will be considered valid and enforceable to the fullest extent permitted by law.

34. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced by either party, such non-enforcement will not act as or be deemed to act as a waiver or modification of this Agreement, nor will such non-enforcement prevent such party from enforcing each and every term of this Agreement thereafter.

35. Independent Contractor. We are an independent contractor for all purposes under this Agreement.

36. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and promotional materials.

37. Confidentiality. Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities, including the parties. Confidential information is nonpublic information that a reasonable person would believe to be confidential and includes, without limitation, personal identifying information (e.g., social security numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take all reasonable and appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein will survive the termination or cancellation of this Agreement. This obligation of confidentiality will not apply to information that:
a. is in the public domain, either at the time of disclosure or afterwards, except by breach of this Agreement by a party or its employees or agents; b. a party can establish by reasonable proof was in that party's possession at the time of initial disclosure;
c. a party receives from a third party who has a right to disclose it to the receiving party; or
cl. is the subject of a legitimate disclosure request under the open records laws or similar applicable public disclosure laws governing this Agreement; provided, however, that in the event you receive an open records or other similar applicable request, you will give us prompt notice and otherwise perform the functions required by applicable law.
15 5.D.b
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38. Multiple Originals and Signatures. This Agreement may be executed in multiple originals, any of which will be independently treated as an original document. Any electronic, faxed, scanned, photocopied, or similarly reproduced signature on this Agreement or any amendment hereto will be deemed an original signature and will be fully enforceable as if an original signature.

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

Ill
Ill
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Exhibit K
Investment Summary
Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Maintenance and Support Agreement
Schedule 1: Support Call Process
Third Party End User License Agreement(s)
Insurance Requirements
Response to Request for Proposals ("Proposal")
Request for Proposals ("RFP")
Statement of Work
Schedule 1 - Tyler Statement of Work
Schedule 2 - Finite Matters, Ltd. Statement of Work
Interfaces (inclusive of Part 1 and Part 2)
Modifications
Operating System and Database Administration Support
16 5.D.b
Packet Pg. 187 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies

40. In the event any portions of the Agreement conflict with one another, the following order of precedence shall be adhered to:

Agreement Sections A-E and Exhibits A-E and H-K
Exhibit F
Exhibit G
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

ATTEST:
!kn lAk J/nrJJAJ1LJJf~ ff\ SARAH P. GORMAN
City Clerk
APPROVED AS TO FORM:
17 CITY OF SANTA MONICA,
a mu · · corpor ion
-
City Manager
TYLER TECHNOLOGIES, INC.

By:------ -------- Name: ____________ _
Title: ____________ _

5.D.b
Packet Pg. 188 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies (

40. In the event any portions of the Agreement conflict with one another, the following order of precedence shall be adhered to:

Agreement Sections A--E and Exhibits A-E and H-K
Exhibit F
Exhibit G
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

ATTEST:

SARAH P. GORMAN
City Clerk
APPROVED AS TO FORM:

MARSHA JONES MOUTRIE
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By:--------------

RICK COLE
City Manager
TYLER TECHNOLOGIES, INC.

Name:

By, bJ~nr-
~~y,lll
Title: Senior Vice President, ERP and
School Division

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Packet Pg. 189 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies (

SOFTWARE LICENSE AGREEMENT
TYLER TECHNOLOGIES, INC. AND THE CITY OF SANTA MONICA
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Exhibit K
Investment Summary
Invoicing and Payment Policy
Schedule 1: Business Travel Policy
Maintenance and Support Agreement
Schedule 1: Support Call Process
Third Party End User License Agreement(s)
Insurance Requirements
Response to Request for Proposals ("Proposal")
Request for Proposals ("RFP")
Statement of Work
Schedule 1-Tyler Statement of Work
Schedule 2 - Finite Matters, Ltd. Statement of Work
Interfaces (inclusive of Part 1 and Part 2)
Modifications
Operating System and Database Administration Support
City of
Santa Monleae

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Packet Pg. 190 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies t~I~lties
Sales Quotation For
City of Santa Monica
1685 Main St
Santa Monica, California 90401
Phone (310) 458-8411
Tyler Software and Related Services
Quoted By:

Date:

Quote Expiration:

Quote Name:

Quote Number:

Quote Description:

Jennifer Wahlbrink
11/17/2015
12/31/2015
City of Santa Monica-ERP-Munis
2015-14824
11-17-15
Description License lmpl. Days lmpl. Cost Data Conversion Module Total Year One Maintenance:

Financials:

Accounting/GL/BG/ AP $176,000.00 58 @$1,275.00 $73,950.00 $14,200.00 $264,150.00 $31,680.00 Purchasing $82,000.00 41 @$1,275.00 $52,275.00 $4,000.00 $138,275 00 $14,760.00 Fixed Assets $44,000.00 18 @$1,275.00 $22,950.00 $7,500.00 $74,450.00 $7,920.00 Inventory $44,000.00 18 @$1,.275.00 $22,950.00 $7,000.00 $73,950.00 $7,920.00 Project & Grant Accounting $30,000.00 14 @ $1,275.00 $17,850.00 $9,500.00 $57,350.00 $5,400.00 Cash Management $35,000.00 12@$1,275.00 $15,300.00 $0.00 $50,300.00 $6,300.00 Contract Management $22,000.00 9 @ $1,275.00 $11,475.00 $6,000.00 $39,475.00 $3,960.00 BMI Asset Track Interface $5,500.00 5 @ $1,275.00 $6,375.00 $0.00 $11,875.00 $990 00 BMI CollectlT Interface $5,500.00 5 @$1,275.00 $6,375.00 $0.00 $11,875.00 $990.00 Payroll/HR:

Payroll w/ESS $45,500.00 20 @$1,275.00 $25,500.00 $27,800.00 $98,800.00 $8,190.00 HR Management $20,000.00 8 @ $1,275.00 $10,200.00 $0.00 $30,200.00 $3,600.00 Revenue:

Accounts Receivable $40,500.00 27 @ $1,275.00 $34,4~5.00 $0.00 $74,925.00 $7,290.00 2015-14824 - 11-17-15 CONFIDENTIAL 1 of 12

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Packet Pg. 191 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Tyler Software and Related Services
Description License lmpl. Days lmpl. Cost Data Conversion Module Total Year One Maintenance Tyler Cashiering $60,000.00 10 @ $1,275.00 $12,750.00 $0.00 $72,750.00 $10,800.00 General Billing $19,250.00 16 @$1,275.00 $20,400.00 $12,500.00 $52,150.00 $3,465.00 Productivity:

Munis Analytics & Reporting $158,500.00 18 @$1,275.00 $22,950.00 $0.00 $181,450.00 $28,530.00 Tyler Content Manager SE $60,000.00 8 @ $1,275.00 $10,200.00 $0.00 $70,200.00 $10,800.00 Citizen Self Service $40,500.00 1 @ $1,275.00 $1,275.00 $0.00 $41,775.00 $7,290.00 eProcurement $35,000.00 1 @ $1,275.00 $1,275.00 $0.00 $36,275.00 $6,300.00 Tyler Forms Processing $19,500.00 0 @ $1,275.00 $0.00 . $0.00 $19,500.00 $3,900.00 Other:

CAFR Statement Builder $25,000.00 4 @ $1,275.00 $5,100.00 $0.00 $30,100.00 $4,500.00 OSDBA Contract Services $0.00 0 @ $1,275.00 $0.00 $0.00 $0.00 $30,000.00 Detailed GL History Conversion $0.00 0@ $1,275.00 $0.00 $30,000.00 $30,000.00 $0.00 Sub-Total: $967,750.00 $373,575.00 $118,500.00 $1,459,825.00 $204,585.00 Less Discount: $52,880.00 $0.00 $0.00 $52,880.00 $174,585.00 TOTAL: $914,870.00 293 $373,575.00 $118,500.00 $1,406,945.00 $30,000.00 Other Services
Description Quantity Unit Price Unit Discount Extended Price AP/PR Check Recon Import
AP Positive Pay Export Format
Business Process Consulting - Accounts Payable
Business Process Consulting - Benefits Enrollment
Business Process Consulting - Budget
Business Process Consulting - HR Management
Business Process Consulting - ProjecUGrant Accounting
Change Management Self Service
Custom Interfaces
Custom Modifications
2015-14824 - 11-17-15
1 1
1 1
1 1
1 1
80 114

CONFIDENTIAL
$1,000.00 $0.00 $1,000.00
$3.000.00 $0.00 $3,000.00
$19,250.00 $0.00 $19,250.00
$5,250.00 $0.00 $5,250.00
$19,250.00 $0.00 $19,250.00
$28,000.00 $0.00 $28,000.00
$28,000.00 $0.00 $28,000.00
$20,000.00 $0.00 $20,000.00
$1,100.00 $0.00 $88,000.00
$1,100.00 $1 ,100.00 $0.00
2 of 12

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Packet Pg. 192 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Other Services
Description Quantity Unit Price Unit Discount Extended Price, Custom Report Development - Includes 17 days identified through 50 $1,275.00 $0.00 $63,750.00 evaluation process
Custom Video Documentation 50 $1,275.00 $0.00 $63,750.00 Financials Lead 74 $1,275.00 $0.00 $94,350.00
HR/PR Lead 64 $1,275.00 $0.00 $81,600.00
Install Fee - New Server Install-WIN 1 $12,000.00 $0.00 $12,000.00 Munis Admin & Security 7 $1,275.00 $0.00 $8,925.00
P-Card Import Format W/0 Encumbrances 1 $7,500.00 $0.00 $7,500.00 Perfomance Bond 1 $58,522.00 $0.00 $58,522.00
Post Go Live Service Days 8 $1,275.00 $0.00 $10,200.00
Post-Live Support 30 $1,275.00 $0.00 $38,250.00
Project Planning Services 1 $13,000.00 $0.00 $13,000.00 Source Code Escrow 1 $800.00 $0.00 $800.00
Tyler Forms Library - Financial 1 $3,400.00 $0.00 $3,400.00 Tyler Forms Library - General Billing 1 $2,500.00 $0.00 $2,500.00 Tyler Forms Individual Financial Form 2 $500.00 $0.00 $1,000.00 Tyler Forms Library - Payroll 1 $1,500.00 $0.00 $1,500.00 Tyler Forms Library - Personnel Action 1 $1,400.00 $0.00 $1,400.00 Tyler Forms Processing Configuration 1 $3,000.00 $0.00 $3,000.00 Sub-Total: $802,597.00
Less Discount: 1125,400.00
TOTAL: $677,197.00
3rd Party Hardware, Software and Services
Description Quantity Unit Price Unit Discount Total Price Unit Maintenance Unit Maintenance Total Year One Discount Malnter1ance
BMI AssetTrak Additional Data Terminal 1 $2,295.00 $0.00 $2,295.00 $0.00 $0.00 $0.00 (PA692)
BMI-ASSETRACK-ARS for MUNIS tlncl. 1 $6,490.00 $0.00 $6,490.00 $0.00 $0.00 $0.00· Install Fee)
2015-14824-11-17-15 CONFIDENTIAL 3 of 12

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Packet Pg. 193 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First 3rd Party Hardware, Software and Services
Description Quantity Unit Price Unit Discount Total Price Unit Maintenance Unit Maintenance Total Year One Discount Maintenance
BMI CollectlT Additional Barcode Data 1 $2,975.00 $0.00 $2,975.00 $0.00 $0.00 $0.00 Terminal (PA692)
BMI CollectlT Barcode PrinterKit ,, 1 $1,295.00 $0.00 $1,295.00 $0.00 $0.00 $0.00 BMI CollectlT Inventory Bar Code 1 $6,490.00 $0.00 $6,490.00 $0.00 $0.00 $0.00 Scanning System
BMI TransTrak Additional Barcode Data 1 $2,295.00 $0.00 $2,295.00 $0.00 $0.00 $0.00 Terminal (PA692)
BMI Transtrak Fixed Asset Receiving 1 $3,345.00 $0.00 $3,345.00 $0.00 $0.00 $0.00 System
ID Tech MiniMag USB Reader 7 $62.00 $0.00 $434.00 $0.00 $0.00 $0.00 PatternStream Annual Maintenance 1 $0.00 $0.00 $0.00 $9,824.00 $0.00 $9,824.00 PatternStream Implementation 1 $92,970.00 $0.00 $92,970.00 $0.00 $0.00 $0.00 PatternStream Software License 1 $65,704.00 $0.00 $65,704.00 $0.00 $0.00 $0.00 Tyler Secure Signature System with 2 1 $1,650.00 $0.00 $1,650.00 $0.00 $0.00 $0.00 Keys
3rd Party Hardware Sub-Total: $0.00 $27,269.00 $0.00
3rd Party Software Sub-Total: $0.00 $65,704.00 $0.00 $9,824.00 3rd Party Services Sub-Total: $0.00 $92,970.00 $0.00
TOTAL: $185,943.00 $9,824.00
Summary One Time Fees Recurring Fees
Total Tyler Software $914,870.00 $30,000.00
Total Tyler Services $1,169,272.00 $0.00
Total 3rd Party Hardware, Software and $185,943.00 $9,824.00 Services
Summary Total $2,270,085.00 $39,824.00
Contract Total $2,309,909.00
(Excluding Estimated Travel Expenses)
Estimated Travel Expenses $259,500.00
2015-14824 - 11-17-15 CONFIDENTIAL 4 of 12

