Agenda packet — Santa Monica City Council, November 11, 2024 (part 1 of 5)

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: 11/12/2024 11:05 AM Page 2

RULES OF ORDER FOR THE CONDUCT OF CITY COUNCIL MEETINGS (Resolution No.11630(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: 11/12/2024 11:05 AM Page 3

AGENDAS

CITY OF SANTA MONICA

REGULAR MEETING

CITY HALL COUNCIL CHAMBERS
1685 MAIN STREET, ROOM 250,
MONDAY, NOVEMBER 11, 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.)

1.A. 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: 11/12/2024 11:05 AM Page 4

3.A. Certificates of Recognition: Elizabeth Noble, Mark Gorman, and Cris Gutierrez

3.B. Commendation: Nat Trives

3.C. Proclamation: Native American Heritage Month

3.D. Commendation: Chez Jay - New Item Received 11/08/2024

3.E. City Manager Report - This item changed from 3.D. to 3.E. 11/08/24

4. CLOSED SESSIONS

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

Paula Rosado v. City of Santa Monica, et al., LASC Case No. 22STCV19789 - New Item Received 11/08/2024
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. Approval of First Modification to the Master Services Agreement Between the City and Downtown Santa Monica, Inc. (DTSM) to Authorize DTSM’s Continued Use of Private Security Services for the Downtown District 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 the Master Services Agreement (CCS 9063) between the City and Downtown Santa Monica, Inc. (“DTSM”) to authorize DTSM to continue to deploy private security services in the City’s Downtown commercial district at no cost to the City of Santa Monica.

5.B. Adoption of a Resolution Establishing the 2025 Council Meeting Dates Recommended Action
Staff recommends that the City Council:

1. Adopt the attached resolution establishing the 2025 Council regular meeting calendar; and

2. Adopt a finding that the resolution is not a project subject to the California Environmental Quality Act (CEQA).

City of Santa Monica Generated: 11/12/2024 11:05 AM Page 5

5.C. Approval of Fourth Modification of Agreement with Trapeze Software Group for Scheduling Support Services and Run-cutting Activities for the Department of Transportation
Recommended Action
Staff recommends that the City Council:

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

2. Authorize the City Manager to negotiate and execute a fourth modification to agreement #3571 (CCS) in the amount not to exceed $149,000 with Trapeze Software Group for scheduling support services for one additional year for the Department of Transportation. This will result in a six-year amended agreement with a new total amount not to exceed $520,600 with future year funding contingent on budget approval.

5.D. Authorization to Accept Grant from the Office of Traffic Safety for the Selective Traffic Enforcement Program
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Section 15321 of the California Environmental Quality Act (CEQA) Guidelines.

2. Authorize the City Manager to accept a grant awarded in the amount of $300,000 from the California Office of Traffic Safety for the Police Department’s Selective Traffic Enforcement Program and to accept all grant renewals.

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

4. Authorize the budget amendment as outlined in the Financial Impacts & Budget Actions section of this report (requires 5 votes).

5.E. Approval of First Modification of Agreement # 11035 with Vital Medical to Provide In-house Medical Services to Arrestees
Recommended Action
Staff recommends that the City Council:

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

2. Authorize the City Manager to negotiate and execute a first modification to agreement #11035 in the amount of $861,000 with Vital Medical Services, LLC, to provide in-house medical services to arrestees for the Police Department. This will result in a 6-year amended agreement with a new total amount not to exceed $2,913,000 with future year funding contingent on Council budget approval.

5.F. Award Agreement to Mariposa Landscape, Inc. for Citywide Landscaping Services
City of Santa Monica Generated: 11/12/2024 11:05 AM Page 6 Recommended Action
Staff recommends that the City Council:

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

2. Award Bid #4489 to Mariposa Landscapes, Inc. for citywide landscape maintenance services for the Public Works Department; and

3. Authorize the City Manager to negotiate and execute an agreement with Mariposa Landscapes, Inc. for $16,849,684, plus a contingency of $1,684,968, for a three-year term, with two one-year renewal options, for a total amount not to exceed $18,534,652 over the five-year period, with future year funding contingent on Council budget approval.

5.G. Award Agreement to Vector Media, Inc. to Sell and Display Advertising on Big Blue Bus and Culver City Buses
Recommended Action
Staff recommends that the City Council:

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

2. Award RFP# 417 to Vector Media, Inc. for sales, administration and the installation and maintenance of advertising on Big Blue Bus and City of Culver City buses;

3. Authorize the City Manager to negotiate and execute a revenue share agreement with Vector Media, Inc. for two years with three, one-year renewal options.

5.H. Award Bid Modification for the Virginia Avenue Park Commercial Kitchen and Thelma Terry Center Improvements Project
City of Santa Monica Generated: 11/12/2024 11:05 AM Page 7 Recommended Action
Staff recommends that the City Council:

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

2. Approve Bid #SP2644 award modification for the Virginia Avenue Park Commercial Kitchen and Thelma Terry Center Improvements Project for the Public Works Department;

3. Authorize the City Manager to negotiate and execute a contract with SMA Builders Inc. in an amount not to exceed $1,974,000 (including a 20% contingency);

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

5. Approve the Amended 2024-25 CDBG and HOME Annual Action Plan (Attachment G);

6. Authorize the City Manager to submit all documents required to submit the Amended 2024-25 CDBG and HOME Annual Plan to the U.S. Department of Housing and Urban Development (HUD); and

7. Authorize budget amendment as outlined in the Financial Impacts & Budget Actions section of this report (requires 5 votes).

5.I. Award Proposal and Enter into Agreement with Boston Digital Consulting, LLC. (DBA Digital Impulse) to Design and Develop a Recruitment Website for the Santa Monica Police Department
Recommended Action
Staff recommends that the City Council:

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

2. Award RFP# 419 to Digital Impulse for recruitment website services for the Police Department.

3. Authorize the City Manager to negotiate and execute an agreement with Digital Impulse, in an amount not to exceed $131,000 for one year, with two additional one-year renewal options in the amount of $126,000, for a total amount not to exceed $257,000 over a three-year period, with future year funding contingent on Council budget approval.

5.J. Adoption of Resolution Authorizing the City Manager to Execute the Memorandum of Understanding Setting the Terms and Conditions of Medical Insurance Coverage with the Coalition of Santa Monica City Employees Recommended Action
Staff recommends that the City Council:

1. Adopt a finding that the MOU is not a project subject to the California Environmental Quality Act (CEQA);

2. Adopt the proposed Resolution (Attachment A) accepting the tentative agreement and authorizing the City Manager to negotiate and execute the Memorandum of Understanding (MOU) between the City and the Coalition of City of Santa Monica Generated: 11/12/2024 11:05 AM Page 8 Santa Monica City Employees ("the Coalition") adopting the terms and conditions of the contract for Medical Benefits with the City's miscellaneous employee (non-safety) units and certain unrepresented employees, namely the Management Team Association/AFSCME Local 4819, Supervisory Team Association, Administrative Team Associates, Municipal Employees Association, California Teamsters Local 911, Public Attorneys Union, Public Attorneys' Legal Support Staff Union, International Association of Sheet, Metal, Air, Rail, and Transportation Workers - Transportation Division Local 1785, Executive Pay Plan participants, Confidential Unrepresented Employee Pay Plan participants, and certain other Unrepresented Employees.

5.K. Approval of Agreement with Logicalis, Inc. for Cisco Software Licenses, Equipment, and Related Support and Maintenance.

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) and a finding of Categorical Exemption pursuant to Section 15302 of the California Environmental Quality Act (CEQA) Guidelines;

2. Authorize the City Manager to negotiate and execute and agreement with Logicalis, Inc., for Cisco software licenses, equipment, and related support and maintenance for the Information Services Department. This recommended award is made as an exception to the competitive bidding process pursuant to Municipal Code Section 2.24.250 (c) and is for a total amount not to exceed $5,695,000 over a five-year term, with future year funding contingent on Council budget approval.

5.L. Award Purchase Order to Ricoh USA, Inc. for Printer Maintenance, Support, and Services for Ricoh devices
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding that the action is not a project subject to the California Environmental Quality Act (CEQA);

2. Authorize the Procurement Manager to issue a purchase order with Ricoh USA, Inc. for printer maintenance, service, and support for the Information Services Department. This recommended award is made as an exception to the competitive bidding process pursuant to Santa Monica Municipal Code Section 2.24.250(c) and is for a total amount not to exceed $300,000 over a three-year period with future year funding contingent on Council budget approval.

5.M. Second Reading and Adoption of an Interim Zoning Ordinance Amending Interim Zoning Regulations Established by Interim Zoning Ordinance Number 2754 (CCS) and Amended and Extended by Interim Zoning Ordinance Number 2761 (CCS) to Promote Economic Recovery by Increasing Flexibility in the City’s Downtown Area, Establishing a Pilot Program to Allow Exclusively Commercial Outdoor Uses in the Office Campus District, and Providing Other Minor and Clerical Amendments
City of Santa Monica Generated: 11/12/2024 11:05 AM Page 9 Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

5.N. Adoption of Resolution Establishing Enforcement of Fence, Wall and Hedge Heights as the Lowest Code Enforcement Priority
Recommended Action
Staff recommends that the City Council:

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

2. Adopt the attached Resolution establishing enforcement of height regulations for fences, walls and hedges as set forth in the Zoning Ordinance and any applicable Specific Plan as the lowest Code Enforcement priority, and declaring habitability and keeping people housed as the highest priority.

5.O. Adoption of Resolution of Intention to Amend the Municipal Code to Increase the Maximum Allowed Height of Fences, Walls, and Hedges in the Front Setbacks of R2, R3, and R4 Zoning Districts and to Address the Rules for Measuring the Heights of Fences, Walls, and Hedges, Including Those Located on Top of Retaining Walls
Recommended Action
Staff recommends that the City Council:

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

2. Adopt a Resolution directing the Planning Commission to initiate an amendment to the City’s Zoning Ordinance to increase the maximum allowed height of fences, walls, and hedges in the front setbacks of R2, R3, and R4 zoning districts and to address the rules for measuring the heights of fences, walls, and hedges located on top of retaining walls.

5.P. City Council - Regular and Special Meeting - Apr 9, 2024 5:30 PM - New Item Received 11/08/2024

6. PUBLIC INPUT ON REMAINING AGENDA ITEMS

7. STUDY SESSION
No items

8. CONTINUED ITEMS
No items

9. ADMINISTRATIVE PROCEEDINGS
No items
City of Santa Monica Generated: 11/12/2024 11:05 AM Page 10

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.)

10.A. Introduction and First Reading of an Ordinance Amending Municipal Code Section 4.65.030 and Approval of 2nd Modification to Agreement #10605 for Emergency Medical Transport and Billing Services
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding that the agreement and ordinance is not a “project” subject to the California Environmental Quality Act (CEQA);

2. Authorize the City Manager to negotiate and execute a second modification to agreement #10605 with Westmed Ambulance Service, Inc, dba McCormick Ambulance Service, for emergency ambulance services and medical billing services for the Fire Department;

3. Authorize the City Manager to negotiate and execute a cost recovery agreement with McCormick Ambulance for 12 months, on the same terms and conditions, for a total agreement period of eight years; and

4. Introduce for first reading an ordinance to amend Municipal Code Section

4.65.030 to extend the Living Wage Ordinance exemption for the term of the contract with McCormick Ambulance for emergency ambulance services and medical billing services.

11. STAFF ADMINISTRATIVE ITEMS
No items

12. PUBLIC HEARINGS

12.A. Appeal of Landmark Commission Decision to Designate the Compass Rose Located North of and Adjacent to Runway 3 at Santa Monica Airport as a City Landmark
Recommended Action
Staff recommends that the City Council:

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

2. Deny Appeal 19ENT-0353 appeal of the Landmark Commission’s decision to designate the Compass Rose located north of and adjacent to Runway 3 at Santa Monica Airport as a City Landmark; and;

3. Approve Designation Application 19ENT-0353 to designate the Compass Rose as a City Landmark based on the findings provided in this staff report; and

4. Adopt the Statement of Official Action.

13. REPORTS OF BOARDS AND COMMISSIONS
City of Santa Monica Generated: 11/12/2024 11:05 AM Page 11 No items

14. RESOLUTIONS
No items

15. WRITTEN COMMUNICATIONS OTHER THAN REPORTS OF COMMISSION AND

OFFICERS
No items

16. COUNCILMEMBER DISCUSSION ITEMS
. (Except appointments to boards, commissions, and other bodies, all Councilmember discussion “ 16 items” on the Agenda shall be considered as one item, and may be approved by a single vote. Councilmembers may request to have individual matters removed for separate consideration.)

16.A. Recommendation to accept Maxine Koza's resignation from the Human Services Commission and authorize the City Clerk to publish the vacancy.