5.D.b
Packet Pg. 194 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Detailed Breakdown of Conversions (included in Contract Total) Description Unit Price Unil Discount Extended Price,
Accounting Standard COA $3,500.00 $0.00 $3,500.00
Accounts Payable Opt 1 - Checks $3,200.00 $0.00 $3,200.00 Accounts Payable Opt 2 - Invoice $4,500.00 $0.00 $4,500.00 Accounts Payable Standard Master $3,000.00 $0.00 $3,000.00 Contracts $6,000.00 $0.00 $6,000.00
Detailed GL History Conversion $30,000.00 $0.00 $30,000.00 Fixed Assets Opt 1 - History $3,000.00 $0.00 $3,000.00
Fixed Assets Std Master $4,500.00 $0.00 $4,500.00
General Billing Opt 1 - Recurring Invoices $4,500.00 $0.00 $4,500.00 General Billing Opt 2 - Bills $5,500.00 $0.00 $5,500.00 General Billing Std CID $2,500.00 $0.00 $2,500.00
Inventory Opt 1 - Commodity Codes $2,500.00 $0.00 $2,500.00 Inventory Std Master $4,500.00 $0.00 $4,500.00
Payroll - Option 10 Certifications $2,000.00 $0.00 $2,000.00 Payroll - Option 11 Education $2,000.00 $0.00 $2,000.00 Payroll - Option 1 Deductions $2,800.00 $0.00 $2,800.00 Payroll - Option 2 Accrual Balances $2,500.00 $0.00 $2,500.00 Payroll - Option 3 Accumulators $2,000.00 $0 .. 00 $2,000.00 Payroll - Option 4 Check History $2,000.00 $0.00 $2,000.00 Payroll - Option 5 Earning/Deduction Hist $3,500.00 $0.00 $3,500.00 Payroll - Option 6 Applicant Tracking $2,000.00 $0.00 $2,000.00 Payroll - Option 7 PM Action History $2,000.00 $0.00 $2,000.00 Payroll - Option 8 Position Control $2,000.00 $0.00 $2,000.00 Payroll - Option 9 State Retirement Tables $2,000.00 $0.00 $2,000.00 Payroll - Standard $3,000.00 $0.00 $3,000.00
Project Grant Accounting Opt 1 - Actuals $3,000.00 $0.00 $3,000.00 Project Grant Accounting Opt 2 - Budgets $3,000.00 $0.00 $3,000.00 2015-14824 - 11-17-15 CONFIDENTIAL 5 of 12

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Packet Pg. 195 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Detailed Breakdown of Conversions (included in Contract Total) Description Unit Price Unit Discount Extended Price
Project Grant Accounting Standard
Purchasing - Purchase Orders - Standard
2015-14824- 11-17-15
TOTAL:

CONFIDENTIAL
$3,500.00
$4,000.00
$0.00
$0.00
$3,500.00
$4,000.00
$118,500.00
6 of 12

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Packet Pg. 196 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Optional Saas
Description Annual Fee Net ~ # Years Total Saas Fee lmpl. Days Productivity:

Transparency Portal
TOTAL:

Optional Tyler Software & Related Services
$20,000.00
$20,000.00
1 $20,000.00
$20,000.00
0 0
Description License lmpl. Days lmpl. Cost Data Conversion Module Total Year One Maintenance Financials:

Work Orders, Fleet & Facilities Management $55,000.00 57@ $72,675.00 $20,000.00 $147,675.00 $9,900.00 $1,275.00
Performance Based Budgeting $60,000.00 33@ $42,075.00 $0.00 $102,075.00 $10,800.00 $1,275.00
Bid Management $22,000.00 9 @ $1,275.00 $11,475.00 $0.00 $33,475.00 $3,960.00 Employee Expense Reimbursement $18,000.00 9@$1,275.00 $11,475.00 $0.00 $29,475.00 $3,240.00 Standard Fuel Interface - SeeComments $5,500.00 7@ $1,275.00 $8,925.00 $0.00 $14,425.00 $990.00 Payroll/HR:

Professional Development $7,700.00 3 @$1,275.00 $3,825.00 $0.00 $11,525.00 $1,386.00 Productivity:

Tyler Pulse $67,500.00 14@ $17,850.00 $0.00 $85,350.00 $16,875.00 $1,275.00
Tyler Pulse Connection (ThirdParty App.) $25,000.00 14@ $17,850.00 $0.00 $42,850.00 $6,250,00 $1,275.00
Tyler Pulse Connection (TylerApplication) $0.00 10@ $12,750.00 $0.00 $12,750.00 $0.00 $1,275.00
Tyler Content Manager Self-Service {SE) $7,500.00 3 @$1,275.00 $3,825.00 $0.00 $11,325.00 $1,350.00 Tyler Content Manager GIS Interface (SE) $5,000.00 3@ $1,275.00 $3,825.00 $0.00 $8,825.00 $900.00 Tyler Content Manager eCommerce (SE) $5,000.00 3 @ $1,275.00 $3,825.00 $0.00 $8,825.00 $900.00 2015-14824 - 11-17-15 CONFIDENTIAL 7 of 12

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Packet Pg. 197 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Optional Tyler Software & Related Services
Description License Imp!. Days lmpl. Cost Data Conversion Module Total Year One Maintenance Tyler Content Manager Auto Indexing and $5,000.00 2 @ $1,275.00 $2,550.00 $0.00 $7,550.00 $900.00 Redaction (SE)
Other:

MUNIS Disaster Recovery Service $0.00 0 @ $1,275.00 $0.00 $0.00 $0.00 $30,000.00 Sub-Total: $283,200.00 $212,925.00 $20,000.00 $516,125.00 $87,451.00 Less Discount: $1,320.00 $0.00 $0.00 $1,320.00 $3,960.00 TOTAL: $281,880.00 167 $212,925.00 $20,000.00 $514,805.00 $83,491.00 Optional Other Services
;Description Quantity· Unit Price Discount Extended Price Project Management Services (5 days/month)
Tyler Forms Work Order/Pick Ticket Library • 4 Forms
TOTAL:

Optional Conversion Details (Prices Reflected Above)
30 1
$6,375.00
$3,600.00
$0.00
$0.00
$191,250.00
$3,600.00
$194,850.00
Description Unit Price Unit Discount Extended Price
Work Order Opt 1 - Work Order Asset
Work Order Opt 2 w Closed Work Order History No Cost Data Work Order Opt 3 - Work Order History With Cost Data
TOTAL:

Unless otherwise indicated in the contract or Amendment thereto, pricing for optional items will be held for Six (6) months from the Quote date or the Effective Date of the Contract, whichever is later.

Customer Approval: Date:

Print Name: P.O.#:

All primary values quoted in US Dollars
2015-14824 - 11-17-15 CONFIDENTIAL
$5,000.00 $0.00 $5,000.00
$7,500.00 $0.00 $7,500.00
$7,500.00 $0.00 $7,500.00
$20,000.00
8 of 12

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Packet Pg. 198 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First MUNIS Discount Detail
Description License License Discount License Net Maintenance Year One Maint Year One Malnt Basis Discount Net
Financials:

Accounting/GL/BG/ AP $176,000.00 $5,375.00 $170,625.00 $31,680.00 $31,680.00 $0.00 BMI Asset Track Interface $5,500.00 $330.00 $5,170.00 $990.00 $990.00 $0.00 BMI CollectlT Interface $5,500.00 $330.00 $5,170.00 $990.00 $990.00 $0.00 Cash Management $35,000.00 $2,100.00 $32,900.00 $6,300.00 $6,300.00 $0.00 Contract Management $22,000.00 $1,320.00 $20,680.00 $3,960.00 $3,960.00 $0.00 Fixed Assets $44,000.00 $2,640.00 $41,360.00 $7,920.00 $7,920.00 $0.00 Inventory $44,000.00 $2,640.00 $41,360.00 $7,920.00 $7,920.00 $0.00 Project & Grant Accounting $30,000.00 $1,800.00 $28,200.00 $5,400.00 $5,400.00 $0.00 Purchasing $82,000.00 $4,920.00 $77,080.00 $14,760.00 $14,760.00 $0.00 Payroll/HR:

Payroll w/ESS $45,500.00 $2,730.00 $42,770.00 $8,190.00 $8,190.00 $0.00 HR Management $20,000.00 $1,200.00 $18,800.00 $3,600
.00 $3,600
.00 $0.00
Revenue:

Accounts Receivable $40,500.00 $2,430.00 $38,070.00 $7,290.00 $7,290.00 $0.00 Tyler Cashiering $60,000.00 $3,600.00 $66,400.00 $10,800.00 $10,800.00 $0.00 General Billing $19,250.00 $1,155.00 $18,095.00 $3,465.00 $3,465.00 $0.00 Productivity:

Citizen Self Service $40,500.00 $2,430.00 $38,070.00 $7,290.00 $7,290.00 $0.00 eProcurement $35,000.00 $2,100.00 $32,900.00 $6,300.00 $6,300.00 $0.00 Munis Analytics & Reporting $158,500.00 $9,510.00 $148,990.00 $28,530.00 $28,530.00 $0.00 Tyler Content Manager SE $60,000.00 $3,600.00 $56,400.00 $10,800.00 $10,800.00 $0.00 Tyler Forms Processing $19,500.00 $1,170.00 $18,330.00 $3,900.00 $3,900.00 $0.00 Other:

CAFR Statement Builder $25,000.00 $1,500.00 $23,500.00 $4,500.00 $4,500.00 $0.00 OSDBA Contract Services $0.00 $0.00 $0.00 $30,000.00 $0.00 $30,000.00 TOTAL: $967,750.00 $52,880.00 $914,870.00 $204,585.00 $174,585.00 $30,000.00 2015-14824- 11-17-15 CONFIDENTIAL 9 of 12

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Packet Pg. 199 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Optional MUNIS Discount Detail
Description License License Discount License Net Maintenance Year One Maint Year One Maint Basis Discount Net
Financials:

Work Orders, Fleet & Facilities Management $55,000.00 $0.00 $55,000.00 $9,900.00 $0.00 $9,900.00 Performance Based Budgeting $60,000.00 $0.00 $60,000.00 $10,800.00 $0.00 $10,800.00 Bid Management $22,000.00 $1,320.00 $20,680.00 $3,960.00 $3,960.00 $0.00 Employee Expense Reimbursement $18,000.00 $0.00 $18,000.00 $3,240.00 $0.00 $3,240.00 Standard Fuel Interface - SeeComments $5,500.00 $0.00 $5,500.00 $990.00 $0.00 $990.00 Payroll/HR:

Professional Development $7,700.00 $0.00 $7,700.00 $1,386.00 $0.00 $1,386.00 Productivity:

Tyler Pulse $67,500.00 $0.00 $67,500.00 $16,875.00 $0.00 $16,875.00 Tyler Pulse Connection (ThirdParty App.) $25,000.00 $0.00 $25,000.00 $6,250.00 $0.00 $6,250.00 Tyler Pulse Connection (TylerApplication) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Tyler Content Manager Self~Service (SE) $7,500.00 $0.00 $7,500.00 $1,350.00 $0.00 $1,350.00 Tyler Content Manager GIS Interface (SE) $5,000.00 $0.00 $5,000.00 $900.00 $0.00 $900.00 Tyler Content Manager eCommerce (SE) $5,000.00 $0.00 $5,000.00 $900.00 $0.00 $900.00 Tyler Content Manager Auto Indexing and $5,000.00 $0.00 $5,000.00 $900.00 $0.00 $900.00 Redaction (SE)
Other:

MUNIS Disaster Recovery Service $0.00 $0.00 $0.00 $30,000.00 $0.00 $30,000.00 Total: $283,200.00 $1,320.00 $281,880.00 $87,451.00 $3,960.00 $83,491.00 2015-14824- 11-17-15 CONFIDENTIAL 10 of 12

5.D.b
Packet Pg. 200 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Comments
Tyler's OSDBA Service is calculated at 25% of the MUNIS annual maintenance. There is a $2,500 minimum annual fee and a $30,000 maximum annual fee.

Tyler's Disaster Recovery Service is calculated at 25% of the MUNIS annual maintenance. There is a $5,000 minimum annual fee and a $30,000 maximum annual fee for Disaster Recovery service. The Disaster Recovery fees are applicable only to one Live MUNIS database and excludes all test and training databases.

Tyler recommends the use of a 128-bit SSL Security Certificate for any Internet Web Applications, such as the MUNIS Web Client and the MUNIS Self Service applications ifhosted by the Client. This certificate is required to encrypt the highly sensitive payroll and financial information as it travels across the public internet. There are various vendorswho sell SSL Certificates, with all ranges of prices.

Conversion prices are based on a single occurrence of the database. If additional databases need to be converted, these will need to be quoted.

Tyler's quote contains estimates of the amount of services needed, based on our preliminary understanding of the size and scope of your project. The actual amount of servicesdepends on such factors as your level of involvement in the project and the speed of knowledge transfer.Unless otherwise noted, prices submitted in the quote do not include travel expenses incurred in accordance with Tyler's then-current Business Travel Policy.

Tyler's prices do not include applicable local, city or federal sales, use excise, personal property or other similar taxes or duties, which you are responsible for determining and remitting.

In the event Client cancels services less than two (2) weeks in advance, Client is liable to Tyler for (i) all non-refundable expenses incurred by Tyler on Client's behalf; and (ii)daily fees associated with the cancelled services if Tyler is unable to re-assign its personnel.

Tyler provides onsite training for a maximum of 12 people per class. In the event that more than 12 users wish to participate in a training class or more than one occurrence of aclass is needed, Tyler will either provide additional days at then-current rates for training or Tyler will utilize a Train-the-Trainer approach whereby .the client designated attendeesof the initial training can thereafter train the remaining users.

Tyler's Standard Fuel Interface is available from several vendors. Fuelman, FuelForce, Phoenix AFC, Phoenix SCC, Fuel Master, TRN85-Fuelman, Fuelmaster-Plus and Gasboy CFN. If your vendor does not appear on this list, we will need to quote a Custom Interface in addition to the Standard Interface to cover the additional development costs.

In the event Client acquires from Tyler any edition of Tyler Content Manager software other than Enterprise Edition, the license for Content Manager is restricted to use with Tylerapplications only. If Client wishes to use Tyler Content Manager software with non-Tyler applications, Client must purchase or upgrade to Tyler Content Manager Enterprise ) Edition.

Tyler's form library prices are based on the actual form quantities listed, and assume the forms will be provided according to the standard Munis form template. Any forms inaddition to the quoted amounts and types, including custom forms or forms that otherwise require custom programming, are subject to an additional fee. Please also note that useofthe Tyler Forms functionality requires the use of approved printers as well. You may contact Tyler's support team for the most current list of approved printers.

Financial library includes: 1 NP check, 1 EFT/ACH, 3 Purchase orders, 1 Contract, 1099M, 1099INT, 1099S, and 10990.

General Billing library includes: 1 invoice, 1 statement, 1 general billing receipt and 1 miscellaneous receipt.

Programming for check reconciliation import and positive pay export ·assumes one bank format each. Multiple bank formats are extra. 2015-14824 - 11-17-15 CONFIDENTIAL 11 of 12

5.D.b
Packet Pg. 201 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Comments
Includes digitizing two signatures, additional charges will apply for additional signatures.

Tyler Pulse includes up to 20 performance indicators.

Project Management includes project planning, kickoff meeting, status calls, task monitoring, verification and transition to support.

Tyler Forms Payroll Core library includes: 1 PR check, 1 direct deposit, 1 vendor from payroll check, 1 vendor from payroll direct deposit, W2, W2c, and 1099 R.

Personnel Actions Forms Library includes: 1 Personnel Action form - New and 1 Personnel Action Form - Change.

Work Order & Pick Ticket Library includes: 1 Work Order - Services, 1 Work Order - Inventory, 1 Pick Ticket and 1 Delivery Ticket.

Tyler's cost is based on all of the proposed products and services being obtained from Tyler. Should significant portions of the products or services be deleted, Tyler reserves theright to adjust prices accordingly.

The MUNIS Accounts Payable module utilizes a label printer for batch-scanned document indexing. This printer is to be provided by the client and must support multi-pageAdobe PDF files, such as the Brother QL-700.

In the event a self-hosted customer opts to enroll as a beneficiary under Tyler's source code escrow agreement, Tyler will provide the paperwork required for enrollment. That selfhostedcustomer will be billed, on an annual basis, directly by Tyler's escrow agent, and all such fees.must be paid directly to that escrow agent. Rates for subsequent years aresubject to change at the discretion of Tyler's escrow agent.

The Tyler Software Product Tyler Forms Processing must be used in conjunction with a Hewlett Packard printer supported by Tyler for printing checks.

BMI CollectIT w/ data validation enabled - USB, 802.11 b/g Wireless Data Com Utility for WM 6.1/6.5 devices w/ remote Install/training up to 4 hrs & ( 1) yr phone support,Subsequent support and upgrade plans are available directly through BMI Inccludes a Unitech PA 690 PDT Kit with WIN 6.5, 26 Key keypad, laser, 807 MHZ Processor, 2batteries, Power Supply, Pistol Grip, Cradle, 802.11 b/g radio & BMI Collect-IT PDT Users License Includes: 1 yr Phone support/upgrades for CollectIT and 1 yr depot parts andLabor warranty on the PA 690 Portable Data Terminal.

AssetTrak PPC Software, PA690 Portable Data terminal, Integrated Laser Scanner, USB Corn/Charging cable w/ps, PDT Users Licenses for TrakSync and AssetTrak PPCincludes: 1 year phone support & software upgrades, Subsequent support and upgrade plans are available directly through BMI. Up to 4 hrs of remote Install/training viaGoToMeeting.
2015-14824 - 11-17-15 CONFIDENTIAL 12 of 12

5.D.b
Packet Pg. 202 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Exhibit B
Invoicing and Payment Policy
Tyler Technologies, Inc. will provide you with the software, products, and services set forth in the Investment Summary of your License and Services Agreement. Capitalized terms not otherwise defined will have the meaning assign·ed to such terms in your License and Services Agreement.

Invoicing: We will invoice you for the applicable license fees, products, and services in the Investment Summary as set forth below. Your rights to dispute any invoice are set forth in your License and Services Agreement.

1. Tyler Software.

1.1 License Fees: License fees are invoiced as follows: (a) 25% ($228,717.50} on the Effective Date; (b) 25% ($228,717.50} on the date when we make the Tyler Software available to you for downloading (the "Available Download Date"); (c) 25% upon the Installation of the Tyler Software: $228,717.50;; and (d} 25 % ($228,717.50) on the earlier of project closure or 12/29/17. To the extent project closure is delayed solely by Tyler's failure to perform pursuant to the Agreement, Client may delay the payment due according to this section

1.l(d) by a period of time equal to the delay caused by Tyler's failure to perform.

1.2 Maintenance and Support Fees:

1.2.1 Year One Maintenance. The first year maintenance and support fees for the one (1) year period commencing on the Installation date ($174,585) are waived.

1.2.2 Year Two Maintenance.

1.2.2.1 Second year maintenance fees for modules listed in Phase 1 are payable upon the first anniversary of Installation Date.

1.2.2.2 Second year maintenance fees for modules listed in Phase 2 are waived until October 1, 2017. Tyler shall invoice Client maintenance fees for modules listed in Phase 2, prorated for the term commencing October 1, 2017 and ending on the day preceding the second anniversary of the Installation Date.

1.2.3 Subsequent maintenance and support fees are invoiced annually in advance on each subsequent anniversary ofthe Installation Date. Tyler agrees to cap increases to the maintenance and support fees for the first five (5) annual renewals to five percent (5%) per annum.

2. Professional Services.

2.1 Project Planning Services: Project planning services fee ($13,000) is invoiced upon delivery of the Implementation Planning Document.

2.2 Consulting Services: Consulting services are invoiced 50% upon Client acceptance of Business System Design documents and 50% upon Client acceptance of Custom Desktop Procedures, by module.

2.3 Data Conversion Services: Data conversion services are invoiced 50% upon initial delivery of converted data (automatic electronic notification) and 50% upon Client Acceptance to load converted data into Live/Production environment (automatic electronic notification), by conversion option.

2.4 Implementation and Other Professional Services (excluding training): Implementation and other professional services (excluding training) are bille_d at daily rates and invoiced as

5.D.b
Packet Pg. 203 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies delivered.

2.5 Training Services: Training services are billed in half-day and full-day increments and invoiced as delivered in accordance with the standards set forth in Section 4.7 of the Agreement.

2.6 Requested Modifications to the Tyler Software: Requested modifications to Tyler Software are invoiced 50% upon delivery of specifications and 50% upon delivery ofthe applicable modification. ,You must report any failure of the modification to conform to the specifications within thirty (30) days of delivery; otherwise, the modification will be deemed to be in compliance with the specifications after the 30-day window has passed.

Notwithstanding the foregoing, depending on the complexity of the modification and the difficulty in testing said modification, Client may reasonably request additional time for testing before the above referenced thirty (30) day window has expired. Tyler will not unreasonably refuse to honor such request.

2.7 Notwithstanding the foregoing, fees for the two hundred ninety three (293) Implementation days will be invoiced in accord with section 2.5 above provided that fifteen percent (15%) of the fee for each day will be deferred until sixty (60) days following the earlier of the planned Go live-date for the phase (as mutually agreed in the Project plan or Statement of Work) or the actual Go-live date. In the event a live date is delayed, and such delay is wholly attributable to Tyler's action or inaction inconsistent with it rights and responsibilities pursuant to this Agreement, Client may delay a payment required pursuant to this section by an amount oftime equal to such delay.

3. Other Services and Fees.

3.1 Operating System I Database Administration (OS/OBA) Services: Tyler shall provide OS/OBA Services in accordance with Exhibit K hereto. OS/OBA Services year one fee ($30,000) is invoiced on the Installation Date. OS/OBA Se.rvices will renew automatically for additional one (1) year terms at our then-current OS/OBA fee, unless terminated in writing by either party at least thirty (30) days prior to the end of the then-current term. Additionally, Tyler will hold the annual fee for OS/DBA Services at $30,000 for the first four (4) annual renewals of OS/OBA Services.

4. Third Party Products.

4.l Third Party Software License Fees: License fees for Pattern Stream Software are invoiced by Tyler upon the mutually agreed installation date for Pattern Stream Software.

4.2 Third Party Software Maintenance: The first year maintenance fee for the Pattern Stream Software is invoiced by Tyler upon the mutually agreed installation date for Pattern Stream Software. Year 2 and subsequent annual maintenance fees will be invoiced directly by Pattern Stream.

4.3 Third Party Hardware: Third Party Hardware fees are invoiced upon delivery.

5. Performance Bond. The fee for the Performance Bond is payable by Client upon the Effective Date.

6. Expenses. The service rates in the Investment Summary do not include travel expenses.

Expenses will be billed as incurred and only in accordance with our then-current Business Travel Policy. Our current Business Travel Policy is attached to this Exhibit B at Schedule 1. Copies of receipts will be provided on an exception basis at no charge. You will incur an administrative fee

5.D.b
Packet Pg. 204 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies if you request receipts for all non-per diem expenses. Receipts for mileage or miscellaneous items less than twenty-five dollars are not available.

Payment. Payment for undisputed invoices is due within forty-five (45) days of the invoice date subject to the right to withhold set forth at Section 6.3 of the Agreement. Maintenance and support fees are due on each anniversaryofthe Installation Date. We preferto receive payments electronically. Our electronic payment information is:

Bank:

ABA:

Account:

Beneficiary:

Wells Fargo Bank, N.A.
420 Montgomery
San Francisco, CA 94104
121000248
4124302472
Tyler Technologies, Inc. - Operating

5.D.b
Packet Pg. 205 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies

1. Air Travel
A. Reservations & Tickets
•••• ••• •
Exhibit B
Schedule 1
Business Travel Policy
Tyler's Travel Management Company (TMC) will provide an employee with a direct flight within two hours before or after the requested departure time, assuming that flight does not add more than three hours to the employee's total trip duration and the fare is within $100 (each way) of the lowest logical fare. If a net savings of $200 or more (each way) is possible through a connecting flight that is within two hours before or after the requested departure time and that does not add more than three hours to the employee's total trip duration, the connecting flight should be accepted.

Employees are encouraged to make advanced reservations to take full advantage of discount opportunities. Employees should use all reasonable efforts to make travel arrangements at least two (2) weeks in advance of commitments. A seven day advance booking requirement is mandatory. When booking less than seven days in advance, management approval will be required.

Except in the case of international travel where a segment of continuous air travel is scheduled to exceed six hours, only economy or coach class seating is reimbursable.

B. Baggage Fees
Reimbursement of personal baggage charges are based on trip duration as follows:
• Up to five days= one checked bag
• Six or more days= two checked bags
Baggage fees for sports equipment are not reimbursable.

2. Ground Transportation
A. Private Automobile
Mileage Allowance - Business use of an employee's private automobile will be reimbursed at the current IRS allowable rate, plus out of pocket costs for tolls and parking. Mileage will be calculated by using the employee's office as the starting and ending point, in compliance with IRS regulations. Employees who have been designated a home office should calculate miles from their home. •.;:s.. tyler •
1 5.D.b
Packet Pg. 206 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies B. Rental Car
Employees are authorized to rent cars only in conjunction with air travel when cost, convenience, and the specific situation reasonably require their use. When renting a car for Tyler business, employees should select a "mid-size" or "intermediate" car. "Full" size cars may be rented when three or more employees are traveling together. Tyler carries leased vehicle coverage for business car rentals; additional insurance on the rental agreement should be declined.

C. Public Transportation
Taxi or airport limousine services may be considered when traveling in and around cities or to and from airports when less expensive means of transportation are unavailable or impractical. The actual fare plus a reasonable tip (15-18%) are reimbursable. In the case of a free hotel shuttle to the airport, tips are included in the per diem rates and will not be reimbursed separately.