16.B. Request of Councilmember Zwick that the City Council have the City Attorney and City Manager begin the process of amending the Zoning Ordinance to allow extended operating hours consistent with State law for existing cannabis retailers. - New Item Received 11/08/2024

16.C. Request of Mayor Brock that the City Council request that the City Manager return with a resolution for the City to commit and pledge to the 30X30 Initiative – Advancing Women in Policing to increase the representation of women in the Santa Monica Police Department. Prior to returning, staff shall explore implementation of the pledge, including, but not limited to (1) Establishment of annual recruitment and promotion targets; (2) Implementation of enhanced mentorship and training programs; (3) A requirement for bi-yearly progress reports to Council including recruitment, retention, and promotion metrics; and (4) Ensuring policies and facilities continue supporting women officers' success. The City Manager shall also develop specific implementation strategies and metrics for Council review by June 2025. - New Item Received 11/08/2024

16.D. Request by Vice Mayor Negrete, Mayor Brock, and Councilmember Davis that the City Council consider allocating $10,000 from Council Discretionary Funds to support the Santa Monica High School Band Program. This allocation will assist in covering scholarships, transportation, and instrument rental for 62 students participating in the Wind Ensemble's performance tour in the United Kingdom (Edinburgh, Manchester, and London) in spring 2025. - New Item Received 11/08/2024
City of Santa Monica Generated: 11/12/2024 11:05 AM Page 12

16.E. Request by Mayor Brock that the City Council preemptively approve Mayor Brock’s use of budgeted travel funds for each to attend the National League of Cities (NLC) City Summit in Tampa Bay, Florida, scheduled for November 13- 16, 2024. Resolution Number 11314 (attached) sets forth Council guidelines for travel fund usage. Section I, “Council Travel and Expense,” Sub-section A, authorizes Councilmembers to attend events hosted by organizations in which the City holds membership, including the NLC. It further specifies that any post-election travel by outgoing Councilmembers must be approved by a simple majority at a duly noticed Council meeting. Given that the City has not received certified election results prior to the November 11th Council meeting, it is unclear whether Mayor Brock’s status qualifies him as “outgoing” for the dates of the NLC City Summit. Preemptive approval of Mayor Brock’s travel ensures adherence to Council travel policy without uncertainty. - New Item Received 11/08/2024

16.F. Request of Councilmember de la Torre that the City Attorney and City Manager return to Council with an amendment to the Council rules to address Councilmember decorum on the dais so that Councilmembers agree to treat one another respectfully and professionally. - New Item Received 11/08/2024

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 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: November 11, 2024
Agenda Item: 1.A
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

1.A
Packet Pg. 13
Item 12-A
November 11, 2024
Item 12-A
November 11, 2024

1.A.a
Packet Pg. 14
Attachment: Written Comments [Revision 1] (6743 : Written Comments) Item 12-A
November 11, 2024
Item 12-A
November 11, 2024

1.A.a
Packet Pg. 15
Attachment: Written Comments [Revision 1] (6743 : Written Comments) Item 12-A
November 11, 2024
Item 12-A
November 11, 2024

1.A.a
Packet Pg. 16
Attachment: Written Comments [Revision 1] (6743 : Written Comments) Item 12-A
November 11, 2024
Item 12-A
November 11, 2024

1.A.a
Packet Pg. 17
Attachment: Written Comments [Revision 1] (6743 : Written Comments) Item 12-A
November 11, 2024
Item 12-A
November 11, 2024

1.A.a
Packet Pg. 18
Attachment: Written Comments [Revision 1] (6743 : Written Comments) City Council
Report
City Council Meeting: November 11, 2024
Agenda Item: 3.A
1 of 1
To: Mayor and City Council
From: Nikima Newsome, City Clerk, Special Agenda Items
Subject: Certificates of Recognition: Elizabeth Noble, Mark Gorman, and Cris Gutierrez
Prepared By: Gilbert Portillo, Administrative Staff Assistant Approved Forwarded to Council

3.A
Packet Pg. 19
City Council
Report
City Council Meeting: November 11, 2024
Agenda Item: 3.B
1 of 1
To: Mayor and City Council
From: Nikima Newsome, City Clerk, Special Agenda Items
Subject: Commendation: Nat Trives
Prepared By: Gilbert Portillo, Administrative Staff Assistant Approved Forwarded to Council

3.B
Packet Pg. 20
City Council
Report
City Council Meeting: November 11, 2024
Agenda Item: 3.C
1 of 1
To: Mayor and City Council
From: Nikima Newsome, City Clerk, Special Agenda Items
Subject: Proclamation: Native American Heritage Month
Prepared By: Gilbert Portillo, Administrative Staff Assistant Approved Forwarded to Council

3.C
Packet Pg. 21
City Council
Report
City Council Meeting: November 11, 2024
Agenda Item: 3.D
1 of 1
To: Mayor and City Council
From: Nikima Newsome, City Clerk, Special Agenda Items
Subject: Commendation: Chez Jay
Prepared By: Gilbert Portillo, Administrative Staff Assistant Approved Forwarded to Council

3.D
Packet Pg. 22
City Council
Report
City Council Meeting: November 11, 2024
Agenda Item: 3.E
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

3.E
Packet Pg. 23
City Council
Report
City Council Meeting: November 11, 2024
Agenda Item: 5.A
1 of 4
To: Mayor and City Council
From: David Martin, Director, Administration
Subject: Approval of First Modification to the Master Services Agreement Between the City and Downtown Santa Monica, Inc. (DTSM) to Authorize DTSM’s Continued Use of Private Security Services for the Downtown District 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
On July 25, 2023, Council authorized the City Manager to execute the Master Services Agreement (“MSA”) between the City and Downtown Santa Monica, Inc. (“DTSM”), a non-profit corporation organized under state law to administer the downtown Santa Monica Property-Based Assessment District (“District”). Using assessment revenue, the District provides enhanced activities, such as maintenance, events and marketing.

The District is comprised of commercial properties and businesses located in three zones, including the Third Street Promenade. The MSA authorized DTSM to retain private security services for the District for a one-year pilot period that expires on December 1, 2024. The proposed First Modification to the MSA will authorize DTSM to continue to retain private security services, in addition to the other services authorized under the District Management Plan, beyond December 1, 2024, as an integral part of

5.A
Packet Pg. 24
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DTSM’s efforts to promote economic stability, growth, and community life within the District. To provide these private security services, DTSM entered into an initial oneyear contract with Legion Security and now desires to enter into a new contract with Legion to extend this important program beyond the pilot year.

Staff recommends that Council authorize the City Manager to negotiate and execute a First Modification to the MSA to authorize DTSM to directly contract with and fund a private security services provider that will provide both ambassador and security service activities to enhance community safety within the District. The private security services would not replace or reduce the City’s responsibility of providing public safety and crime prevention services for the District through the Santa Monica Police Department.

Discussion
DTSM provides hospitality and maintenance services, programs a year-round calendar of community events and prioritizes clean and safe initiatives to help support the District’s role as a vibrant and safe shopping, dining, and entertainment destination. In December 2023, as authorized by the MSA, DTSM entered into a one-year pilot program with Legion Security to deploy private security personnel within the District.

The pilot program expires on December 1, 2024. The DTSM Board has notified the City of DTSM’s desire to continue to retain private security services for the District and has provided the City with a DTSM Private Security Report of the pilot program.

The District Management Plan and Engineer's Report, which expire in 2029, govern the activities that DTSM can fund using assessment revenue for the District. Because DTSM does not intend to modify the activities that DTSM can fund using assessment revenue, an amendment of the District Management Plan is not required pursuant to California Street & Highways Code section 36636. The District Management Plan authorizes DTSM to use assessment revenue to fund ambassador activities, maintenance services, marketing, homeless outreach and assistance, special projects, and administrative costs (collectively “District Services”).

The ambassador activities include a variety of tasks such as providing information to visitors on downtown activities and establishments, offering escort services to employees, serving as attendants within public restrooms, providing a “neighborhood watch” to improve public safety, and working with social services agencies and the City

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to reduce homelessness. DTSM’s contract with Legion Security specifies that Legion Security’s personnel will provide both ambassador and security services. While Legion Security’s personnel do not carry weapons they act as “eyes and ears” for the Santa Monica Police Department and communicate with the Police Department to help prevent crime. To the extent that Legion Security is unable to provide some of the activities that the District Management Plan requires DTSM to fund with assessment revenue, DTSM will enter into other agreements (or amend its existing agreements) to cover those services, such as homeless outreach and assistance.

Staff recommends that Council authorize the City Manager to negotiate and execute a First Modification to the MSA to permit DTSM to continue to deploy private security services, in addition to the other District Services that DTSM is authorized to provide under the District Management Plan. Staff’s recommendation is based on the success of the initial pilot program, and the on-going need within the District to enhance community safety.

Environmental Review
The modification to the agreement is exempt from CEQA pursuant to Section 15061(b)(3) of the CEQA Guidelines, “where it can be seen with certainty that there is no possibility that this project may have a significant effect on the environment”. The modification will permit DTSM to continue to deploy security services personnel within the District to provide security and ambassador services. Therefore, it can be seen with certainty that the modification to the MSA would not result in a physical environmental effect on the environment, and as such is exempt from CEQA.

Past Council Actions
Meeting Date Description
07/25/2023
(attachment A)
Approval of DTSM FY2023-24 Budget and Work Plan and
Authorization of Various Agreements Between City and
DTSM
Financial Impacts and Budget Actions
There is no immediate financial impact or budget action necessary as a result of the recommended actions and no additional cost to the City. DTSM will fund the private security services, in addition to the other District Services, through their annual budget.

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Staff will return to Council if specific budget actions are required in the future.

Prepared By: Jennifer Taylor, Economic Development Manager Approved Forwarded to Council
Attachments:

A. Approval of DTSM FY2023-24 Budget and Work Plan and Authorization of Various Agreements Between City and DTSM (Web Link)
B. DTSM Master Services Agreement
C. DTSM Private Security Pilot Program Report

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MASTER SERVICES AGREEMENT
by and between

CITY OF SANTA MONICA
a municipal corporation
and
DOWNTOWN SANTA MONICA, INC.
a non-profit public benefit corporation
July 2023
DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) - 1 -

TABLE OF CONTENTS UPDATE
SECTION 1. DEFINITIONS...................................................................................................... 7 SECTION 2. TERM. ................................................................................................................... 9 SECTION 3. ROLES AND RESPONSIBILITIES................................................................... 9

3.1. DTSM ROLES AND RESPONSIBILITIES.......................................................................... 9

3.2. ADMINISTRATION OF CENTRAL BUSINESS DISTRICT BUSINESS IMPROVEMENT AREA.11

3.3 THE CITY’S ROLES AND RESPONSIBILITIES. ............................................................... 11 SECTION 4. ADMINISTRATION OF FUNDS .................................................................... 14 SECTION 5. COMMUNITY PLANS AND CONSTRUCTION PROJECTS..................... 14

5.1. COMMUNITY PLANS. ................................................................................................. 14

5.2. CAPITAL IMPROVEMENT PROJECTS. ........................................................................... 15 SECTION 6. MAINTENANCE AND MANAGEMENT OF PUBLIC AREAS.................. 15

6.1. GENERAL MAINTENANCE MATTERS........................................................................... 15

6.2. PUBLIC SAFETY SERVICES.......................................................................................... 15

6.3. MANAGEMENT. .......................................................................................................... 16 SECTION 7. MANAGEMENT OF LEASEHOLD AND LICENSED SPACE................... 17

7.1. MANAGEMENT OF LEASEHOLD SPACE AND LICENSED SPACE. ................................... 17

7.2. GENERAL DUTIES AND RESPONSIBILITIES REGARDING LEASES AND LICENSES.......... 17

7.3. LEASE AND LICENSE EXECUTION. .............................................................................. 17

7.4. MANAGEMENT OF LEASES AND LICENSES.................................................................. 17

7.5. ENFORCEMENT. .......................................................................................................... 17

7.6. RULES AND REGULATIONS. ........................................................................................ 17

7.7. DTSM NOT BROKER/AGENT. .................................................................................... 18

7.8. OTHER STRUCTURES CONSTRUCTED IN PUBLIC AREAS.............................................. 18

7.9. VENDING CART OPERATIONS. .................................................................................... 18

7.10. OUTDOOR DINING LICENSE AGREEMENTS. ................................................................ 18

7.11. GRANT OF LICENSE. ......................................................................................................... 18

7.12. LICENSE AREAS ACCEPTED “AS IS”. ................................................................................ 19

7.13. IMPROVEMENTS.......................................................................................................... 19

7.14. NATURE OF LICENSE RELATIONSHIP. ......................................................................... 19

17.15. INGRESS AND EGRESS..................................................................................................... 20

17.16. NONTRANSFERABLE LICENSES........................................................................................ 20 SECTION 8. ADVERTISING, PROMOTION, ENTERTAINMENT, AND SPECIAL EVENTS. ..................................................................................................................................... 20

8.1. DTSM PROGRAMS. .................................................................................................... 20

8.2. FILMING AND SPECIAL EVENTS. ................................................................................. 20

8.3. SIGNS AND BANNERS.................................................................................................. 20

8.4. STREET PERFORMERS. ................................................................................................ 21 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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SECTION 9. REPORTING REQUIREMENTS. ................................................................... 21