D. Parking & Tolls
When parking at the airport, employees must use longer term parking areas that are measured in days as opposed to hours. Park and fly options located near some airports may also be used. For extended trips that would result in excessive parking charges, public transportation to/from the airport should be considered. Tolls will be reimbursed when receipts are presented.

3. Lodging
Tyler's TMCwill select hotel chains that are well established, reasonable in price, and conveniently located in relation to the traveler's work assignment. Typical hotel chains include Courtyard, Fairfield Inn, Hampton Inn, and Holiday Inn Express. If the employee has a discount rate with a local hotel, the hotel reservation should note that discount and the employee should confirm the lower rate with the hotel upon arrival. Employee memberships in travel clubs such as MA should be noted in their travel profiles so that the employee can take advantage of any lower club rates. "No shows" or cancellation fees are not reimbursable if the employee does not comply with the hotel's cancellation policy.

Tips for maids and other hotel staff are included in the per diem rate and are not reimbursed separately.

4. Meals and Incidental Expenses
Employee meals and incidental expenses while on travel status are in accordance with the federal per diem rates published by the General Services Administration. Incidental expenses include tips to maids, hotel staff, and shuttle drivers and other minor travel expenses. Per diem rates are available at www.gsa.gov/perdiem.
2 5.D.b
Packet Pg. 207 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies A. Overnight Travel
For each full day of travel, all three meals are reimbursable. Per diems on the first and last day of a trip are governed as set forth below.

Departure Day
Depart before 12:00 noon
Depart after 12:00 noon
Return Day
Return before 12:00 noon
Return between 12:00 noon & 7:00 p.m.

Return after 7:00 p.m.*
Lunch and dinner
Dinner
Breakfast
Breakfast and lunch
Breakfast, lunch and dinner
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner The reimbursement rates for individual meals are calculated as a percentage of the full day per diem as follows:
• Breakfast 15%
• Lunch 25%
• Dinner 60%
B. Same Day Travel
Employees traveling at least 100 miles to a site and returning in the same day are eligible to claim lunch on an expense report. Employees on same day travel status are eligible to claim dinner in the event they return home after 7:00 p.m. *
*7:00 p.m. is defined as direct travel time and does not include time taken to stop for dinner

5. Internet Access - Hotels and Airports
Employees who travel may need to access their e-mail at night. Many hotels provide free high speed internet access and Tyler employees are encouraged to use such hotels whenever possible. If an employee's hotel charges for internet access it is reimbursable up to $10.00 per day. Charges for internet access at airports are not reimbursable.
3 5.D.b
Packet Pg. 208 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies • • •• •• • ••
Exhibit C
Maintenance and Support Agreement
Tyler Technologies, Inc. will provide you with the following maintenance and support services for the Tyler Software licensed to you. Capitalized terms not otherwise defined will have the meaning assigned to such terms in your License and Services Agreement.

1. Term. We provide maintenance and support services on an annual basis. The initial term commences on the Installation date and remains in effect for one (1) year. The term will renew automatically for additional one (1) year terms at Tyler's then-current maintenance and support fees (but subject to Exhibit B, Section 1.2.3), unless terminated in writing by either party at least thirty (30) days prior to the end of the then-current term.

2. Maintenance and Support Fees. The maintenance and support fees for the Tyler Software licensed to you are listed in the Investment Summary of your Agreement. Those amounts are payable in accordance with our Invoicing and Payment Policy. We will provide you with at least forty-five (45) days written notice of any change in your annual maintenance and support fees. We reserve the right to suspend maintenance and support services if you fail to pay undisputed maintenance and support fees within sixty (60) days of the due date. We will reinstate maintenance and support services only if you pay all past due maintenance and support fees, including all fees for the periods during which services were suspended.

3. Maintenance and Support Services. As long as you timely pay your maintenance and support fees, we will, consistent with our then-current Support Call Process:

3.1 perform our maintenance and support obligations in a professional, good, and workmanlike manner, consistent with industry standards, to conform the Tyler Software to the warranty set forth in your Agreement; provided, however, that if you modify the Tyler Software without our consent, our obligation to provide maintenance and support services on and warrant the Tyler Software will be void;

3.2 provide telephone support during our established support hours provided, however, that calls received before the end of normal support hours for a Priority 1 call will be worked on until a resolution or remediation (work-around) is provided;

3.3 maintain personnel that are sufficiently trained to be familiar with the Tyler Software and Third Party Software in order to provide maintenance and support services;

3.4 provide you with a copy of all releases to the Tyler Software (including updates and enhancements) that we make generally available without additional charge to customers who have a maintenance and support agreement in effect; and
·•::~. tyler •
1 5.D.b
Packet Pg. 209 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies

3.5 support prior releases of the Tyler Software in accordance with our then-current release life cycle policy.

3.6 maintain the Tyler Software and Tyler Forms Libraries provided to Client in compliance with applicable state and federal mandates.

3.7 After-hours support. Tyler will make available support services outside of normal support hours provided:

3.7.1 Client makes request no less than two (2) weeks in advance (although Tyler will reasonably cooperate with the City in attempting to schedule services with less than two (2) weeks advance notice);

3.7.2 Client purchases at least four (4) consecutive hours; and

3.7.3 Then-current hourly rates apply. Tyler will hold the current hourly rate of $150.00 for one (1) year from the Effective Date.

4. Client Responsibilities. We will use all reasonable efforts to perform any maintenance and support services remotely. Therefore, you agree to maintain a high-speed internet connection capable of connecting us to your PCs and server(s). You agree to provide us with a login account and local administrative privileges as we may reasonably require to perform remote services. We will, at our option, use the secure connection to assist with proper diagnosis and resolution, subject to any reasonably applicable security protocols. If we can't resolve a support issue remotely, we may be required to provide onsite services. In such event, you agree to provide us with full and free access to the Tyler Software, working space, adequate facilities within a reasonable distance from the equipment, and use of machines, attachments, features, or other equipment reasonably necessary for us to provide the maintenance and support services, all at no charge to us. We strongly recommend that you also maintain a VPN for backup connectivity purposes.

5. Excluded Services. Maintenance and support fees do not include fees for the following services: (a) initial installation or implementation of the Tyler Software; (b) onsite maintenance and support (unless Tyler cannot remotely correct a defect in the Tyler Software); (c) application design; (d) other consulting services; (e) maintenance and support of an operating system or hardware; (f) support outside our normal business hours as listed in our then-current Support Call Process; or (g) installation, training services, or third party product costs related to a new release. Requested maintenance and support services beyond those outlined in this section will be billed to you at our then current rates.

6. Current Support Call Process. Our current Support Call Process is attached to this Exhibit Cat Schedule 1. 2 5.D.b
Packet Pg. 210 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies •• ••• •• ••• •
Exhibit C
Schedule 1
Support Call Process
Tyler Technical Support Department for Munise,
Goal: To provide an effective support mechanism that will ensure timely resolution to calls, resulting in highlevel client satisfaction.

Contact Us
Call Tyler's toll free number (800-772-2260) or log a support request on line through the Tyler Client Portal available at Tyler's Support Web site (www.tvlertech.com).

Support Organization
Tyler's Technical Support Department for its ERP/Schools Division (also referred to as "Munis") is divided into multiple teams: Financials; Payroll/HR/Pension; Tax/Other Revenue and Collections; Utility Billing and Collections; OS/OBA (Operating System and Database Administration); and TylerForms and Reporting Services.

These "product-specific" teams allow support staff to focus on a group of products or services. A group of specialists assigned to each team handle calls quickly and accurately.

Each team consists of a Munis Support Product Manager, Support Analysts, and Technical Support Specialists.

The Support Product Manager is responsible for the day-to-day operations of the team and ensures we provide exceptional technical support to our clients. The Support Analysts are responsible for assisting the team with clients' issues, and provide on-going team training. Technical Support Specialists are responsible for diagnosing and resolving client issues in a timely and courteous manner.

Standard Support Hours
Applications Hours
Financia!s 8:00am-9:00pm EST Monday-friday
Payrofl/HR/Pension 8:00am-9:00pm ESTMonday-friday
Tax/Other Revenue & Coflections 8:00am-6:00pm EST Monday-Friday Utility BiHing & Collections 8:00am-8:00pm EST Monday-Friday OS/OBA 8:00am-9:00pm EST Monday-friday
TylerForms, Reporting Services and TCM 8:00am-9:00pm EST Monday-Friday 1 5.D.b
Packet Pg. 211 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies Focus on Incoming Rate
When you call Technical Support, your call is answered by a Support Technician, or is transferred into the Support voice mail. Our goal is to capture 75 percent of our daily incoming calls, which means you will often start working with a Support Specialist immediately upon calling Tyler.

Leaving Messages for Support
When leaving a message on the Support voice mail, ensure the following information is contained within the message:
• your full name (first name, last name} and the site you are calling for/from; • a phone number where you can be reached;
• the details of the issue or question you have (i.e.: program, • process, error message}; • the priority of the issue (1, 2, 3, or 4); and
• when you will be available for a return call (often Support will call back within an hour of receiving your message}.

Paging
All client questions are important to us. There may be times when you are experiencing a priority 1 critical issue and all technicians for the requested team are on the line assisting clients. In this circumstance, it is appropriate to press "O" to be redirected to the operator. The operator will page the team you need to contact. We ask that you reserve this function for those times when Munis is down, or a mission critical application is down and you are not able to reach a technician immediately.

Online Support
Some questions can be handled effectively by email. Once registered as a user on Tyler's Support Web site at www.tylertech.com, you can ask questions or report issues to Support through ·"Customer Tools". Tyler's Client Portal (TCP) allows you to log an incident to Technical Support anytime from any Internet connection. All TCP account, incident, and survey data is available in real-time.

Your existing contact information defaults when you add a new Support incident. You will be asked for required information including Incident Description, Priority, Product Group, and Product Module. Unlimited work-note text is available for you to describe the question or problem in detail, plus you can attach files or screenshots that may be helpful to Support.

When a new incident is added, the incident number is presented on the screen, and you will receive an automated email response that includes the incident number. The new incident is routed to the appropriate Technical Support Team queue for response. They will review your incident, research the item, and respond via email according to the priority of the incident.

Customer Relationship Management System
Every call or email from you is logged into our Customer Relationship Management System and given a unique call number. This system tracks the history of each incident, including the person calling, time of the call, priority of the call, description of the problem, support recommendations, client feedback, and resolution. For registered users on Tyler's Support Web site {www.tylertech.com), a list of calls is available real-time under the Tyler Client Portal (TCP).
2 5.D.b
Packet Pg. 212 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies Call Numbers
Support's goal is to return clients' calls as soon as possible. Priority 1 calls received before the end of business will be responded to that day. ~f you are not available when we call back, we will leave a message with the open call number on your voice mail or with a person in your office. When you call back, you can reference this call number so you do not have to re-explain the issue.

An open call number is also given to you once an initial contact has been made with Support and it has been determined that the issue can't be resolved during the initial call. The open call number lets you easily track and reference specific open issues with Support.

Call Response Goals
Support will use all reasonable efforts to address open calls as follows:
·- Open Maxlmum number of days a Support man*rs and analysts Catt sUfJPC)rt ca41 Is open review open calls
Priority
1 Less than a day Daily
2 10 Days or less Every other day
3 30 Days or less Weekly
4 60 Days or less Weekly
Call Priorities
A call escalation system is in place where, each day, Support Analysts and Product Support Managers review open calls in their focus area to monitor progress.

Each call logged is given a priority (1, 2, 3, and 4) according to the.client's needs/deadlines. The goal of this structure is to clearly understand the importance of the issue and assign the priority for closure. The client is responsible for setting the priority of the call. Tyler Support for Munis tracks responsiveness to priority 1, 2, and 3 calls each week. This measurement allows us to better evaluate overall client satisfaction.

Priority 1 Call - issue is critical to the client, the Munis application or process is down.

Priority 2 Call - issue is severe, but there is a work around the client can use.

Priority 3 Call - issue is a non-severe support call from the client.

Priority 4 Call - issue is non-critical for the client and they would like to work with Support as time permits.

Following Up on Open Calls
Some issues will not be resolved during the initial call with a Support Technician. If the call remains open, the technician will give you an open call number to reference, and will confirm the priority ofthe incident.

If you want to follow up on an open call, simply call the appropriate Support Team and reference the call number to the Technician who answers or leave this information in your message. Referencing the open call number allows anyone in support to quickly follow up on the issue. You can also update the incident through TCP on Tyler's Web site (www.tylertech.com) and add a note requesting follow-up. •.;j.. tyler •
3 5.D.b
Packet Pg. 213 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies Escalating a Support Call
If the situation to be addressed by your open call has changed and you need to have the call priority adjusted, please call the appropriate Support Team and ask to be connected to the assigned technician. If that technician is unavailable, another technician on the team may be able to assist you, or will transfer you to the Product Support Team Manager. If you feel you are not receiving the service you need, please call the appropriate Product Manager and provide them with the open call number for which you need assistance. The Product Manager will follow up on your open issue and determine the necessary action to meet your needs.