9.1. ESTABLISHMENT OF WORK PLAN............................................................................... 21

9.2. THIS SECTION LEFT INTENTIONALLY BLANK.............................................. 21

9.3. ANNUAL REPORT........................................................................................................ 21

9.4. ANNUAL FINANCIAL REPORT. .................................................................................... 21

9.5. MISCELLANEOUS REPORTS AND INFORMATION.......................................................... 22 SECTION 10. TERMINATION............................................................................................... 22

10.1. TERMINATION UPON DEFAULT................................................................................... 22

10.2. TERMINATION WITHOUT CAUSE. ............................................................................... 22

10.3. REVERSION OF FUNDS AND PROPERTY. ...................................................................... 22 SECTION 11. AVAILABILITY OF CITY INFORMATION. ............................................. 23 SECTION 12. PURCHASING AND OTHER MONETARY OBLIGATIONS FOR OPERATION OF THE DOWNTOWN.................................................................................... 23 SECTION 13. COMPENSATION. .......................................................................................... 23

13.1. ANNUAL BUDGET....................................................................................................... 23

13.2. FILMING AND SPECIAL EVENT FEES. .......................................................................... 24

13.3. NO NAMING RIGHTS................................................................................................... 24 SECTION 14. DTSM OPERATING STANDARDS. ............................................................ 24

14.1. BY-LAWS ................................................................................................................... 24

14.2. NONDISCRIMINATION. ................................................................................................ 24

14.3. ACCOUNTING PROCEDURES........................................................................................ 25

14.4. SUBCONTRACTORS. .................................................................................................... 26

14.5 COMPLIANCE WITH LAWS AND MANAGEMENT PLAN................................................. 26

14.6. REGISTRATION WITH THE DEPARTMENT OF INDUSTRIAL RELATIONS; COMPLIANCE MONITORING.............................................................................................................. 26 SECTION 15. INSURANCE AND INDEMNIFICATION.................................................... 27

15.1. INSURANCE REQUIREMENTS FOR DTSM AND THIRD PARTIES. .................................. 27

15.2 INDEMNITY BY DTSM................................................................................................ 27

15.3. THIRD PARTY INDEMNITY .......................................................................................... 28

15.4. ENFORCEMENT COSTS................................................................................................ 28 SECTION 16. MISCELLANEOUS. ........................................................................................ 28

16.1. INTEGRATED CONTRACT. ........................................................................................... 28

16.2. DELEGATION AND ASSIGNMENT................................................................................. 28

16.3. NOTICES. .................................................................................................................... 29

16.4. NO INTEREST IN PROPERTY. ....................................................................................... 29

16.5. OTHER SERVICES........................................................................................................ 29

16.6. APPROVALS................................................................................................................ 30

16.7. WAIVER...................................................................................................................... 30

16.8. GOVERNING LAW. ...................................................................................................... 30

16.9. COMPLIANCE WITH APPLICABLE LAW........................................................................ 30

16.10. SURVIVAL OF PROVISIONS AND OBLIGATIONS. .............................................................. 30 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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16.11. SEVERABILITY................................................................................................................ 30

16.12. VENUE AND JURISDICTION. ........................................................................................ 30

16.13. INDEPENDENT PARTIES............................................................................................... 31

16.14. EXECUTION IN COUNTERPARTS. ................................................................................. 31

16.15. COST OF LITIGATION. ..................................................................................................... 31

16.16. PERMITS AND LICENSES. ................................................................................................ 31

16.17. CITY’S PROPRIETARY CAPACITY................................................................................ 31

16.18. CAPTIONS AND HEADINGS.............................................................................................. 31

16.19. RECITALS AND EXHIBITS............................................................................................ 32 EXHIBIT A – Downtown Map
EXHIBIT B – FY 23/24 DTSM Annual Work Plan and Budget (includes DTSM Management Plan Services and City Baseline Service Matrices)
EXHIBIT C – Insurance
DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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MASTER SERVICES AGREEMENT
This Master Services Agreement (“Services Agreement”), entered into this _________________(“Execution Date”), by and between the CITY OF SANTA MONICA, a municipal corporation (“City”), and the DOWNTOWN SANTA MONICA, INC. a non-profit public benefit corporation (“DTSM”), is made with reference to the following:

R E C I T A L S:

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

B. DTSM is a non-profit, public benefit corporation duly organized and validly existing under the laws of the State of California.

C. On December 3, 2004, the City and the Bayside District Corporation (“BDC”) entered into a Services Agreement approved by the City Council as Contract No. 8406 (CCS) (the “Original Agreement”) for the purpose of setting forth the role and obligations of the BDC in the administration of certain functions and programs in the City’s downtown business area.

D. On March 25, 2008, the City Council of the City approved a management district plan prepared by BDC following a two-year process, which included public input. This management district plan was the basis for an engineer’s report (“Engineer’s Report”) setting forth the mechanism for assessing property owners to raise funds to provide additional and enhanced services in Downtown PBAD. On July 24, 2008, a majority vote in favor of the proposed assessment was confirmed. City Council Resolution No. 10336 (CCS) was adopted, approving the management district plan and Engineer’s Report ordering formation of a property and business assessment district in Downtown PBAD, and authorizing the levy and placement of the assessments on the property tax rolls each year.

E. On May 20, 2009, the City and BDC entered into an Amended and Restated Services Agreement Number 9063 (CCS) (“Services Agreement”) to further define BDC’s and the City’s roles and obligations in administering certain functions and programs in the Downtown PBAD. This Services Agreement No. 9063 replaced and superseded the Original Agreement.

F. On or about April 22, 2010, the City and BDC entered into a (CCS) (“Maintenance Agreement”) to amend certain roles and responsibilities of the City and BDC for the BDC to assume responsibility for delivering the City’s preexisting base level custodial maintenance services in Parking Structures 1 through 6, 9, and 10, with the sole exception of restroom paper supplies, in exchange for the City assuming responsibility for certain enhanced levels of maintenance services on Ocean Avenue, Colorado Avenue, Broadway, Santa Monica Boulevard, Arizona Avenue, Wilshire Boulevard, 5th Street, 6th Street, and 7th Street within the boundaries of the Downtown PBAD.

DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590 8/15/2023

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G. On September 14, 2010, and February 28, 2012, respectfully, the City Council approved a modification to the Maintenance Agreement to extend the term of the agreement and approve the FY 2010-2011 and FY 2011-2012 Work Plans. This Maintenance Agreement expired on or about September 10, 2012.

H. On or about January 27, 2011, BDC’s Board of Directors approved a name change for BDC to Downtown Santa Monica, Inc. (“DTSM”). DTSM subsequently revised its Articles of Incorporation and By-laws to reflect the name change.

I. On September 11, 2012, the City and DTSM entered into a Maintenance Services Agreement No. 9626 (“Second Maintenance Agreement”) for DTSM and the City to continue delivering exchange of maintenance services and ensure that district assessment funds would be used only to enhance maintenance services above baseline City-funded maintenance services.

The Second Maintenance Agreement would be renewed annually provided DTSM’s annual Work Plan was approved by City Council and the services provided by City and DTSM remained cost-neutral.

J. On or about August 28, 2012, the City and DTSM entered into a First Amendment to the Services Agreement (“First Amendment”) to reflect the name change.

K. On or about November 20, 2012, the City and DTSM entered into a Second Amendment to the Services Agreement (“Second Amendment”) to add a fifth disbursement date in each year of all assessment funds received and accounted for by the City.

L. On July 14, 2015, the City Council of the City adopted Resolutions No. 10895 (CCS) and No. 10896 (CCS) ordering the formation of two additional assessment areas, the Lincoln Boulevard Property Based Assessment District (“Lincoln PBAD”) and the Colorado Avenue Property Based Assessment District Overlay Zone (“Colorado Overlay Zone”), respectively; approving the management district plans and Engineer Reports for each assessment area, authorizing the levy and placement of assessments on the property tax rolls each year, and approving the City’s funding of general benefits associated with the new assessment areas.

M. On May 31, 2016, the City and DTSM entered into a Third Amendment to the Services Agreement (“Third Amendment”) to delegate certain responsibilities to DTSM regarding the administration of the Lincoln PBAD and Colorado Overlay Zone.

N. On March 6, 2018, the City Council of the City authorized the City Manager to negotiate and execute the renewal of the Services Agreement with DTSM for an additional ten (10) year term.

O. On March 21, 2018, DTSM’s property owners located within the Downtown PBAD affirmed, by majority vote, based upon the ballots returned, as weighted by DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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assessments to be paid, for the continuation of existing services and assessments for an additional ten (10) year term. Specifically, ballots were returned for 221 parcels, representing 67 percent of assessment dollars. Of the ballots returned, 91% of the property owners located within the Downtown PBAD voted in favor of preserving the Downtown PBAD.

P. On May 15, 2019, the City and DTSM entered into a Fourth Amendment to the Services Agreement (“Fourth Amendment”) to extend the term for an additional ten year period up through May 19, 2029. The Services Agreement, First Amendment, Second Amendment, Third Amendment, and Fourth Amendment may be collectively referred to as the “Services Agreement”.

Q. Between September 13, 2013, and October 11, 2022, the City and DTSM modified the Second Maintenance Agreement eleven times to: (1) extend the term of the agreement through December 2, 2023; (2) approve DTSM’s annual Budgets and Work Plans; (3) grant DTSM a license to use designated office and storage areas and shared restroom facilities in certain parking structures that are owned by the City to support DTSM’s performance of its obligations under the Second Maintenance Agreement; (4) provide additional compensation to DTSM for enhanced maintenance services benefitting City-owned property located at 612 Colorado Avenue; (5) modify and expand the location of the license areas that the City permitted DTSM to use; (6) authorize DTSM to temporarily use a surface parking area for staging of downtown holiday décor; and (7) provide that DTSM will comply with the all laws, ordinance, and rules, including the California Labor Code and Department of Industrial Relations rules and regulations.

R. On July 25, 2023, the City Council approved this Master Services Agreement to replace and supersede the Services Agreement and Second Maintenance Agreement for DTSM to continue to provide additional and enhanced services in Downtown Santa Monica per the terms of this Master Services Agreement and authorize DTSM to procure and provide private security services within the Downtown during a one-year pilot program. Accordingly, upon the Execution Date of this Master Services Agreement, the Services Agreement and Second Maintenance Agreement shall terminate and be of no further force or effect.

S. The purpose of this Master Services Agreement is to produce a strong and vibrant pedestrian-oriented downtown for the benefit of the City’s residents, customers, and visitors with the goal to contribute to the City’s economic vitality and create a community resource to enhance the quality of life for City residents and visitors. Toward that end, the City has invested public monies in streetscape and parking improvements, has established assessment districts to fund such improvements and the maintenance thereof, and has adopted various revitalization plans such as the Third Street Mall Specific Plan on August 12, 1986, as amended by the Bayside District Specific Plan on January 23, 1996 (“Bayside District Specific Plan”), and the Downtown Urban Design Plan adopted by City Council on July 22, 1997, the Downtown Community Plan adopted by Council in July 25, 2017 and amended in May 2023. In addition, in 2021 Council adopted the Third Street Promenade Stabilization and Economic Vitality Plan, which helped to inform subsequent zoning amendments for the Downtown and are reflected in the amended Downtown Community Plan.

DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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T. DTSM has expertise in planning, implementing, sustaining and managing the revitalization goals of the City and the City desires to continue to use the expertise and services of DTSM to develop, implement, and maintain various programs for the continued revitalization of Downtown Santa Monica. In furtherance of the goals recited above, the City desires to use the expertise and services of DTSM to develop, implement, and maintain various programs for the enhanced maintenance, marketing, and promotion to support the economic vitality, and provide for the public benefit of Downtown Santa Monica, as more specifically defined in Section 1.1(a), below.

U. The City further recognizes that in addition to the administration of such duties outlined above, the scope of DTSM’s duties may be expanded to cover other duties and activities such as developing, maintaining, and revitalizing the Downtown as may be funded by the City or other agencies through various business improvement areas, assessment districts, or other sources of revenue, and that DTSM may accept such funding or contracts, provided that the purpose of these funds or contracts falls within the general purpose of the continued revitalization and promotion of the Downtown.

V. City and DTSM recognize and acknowledge that Downtown Santa Monica is a valued asset of the City which should be developed, managed and maintained as a public resource. Accordingly, the City desires to assign certain responsibilities to DTSM as set forth herein, and DTSM desires to accept such responsibilities, based upon the terms and conditions set forth herein.

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

AGREEMENT
SECTION 1. DEFINITIONS.

1.1. The following words, terms and phrases shall have the following meaning in this Agreement:
a. “Downtown”, “Downtown Santa Monica”, “Santa Monica PBAD” or “Santa Monica Property Based Assessment District” means and refers collectively to the Downtown PBAD, Colorado Overlay Zone, and Lincoln PBAD, as shown on the “Property Based Assessment District Maps” attached hereto as Exhibit A to this Agreement. b. “Fiscal Year” means and refers to the operating year commencing on July 1 and ending on June 30.
c. “Leasehold Space” and “Licensed Space” means and refers to those portions of the City-owned public parking structures and Public Areas which are leased or licensed by City to third parties.

DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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d. “Mall Maintenance Fee” means and refers to the Third Street Promenade and Downtown District Operation and Maintenance Assessment Fee on business operators located within areas shown in Exhibit A, described as having the following boundaries: the mid-line of Wilshire Boulevard on the north, the mid-line of Broadway on the south, Fourth Court on the east and Second Court on the west, such boundaries having been established by adoption of Ordinance No. 1382 (CCS) on August 26, 1986, as amended by Resolution No. 7488 (CCS) on August 11, 1987, and Resolution No. 8026 (CCS) on May 22, 1990. e. “Management Plan” means and refers collectively to the plans prepared by DTSM and adopted by the City Council on March 26, 2008, for the Downtown PBAD, and on July 14, 2015, for the Lincoln PBAD and the Colorado Overlay Zone, setting for the details of funding sources for DTSM activities based on property assessments and details for programs to be funded with additional financial resources generated by the property based assessments. f. “Parking Structures Licensed Areas” means and refers to collectively the office and storage areas and shared restroom facilities that are located in the City owned parking structures depicted in the Work Plan attached hereto as Exhibit B to support DTSM’s performance of its obligations under its annual Work Plan that is approved by the City. g. “Pilot Program” means and refers to DTSM’s deployment of private security personnel for the Santa Monica PBAD as specified in the Work Plan attached hereto as Exhibit B. The Pilot Program automatically expires twelve (12) months after the deployment date that is identified in DTSM’s written notice to City notifying the City of the deployment date unless certain requirements are met to extend the Pilot Program pursuant to Section 6.2 of this Agreement.
h. “Public Areas” means and refers to those portions of the Downtown located within the physical boundaries thereof which are controlled and operated by the City and made available for the general use, convenience or benefit of the public including, but not limited to, public rights of way, access roads, driveways, alleyways, public restrooms, public parking sites, decking, stairways, and other similar areas.
i. “The Specific Plan” means and refers to that certain plan identified more specifically as the “Downtown Community Plan” adopted on July 25, 2017. j. “Downtown PBAD” means and refers to that certain Property Based Assessment District created by City Council Resolution No. 10336 (CCS), adopted on July 24, 2008, and as shown on the “Property Based Assessment District Maps” attached hereto as Exhibit A to this Agreement.
k. “Lincoln PBAD” means and refers to that certain Property Based Assessment District created by City Council Resolution No. 10895 (CCS), adopted on July 14, 2015, and as shown on the “Property Based Assessment District Maps” attached hereto as Exhibit A to this Agreement.

DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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l. “Colorado Overlay Zone” means and refers to that certain benefit zones within the Downtown PBAD, created by City Council Resolution No. 10896 (CCS), adopted July 14, 2015, and as shown on the “Property Based Assessment District Maps” attached hereto as Exhibit A to this Agreement.

SECTION 2. TERM.

The term of this Agreement shall commence on the Execution Date of this Agreement and continue up through May 19, 2029, unless earlier terminated pursuant to Section 10 of this Agreement or extended by the parties in writing pursuant to an amendment executed by the parties. Upon the Execution Date of this Master Services Agreement, this Agreement will replace and supersede the Services Agreement and Second Maintenance Agreement and these agreements shall terminate and be of no further force or effect.

SECTION 3. ROLES AND RESPONSIBILITIES.

3.1. DTSM Roles and Responsibilities.

DSTM shall be dedicated to promoting the continued economic revitalization of the Downtown through the sponsorship, support and production of programs, projects and services that benefit Santa Monica residents, Downtown merchants, property owners, customers and visitors. Without limiting the generality of the foregoing, and to the extent these duties are funded by the various business improvement areas, contracts, and other sources of funding received, DTSM shall be responsible for:
a. Organizing, advising, and/or conducting marketing and advertising campaigns and concierge programs for the benefit of the Downtown; b. Organizing, advising, and/or conducting promotions and special events that attract and benefit local residents, customers, and visitors to the Downtown; c. Assisting the City by (i) coordinating the delivery of City-funded maintenance equal in commitment to the level of service described in the matrix included in the Work Plan attached hereto as Exhibit B and provided by the City as of the Execution Date of this Agreement for the repair and service of the streetscape, public areas and other public improvements within the Downtown, and (ii) providing enhanced levels of services, over and above what the City provides as described in clause (i) above, decided after consultation with the City, to be funded through the assessment revenues generated from the Mall Maintenance Fee and the Santa Monica PBAD. The enhanced level of maintenance services that DTSM will provide include custodial maintenance services that were previously performed by the City in the City owned parking structures as set forth in the Work Plan attached hereto as Exhibit B. d. Providing advice and recommendations to the City regarding long-term planning and zoning issues, preferred retail mix, streetscape and capital improvement projects, public DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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parking projects, signage, specific discretionary planning and zoning cases, and developmental strategies in order to enhance the economic vitality of the Downtown; e. Assisting new and existing businesses by providing real estate and other economic information, identifying sites, and providing information about the development process;
f. Assisting the City in managing the Downtown vending cart license program; g. Advising the City on operational issues related to the Downtown upon City’s request, from time to time;
h. Coordinating with the City on filming, photo shoots and special events in the Downtown, and collecting Film and Special Event Fees, as approved by the City; i. Upon City’s written request, monitoring the street performer program in the Downtown;
j. Advising merchants, property owners, and others having a business interest in the Downtown on common matters of interest;
k. Serving as a liaison with City on behalf of merchants, property owners, and the general public on issues affecting the continued vitality of the Downtown; l. Providing information and cooperating with other local governments and professional organizations regarding activities or current operations of the Downtown; m. Upon request of merchants, property owners, or residents within the Downtown, making recommendations to the City about additional services needed in the Downtown and methods for funding, that are not provided for by the assessment districts and business improvement areas in place as of the date of this contract; n. Preparing annually a Work Plan, Annual Report, and Audited Financial Statement to be submitted and approved by City Council;
o. Administering or providing services and activities for the Downtown as set forth in the approved work plans pursuant to Section 9.1, below; p. Managing an ambassador program that deploys resources within Downtown Santa Monica to provide information to visitors about activities, sites and points of interest within the Downtown, and monitors public facilities within the Downtown, provided the ambassadors are clearly not identified as representatives of the City or any law enforcement agency of the City, and do not assume any law enforcement responsibilities; q. At its sole expense, maintaining the Parking Structures Licensed Areas, and the Improvements, identified in Section 7.13 of this Agreement, in a clean and orderly condition, DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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clean the Parking Structures Licensed Areas and the Improvements on a regular basis, and make repairs that may be required by the City. Upon expiration or earlier termination of this Agreement, DTSM must return the Parking Structures Licensed Areas, and all its improvements, to the City in as good as condition as they were on the date that the Parking Structures Licensed Areas were first granted on June 30, 2014, under the Second Maintenance Agreement, less reasonable wear and tear. If DTSM does not keep the Parking Structures Licensed Areas, and the Improvements, in good repair or fails to correct any condition within forty-eight (48) hours after being notified in writing by the City, then the City may enter the Parking Structures Licensed Areas and remedy the conditions and charge the cost thereof to DTSM; and r. Procuring and directly contracting with private security personnel that will be deployed for the one-year Pilot Program provided that the security personnel are clearly not identified as representatives of the City, or any law enforcement agency of the City, and do not assume any law enforcement responsibilities as specified in Section 6.2 of this Agreement.

The expected level of service to be provided within the Downtown will be defined annually in the Work Plan as further described in Section 9, below. DTSM shall have no obligation to provide services to any area outside of the Downtown area except as specifically approved by the City and DTSM in writing.

3.2. Administration of Central Business District Business Improvement Area. a. Ordinance No. 725 (CCS), amended by Ordinance No. 1228, established the Downtown Parking and Business Improvement Area, also known as the Central Business District Business Improvement Area, to provide for the levy of a special assessment on retail businesses for the general promotion of retail trade activities in the area. DTSM has undertaken responsibility for the general promotion of retail trade activities in the Central Business District Business Improvement Area.
b. Until elimination of the Central Business District Business Improvement Area as contemplated by the Management Plan, Section VI, DTSM shall continue to undertake responsibility for the general promotion of retail trade activities as specified by Section 3 of Ordinance No. 725 (CCS), and amended by Ordinance No. 1228. These promotional activities and their related costs shall be segregated in the Work Plan from other activities of DTSM. c. DTSM agrees that all funds received from the City for implementation of this Section 3.2 shall be subject to separate accounting and shall comply with the requirements of Sections 4 and 14 of this Agreement. All funds received pursuant to this Section 3.2 shall be exclusively expended for the general promotion of retail trade activities which benefit the entire Downtown, save and except the sum of up to 20% thereof, which may be retained by DTSM for administrative overhead. DTSM shall be liable to the City for any and all expenditure of funds contrary to this Agreement.

3.3 The City’s Roles and Responsibilities.

The City shall support DTSM in its stated role and responsibilities, and shall be responsible for:

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a. Delivery of City-funded maintenance equal in commitment to the level of service described in the matrix included in the Work Plan attached hereto as Exhibit B, and other municipal services to the extent that funds are available to the City; b. Funding of approved projects and programs for the Downtown, in such amounts as the City, in its sole discretion, determines necessary and appropriate; c. Design, construction, management and maintenance of capital projects, which shall be the subject of consultation with DTSM to the extent the same may affect the responsibilities of DTSM under this Agreement;
d. Processing and approving permits as specified by applicable law; e. In its role as property manager, negotiating and administering the leases and licenses for the City’s Leasehold and Licensed Space within the Downtown; f. Seeking advice from DTSM, on those items identified in Section 3.1, above, so that the City may avail itself of the knowledge and expertise of DTSM in its advisory role on behalf of the Downtown;
g. Provide written notification to DTSM when applications are sought for various private activities within the Downtown, including, but not limited to filming, special events, and for projects requiring Planning Commission review, Architectural Review Board applications, and certain construction-related projects which may have an impact on the Downtown, such as construction for exterior work, public works, and other street use projects or activities; h. Employee Parking. The City agrees to use its best efforts to provide parking passes, permits, or keycards to DTSM to be used by DTSM”s employees, board members, and the downtown ambassadors and private security services subcontracted by DTSM. DTSM shall ensure that its employees, board members, and downtown ambassadors and security service subcontractors park their vehicles only in such areas designated by the City and for the purpose of supporting DTSSM’s performance of its obligations under this Agreement. DTSM acknowledges and understands that the City is under no obligation whatsoever to provide parking to DTSM, and the City may at any time and at the City’s sole discretion, reduce the number of parking passes, permits, or keycards provided, change the designated parking areas, or otherwise restrict or revoke any parking privilege given by the City to DTSM under this Agreement. In addition, the City reserves the right to charge DTSM a fee, the amount of which may be determine by the City in its sole discretion, for DTSM’s use of parking passes, permits, or keycards;
i. License to use Parking Structures. The City agrees to permit DTSM to use the Parking Structures Licensed Areas. DTSM acknowledges and understands that the City is under no obligation whatsoever to permit DTSM to use the Parking Structures Licensed Areas, and the City may, at any time, and at the City’s sole discretion, modify or reduce the Parking Structures Licensed Areas, or otherwise restrict or revoke the Parking Structures Licensed Areas, or any DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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other privilege, given by the City to DTSM under this Agreement. In addition, the City reserves the right to charge DTSM a fee, the amount of which may be determine by the City in its sole discretion, for DTSM’s use of the Parking Structures Licensed Areas; j. City, by and through its Public Works Department, agrees to perform certain enhanced levels of maintenance within the boundaries of the Santa Monica PBAD that are more fully set forth in the attached Work Plan attached hereto as Exhibit B. City will make available to DTSM any currently existing documents, data, or information pertinent to these services and promptly examine and render findings on any and all documents submitted for staff review by DTSM;
k. Appoint member to DTSM’s Board of Directors;
l. Approve DTSM’s Annual Work Plan and Budget provided City is in agreement with proposed Annual Work Plan and Budget; and
With respect to City responsibilities provided pursuant to Subsections i and j above, the parties acknowledge that because the mutual exchange of maintenance services is revenue neutral, no compensation will be provided to DTSM by City, and no compensation will be provided by DTSM, for those maintenance services to be performed by each respective party as set forth hereunder. In the event that the cost to perform the services provided by DTSM hereunder exceeds the level of funding that the City provided for such base level custodial maintenance services for the Parking Structures Licensed Areas, the difference in cost shall be borne solely be DTSM. DTSM is not responsible for additional costs of any City services to be performed by City pursuant to Subsections i and j, unless mutually agreed to by the parties in writing.
m. Payment to DTSM of the following funds:
(i) all funds received pursuant to adoption of Resolution No. 10336 (CCS) on July 24, 2008, establishing the Downtown PBAD, and authorizing levy of property-based assessments, after deduction of an administrative fee to be retained by the City in an amount equal to $95.90 per parcel, increased annually by the CPI for the Los Angeles-Long Beach area, subject to the requirement that the CPI adjustment not exceed 5% nor be lower than 2% in any one year, to cover City’s costs in administering and collecting the assessments;
(ii) all funds received from the Mall Maintenance Fee, originally established by Ordinance No. 1382 (CCS) on August 26, 1986, less an administrative fee to be retained by the City in an amount equal to 1.27% of the Mall Maintenance Fee collected to cover City’s costs in administering and collecting the Mall Maintenance Fee;
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Ordinance No. 1228 (CCS), less an administrative fee to be retained by the City in an amount equal to 5%, which shall be retained by City to cover costs of collection and administration;
(iv) all funds received pursuant to adoption of Resolution Nos. 10895 (CCS) and 10896 (CCS) on July 14, 2015, establishing the Lincoln PBAD and the Colorado Overlay Zone, respectively, and authorizing levy of property-based assessments, after deduction of an administrative fee to be retained by the City in an amount equal to $95.90 per parcel, increased annually by the CPI for the Los Angeles-Long Beach area, subject to the requirement that the CPI adjustment not exceed 5% nor be lower than 2% in any one year, to cover City’s costs in administering and collecting the assessments;
(v) all funds related to the annual payment of general benefit for the properties within the boundaries of the Lincoln PBAD and Colorado Overlay Zone as set forth in the Engineer’s Reports; and
(vi) City will disburse to DTSM all funds received and accounted for as of December 31, February 28, May 31, August 31, and September 30 of each year, within 21 days after the aforementioned dates, for the Downtown PBAD assessment, Mall Maintenance Fee, Central Business District Business Improvement Area fee, Colorado Overlay Zone, Lincoln PBAD assessment, and general benefits, less the applicable administrative fee, and less any reimbursements that may have been made to assessees or fee payers to correct incorrect assessments. The City will include with the disbursements a report that clearly explains how much was collected for each fee, the amount of the administrative fee and reimbursements that were deducted from the disbursement, for the benefit of DTSM’s budget planning and program administration.