Technical Support Product Managers:

Financials. Payroll and Human Resources
Brian Gilman
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bnan.g,111ian0tyle~ec]l.corn <X4436l
utility BiHini anti Revc nue
Peggy Wintle
support Produd ~ r.ager - U!ililJ 51iimg
pe i;gy. wi ntr e@~fie:.,1ecr.s.om !X4567)
Evan Smith Parirer laChance
~1111',t l'cdt.'Cl.Mloager - lludi'I and General ledget' SUflflll(t Prc..ilcr ll!lllllfl!!r- RM:n1B e-,im.s:[email protected])(Tl (X•l621 l pllfk&. la.:haoc,eO!.ylertech.com (X4257) HQUJ b.Rou
Sapp;irtl'10011:t Manage-- Eq~i~ llt
hclly.lar,1tiGfy lt>ne1:IJ.rom (~448 2)
Tracy Silw
Support Pnidv.:t J,r.anager - PayroJ[
:traqsi1vaot.ylert~ t:£00l {X44~3)
Ed Ha.ererty
i-Oflp~ frodlld oa,et-Hua.m~
ett..h~ertyatytertect1.com ("4464t
$cnja Johnson
S>.t1iDrSu.(JIIV!1 l'lQC!Utt Maiia(OsnrtJa.jc,lncnetylertecli.eom (XH 5n Steven Jones
Sfni,r Stlp1m1 Prr~ f,!a~ageisteven.1or,es#tytertech.com (X425Sj) CJ McCarton
Vice ?1t1skient m Tech;11ca! Support
cJ.mci.:arnmOtytertech.com 0<4124)
Technology
I nstafiation
DeanWtlber
!nstllllJ!ior. ii!~
dean.wil~.com !X473Ci
OS/DBATum
Ben King
'Senior SuJ!POII. Product Mal!ai;O!T
ben-l ing~lertec.h.com {X-4367}
TylerfollTls, Reporting Sen1ces & TCM
M 1che.le Brown .

SililfiO~ ~t •. i,ndje;' ,
riuchele.tirlJW!!Otylertech.com . l(43E! 1 ·1
State Reporting
. PatieAee Stetson
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patience.steisonOfylertec.h.cooi {Y. 4 l 65J
Ryan Blair
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ryan.blai!Oly!erteot1.oxn (:« 57<;1
If you are unable to reach the Product Manager, please call CJ Mccarron, Vice President of Technical Support at 800-772-2260, ext.4124([email protected]).

Resources
A number of additional resqurces are available to you to provide a comprehensive and complete support experience.
• Managed Internet Update (MIU): Allows you to download and install critical and high priority fixes as soon as they become available.
• Release Admin Console: Allows you to monitor and track the availability of all development activity for a particular release directly from Munis.
4 5.D.b
Packet Pg. 214 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies l
'
• KnowledgeBase: A fully searchable depository of thousands of documents related to Munis processing, procedures, release info, helpful hints, etc.

Remote Support Tool
Some Support calls may require further analysis of your database or setup to diagnose a problem or to assist you with a question. GoToAssist~ shares your desktop via the Internet to provide you with virtual on-site support. The GoToAssist tool from Citrix (www.citrix.com) provides a highly secure connection with 128-bit, end-to-end AES encryption. Support is able to quickly connect to your desktop and view your site's setup, diagnose problems, or assist you with screen navigation.

At the end of each GoToAssist session, there is a quick survey you should complete so we have accurate and up-to-date feedback on your Support experiences. We review the survey data in order to continually improve our Support services.

Email Registration
Clients can go to our Web site and register for email "groups" based on specific Munis applications. We use these groups to inform clients of issues, and to distribute helpful technical tips and updated technical documentation. The survey information allows you to update your registration at any time, and you may unregister for one or more distribution lists at any time.

Tyler Web site
Once you have registered as a user on Tyler's Support Web site (www.tylertech.com), you have access to "Customer Tools" and other information such as on line documentation, user forums, group training schedule/sign-up, and annual user conference updates/registration.

Timely TCP Progress Updates
Our technicians are committed to providing you timely updates on the progress of your open support incidents via the Tyler Client Portal. The frequency of these updates is determined by issue priority.

Priority 1 Incidents - Daily updates (only if phone contact is not possible) Priority 2 Incidents - Weekly Updates
Priority 3 Incidents - Biweekly Updates
Priority 4 Incidents - Biweekly Updates
Updates will also be provided for any issue, regardless of priority, when action items have been completed or when there is pertinent information to share.
5 5.D.b
Packet Pg. 215 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies FINITE MATTERS LTD.

SOFTWARE LICENSE AGREEMENT
Notice to User:

By clicking on the "I ACCEPT" button, you are consenting to be bound by and are becoming a party to this License Agreement, which is a legal document between you and Finite Matters Ltd., a Virginia corporation ( "Licensor"). If you do not agree to all of the terms of this License Agreement, click the "I DO NOT ACCEPT" button.

By installing or using the accompanying software, you agree to be bound by the terms of this Agreement. If you do not agree, you are not licensed to use the software, and you must remove the software from your system and return any tangible copies of the software in your possession or control to Licensor.

Software License
License Grant. Licensor hereby grants to you a non-exclusive, NON-TRANSFERABLE, limited license (the "License") to use the accompanying software application and data (the "Program") on any single computer or virtual machine computer, so long as the Program is in use on only one computer at any time. If you have multiple licenses for the Program, then at any time you may have as many copies of the Program in use as you have licenses. The Program is in use on a computer when it is loaded into the temporary memory (i.e., RAM) of that computer.

Copying. You may make that number of copies of the Program that are necessary for you to use the Program in accordance with the license granted above. You also may copy the Program for archival purposes. Each copy made by you must include the copyright/proprietary rights notice(s) embedded in and affixed to the Program. All other copying of the Program, any part thereof, or the accompanying documentation (if any) is prohibited.

Other Restrictions. YOU MAY NOT DISTRIBUTE, LOAN, LEASE OR RENT THE PROGRAM,

BUT YOU MAY TRANSFER YOUR RIGHTS UNDER THIS LICENSE ON A PERMANENT BASIS IF YOU

TRANSFER THIS LICENSE, THE PROGRAM AND ALL ACCOMPANYING WRITTEN MATERIALS AND RETAIN NO COPIES, AND THE RECIPIENT AGREES TO THE TERMS OF THIS AGREEMENT. ANY

TRANSFER OF THE PROGRAM MUST INCLUDE THE MOST RECENT UPDATE AND ALL PRIOR VERSIONS. Under no circumstances may you modify, translate, reverse engineer, decompile, or disassemble the Program, any associated data or subscription files, or create any derivative work thereof.

Title. Title to the Program is not transferred t9 you. Ownership of the Program and all subsequent copies of the Program regardless of the form or media in or on which the original and other copies subsequently may exist, remains in Licensor.

Limited Warranty and Disclaimer
Limited Warranty. Licensor warrants that , for a period of 365 days from the date you activate the Program: (i) the medium, if any, upon which the Program is provided to you by Licensor will be free from defects in material and workmanship under normal use, and (ii) the Program will perform substantially in accordance with its accompanying documentation when operated in the computing environment specified by Licensor. Licensor does not warrant, however, that the Program will meet your requirements, that your use of the Program will be

5.D.b
Packet Pg. 216 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies uninterrupted, that the operation of the Program will be error-free or ·secure, or that any defects in the Program will be corrected. Modifications to the Program, subjection of the Program to accident, abuse, or improper use, or violation of the terms of this Agreement shall void this limited warranty immediately. This warranty shall not apply if the Program is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Program was designed to be used as described in the accompanying documentation.

DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PROGRAi~ AND ANY DOCUMENTATION ARE PROVI DED "AS IS," "WITH ALL FAULTS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO., WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN

ADDITION, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PROGRAM OR AGAINST INFRINGEMENT.

Limitation of Remedies. Licensor's entire liability and your exclusive remedy for breach of any expressed or implied warranty shall be, at Licensor's option, either (i) replacement of the Progra~ or media that does not conform to the Limited Warranty contained in t his Agreement and which is returned to Licensor with a copy of your purchase receipt prior to expiration of the applicable warranty period, or (ii} a refund of your purchase price for the Program upon return of the Program and all documentation with a copy of your purchase receipt prior to expiration of the applicable warranty period and certification that you have erased all other copies of the Program in your control or possession. Any replacement Program will be warranted for the remainder of the original warranty period or 30 days, whichever is longer.

LIMITATION OF LI ABILITY. IN NO EVENT WILL LICENSOR BE LIA3LE FOR ANY LOST

PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL,

EXEMPLARY, CONSEQUENTIAL OR ANY OTHER TYPE OF DAMAGES, ARISING OUT OF THIS

AGREEMENT OR THE USE OF THE PROGRAM LICENSED HEREUNDER, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES .

General Provisions
Copyright. The Program is protected by the copyright laws of the United States and international copyright treaties, and should be treated like other copyrighted material.

Termination. This Agreement and the License granted herein may be terminated by Licensor, at its sole option, if you cornrait a material breach of this Agreement.

This Agreement and the License granted herein shall terminate immediately upon your receipt of a new version or update of the Program. Upon any termination of this Agreement, you must cease use of the Program, destroy a l l copies then in your possession or control, and take such other action as Licensor may reasonably require to ensure that no copies of the Program remain in your possession or control.

Export Controls. The Program, the Program technology and its related documentation may not be exported or reexported in violation of the U.S. Export Administration Act and its implementing regulations.

Governing Law. This Agreemen t shall be governed by and construed under the laws o f the Commonwealth of Virginia, U.S.A. as such l aws apply to agreements between Virginia residents entered into and to be performed within Virginia, except as governed by Federal law. A.~Y ACTION OR PROCEEDING SHALL BE BROUGHT IN A FEDERAL

5.D.b
Packet Pg. 217 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies

OR STATE COURT OF COMPETENT JURISDICTION IN THE COUNTY OF GOOCHLAND, VIRGINIA OR THE CITY OF RICHMOND, VIRGINIA, AND IN NO OTHER JURISDICTION.

Miscellaneous. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the validity and enforceability of the other provisions will not be affected thereby. Failure of a party to enforce any provision of this Agreement does not constitute and should not be construed as a waiver of such provision or of the right to enforce such provision. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

U.S. Government Restricted Rights.

The Program and any documentation are provided to the Government with RESTRICTED RIGHTS as defined at 48 CFR 27.401 or at DFARS 252.227-7013(a), as appropriate to the procuring agency. Notwithstanding any other lease or license agreement that pertains to, or accompanies the delivery of, the Program, use, duplication or disclosure by the U.S. Government is subject to restrictions set forth in subparagraphs (c) (1) and (c) (2) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19, when procured or used by civilian agencies of the U.S.

Government, or in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, when procured or used by agencies of the U.S. Department of Defense, and in similar clauses in the NASA FAR Supplement, where applicable. U.S. Government Restricted Rights Contractor/manufacturer is Finite Matters Ltd. , 3064 River Road West , Suite B, Goochland, Virginia 23063.

If you have any questions concerning this Agreement, or if you desire to contact Licensor for any reason, please contact Finite Matters Ltd. at 3064 River Road West, Suite B, Goochland, Virginia 23063.

5.D.b
Packet Pg. 218 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies

SOFTWARE MAINTENANCE AGREEMENT
THIS SOFTWARE MAINTENANCE AGREEMENT made and entered into between Finite Matters Ltd., a Virginia corporation (hereinafter "FML"), and the undersigned customer (hereinafter "User") determines the obligations of FML for the maintenance of the Software (hereinafter defined).

1. Definitions. As used in this Agreement, the following definitions shall apply:
(a) "Software" shall mean the computer program(s), in object code form, identified in Schedule A, annexed hereto and made a part hereof. (b) "Designated Equipment" shall mean the central processing unit and its associate equipment that are identified by model and serial numbers on the annexed Schedule A.
(c) "Specifications" shall mean the functional specifications for the Software in existence as of the effective date of this Agreement. (d) "Errors, Malfunctions and Defects" shall mean the failure or inability of the Software to perform any material functions set forth in the Specifications when such Software is used on the Designated Equipment.
(e) "Nonexclusive license" means a license that does not preclude the licensor from transferring the same information, informational rights, contractual rights or permissions within the same scope to other licensees.

2. Duties of FML.
(a) FML shall perform the following services during the term hereof:
(i) Assist User in diagnosing Errors, Malfunctions and
Defects when the Software is used on the
Designated Equipment.
(ii) Provide technical services to User to attempt to
correct diagnosed Errors, Malfunctions and Defects.
(iii) Provide technical services to User to attempt to
keep the Software in compliance with hardware
changes made to the Designated Equipment by the
manufacturer thereof.

5.D.b
Packet Pg. 219 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies (iv) Provide technical services to User to attempt to
keep the Software compatible with the then-current
version of the operating system of the Designated
Equipment.
(b) In receiving such services, User shall be entitled only to the following:
(i) Twelve (12) telephone support incidents per Term
(as hereinafter defined), not to exceed an aggregate
of eight (8) hours. In the event this Agreement is
renewed for one or more Renewal Terms (as
hereinafter defined), User shall not receive any
credit for unused incidents remaining at the end of
the preceding Term. Such telephone support shall
be provided during FML' s standard business hours
(9 a.m. to 5 p.m. Eastern Time, Monday through
Friday). For each incident per Tenn, FML agrees to
work with the Customer until a resolution or
remediation (work-around) is provided.
(ii) Unlimited e-mail support.
( c) During the term hereof, as part of the annual maintenance fee, FML shall provide Customer with all major and minor Software updates, upgrades, bug fixes, upgrade support, and enhancements and related updates to the Software documentation (each, a "Release"). Users not purchasing the annual maintenance shall have the option to purchase each Release at FML's then-current price.

3. Duties of User. User shall provide FML with all information, documentation, technical assistance and access to the Designated Equipment as FML may require in order to perform the duties set forth in Paragraph 2 hereof. FML shall be released from its obligations hereunder if User is unable or otherwise fails to provide FML with the foregoing.

4. Fees and taxes.
(a) In consideration of FML's performance of its obligations hereunder, User shall pay FML the annual maintenance fees set forth in Schedule A hereof.
(b) User shall pay all taxes based on or in any way measured by this Agreement or any services related hereto, excluding taxes based on FML' s net income. If User challenges the applicability of any such taxes, it shall pay the same to FML and User may thereafter challenge such tax and seek refund thereof.
2 5.D.b
Packet Pg. 220 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies (c) The annual maintenance fees and taxes shall be due and payable in advance within 10 days after the execution hereof by both parties and the submission of invoice therefor by FML. User shall pay a late payment charge of 1.5 percent per month, or the maximum rate permitted by applicable law, whichever is less, on any unpaid amounts for each calendar month or fraction thereof that any payment to FML is in arrears.

5. Proprietary rights.
(a) FML shall own the entire right, title and interest in and to all corrections, programs, information and work product conceived, created or developed, alone or with User or others, as a result of or related to the performance of this Agreement, including all proprietary rights therein or based thereon. Subject to the payment of the maintenance fees and taxes herein provided, FML hereby grants to User a nonexclusive license to use that portion of such corrections, programs, information and work product that FML actually delivers to User pursuant to this Agreement. (b) Except and to the extent expressly provided herein, FML does not grant to User any right, license or other proprietary right, express or implied, in or to any corrections, programs, information or work product covered by this Agreement.

6. Negation of warranty. FML DOES NOT WARRANT THE SERVICES PROVIDED

UNDER THIS AGREEMENT OR THAT THE SOFTWARE WJLL MEET OR CONTINUE

TO MEET THE SPECIFICATIONS OR THAT ANY OR ALL ERRORS, MALFUNCTIONS AND DEFECTS CAN OR WILL BE CORRECTED. ALL CORRECTIONS, PROGRAMS, INFORMATION AND SERVICES ARE PROVICED ON AN "AS IS" BASIS, AND THERE

ARE NOW ARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,

ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.

7. No infringement indemnification. FML SHALL HA VE NO LIABILITY TO USER

FOR THE INFRINGEMENT OF ANY PROPRIETARY RIGHTS AS A RESULT OF OR

RELATED TO THIS AGREEMENT OR TO ANY CORRECTIONS, PROGRAMS,

INFORMATION, WORK PRODUCT OR SERVICES PROVIDED TO USER BY FML HEREUNDER.

8. Limitation of liability.
(a) FML SHALL NOT BE LIABLE TO USER FOR ANY DAMAGES

RESULTING FROM OR RELATED TO THE SERVICES

PERFORMED BY FML HEREUNDER, INCLUDING, BUT NOT

LIMITED TO, ANY LOSS OF DAT A OR SOFTWARE, INABILITY

OF FML TO CORRECT ANY ERRORS, MALFUNCTIONS AND
3 5.D.b
Packet Pg. 221 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies

DEFECTS IN THE SOFTWARE, OR DELAY OF FML IN
PERFORMING ANY SERVICES HEREUNDER.
(b) IN NO EVENT SHALL FML BE LIABLE TO THE USER FOR ANY

INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST

PROFITS ARISING OUT OF OR RELATED TO THIS

AGREEMENT, EVEN IF FML HAS BEEN ADVISED OF THE

POSSIBILITY THEREOF OR KNEW OR SHOULD HA VE KNOWN
THEREOF. FML'S LIABILITY HEREUNDER TO THE USER, IF

ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE

ANNUAL MAINTENANCE FEES PAID TO FML HEREUNDER BY
USER.

9. Termination.
(a) This Agreement may be terminated upon the occurrence of one or more of the following events; provided, however, the terminating party shall have no liability to the other party for the exercise of any rights granted in this paragraph, nor shall such exercise have the effect of waiving any rights, claims, or damages to which the terminating party might be entitled:
(i) By either party, if the other party is adjudicated
bankrupt or seeks protection as a debtor, voluntarily
or involuntarily, under any bankruptcy law.
(ii) By FML, if User fails to pay the maintenance fees or taxes due FML hereunder.
(iii) By either party, if the other party is in default of any other provision of this Agreement, provided written
notice of such alleged default has been given to the
other party and such other party has not cured such
default within 30 days after receipt of such notice.
(b) The failure of either party to exercise its rights of termination as provided herein shall not be deemed a waiver or limitation of the rights of such party to subsequently terminate this Agreement for any other or similar default.

10. Term.
(a) This Agreement shall become effective upon FML's written acceptance of this Agreement.
4 5.D.b
Packet Pg. 222 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies (
(b) The initial term of this Agreement shall be for a period of 12 months commencing with the date of FML' s acceptance of this Agreement (the "Initial Term").
(c) After expiration of any Term (as hereinafter defined), User shall have the right to renew this Agreement for an additional 12-month period (each, a "Renewal Term") by providing FML with 60 days prior written notice. No Renewal Term shall commence until receipt by FML of its then-current annual maintenance fees. The Initial Term and each Renewal Term shall be referred to herein as a "Term."
(d) Notwithstanding the foregoing, FML shall have the right, exercisable at its sole discretion, to terminate this Agreement effective as of the end of any Term by providing User with 30 days prior written notice thereof.

This right shall be exercisable by FML without respect to any renewal notice previously, contemporaneously or subsequently provided by User pursuant to Paragraph lO(c) hereof.

11. General.
(a) This Agreement is the sole and entire agreement between the paities relating to the subject matter hereof and may be amended only by a writing executed by authorized representatives of both parties. FML rejects any and all additional, conflicting or inconsistent terms and conditions that may be submitted or proposed by User.
(b) User may not assign or transfer this Agreement or User's rights and obligations hereunder without FML' s prior written consent. ( c) All notices, requests or other communications required shall be in writing and shall be deemed to have been duly given if delivered personally or mailed by United States certified or registered mail, prepaid, return receipt requested, to the parties or their permitted assignees at the addresses indicated below ( or at such other address as shall be given in writing by either of the parties to the other). (d) This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia without regard to its principles of conflicts of laws. No action or proceeding based upon this Agreement or arising out of its performance shall be instituted by either party more than one year after the cause of action has accrued, and any such action or proceeding shall be brought in a federal or state court of competent jurisdiction in the County of Goochland, Virginia or the City of Richmond, Virginia, and in no other jurisdiction.
5 5.D.b
Packet Pg. 223 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies (e) In the event that FML should institute suit against User for any relief under this Agreement and substantially prevail in such suit, User shall pay to FML all reasonable expenses and court costs, including reasonable attorneys' fees, incurred by FML, which shall be deemed to have accrued on the date such suit is instituted and shall be enforceable even though such suit is not prosecuted to judgment.
(f) This Agreement shall be binding upon the parties and their respective legal representatives, heirs, devisees, legatees or other successors and assigns, and shall inure to the benefit of the parties and their respective permitted legal representatives, heirs, devisees, legatees or other successors and assigns.
(g) The failure of any party at any time or times to require the performance of any provisions of this Agreement shall in no manner affect the right to enforce the same; and no waiver by any party of any provision (or of a breach of any provision) of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed or construed either as a further or continuing waiver of any such provision or breach or as a waiver of any other provision (or of a breach of any other provision) of this Agreement.
(h) It is the intention of all of the parties hereto that each provision of this Agreement is severable and, if for any reason any provision is held to be invalid or unenforceable, neither the validity or enforceability of the remaining provisions of this Agreement shall be affected thereby. 6 5.D.b
Packet Pg. 224 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies FINITE MATTERS LTD.

PATTERNSTREAM® AUTOMATED DOCUMENT SYSTEM

SOFTWARE LICENSE AGREEMENT
Notice to User:

By clicking on the "I ACCEPT" button, you are consenting to be bound by and are becoming a party to this License Agreement, which is a legal document between you and Finite Matters Ltd., a Virginia corporation ("Licensor"). If you do not agree to all of the terms of this License Agreement, click the "I DO NOT ACCEPT" button.

Software License
License Grant. Licensor hereby grants to you a non-exclusive, NONTRANSFERABLE, limited license (the "License") to use the accompanying software application and data (the "Program") on any server computer located at your business premises and any other computers or devices owned or controlled by you which can be accessed from outside your business premises by a telecommunications network or otherwise.

Copying. You may make that numbe.r of copies of the Program that are necessary for you to use the Program in accordance with the license granted above. You also may copy the Program for archival purposes.

Each copy made by you must include the copyright/proprietary rights notice(s) embedded in and affixed to the Program. All other copying of the Program, any part thereof, or the accompanying documentation (if any) is prohibited.

Other Restrictions. YOU MAY NOT DISTRIBUTE, LOAN, LEASE OR RENT THE

PROGRAM, BUT YOU MAY TRANSFER YOUR RIGHTS UNDER THIS LICENSE ON A PERMANENT BASIS IF YOU TRANSFER THIS LICENSE, THE" PROGRAM AND ALL

ACCOMPANYING WRITTEN MATERIALS AND RETAIN NO COPIES, AND THE RECIPIENT AGREES TO THE TERMS OF THIS AGREEMENT. ANY TRANSFER OF THE PROGRAM MUST INCLUDE THE MOST RECENT UPDATE AND ALL PRIOR VERSIONS. Under no circumstances may you modify, translate, reverse engineer, decompile, or disassemble the Program, any associated data or subscription files, or create any derivative work thereof.

Title. Title to the Program is not transferred to you. Ownership of the Program and all subsequent copies of the Program regardless of the form or media in or on which the original and other copies subsequently may exist, remains in Licensor.

Limited Warranty and Disciaimer

5.D.b
Packet Pg. 225 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies Limited Warranty. _ Licensor warrants that, for a period of 365 days from the date you activate the Program: (i) the medium, if any, upon which the Program ~s provided to you by Licensor will be free from defects in material and workmanship under normal use, and (ii) the Program will perform substantially in accordance with its accompanying documentation when operated in the computing environment specified by Licensor.

Licensor does not warrant, however, that the Program will meet your requirements, that your use of the Program will, be uninterrupted, that the operation of the Program will be error-free or secure, or that any defects in the Program will be corrected. Modifications to the Program, subjection of the Program to accident, abuse, or improper use, or violation of the terms of this Agreement shall void this limited warranty immediately. This warranty shall not apply if the Program is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Program was designed to be used as described in the accompanying documentation.

DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PROGRAM AND ANY DOCUMENTATION ARE PROVIDED "AS IS," "WITH ALL FAULTS" AND WITHOUT WARRANTY OF A.i.~Y KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMA.i.~CE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PROGRAt~ OR AGAINST INFRINGEMENT.

Limitation of Remedies. Licensor's entire liability and your exclusive remedy for breach of any expressed or implied warranty shall be, at Licensor's option, either (i) replacement of the Program or media that does not conform to the Limited Warranty contained in this Agreement and which is ret~rned to Licensor with a copy of your purchase receipt prior to expiration of the applicable warranty period, or (ii) a refund of your purchase price for the Program upon return of the Program and all documentation with a copy of your purchase receipt prior to expiration of the applicable warranty period and certification that you have erased all other copies of the Program ir. your control or possession. Any replacement Program will be warranted for the remainder of the original warranty period or 30 days, whichever is longer.

LIMITATION OF LIABILITY. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY

LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL,

SPECIAL, EXSMPLARY, CONSEQUENTIAL OR ANY OTHER TYPE OF DAMAGES, ARISING

OUT OF THIS AGKEEMENT OR TEE USE OF THE PROGRAM LICENSED HEREUNDER, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAiv".tAGES.

General Provisions
Termination. Th:s Agreement and the License granted herein may be terminated by Licensor, at its sole option, if you commit a material breach of this Agreement. This Agreement and the License granted herein shall terminate immediately upon your receipt of a new version or update of the Program. Upon any termination of this Agreement, you must cease use of the Program, destroy all copies then in your possession or control, and take such other action as Licensor may reasonabl y require to ensure that r.o copies of the Program remain in your possession or control.

5.D.b
Packet Pg. 226 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies Export Controls. The Program, the Program technology and its related documentation may not be exported or reexported in violation of the U.S.

Export Administration Act and its implementing regulations.

Governing Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Virginia, U.S.A. as such laws apply to agreements between Virginia residents entered into and to be performed within Virginia, except as governed by Federal law. ANY ACTION OR

PROCEEDING SHALL BE BROUGHT IN A FEDERAL OR STATE COURT OF COMPETENT

JURISDICTION IN THE COUNTY OF GOOCHLAND, VIRGINIA OR THE CITY OF RICHMOND, VIRGINIA, AND IN NO OTHER JURISDICTION.