SECTION 4. ADMINISTRATION OF FUNDS
DTSM agrees that all funds received from the City for implementation of this Agreement shall comply with the requirements of Section 14 of this Agreement. DTSM shall render a full and accurate accounting for the expenditures annually. DTSM shall be liable to and shall reimburse the City for any and all expenditure of funds contrary to this Agreement.

SECTION 5. COMMUNITY PLANS AND CONSTRUCTION PROJECTS.

5.1. Community Plans.

DTSM may gather public input and make recommendations to the City regarding land use, circulation, design and other policies and community plans that affect the Downtown.

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5.2. Capital Improvement Projects.

DTSM may make recommendations to the City for capital improvements to be constructed in the Downtown.

SECTION 6. MAINTENANCE AND MANAGEMENT OF PUBLIC AREAS.

6.1. General Maintenance Matters.

DTSM shall report to the City any maintenance and repair problems falling within the City’s jurisdiction, which DTSM becomes aware of or observes. Effective upon the Execution Date of this Agreement, the City will continue to provide maintenance-of-effort and base level services equal in commitment level to the services provided by the City as of the Execution Date of this Agreement for the repair and service of the streetscape, public areas and other public improvements within the Downtown as described in the Work Plan attached hereto as Exhibit B, and to the extent that funds are available to the City. The City shall undertake any regular maintenance and repair work it deems necessary, at its discretion. The City shall undertake to advise DTSM, where possible, of any non-routine maintenance projects so that DTSM may assist in the coordination of such projects with the day-to-day operation of the Downtown.

DTSM shall directly provide supplemental and enhanced maintenance services and programs throughout the Downtown to the extent funds are available through Mall Maintenance Fees and property-based assessments for the purposes described in section 3.1 of this Agreement.

DTSM and City shall coordinate such additional maintenance services and the City base level services to avoid operational conflicts. DTSM may retain vendors, or subcontractors, for such supplemental maintenance services. DTSM and City staff will cooperate to prepare an annual plan that will describe in detail the base and enhanced services for the upcoming year. DTSM and City will meet and confer on a regular basis to ensure that all services are being delivered in a coordinated manner and in accordance with high standards for cleanliness and efficiency.

DTSM shall ensure that its subcontractors adhere to the same standards of sustainable maintenance practices as are followed by City maintenance.

6.2. Public Safety Services.

DTSM may advise the City with respect to any safety or security issues within the Downtown. The DTSM may, at its election, retain or provide private security personnel, street performer monitors, ambassador services, and concierge services (collectively, “security personnel”) for the benefit of Downtown visitors using the revenues generated by the Mall Maintenance Fees and property-based assessments described herein, or from other revenue sources for these purposes.

DTSM will not deploy security services in the Downtown after the expiration of the Pilot Program unless, pursuant to the California Streets & Highways Code section 36636, the City modifies the management district plans for the assessment districts located within the Santa Monica PBAD in which security personnel will be deployed. Such modifications are necessary DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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to, among other things, identify security services as an activity and the level of security services, that will be funded with the revenue collected from the levy of assessments for these districts. In the event that DTSM intends to deploy security services after the expiration of the Pilot Program within the Downtown, then no later than One Hundred and Twenty (120) days prior to the expiration of the Pilot Program, DTSM will provide the City a written request that the City modify the management district plans for the assessment districts in which security personnel will be deployed. DTSM understands and acknowledges that California Streets & Highways Code section 36636 requires that the City comply with noticing requirements to notify each business or property owner affected by the proposed modifications and that the City Council hold a public hearing prior to modifying management district plans. In the event that such modifications to the management district plans are not adopted by the City prior to the expiration of the Pilot Program to permit the continued deployment of security services in Downtown, DTSM agrees that it will cease its deployment of the security services in Downtown upon expiration of the Pilot Program.

During special events, DTSM may also hire personnel to serve as ushers or monitors with prior written approval of the Santa Monica Police Department. Such ushers or monitors may be in uniform but shall not hold themselves out to be agents, employees, or independent contractors of the City.
a. Limitation on Duties of Security Personnel. Security personnel that DTSM deploys to service the Santa Monica PBAD shall have no ability to exercise any police functions, and security personnel duties shall be limited to performing security personnel services, including observing and reporting potential crimes to the Santa Monica Police Department.

Additionally, DTSM shall ensure that any security personnel retained and provided by DTSM do not interfere with the operations of the Santa Monica Police Department. b. City Not Responsible for Directing Means and Methods of Security Personnel. DTSM understands, acknowledges, and agrees that City shall not be responsible for directing means and methods of security personnel functions and duties that are performed for the Pilot Program or extension thereof. DTSM acknowledges, understands, and agrees that security personnel retained or provided by DTSM shall not be deemed as agents, employees, or independent contractors of the City, and security personnel shall not hold themselves out to be agents, employees, or independent contractors of the City. DTSM represents that all of DTSM’s subcontractors that will provide security personnel for the Downtown, possess the training, qualifications, and ability to perform the security services in a professional manner, without the advice, control, direction, or supervision of City, including its Santa Monica Police Department. c. Compliance with Santa Monica Municipal Code. Security personnel shall comply with Santa Monica Municipal Code section 3.36.140 at all times while performing its functions and duties.

6.3. Management.

DTSM may assist in and make recommendations to City for the day-to-day management, operation and programming of the Public Areas.

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SECTION 7. MANAGEMENT OF LEASEHOLD AND LICENSED SPACE.

7.1. Management of Leasehold Space and Licensed Space.

DTSM may advise the City regarding uses and operations of prospective or existing tenant or licensees in Leasehold Space or License Space. All recommendations from DTSM to the City on leases and licenses shall follow the guidelines set forth in the most current Leasing Guidelines approved by the City. Upon finalization of any agreement, DTSM shall advise and assist the tenant and the City with any future leasing issues as they arise.

7.2. General Duties and Responsibilities Regarding Leases and Licenses.

DTSM may advise the City regarding recruitment of new tenants or licensees for any available Leasehold Space or License Space within Downtown. DTSM may assist the City on an as-needed basis in the monitoring of conditions of the lease or license. As requested by the City, DTSM may serve as a liaison between the City and the tenants and licensees with respect to resolution of disputes.

7.3. Lease and License Execution.

City shall review with DTSM the uses, terms, and conditions of any new or amended lease or license for any City-owned property or Public Areas within the Downtown. All leases and licenses shall be consistent with the most current Leasing Guidelines, as they now exist or as amended from time to time in the future. After review, all such leases and licenses shall be entered into by the City pursuant to the execution procedures set forth in Santa Monica Municipal Code §2.32.030 et seq.

7.4. Management of Leases and Licenses.

The City shall maintain the original signed leases and licenses in the Clerk’s Office with copies forwarded to DTSM.

7.5. Enforcement.

City shall have complete authority and responsibility in the enforcement of all leases and licenses in the Downtown. Such enforcement shall include, but not be limited to, collection of rental amounts owed to the City, enforcement of other lease or license requirements, declarations of any default, termination, and bringing or defending any litigation arising from a lease or license dispute.

7.6. Rules and Regulations.

From time to time, DTSM may recommend to the City such rules and regulations or such revisions to Leasing Guidelines with respect to the Leasehold Space and Licensed Space as will provide for the orderly operation of Downtown Santa Monica consistent with this Agreement, and which will provide for a harmonious relationship between tenants, licensees, City, and DTSM.

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7.7. DTSM Not Broker/Agent.

It is specifically understood and agreed that DTSM is not acting as a real estate broker or agent. DTSM’s relationship with City is that of an advisor, planner, and facilitator, and not that of a property manager or any other party who performs any service for which a real estate broker’s or salesperson’s license is required pursuant to the California Business and Professions Code.

7.8. Other Structures Constructed in Public Areas.

Neither DTSM nor any private person or entity shall be entitled to erect structures or improvements on the Public Areas with the exception of tenant or licensee improvements authorized pursuant to a City approved lease or license agreement pertaining to the Leasehold Space or Licensed Space. No alterations may be made to any City-constructed Leasehold Spaces, including the retail pavilion structures on the Third Street Promenade without City’s prior written approval. Nothing in this Section prohibits DTSM from placing temporary installations or decorations consistent with the roles and responsibilities of DTSM under this Agreement, provided, however, that permits required under the Santa Monica Municipal Code first shall be obtained as applicable.

7.9. Vending Cart Operations.

DTSM may advise and assist City in the management of the vending cart operations in the Downtown, including vending cart operations authorized on the Third Street Promenade and other Downtown vending cart activities authorized under SMMC Section 6.36.070, vending cart leasing guidelines, if any, and as amended, and agreements approved by the City. City may, at its sole discretion, authorize DTSM to directly manage such vending cart operations as the designated Administrator.

7.10. Outdoor Dining License Agreements.

The City, through approved license agreements, may in its sole discretion allow licensees to operate outdoor dining areas in the public right-of-way at certain locations within the Downtown in accordance with City ordinances. City shall advise DTSM of these outdoor license agreements and seek DTSM’s input. At City’s request, DTSM may monitor performance of outdoor dining in accordance with the License Agreement.

7.11. Grant of License.

The City hereby grants to DTSM a revocable license for DTSM to enter and use particular office and storage areas and shared facilities in the Parking Structures Licensed Areas, at no cost to DTSM, as designated in the Work Plan attached hereto as Exhibit B, which may be modified by the City in writing, from time to time, and additional areas may be identified and approved in writing by the City. Utility services (excluding telecommunications) for the Parking Structures Licensed Areas will also be provided by City. DTSM agrees to utilize the designated office and storage areas in the Parking Structures Licensed Areas to perform DTSM services pursuant to this Agreement.

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7.12. License Areas Accepted “As Is”.

DTSM has inspected and accepts the Parking Structures Licensed Areas and any existing improvements and facilities on the Parking Structures Licensed Areas “AS IS, in their present condition, and without representation or warranty by the City as a condition of the Parking Structures Licensed Areas or any present or future stability of the Parking Structures Licensed Areas. The City is not required to make any changes, alterations, additions, improvements or repairs in or about the Parking Structures Licensed Areas during the term of this Agreement.

DTSM may not make any changes to the Parking Structures Licensed Areas without the prior written consent of City. All approved changes will be at DTSM’s sole expense.

7.13. Improvements.

The City and DTSM acknowledge that DTSM has installed a storage cage on Level B2 and Level B3 of Parking Structure 6 within the Parking Structures Licensed Areas (collectively “Improvements” as designated in Exhibit B attached hereto.). The Improvements and their use must be consistent with the Work Plan approved by City under this Agreement and will be deemed to be DTSM’s personal property for the term of this Agreement and any extension thereof. DTSM may not make any changes to the Improvements without the prior written consent of the City. No other furnishings or fixtures may be installed in such a manner as to become permanently affixed to or a part of the Parking Structures Licensed Areas. The City reserves the right to order the removal or alteration of any Improvements that are not consistent with City requirements. Upon the expiration or earlier termination of this Agreement, the Improvements shall become the property of the City; or, the City may require DTSM to remove any Improvements. In removing any Improvements, DTSM must restore the Parking Structures Licensed Areas and repair any damage caused by such removal. Any installation or removal of, or changes to, the Improvements under this paragraph will be at DTSM’s sole expense.