Failure of a party to enforce any provision of this Agreement does not constitute and should not be construed as a waiver of such provision or of the right to enforce such provision. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

U.S. Government Restricted Rights. The Program and any documentation are provided to the Government with RESTRICTED RIGHTS as defined at 48 CFR

27.401 or at DFARS 252.227-7013(a), as appropriate to the procuring agency. Notwithstanding any other lease or license agreement that pertains to, or accompanies the delivery of, the Program, use, duplication or disclosure by the U.S. Government is subject to restrictions set·forth in subparagraphs (c) (1) and (c) (2) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19, when procured or used by civilian agencies of the U.S. Government, or in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, when procured or used by agencies of the U.S. Department of Defense, and in similar clauses in the NASA FAR Supplement, where applicable. U.S. Government.Restricted Rights Contractor/manufacturer is Finite Matters Ltd., 3064 River Road West, Suite B, Goochland, Virginia 23063.

Copyright. The Program is protected by the copyright laws of the United States and international copyright treaties, and should be treated like other copyrighted material.

2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at
http: / /www . apache.org/licenses/LICENSE-2.0

5.D.b
Packet Pg. 227 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRA.~TIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

If you have any questions concerning this Agreement, or if you desire to contact Licensor for any reason, please contact Finite Matters Ltd. at · 3064 River Road West, Suite B, Goochland, Virginia 23063.

5.D.b
Packet Pg. 228 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies (
Exhibit D
DocOrigin End User License Agreement

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
1 5.D.b
Packet Pg. 229 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies ATTENTION: THE SOF1WARE PROVIDED UNDER THIS AGREEMENT IS BEING LICENSED TO YOU BY OF SOFTWARE LTD. AND IS NOT BEING SOLD. THIS SOF1WARE IS PROVIDED UNDER THE FOLLOWING AGREEMENT THAT SPECIFIES WHAT YOU MAY DO WITH THE SOF1WARE AND CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES.

DocOrlgln

SOFTWARE LICENSE
IMPORTANT-READ CAREFULLY: This End-User License Agreement ("Agreement" or "EULA") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as ·vou") and OF Software Ltd. for the DocOrigin software product that accompanies this EULA, including any associated media, printed materials and electronic documentation (the "Software"). The Software also encompasses any software updates, add-on components, web services and/or supplements that may be provided to you or made available to you after the date you obtain the initial copy of the Softv;are to the extent that such items are not accompanied by a separate license agreement or terms of use. If you receive the Software under separate terms from your distributor, those tenns will take precedence over any conflicting tenns of this EULA.

By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, access or use the Software; instead, you should remove the Software from all systems and receive a full refund.

IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDlVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON

SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER,

CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

1. LICENSE TERMS

1.1 In this Agreement a "License Key" means any license key, activation code, or similar installation, access or usage control codes, including serial numbers digitally created and or provided by OF Software Ltd., designed to provide unlocked access to the Software and its functionality.

1.2 Evaluation License. Subject to all of the terms and conditions of this Agreement, OF Software Ltd. grants You a limited, royalty-free, non-exclusive, non-transferable license to download and install a copy of the Software from www.docorigin.com on a single machine and use it on a royalty-free basis for no more than 120 days from the date of installation (the ''Evaluation Period"). You may use the Software during the Evaluation Period solely for the purpose of testing and evaluating it to detennine if You wish to obtain a commercial, production license for the Software. This evaluation license grant will automatically end on expiry of the Evaluation Period and you acknowledge and agree that OF Software Ltd. will be under no obligation to renew or extend the Evaluation Period. If you wish to continue using the Software You may, on payment of the applicable fees, upgrade to a full license (as further described in section 1.3 below) on the terms of this Agreement and will be issued with a License Key for the same. If you do not wish to continue to license the Software after expiry of the Evaluation Period, then You agree to comply with the termination obligations set out in section [7 .3] of this Agreement. For greater certainty, any document generated by you under an evaluation license will have a 'spoiler' or watermark on the output document. Documents generated by DocOrigin software that has a valid license key file also installed will not have the 'spoiler' produced. You are not permitted to remove the watermark or 'spoiler' from documents generated using the software under an evaluation ltcense.

1.3 Development and Testing Licenses. Development and testing licenses are available for purchase through authorized distributors and resellers of OF Software Ltd. only. Subject to all of the terms and cond.ilions of this Agreement, OF Software Ltd. grants You, a perpetual (subject to termination by OF Software Ltd. due to your breach of the terms of this Agreement), non-exclusive, non-transferable, worldwide non-subllcenseable license to download and install a copy of the Software from www.docorigin.com on a single machine and 2 5.D.b
Packet Pg. 230 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies use for development and testing to create collateral deployable to Your production system(s). You are not entitled to use a development and testing license for live production purposes.

1.4 Production Licenses. Production licenses are available for purci"lase through authorized distributors and resellers of OF Software Ltd. only. Subject to all of the terms and conditions of this Agreement, OF Software Ltd. grants You, a perpetual (subject to termination by OF Software Ltd. due to your breach of the terms of this Agreement), non-exclusive, non-transferable, worl~ide non-sublicenseable license to use the Software In accordance with the license type purchased by you as set out on your purchase order as further described below. For greater certainty, unless otherwise agreed in a purchase order concluded with an approved distributor of the Software, and approved by OF Software, the default license to the Software is a per-CPU license as described in A below:

A. Per-CPU. The total number of CPUs on a computer used to operate the Software may not exceed the licensed quantity of CPUs. For purposes of this license metric: (a) CPUs may contain more than one processing core, each group of two (2) processing cores is consider one (1) CPU., and any remaining unpaired processing core, will be deemed a CPU. (b) all CPUs on a computer on which the Software is installed shall be deemed to operate the Software unless You configure that computer (using a reliable and verifiable means of hardware or software partitioning) such that the total number of CPUs that actually operate the Software is less than the total number on that computer.

B. Per-Document. This is defined as a fee per document based on the total number of documents generated annually by merging data with a template created by the Software. The combined data and template produce documents of one or more pages. A document may contain 1 or more pages. For instance a batch of invoices for 250 customers may contain 1,000 pages, this will be counted as 250 documents which should correspond to 250 invoices.

C. Per-Surface. This is defined as a fee per surface based on the total number of surfaces generated annually by merging data with a template created by the Software. The combined data and template produce documents of one or more pages, the pages may be printed one side (one surface) or duplexed (2 surfaces). The documents may be rendered to a computer file (i.e. PDF), each page placed In the file is considered a surface. A document may contain 1 or more surfaces.

For instance a batch of invoices tor 250 customers may contain 500 pages duplexed, this will be counted as. 1000 surfaces.

1.5 Disaster Recovery License. You may request a Disaster Recovery license of the Software for each production license You have purchased as a failover in the event of loss of use of the production server(s).

This license is for disaster recovery purposes only and under no circumstance may the disaster recovery license be used for production simultaneously With a production license with which it is paired.

1.6 Backup Copies. After installation of the Software pursuant to this EULA, you may store a copy of the installation files for the Software solely for backup or archival purposes. Except as expressly provided in this EULA, you may not otherwise make copies of the Software or the printed materials accompanying the Software.

1.7 Third-Party Software Ucense Rights. If a separate license agreement pertaining to an item of thi~rty software is: delivered to You with the Software, Included in the Software download package, or referenced in any material that is provided with the Software, then such separate license agreement shall govern Your use of that item or version of Third-Party Software. Your rights in respect to any third-party software, third-party data, third-party software or other third-party content provided with the Software shall be limited to those rights necessary to operate the Software as permitted by this Agreement No other rights in the Software or third-party software are granted to You.
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Packet Pg. 231 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies

2. LICENSE RESTRICTIONS
Any copies of the Software shall include all trademarks, copyright notices, restricted rights legends, proprietary markings and the like exactly as they appear on the copy of the Software originally provided to You. You may not remove or alter any copyright, trademark and/or proprietary notices marked on any part of the Software or related documentation and must reproduce all such notices on all authorized copies of the Software and related documentation. You shall not sublicense, distribute or otherwise make the Software available to any third party (including, without limitation, any contractor, franchisee, agent or dealer) without first obtaining the written agreement of (a) OF Software Ltd. to that use, and (b) such third party to comply with this Agreement. You further agree not to (i) rent, lease, sell, sublicense, assign, or otherwise transfer the Software to anyone else; (ii) directly or indirectly use the Software or any information about the Software in the development of any software that is competitive with the Software, or (iii) use the Software to operate or as a part of a time-sharing service, outsourcing service, service bureau, application service provider or managed service provider offering. You further agree not to reverse engineer, decompile, or disassemble the Software.

3. UPDATES, MAINTENANCE ANO SUPPORT

3.1 During the validity period of Your License Key, You will be entitled to download the latest version of the Software from the DocOrigin website W\wt.docorigin.com. Use of any updates provided to You shall be governed by the terms and conditions of this Agreement. OF Software Ltd. reserves the right at any time to not release or to discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, licensing. terms, release dates, general availability or other characteristics of the Software.

3.2 On expiry of your maintenance and support contract, you will have the right to continue using the current version(s) of the Software which you downloaded prior to the date of expiry of your License Key. However, you will need to renew maintenance and support in order to receive a new License Key that will unlock the more current version(s) of the Software. For greater certainty, if you attempt to use an expired License Key to download the latest version of the Software, the Software will revert to being a locked, evaluation copy of that version of the Software.

4. INTELLECTUAL PROPERTY RIGHTS.

This EULA does not grant you any rights in connection with any trademarks or service marks of OF Software Ltd. or DocOrigin. All title and intellectual property rights in and to the Software, the accompanying printed materials, and any copies of the Software are owned by OF Software Ltd. or its suppliers. All title and intellectual property rights in and to the content that is not contained in the Software, but may be accessed through use of the Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this Software contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation.

5. DISCLAIMER OF WARRANTIES.

TO THE GREATEST EXTENT PERMITTED BY LAW, THE LICENSED SOFlWARE AND TECHNICAL SUPPORT PROVIDED BY OF SOF1WARE LTD. HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS AND

THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN

OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR

OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THIS AGREEMENT OR IN CONNECTION WITH THIS AGREEMENT BY OF SOFTWARE LTD.

OF SOFTWARE LTD. DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY,

MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. OF SOFTWARE LTD. DOES NOT REPRESENT OR WARRANT THAT THE SOF1WARE SHALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE SOFTWARE

WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE SOFlWARE CAN BE FOUND OR CORRECTED.

In certain jurisdictions some or all of the provisions in this Section may not be effective or the applicable law may mandate a more extensive warranty in which case the applicable law will prevail over this Agreement. 4 5.D.b
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6. LIMITATIONS OF LIABILITY.

6.1 TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OF SOFTWARE LTD. BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT,

INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER,

INCLUDING WITHOUT LIMITATION, LEGAL EXPENSES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOST OR ·DAMAGED DATA, LOSS OF COMPUTER TIME, COST OF SUBSTITUTE GOODS OR SERVICES, OR FAILURE TO REALIZE EXPECTED SAVINGS OR AtN OTHER COMMERCIAL OR

ECONOMIC LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF OF SOFTWARE LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE.

6.2 THE ENTIRE LIABILITY OF OF SOF1WARE LTD. AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO

THE SOFTWARE AND TECHNICAL SUPPORT AND ANY OTHER PRODUCTS OR SERVICES SUPPLIED BY OF SOFTWARE LTD. IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTlON, WHETHER IN CONTRACT OR IN TORT, INCLUDING

FUNDAMENTAL BREACH OR NEGLIGENCE, WILL BE LIMITED IN THE AGGREGATE TO THE AMOUNTS PAID BY YOU FOR THE SOFlWARE, TECHNICAL SUPPORT OR SERVICES GIVING RISE TO THE CLAIM.

6.3 THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YQU ACKNOWLEDGE THAT BUT

FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER OF SOFTWARE LTD. NOR ANY OF ITS LICENSORS OR SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT.

7. TERM AND TERMINATION

7.1 The term of this Agreement will begin on download of the Software and, in respect of an Evaluation License, shall continue for the Evaluation Period, and in respect of all other license types defined in Section 1, shall continue for as long as You use the Software, unless earlier terminated sooner under this section 7.

7.2 OF SoftWare Ud. may terminate this Agreement in the event of any breach by You if such breach has not been cured within five (5) days of notice to You. No termination of this Agreement will entitle You to a refund of any amounts paid by You to OF Software Ltd. or its applicable distributor or reseller or affect any obligations You may have to pay any outstanding amounts owing to OF Software Ltd. or Its distributor.

7.3 Your rights to use the Software will Immediately terminate upon termination or expiration of this Agreement.

Within five (5) days of tennination or expiration of this Agreement, You shall purge all Software and all copies thereof from all computer systems and storage devices on which it was stored, and certify such to OF Software Ltd.

8. GENERAL PROVISIONS

8.1 No Waiver. No delay or failure in exercising any right under this Agreement, or any partial or single exercise of any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach of any express or implied term set out in this Agreement constitutes consent to any subsequent breach, whether of the same or any other provision.

8.2 Severablllty. lf any provision of this Agreement is, or becomes, unenforceable, it will be severed from this Agreement and the remainder of this Agreement wiU remain in full force and effect.