7.14. Nature of License Relationship.

It is understood and agreed that the conditional and limited licenses to use Parking Structures Licensed Areas granted by this Agreement does not constitute an estate or interest in real property, but is merely a conditional, limited right to enter upon and use the Parking Structures Licensed Areas. Neither this Agreement, or action, failure to act, statement, representation, recognition, certificate, approval, or permit issued by the City, or its representatives, agents, employees, attorneys, or assigns, shall create, confer, or convey any vested or nonconforming right or benefit regarding the Licensed Areas. The relationship between City and DTSM with respect to Parking Structures Licensed Areas is solely that of licensor and licensee and not of landlord and tenant or easement grantor and easement grantee, or any other relationship. Notwithstanding any action of either party in the future, under no circumstances will the license granted herein ripen into either a lease or an easement, whether under a claim of prescriptive easement or otherwise.

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17.15. Ingress and Egress.

The City reserves the right to enter upon the Parking Structures Licensed Areas at any time during the term of this Agreement, and will provide at least 24 hours’ advance notice of entry, unless an emergency or other exigent circumstances preclude such advance notice. The City may remove DTSM from the use of the Parking Structures Licensed Areas, at any time and without notice to DTSM, if such removal by the City is necessitated by an emergency pertaining to the public health, safety or welfare of any person, which determination will be made in the City’s sole discretion.

17.16. Nontransferable Licenses.

The license rights granted to DTSM under this Agreement are non-transferable. DTSM is prohibited from assigning any of its interests to the Parking Structures Licensed Areas to any other party or parties without the City’s prior written consent. Any attempt to do so will be null and void, and any purported assignee or transferee will acquire no right in the Parking Structures Licensed Areas.

SECTION 8. ADVERTISING, PROMOTION, ENTERTAINMENT, AND SPECIAL EVENTS.

8.1. DTSM Programs.

DTSM shall be responsible for development and implementation of various advertising, promotional, entertainment, and special event programs which will enhance the pedestrian enjoyment, commercial operation and aesthetic quality of the Downtown, as well as support and enhance the Downtown’s commercial, retail and entertainment qualities. DTSM may manage temporary holiday or special events and installations subject to compliance with the permit requirements of applicable law.

8.2. Filming and Special Events.

DTSM shall facilitate filming and special event activities in the Downtown. Such filming and special event activities shall be in accordance with the permit requirements of applicable law, the City’s Community Event Management Plan or other such special event regulations as the City may, from time to time, adopt and shall not be amended without prior written approval of City. DTSM shall recommend a schedule of commercially reasonable fees and charges for filming and special events, subject to approval by the City. The City shall consult and coordinate with DTSM prior to selecting the Downtown as a venue for a special event.

8.3. Signs and Banners.

DTSM shall also have the right and authority to display signs or banners, or other similar items, as provided in the Specific Plan and in compliance with applicable law, to advertise promotional programs or otherwise generally to promote the Downtown. Any such signs or banners shall be subject to all applicable City ordinances, laws, rules and regulations.

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8.4. Street Performers.

DTSM shall advise and make recommendations to City regarding street performers in the Downtown. Such advice and recommendations may pertain to the promulgation of regulations governing time, place and manner restrictions for street performers, the administration of street performer regulatory programs, the administration of street performer monitor programs, and enforcement of such street performer regulations that the City may, from time to time, adopt.

SECTION 9. REPORTING REQUIREMENTS.

9.1. Establishment of Work Plan.

DTSM shall prepare an annual operational, programmatic and development plan (known as the “Work Plan”) and budget (“Budget”) for implementation of DTSM’s roles and responsibilities set forth in Section 3.1 of this Agreement. Such Work Plan and Budget shall describe in detail the activities and services to be performed by DTSM, with corresponding expenditures and revenues. These programs shall take into account the different funding sources anticipated, and may change from year to year. The Work Plan shall also describe the enhanced maintenance that DTSM will provide in that fiscal year. In preparing the Work Plan, staff from the City and DTSM shall meet and confer to coordinate the roles and responsibilities set forth in Section 3 of this Agreement. The services provided by DTSM and the City, respectively, must remain revenue neutral and consistent with the Management Plan for Downtown PBAD and Streets and Highways Code section 36625. DTSM shall submit the Work Plan and Budget to the City Manager for the City’s review at least ninety (90) days prior to commencement of each fiscal year. This annual Work Plan is required to be submitted to, and approved by, the City as contemplated by Streets and Highways Code section 36650. DTSM shall consider and reasonably incorporate into the Work Plan and Budget recommendations made by the City.

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9.3. Annual Report.

DTSM shall submit an Annual Report to City within one hundred and twenty (120) days of the end of DTSM’s fiscal year. The Annual Report shall include a status discussion concerning (i) the operation of the Downtown; (ii) the various programs conducted by DTSM in connection with the Downtown and this Agreement, including reports concerning programs and uses of funds; (iii) the accomplishment of objectives contained in the prior year’s Work Plan; and (iv) any other matters connected with the Downtown or within DTSM’s knowledge which have a material impact on the Downtown or the purposes or performance of this Agreement.

9.4. Annual Financial Report.

An audited annual financial report shall be prepared by DTSM in such form as required by the City’s Director of Finance and shall be submitted within one hundred and twenty (120) days of the end of DTSM’s fiscal year.

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9.5. Miscellaneous Reports and Information.

DTSM shall deliver to City copies of all notices, agendas, and minutes of DTSM’s Board of Directors meetings, quarterly financial reports of expenditures, annual reports of all programs and promotional activities, and any other information requested by City promptly upon request.

In addition, DTSM shall prepare, from time to time, reports on such other matters relating to its responsibilities as City may reasonably request.

SECTION 10. TERMINATION.

10.1. Termination Upon Default.

In the event DTSM fails or refuses to perform any of its obligations hereunder, at the time and in the manner required by this Agreement, the City shall provide DTSM with written notice of default and the steps necessary to cure such default. DTSM shall cure such default within thirty (30) days from the date of written notice from the City. If, however, the default cannot reasonably be cured within said thirty (30) days, the City may extend the time for cure.

In the event DTSM fails to cure in a timely manner, the City may exercise any remedies available under law or equity, including but not limited to:
a. Terminate this Agreement immediately by giving DTSM written notice thereof. b. City may take steps to cure the default and, to the extent permissible, recover costs incurred due to the default by retaining said costs from assessments collected by the City from property and business owners.

Exercise of either of the above remedies by City shall in no way limit City’s exercise of any other remedies existing at law or in equity.

10.2. Termination Without Cause.
a. Either party may terminate this Agreement immediately if the Santa Monica PBAD is dissolved pursuant to applicable state law upon written notice to the other party. b. DTSM may terminate this Agreement without cause, at anytime, during the term of the Agreement upon six (6) months’ prior written notice to the City.

10.3. Reversion of Funds and Property.

Upon termination of this Agreement, DTSM shall immediately convey to City all unspent funds within DTSM’s possession or control, whether such funds were originally from City or from other sources, together with an accounting of all financial obligations of DTSM at the time of termination. All furniture, equipment and supplies, and all other assets of DTSM, shall revert to the City at the termination of this Agreement.

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SECTION 11. AVAILABILITY OF CITY INFORMATION.

Upon reasonable notice, the City will make available to DTSM all public documents at its disposal reasonably required to fulfill the purposes and intent of this Agreement, including census data, property ownership records, copies of maps, studies and professional consultant and City staff reports relevant to the Downtown. In addition, City shall make available to DTSM planning and marketing studies and economic analyses which affect the Downtown. DTSM shall have access to public records regarding any proposed development in the Downtown, or any development which would restrict vehicular or pedestrian access to the Downtown or otherwise materially affect the operation or management of the Downtown. Additionally, the City shall, upon reasonable notice, make available to DTSM non-confidential information concerning costs and revenues attributable to Downtown area facilities and programs available to DTSM.

SECTION 12. PURCHASING AND OTHER MONETARY OBLIGATIONS FOR OPERATION OF THE DOWNTOWN.

DTSM shall be solely responsible for costs and expenses incurred in connection with the satisfaction of its obligations under this Agreement, including, but not limited to, salaries, insurance and payroll taxes for its employees. DTSM shall also bear all costs for programmatic activities identified in the annual Work Plan and annual Budget, including, but not limited to, marketing, promotions and special events. However, DTSM shall not be responsible for payment of any property taxes, insurance, assessments, or other costs associated with the ownership or operation of real property or the Public Areas of the Downtown, except as may be specifically required to be paid by DTSM pursuant to this Agreement or its annual budget, as approved by the City.

SECTION 13. COMPENSATION.

13.1. Annual Budget.

After deduction of administrative fees and any reservations for refunds owed to assessees or fee payers, as provided in this Agreement, City will provide DTSM the balance of assessment and fee revenues generated by businesses and property owners within the Downtown for purposes of performing services pursuant to this Agreement. Use of the funding shall be consistent with the Annual Plan required hereunder. Nothing herein shall be deemed to obligate the City to fund any specific amount of money for DTSM.

Consistent with the requirements of this Agreement and local, state, and federal laws, as well as DTSM’s conflict of interest requirements, nothing in this Agreement shall otherwise preclude DTSM from accepting contracts or funding from various business improvement areas, assessment districts, private sponsorships for events or other sources of revenue. DTSM may accept such funding or contracts, provided that the purpose of these funds or contracts falls within the general purpose of the continued revitalization and promotion of the Downtown and is consistent with the purposes and intent to this Agreement.

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13.2. Filming and Special Event Fees.

DTSM shall have the right and authority to collect filming and special event location fees in accordance with a fee schedule established by DTSM and approved by the City for filming and special events occurring Downtown. All film application fees shall be retained by the City.

DTSM shall provide the City with an accounting of all filming and special event fees collected as part of the annual DTSM budget.

13.3. No Naming Rights.

Nothing in this Agreement is intended to permit DTSM to allow any person, including any corporation to have the right to have his, her, or its name associated with the Downtown.

This Section shall not apply to sponsors of special or temporary events conducted pursuant to and consistent with the current Work Plan.

SECTION 14. DTSM OPERATING STANDARDS.

14.1. By-Laws
a. DTSM has adopted By-laws approved by City governing its operations, including procedures for amendment of said By-laws. Under the By-laws approved by the City on January 13, 2009, the By-laws may not be amended or repealed without prior written approval of at least seven (7) Directors. A copy of the By-laws is on file in the offices of DTSM. b. As a condition precedent to the effectiveness of this Agreement, DTSM shall amend its By-laws to provide that a person shall not qualify nor remain as a Director, if that person is an agent, representative, employee or volunteer of the owner of property or the owner of property not current in payment of special or general benefit assessments, fees or licenses imposed within the Downtown.

14.2. Nondiscrimination.

DTSM certifies and agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, ancestry, sex, marital status, age, sexual orientation, disability or condition of having AIDS, in accordance with the requirements of local, state and federal law. DTSM also agrees that it will provide equal opportunity to all employees and applicants without regard to race, color, religion, national origin, ancestry, sex, marital status, age, sexual orientation, disability or condition of having AIDS, in accordance with requirements of local, state and federal law. Such shall include, but not be limited to, the following:
a. Employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and b. Selection for training, including interns and apprentices.

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c. DTSM agrees to post notices setting forth the provisions of this Section in conspicuous places in each of DTSM’s facilities providing services hereunder, available and open to employees and applicants for employment.
d. DTSM shall state, in all solicitations or advertisements for employees placed by or on behalf of DTSM , that all qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, ancestry, sex, marital status, age, sexual orientation, disability or condition , in accordance with requirements of local, state and federal law.
e. In accordance with applicable state and federal law, DTSM shall allow duly authorized county, state, and federal representatives access to its employment records during regular business hours in order to verify compliance with the nondiscrimination provisions of this Section. DTSM shall provide such other information and records as such representatives may require in order to verify compliance with the nondiscrimination provisions of this Section.

If City finds that any of the provisions of this Section have been violated, the same shall constitute a material breach of this Agreement upon which City may determine to cancel, terminate, or suspend this Agreement. While City reserves the right to determine independently that the nondiscrimination provisions of this Agreement have been violated, a determination by the California Fair Employment and Housing Commission or the Federal Equal Employment Opportunity Commission that DTSM has violated State and Federal nondiscrimination laws shall constitute a finding by City that DTSM has violated the nondiscrimination provisions of this Agreement. DTSM will provide the City with a copy of its personnel policies manual which sets forth the policies governing transactions between employees and prospective employees and the DTSM relating to employment benefits and other personnel-related services.

DTSM shall not discriminate in any manner in providing the services set forth in this Agreement. All contracts or agreements entered into by DTSM shall comply with Title VI of the Civil Rights Act of 1964, 42 USC Section 2000d, and with Section 504 of the Rehabilitation Act, 29 USC Section 794. In accordance with these statutes and other federal, state, and local laws, no person in the United States shall, on the grounds of race, creed, color, disability, national origin, sex, age, marital status, sexual orientation, HIV/AIDS status, political affiliation or religious beliefs, be excluded from participation in, be denied the benefits of, or otherwise subjected to discrimination under any program or activity provided by DTSM. DTSM and any of its subcontractors shall adhere to all regulations set forth by the Americans with Disabilities Act (ADA). Any contracts awarded by DTSM shall comply with the terms of this Section.

14.3. Accounting Procedures.

DTSM shall maintain its books and records in accordance with generally accepted accounting principles (GAAP), and in such form as will facilitate accurate preparation of necessary fiscal reports and in such form as is otherwise acceptable to the City. DTSM may retain the services of a certified public accountant for assistance in this function. City shall have access to all of DTSM’s books, records, and accounts, including those records kept pursuant to Section 4 of this Agreement, and shall have the right to audit such books, records and accounts upon reasonable notice and during normal working hours.

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14.4. Subcontractors.

DTSM will enter into contracts with subcontractors to perform, in part, the DTSM services contemplated under this Agreement. DTSM is responsible for the quality of all subcontractor work performed under this Agreement. DTSM is also responsible for ensuring that every subcontract or agreement of any kind entered into between DTSM and subcontractor (or between subcontractor and others) for or in connection with performance of services provided by DTSM under this Agreement will be consistent with this Agreement and Management Plan. DTSM shall submit to the City an executed copy of any and all agreements with subcontractors arising from or related to this Agreement. With respect to private security services for the Downtown, DTSM shall submit to the City a copy of the proposed agreement between DTSM and subcontractor for City review and approval by the City Manager prior to execution of the agreement. City Manager shall approve the proposed agreement provided that the proposed agreement is consistent with this Agreement.

DTSM may terminate and replace the services of any subcontractor that is performing services pursuant to annual work plans, subject to the prior written approval of the City.

Requests for subcontractors shall be submitted in writing, describing the scope of work to be contracted, the name of the proposed subcontractor, and the total price or hourly rates used in preparing an estimated cost for the subcontractor’s services. The City may issue approval of the subcontractor in the form of a Work Order.

14.5 Compliance with Laws and Management Plan.

DTSM shall comply with all laws of the State of California and the United States, all ordinances, rules and regulations enacted or issued by City including, but not limited to, Articles 2 and 3, Division 2, Part 7, Chapter 1 of the Labor Code, State of California related to prevailing wage, apprentices, penalties and certified payroll.

14.6. Registration with the Department of Industrial Relations; Compliance Monitoring.
a. DTSM understands, acknowledges and agrees that no contractor, or subcontractor, may be listed on a bid proposal for a public works project (within the meaning of Labor Code section 1720) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a).
b. DTSM understands, acknowledges and agrees that no contractor, or subcontractor, may be awarded a contract for public work on a public works project (within the meaning of Labor Code section 1720) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.

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c. All public works projects (within the meaning of Labor Code section 1720) performed or caused to be performed by DTSM under this Agreement, or other agreement for services or improvements to be performed by DTSM under this Agreement, shall be subject to compliance monitoring and enforcement by the Department of Industrial Relations. d. In addition to any other indemnities provided to City under this Agreement, DTSM shall defend, indemnify and hold the City and its respective officers, employees and agents harmless against any penalties, claims, demands, judgements, damages, or costs, resulting or arising from the implementation of any public works project under this Agreement, in violation of the Labor Code. This Section 14.6 shall survive termination of this Agreement.

SECTION 15. INSURANCE AND INDEMNIFICATION.

15.1. Insurance Requirements for DTSM and Third Parties.

For the duration of the term of this Agreement, DTSM shall obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements.

For the duration of the term of this Agreement, every subcontract or agreement of any kind entered into between DTSM and a subcontractor (or between any DTSM contractor and others) shall require the subcontractor to provide the minimum scope and limits of insurance set forth in Exhibit C.

15.2 Indemnity by DTSM.

DTSM shall indemnify, save, protect, defend and hold harmless the City, its City Council, boards and commissions, agents, officers, representatives, employees, lenders and volunteers (collectively, the “City Indemnified Parties”) from any and all liability, claim, action, demand, proceeding, loss, damage, cost, expense, or injury to persons or property (collectively, “Indemnified Claims”) to the extent caused, claimed to be caused, in connection with, or arising from the act, errors, and/or omissions of DTSM or DTSM’s officers, agents, employees, subcontractors, or contractors, in the performance of the services or work required to be conducted by DTSM pursuant to this Agreement, except to the extent any Indemnified Claim is caused by the active negligence or willful misconduct of the City. DTSM’s obligation to indemnify, defend, and hold harmless City Indemnified Parties does not extend to the maintenance, service, repair or condition of City owned facilities, streets, and sidewalks, unless the responsibility for such maintenance, repair or condition has been assumed by DTSM pursuant to the terms of this Agreement or Indemnified Claim is caused by the acts, errors, and/or omissions of DTSM or DTSM’s officers, agents, employees, subcontractors, or contractors, in the performance of the services or work required to be conducted by DTSM pursuant to this Agreement. If any action or proceeding is brought against any of the City Indemnified Parties in connection with any Indemnified Claims indemnified by DTSM, as set forth above, DTSM, upon notice from City, shall defend the same at DTSM’s expense with counsel approved by City, subject to the reasonable requirements of DTSM’s insurance carrier if DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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defended by same, which approval shall not be unreasonably withheld. It is understood and agreed that DTSM’s insurance set forth in Section 15.1, shall be the primary insurance in connection with the Indemnified Claims.

15.3. Third Party Indemnity
Except as otherwise approved in writing by the City, DTSM shall require that all written contracts that it enters into with contractors or subcontractors, indemnify, save, protect, defend, and hold harmless the City Indemnified Parties, DTSM and their respective officers, directors, agents, employees, and affiliates from any and all liabilities, losses and claims, and reimburse them for all expenses they incur (including the costs of litigation and reasonable attorneys' fees) on account of personal injury or death to persons and damage to property which occurs in the Downtown, to the extent caused by the acts, errors, and/or omissions or misconduct of such contractor, subcontractors, or employees or agents of such subcontractor or contractor, arising from or related to the performance of work or services performed on or about the Downtown, or from such contractor or subcontractor’s property. Each contractor, or subcontractor, that DTSM employs hereunder shall pay for and defend any and all suits or actions threatened or instituted against DTSM, or City Indemnified Parties, and shall pay all reasonable attorneys' fees, litigation costs and all other expenses in connection therewith, and shall promptly discharge any judgments arising therefrom. These conditions shall also apply to any work or operations subcontracted by such contractors or subcontractors. Such provisions shall expressly survive the expiration of any contracts in which they are contained. This Section 15.3 does not relieve DTSM from performing its obligations pursuant to Section 15.2, above.

15.4. Enforcement Costs.

DTSM agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in this Section 15.

SECTION 16. MISCELLANEOUS.

16.1. Integrated Contract.

This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements are merged herein. No other verbal agreement, oral or written, or implied covenant shall be held to vary the provisions of this Agreement. Any modification of this Agreement will be effective only by written execution signed by both City and DTSM, and approved as to form by the City Attorney.

16.2. Delegation and Assignment.

DTSM shall not delegate or assign all or any portion of its rights or duties under this Agreement to any person, firm, or entity, except as may be specifically permitted by this Agreement. DTSM may subcontract work to fulfill its responsibilities under this Agreement.

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DTSM shall be responsible for the quality of all subcontractor work performed pursuant to this Agreement.

16.3. Notices.

All notices, demands, requests, consents, or approvals as may be required or permitted to be given under this Agreement shall be in writing and shall be sent via mail, or hand delivered, to the parties at the addresses set forth below.

To DTSM: Downtown Santa Monica, Inc.

Attention: CEO
1351 Third Street Promenade, Suite 201
Santa Monica, California 90401
To City: City of Santa Monica
Economic Development Division
Attention: Economic Development Manager
1685 Main Street, Mail Stop 10
Santa Monica, California 90401
With copies to:

City of Santa Monica
City Manager’s Office
1685 Main Street
Santa Monica, CA 90401
Attention: City Manager
City of Santa Monica
City Attorney’s Office
1685 Main Street, Room 310
Santa Monica, CA 90401
Attention: City Attorney

16.4. No Interest in Property.

This Agreement shall not be deemed at any time to be an interest in real property or a lien of any nature against the Downtown, the Third Street Promenade, or the real property upon which the Third St. Promenade improvements are erected. This clause shall be self-operative and no further instrument of subordination shall be required. The relationship of the City and DTSM shall not be that of a partnership, joint ventures, or otherwise of co-owners.

16.5. Other Services.

In addition to the services specifically set forth in this Agreement, DTSM shall perform from time to time such other services necessary or desirable for the operation, management, DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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restoration, and continued revitalization of the Downtown as the City shall reasonably request and may be practicable within the DTSM annual budget.

16.6. Approvals.

All approvals requested or required to be given by either party hereto, unless a specific time frame is set forth in this Agreement, shall be given within thirty (30) days following delivery of the request for approval. All approvals shall be in writing.

16.7. Waiver.

A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein whether of the same or a different character.

16.8. Governing Law.

This Agreement has been made and shall be construed and interpreted in accordance with the laws of the State of California.

16.9. Compliance with Applicable Law.

DTSM shall perform all of the services set forth in this Agreement in complete accordance with all applicable municipal, state or federal laws, ordinances, rules and regulations.

16.10. Survival of Provisions and Obligations.

Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.

16.11. Severability.

If any term or provision, or any portion thereof, of this Agreement, or the application thereof to any, person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances, other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

16.12. Venue and Jurisdiction.

City and DTSM agree that any litigation arising out of this Agreement may only be brought in either the unites States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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venue. The parties further agree that either court will have personal jurisdiction over the parties to the is Agreement.

16.13. Independent Parties.

Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another. Neither the City nor its officers or employees have any control over the conduct of DTSM or any of DTSM’s agents, employees, or subcontractors, except as otherwise provided herein.

16.14. Execution in Counterparts.

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

16.15. Cost of Litigation.

If any legal action is necessary to enforce any provision of this Agreement or for damages by reason of any alleged breach of any provision of this Agreement, the prevailing party will be entitled to receive from the losing party all reasonable costs, disbursements, and expenses, and such amount as the court may adjudge to be reasonable attorney fees.

16.16. Permits and Licenses.

DTSM, at its sole expense, shall obtain and maintain during the term of this Agreement all required business and professional permits, licenses, and certificates that are required to perform its obligations under this Agreement.

16.17. City’s Proprietary Capacity.

DTSM agrees that City, in making and entering into this Agreement, the City is also acting in City’s proprietary capacity for all purposes and in all respects. Nothing contained in this Agreement may be deemed directly or indirectly to restrict or impair in any manner or respect whatsoever any of City’s governmental powers or rights or the exercise thereof by City, whether with respect to the Parking Structures Licensed Areas or DTSM’s use thereof or otherwise. It is intended that DTSM must fulfill and comply with all requirements as may be imposed by any governmental agency or authority of City having or exercising jurisdiction over the Parking Structures Licensed Areas in its governmental capacity.

16.18. Captions and Headings.

The Section captions and headings are for convenience of reference only and in no way shall be used to construe or modify the provisions set forth in this Agreement.

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16.19. Recitals and Exhibits.

The Recitals set forth above and the following Exhibits shall be included as a term of this Agreement and are incorporated herein by reference:

Exhibit A: Downtown Santa Monica Map
Exhibit B: FY 2023-24 Work Plan (includes DTSM Management Plan Services and City Baseline Service Matrices)
Exhibit C: Insurance Requirements
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

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

DOWNTOWN SANTA MONICA, INC.,
a non-profit public benefit corporation
__________________________
_______________________________
DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590 8/8/2023

DOUGLAS SLOAN
City Attorney
Eric Sedman
Board Chair
8/11/2023
8/15/2023
David White
City Manager
City Clerk
8/16/2023
Denise Anderson-Warren

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Lincoln Expansion
Colorado Overlay
Central Business
Improvement District
Zones 1-3 = DTSM PBAD
Downtown Santa Monica
Exhibit A - Downtown Map
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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) DOWNTOWN SANTA MONICA, INC.

ANNUAL WORK PLAN + BUDGET FY2023/24
1 Exhibit B - FY23/24 DTSM Annual Work Plan and Budget
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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Table of Contents
Introduction...................................................................................................................................................................3 Services..................................................................................................................................................................... 4 Strategic Priorities..................................................................................................................................................... 4 Fiscal Year 2023/2024 Budget and Allocations.........................................................................................................5 Operations and Public Space Management...................................................................................................... 5 Public Safety....................................................................................................................................................... 5 Advocacy and Oversight................................................................................................................................. 5 Parking Structure Custodial Maintenance......................................................................................................6 Enhanced Custodial Maintenance................................................................................................................. 6 Parks Attendants, Restroom Monitoring, and Social Outreach....................................................................6 Placemaking and Beautification..................................................................................................................... 6 Communications, Events, & Development...........................................................................................................7 Community Events and Activations.................................................................................................................7 Partnerships.........................................................................................................................................................7 Public Relations and Promotions......................................................................................................................7 Economic Development and Advocacy....................................................................................................... 7 Data and Research........................................................................................................................................... 8 Communications and Outreach..................................................................................................................... 8 Organizational Management................................................................................................................................ 9 Administrative Functions................................................................................................................................... 9 Professional Support...........................................................................................................................................9 Board and Staff Education and Development.............................................................................................. 9 Exhibit A - FY23-24 Budget.....................................................................................................................................10 Exhibit B - District Boundary Map..........................................................................................................................11 Exhibit C - Downtown Parking Structures Licensed Area.................................................................................. 12 Board Directory...................................................................................................................................................... 15 Staff Directory.........................................................................................................................................................15 DTSM, Inc. Operations Enhanced Maintenance Schedules.................................................................................. 16 Parking Structure Maintenance Schedule....................................................................................................16 Lincoln Blvd and Colorado Ave Maintenance Schedule...........................................................................16 Pressure Washing Schedule............................................................................................................................ 17 Restroom Monitoring Schedule...................................................................................................................... 17 General Maintenance Schedule...................................................................................................................18 Activity Frequency........................................................................................................................................... 18 City of Santa Monica Public Works Maintenance Service Matrix....................................................................19 2 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) DOWNTOWN SANTA MONICA, INC.