8.3 Assignment. You may not transfer or assign this Agreement (whether voluntarily, by operation of law, or otherwise) without OF Software Ltd.'s prior written consent. OF Software Ltd. may assign this Agreement at any time without notice. This Agreement is binding upon and will inure to the benefit of both parties, and their respective successors and permitted assigns.

8.4 Governing Law and Venue. This Agreement shall be governed by the laws of the Province of Ontario. No choice of laws rules of any jurisdiction shall apply to this Agreement. You consent and agree that the courts of the Province of Ontario shall have jurisdiction over any legal action or proceeding brought by You arising out of or relating to this Agreement, and You consent to the jurisdiction of such courts for any such action or proceeding.
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Packet Pg. 233 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies

8.5 Entire Agreement. This Agreement is the entire understanding and agreement between You and OF Software Ltd. with respect to the subject matter hereof, and it supersedes all prior negotiations, commitments and understandings, verbal or written, and purchase order issued by You. This Agreement may be amended or otherwise modified by OF Software Ltd. from time to time and the most recent version of the Agreement will be available on the OF Software website www.docorigin.com.

Last Updated: {July 18 2013]
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Packet Pg. 234 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies Professional Services Agreement Insurance Requirements
With Professional Liability
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.

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

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

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

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

4. Professional Liability: Insurance appropriate to the Consultant's profession with a limit of not less than $2,000,000 each occurrence.

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

Other Insurance Provisions

1. The policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status (CGL): The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the COL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance at least as broad as Insurance Services Office Form CG 20 10 11 85.
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Packet Pg. 235 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies b. Primary Coverage (CGL, Auto, and Professional Liability): For any claims related to this contract which arise from Consultant'~ performance hereunder, the Consultant's insurance shall be primary as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it.
c. Notice of Cancellation (all policies): Should any of the above described policies be cancelled before the expiration date thereof, Consultant will ensure notice will be delivered in accordance with the policy provisions.
d. Waiver of Subrogation : Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation with regard to the CGL and Auto policies which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Relative to Workers' Compensation coverage, Consultant hereby grants the City a waiver of subrogation which any insurer of Consultant may acquire against the City by virtue of payment of loss, except if the loss was caused by the City's sole negligence. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions shall be disclosed to the City of Santa Monica upon request.

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

Claims Made Policies

1. If the Professional Liability policy provides "claims made" coverage:
a. The Retroactive Date must be before the date of this Agreement or the start of work.
b. The insurance must be maintained and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another "claims made" policy form with a Retroactive Date prior to the effective Agreement date, 2 5.D.b
Packet Pg. 236 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies r
the Consultant must purchase "extended reporting" coverage for a minimum of 5 years after completion of work.

Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements or copies of the applicable policy language providing the insurance coverage required herein. All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant's obligation to provide them.

Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.
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Packet Pg. 237 Attachment: Tyler Technologies ERP System (10062) - Original Contract (2015) (6574 : Approval of First Modification to Tyler Technologies

CITY OF SANTA MONICA

LIVING WAGE ORDINANCE
Certification for Providers of Services to the City of Santa Monica (Fiscal Year 24/25 July 1, 2024 through June 30, 2025)

TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
The City of Santa Monica Municipal Code Chapter 4.65, Living Wage Ordinance (LWO), establishes a Minimum Wage of $20.32 per hour for certain employees of contractors providing services to the City where services exceed $54,200 or more and requires that contractors also provide the same health care and other benefits to employees same sex spouses and domestic partners as are provided to other employees spouses.

An employee covered by the LWO is any person who does not actually work as a manager, supervisor, or confidential employee, and who is not required to possess an occupational license.

The Living Wage Ordinance applies the services sought pursuant to this bid and bidders are required to prepare and return the Living Wage Certification Form. If the bidder is selected, the bidder must maintain payroll records that include, at minimum, the full name of each employee providing services under the contract, job classification and rate of pay. Bids that fail to include Certification Forms may be considered non-responsive and excluded from further consideration.

Please prepare the following certification if you are a contractor engaging in a contract for services with the City of Santa Monica in excess of $54,200.

Your signature on this certification grants the City permission to review any and all payroll books and records and any company documents pertaining to the benefits offered to employees to assure your compliance with the LWO during the term of the contract.

Please direct any questions to:

City of Santa Monica Finance Department
Attention: Living Wage Compliance Section
1685 Main Street, Mail Stop 09
Santa Monica, CA 90401
You can also contact staff regarding living wage ordinance questions by e-mail at [email protected] or by phone 310-458-8281.

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Packet Pg. 238 Attachment: Tyler Technologies - Living Wage Form FY24-25 (6574 : Approval of First Modification to Tyler Technologies Agreement for the

CITY OF SANTA MONICA

LIVING WAGE ORDINANCE CERTIFICATION
July 1, 2024 through June 30, 2025

TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
MINIMUM WAGE - $20.32 per hour
Please read, complete, and sign the following:

THIS CONTRACT IS SUBJECT TO THE LIVING WAGE ORDINANCE

THIS CONTRACT IS NOT SUBJECT TO THE LIVING WAGE ORDINANCE If this contract is not subject to the Living Wage Ordinance requirements, please note the reason below and attach supporting documentation for exemption. For example, in order to be exempt pursuant to a collective bargaining agreement, a signed collective bargaining agreement must be attached. (a) contractor is a government agency and is exempt
(b) contractor is a City grantee and is exempt
(c) contractor is a non-profit corporation and is exempt (d) contractor is an employer whose employees are covered by a bona fide collective bargaining agreement where the waiver is explicitly set forth in an agreement in clear and unambiguous terms
(e) contractor is a corporation providing banking services The undersigned, on behalf of himself or herself individually and on behalf of his or her business or organization, hereby certifies that he or she is fully aware of Santa Monicas Living Wage Ordinance (LWO), and the applicability of the LWO, and the applicability of the subject contract, as determined herein. The undersigned further agrees to be bound by all terms of the LWO, as mandated in all sections of Santa Monica Municipal Code, Chapter 4.65. If, at any time during the term of the contract, the answers to the questions posed herein change so that Contractor would be subject to the LWO, Contractor will promptly notify the Director of Finance in writing. Contractor further understands and agrees that the failure to comply with the LWO, this certification, or the terms of the Contract as it applies to the LWO, shall constitute a default of the Contract, which shall be grounds for termination. City shall have the right to examine all books and records of the Contractor as they relate to compliance with the LWO.

Payroll records shall at a minimum include the full name of each employee performing labor or providing services under the contract, job classification, and rate of pay.

These statements are made under penalty of perjury under the laws of the State of California.

Printed Name: Title:

Signature: Date:

Contractor: Bid Number (if applicable):

Service Description:

Tina Mize Group General Counsel
August 21, 2024
Tyler Technologies, Inc.

Software and related services

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Packet Pg. 239 Attachment: Tyler Technologies - Living Wage Form FY24-25 (6574 : Approval of First Modification to Tyler Technologies Agreement for the

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Packet Pg. 240 Attachment: Tyler Technologies - Living Wage Form FY24-25 (6574 : Approval of First Modification to Tyler Technologies Agreement for the

CITY OF SANTA MONICA

OAKS INITIATIVE NOTICE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS

AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS,

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

This information is required by City Charter Article XXII—Taxpayer Protection.

It prohibits a public official from receiving, and a person or entity from conferring, specified personal benefits or campaign advantages from a person or entity after the official votes, or otherwise takes official action, to award a “public benefit” to that person or entity. The prohibition applies within and outside of the geographical boundaries of Santa Monica.

All persons or entities applying or receiving public benefits from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of persons with more than a 10% equity, participation or revenue interest. An exception exists for persons serving in those capacities as volunteers, without compensation, for organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the Internal Revenue Code. However, this exception does not apply if the organization is a political committee or controls political committees.

Examples of a “public benefit” include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000 over a 12- month period.

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

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Packet Pg. 241 Attachment: Tyler Technologies - Oaks Initiative Form (2024) (6574 : Approval of First Modification to Tyler Technologies Agreement for the

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 inany 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:

Permit #
FOR CITY USE ONLY:

Bid/PO/Contract #

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Packet Pg. 242 Attachment: Tyler Technologies - Oaks Initiative Form (2024) (6574 : Approval of First Modification to Tyler Technologies Agreement for the City of Santa Monica Levine Act Disclosure Form

CITY OF SANTA MONICA

CALIFORNIA LEVINE ACT DISCLOSURE
In 2022, California’s SB1439 extended requirements under Government Code Section 84308, also known as the "Levine Act", to prohibit City “Officers” from participating in any action related to a contract, license, permit, or entitlement if such Officer received campaign contributions totaling more than $250 within the previous twelve months, and for twelve months following the date of a final decision, from a party or participant to the proceeding, or their agent.

Section 84308(a)(4) of the Levine Act defines an "Officer" as follows: “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. The term “Officer” is further defined 2 Cal. Code Regs. Section 18438.1, which states:

An officer of an agency includes only those persons who make, participate in making, or in any way attempt to use their official position to influence a decision in the license, permit, or entitlement for use proceeding, or who exercise authority or budgetary control over the agency or officers who may do so, and:
(1) Serve in an elected position, including an official appointed to an elected position due to an interim vacancy or an election otherwise canceled because the official was the sole candidate for the position;
(2) Serve as a member of a board or commission;
(3) Serve as the chief executive of a state agency, or county, city or district of any kind; or
(4) Have decision making authority with respect to the proceeding involving a license, permit, or other entitlement for use and is also a candidate for elected office or has been a candidate for elective office in the 12 months prior to the proceeding.

A list of Santa Monica Elected Officials and members of boards and commissions can be found at the following links. The party making this certification is responsible for determining whether a recipient of a political contribution is a City Officer prior to completing this form.
https://www.smgov.net/departments/council/
https://www.santamonica.gov/departments/rent-control
Have you, your company, or any agent on behalf of you or your company, made any political contributions of more than $250 to any City Officer in the twelve months preceding the date of the submission of your application or proposal? ____YES ____ NO
Name of Councilmember or City Officer: _________________________________

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Packet Pg. 243 Attachment: Tyler Technologies - Levine Act Disclosure Form (2024) (6574 : Approval of First Modification to Tyler Technologies Agreement for City of Santa Monica Levine Act Disclosure Form
Name of Contributor: _________________________________________________ Date(s) of Contribution(s): ____________________________________________ Amount(s) ________________________________________________________ Please specify below and/or add additional sheet(s) to identify additional Councilmembers or City Officers to whom you and/or your agents made campaign contributions.

Answering YES does not preclude the City of Santa Monica from awarding a contract, license, permit, or entitlement or taking any subsequent action related to the item. It does, however, preclude the identified City Officer from participating in any actions related to such item.

By signing below, you certify you also agree to disclose to the City any future contributions made to Councilmembers or other City Officers by you or your agent(s) after the date of signing this disclosure form, and within 12 months following the approval, renewal, or extension of the requested contract, license, permit, or entitlement.

I HEREBY CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signed: ____________________________ Date: ____________________ Print Name: _________________________ Title: _____________________ Company: __________________________
Additional Disclosures:

Please note this form is a public record and subject to a California Public Records Act request.

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Packet Pg. 244 Attachment: Tyler Technologies - Levine Act Disclosure Form (2024) (6574 : Approval of First Modification to Tyler Technologies Agreement for SANTA MONICA CITY ATTORNEY’S OFFICE
TO: Public
FROM: City Attorney’s Office
RE: Levine Act Disclosure Form
DATE: January 25, 2024
The Levine Act (Government Code 84308) is a California law aimed at preventing “pay to play” practices by prohibiting parties, participants, and their agents in a proceeding involving a license, permit, or other entitlement from contributing more than $250 to an officer of the City during a 12-month period. The prohibition applies to any 12-month period while the proceeding is pending and for 12 months following the date a final decision is rendered in the proceeding.

State law requires a party to a proceeding to disclose any contributions exceeding an aggregate $250 that the party and their agents have made to an officer of the City within the preceding 12 months. The Disclosure Form is intended to assist City officials with recognizing when they have an obligation to disclose and recuse themselves, and to aid parties with their disclosure obligations.

1. To what sort of proceedings is the disclosure form applicable? The Levine Act applies to all discretionary entitlements and contracts, with the exception of labor contracts, personal employment contracts, and contracts that must be awarded to the lowest responsive/responsible bidder. It does not apply to ministerial approvals.

For instance, the Levine Act applies to the following:

Building and development permits
Conditional use permits
Contracts generally (unless an exception applies):
o Contracts for goods, services, professional services
o Real property contracts for purchase, sale, lease
o Contract amendments
o Settlement agreements
o Small contracts, including purchase orders, and zero dollar contracts (no de minimis exception)
Public street abandonments
Private development plans
Professional license revocations
Rezoning of specific real estate parcels
Event permits
Rulemaking procedures affecting a particular industry where only a small number of businesses are affected

5.D.e
Packet Pg. 245 Attachment: Tyler Technologies - Levine Act Disclosure Form (2024) (6574 : Approval of First Modification to Tyler Technologies Agreement for

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Santa Monica City CouncilOctober 8, 2024

Santa Monica City Council
October 8, 2024