FY2023-24 OPERATIONAL PLAN
Introduction
It is the mission of Downtown Santa Monica, Inc. ( DTSM, Inc.) to manage services and operations in Downtown Santa Monica while promoting economic stability, growth and community life within this unique neighborhood. To produce a strong and vibrant pedestrian-oriented downtown, DTSM, Inc. leverages its services, relationships and expertise to develop, implement, and maintain various programs for enhanced maintenance and security, marketing, events, promotions, and economic vitality to benefit Downtown Santa Monica.

To meet the challenges facing Downtown Santa Monica in Fiscal Year 2022/2023, DTSM, Inc. reset its strategic priorities to focus on the foundations of a successful downtown: public safety, creating a clean and welcoming environment, activating a vibrant public space, and advocating for policies that support the business community. Meeting these goals remains the urgent focus of DTSM, Inc. in Fiscal Year 2023/2024, and this is reflected in this Operational Plan and budget. 3 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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DTSM, Inc. is contracted by the City of Santa Monica to provide services to the district.

As representatives of Downtown stakeholder interests in these challenging times, the need for DTSM, Inc. to deliver is greater than ever. DTSM, Inc. functions are as follows:

1. Advising the City of Santa Monica on all matters related to Downtown

2. Advocating on behalf of all Downtown stakeholders

3. Providing marketing and promotional services, and programming events and activations

4. Providing enhanced maintenance and public safety services Strategic Priorities
In Fiscal Year 2022/2023, the DTSM, Inc. Board of Directors determined its strategic priorities. These priorities remain the points of emphasis for DTSM, Inc. in Fiscal Year 2023/2024, and are as follows:

1. Evaluate, and seek to amend, the Services Agreement between DTSM, Inc. and the City of Santa Monica

2. Improve the experience in the Downtown parking structures by evaluating services and conditions and making recommendations in the areas of management, maintenance, custodial, and revenue management

3. Impact public safety in Downtown Santa Monica through advocacy and practical measures

4. Reactivate public spaces in Downtown through events, activations, and improving the process in which businesses can open and operate in Downtown

5. Address issues relating to infrastructure and management in the Downtown

6. Work to build support from Downtown Stakeholders through communications, outreach, and coalition-building
In Fiscal Year 2022/2023, DTSM, Inc. began executing on its strategic priorities. The DTSM, Inc. Board of Directors passed recommendations to amend its Services Agreement with the City of Santa Monica. Cosmetic and infrastructure improvements are now happening in Downtown parking structures. DTSM, Inc. is poised to introduce a supplemental private security team. Community events and the Santa Monica Ice Rink returned, and communications with stakeholders and promotions for our local businesses improved.

Delivering on these strategic priorities continues in Fiscal Year 2023/2024. 4 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Fiscal Year 2023/2024 Budget and Allocations
The DTSM, Inc. Board of Directors approved a budget of $10,629,733.21 for the fiscal year 2023/2024. DTSM, Inc. anticipates receiving $10,208,033 in revenue from property-based assessments, business license taxes, and income from enterprise programs. The Board determined to use $421,700.21 of reserve funding to pay for the total expenditures for the fiscal year. (See Attachment A, page 10.) The 2023/2024 budget contains allocations for Organizational Management, Communications, Events, and Development, and Operations and Public Space Management. The descriptions of these allocations, and their unique directives, are as follows:

Operations and Public Space Management
A clean, safe, and welcoming environment is the foundation for success in Downtown Santa Monica. DTSM, Inc. provides enhanced services in the areas of public safety, custodial maintenance, and social outreach, while also providing oversight of City of Santa Monica services. Together, DTSM, Inc. and the City of Santa Monica fulfill the responsibility of creating a thriving and inviting community space for everyone.

Operations and Public Space Management services make up 69.83% of the DTSM, Inc. budget and include the following directives:

Public Safety
● Support the City of Santa Monica’s public safety officials in their efforts to keep Downtown safe
● Advocate on behalf of Downtown Santa Monica with City, County, and other government agencies charged with managing public safety to ensure they maintain a regular presence in Downtown
● Fund and oversee private security personnel deployed in Downtown Santa Monica
● Facilitate communication between parties engaged in preserving the safety of Downtown public spaces
Advocacy and Oversight
● Advise the City of Santa Monica on operations and services in the public right-of-way. Advocate for maximum effectiveness and efficiency in managing public resources
● Advise the City of Santa Monica on operations and services in public parking 5 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) resources. Advocate for maximum effectiveness and efficiency in managing public parking resources
● Collaborate with the City of Santa Monica and related service vendors to ensure compliance with maintenance standards established by all parties working in the public right-of-way and on public property Parking Structure Custodial Maintenance
● Provide custodial maintenance services for Downtown public parking structures in accordance with the Maintenance Services Agreement between DTSM, Inc. and the City of Santa Monica (See Attachment B: Services Matrix) Enhanced Custodial Maintenance
● Provide enhanced custodial services to support a clean, active, and well-managed Downtown (See Attachment B: Services Matrix) ● Conduct regular power washing and as-needed hot spot cleaning of key public spaces, including sidewalks, crosswalks, and alleys
● Promptly remove graffiti from public and private property and notify private property owners of other identified maintenance concerns and safety hazards Parks Attendants, Restroom Monitoring, and Social Outreach ● Ensure a positive visitor experience in Downtown parking structure restrooms and in Downtown-adjacent parks by providing attendants and custodial maintenance services
● Deploy a Homeless Outreach Coordinator and Quality of Life team to work strictly in the Downtown District to collaborate with other advocacy groups and service providers to expedite services for individuals in need ● Partner with the City of Santa Monica and other community organizations in supporting initiatives to combat crime and homelessness Placemaking and Beautification
● Create engaging streetscapes and pedestrian spaces through the preservation of existing assets and investments in infrastructure, landscaping, amenities, and creative placemaking
● Participate in planning beautification and improvement projects for streets, sidewalks, and alleys across the district
● Work with the City of Santa Monica to maximize multi-modal transportation access and wayfinding in Downtown Santa Monica for all visitors ● Monitor permits for large-scale maintenance and construction, street and alley closures, and Third Street Promenade vehicle access. Mitigate impacts of temporary closures and provide advance communication to district 6 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) stakeholders
● Collaborate with the City of Santa Monica to provide active street vendor management for Third Street Promenade and other public spaces ● Create, manage, and oversee Downtown decor and lighting programs Communications, Events, & Development
DTSM, Inc. furthers the reputation and economic vitality of Downtown Santa Monica and the Third Street Promenade through consistent branded communications, hosted and facilitated events, and economic development.

Communications, Events & Development services make up 23.21% of the DTSM, Inc. budget and include the following directives:

Community Events and Activations
● Produce a full calendar of events, programming and holiday activities to activate and encourage visitorship to the Downtown area year-round ● Facilitate third-party events and activations on Third Street Promenade in partnership with the City of Santa Monica
● Facilitate filming in the Downtown in partnership with Film L.A.

Partnerships
● Identify partnerships, sponsorships, and other funding opportunities for key programs supporting or enhancing Downtown Santa Monica
● Partner with Santa Monica Travel & Tourism, the Santa Monica Chamber of Commerce, and other local organizations to support tourism, economic development, and community engagement
Public Relations and Promotions
● Produce advertising and promotional campaigns to drive brand awareness and foot traffic to Downtown
● Produce and implement a 12-month public relations plan to reinforce the Downtown Santa Monica brand and keep Third Street Promenade top of mind for local visitors
● Strengthen local media relations by building and maintaining relationships with local editors and journalists
Economic Development and Advocacy
● Seek supplemental and diversified revenue streams to enhance programs and services. Maximize revenues generated by Downtown Santa Monica, Inc. 7 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) events and activations
● Create and oversee licensed operations in public space including community benefit activations, vendor management, and new programs ● Preserve the Downtown Santa Monica and the Third Street Promenade competitive advantages and economic viability through planning and advocating for reinvestment in short term and long-term capital improvements ● Maximize the utility of private properties abutting the Third Street Promenade through zoning and ordinance changes, a streamlined permitting processes and support for tenant selection by owners
● Advocate for new and existing revenues to fund maintenance, operations, and capital improvements in Downtown Santa Monica. Revenue generating opportunities include advertising, new technology, and new funding sources (Enhanced Infrastructure Financing District)
● Advocate on behalf of property and business owners on matters contributing to the overall vitality of business Downtown. Advise the City Council and its boards, commissions, and staff on development of policies, plans and ordinances impacting the trajectory of Downtown
Data and Research
● Produce regular data-driven reports to inform the decisions of DTSM, Inc. and support the Downtown community
● Position Downtown Santa Monica, Inc. as a central source of information on all aspects related to Downtown, including the economic vitality and market potential
● Track, analyze, and advise the City Council and its boards, commissions, and staff on public and private development projects
Communications and Outreach
● Develop a communications and marketing strategic plan to reintroduce Downtown Santa Monica to stakeholders, reinforce Downtown Santa Monica’s brand positioning as a premier beach destination, and reposition Third Street Promenade as an experience-based destination
● Manage and produce content for Downtown Santa Monica’s communication channels including website, newsletters and social media ● Launch new and maintain existing stakeholder communications, such as newsletters and reports, to provide timely and relevant information ● Host stakeholder meetings to share updates on programs, collaborative opportunities and other essential information
● Produce a data-driven annual report to highlight the achievements of DTSM, Inc. in the prior fiscal year
● Conduct stakeholder surveys and program evaluations as needed to maximize 8 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) the effectiveness of all DTSM, Inc. programs
Organizational Management
DTSM, Inc. is an efficient and effective organization that employs a professional staff to manage relationships and services that support Downtown Santa Monica. These functions require centralized administrative support funded through revenues received by DTSM, Inc. throughout the fiscal year. Organizational Management services make up 6.96% of the DTSM, Inc. budget and include the following directives:

Administrative Functions
● Maintain a professional office for a staff dedicated to providing a high caliber of service while adhering to all required compliance standards ● Provide public meeting space for the Board and committees Professional Support
● Ensure proper insurance coverage and protect the organization from risk ● Administer financial functions for the organization including preparing quarterly financial management reports, conducting an annual audit, and managing internal accounting functions
Board and Staff Education and Development
● Conduct regular staff training and create opportunities for professional development and continuing education, including ongoing coaching and performance feedback
● Create opportunities for strategic and organizational planning and educational opportunities for members of the Board of Directors
9 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) E
xhibitA-FY23-24Budget
10 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Exhibit B - District Boundary Map
The boundaries of the Downtown Santa Monica district extend from the east side of Ocean Ave to the east side of Lincoln Blvd. and from the I-10 freeway to the commercial parcels immediately north of Wilshire Blvd.
11 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Exhibit C - Downtown Parking Structures Licensed Area
12 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) 13 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) 14 Storage Cage Improvements Made by DTSM in License Area on Levels B2 and B3 of Parking Structure 6 (“IMPROVEMENTS”)
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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Board Directory
Chair Eric Sedman
Vice Chairs Michele Aronson
Joshua Gilman
Julia Ladd
Peter Trinh
Secretary/Treasurer Barry Snell
Board Members Luke Cain
Bruce Fairty
Anuj Gupta
Ericka Lesley
Leo Pustilnikov
Lucian Tudor
Lora Vrastil
Staff Directory
Chief Executive Officer Andrew Thomas
Director of Marketing and Partnerships Ariana Gomez
Director of Operations and Placemaking Jeremy Ferguson
Special Events Manager Laura Borsecnik
Business & Community Development Manager Martin Ronzio-Garcia Public Space Manager Fatima Fazal
Community Engagement Manager Julia Moser
Data and Research Manager Michael Lin
Administrative Office Manager Victor Greenwood
15 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) DTSM, Inc. Operations Enhanced Maintenance Schedules
Parking Structure Maintenance Schedule
The following duties are performed in Parking Structures 1,2,4,5 and 6 during the stated shifts. (Note: Duties and shifts subject to change based on need.) Shift time from 10:00 p.m. – 6:30 a.m.

Run M30 Sweeper/Scrubber vehicle on a rotational schedule in all structures Close all restrooms for deep cleaning floor-to-ceiling
Sweep, mop, and wipe down all stairwells and landing areas Conduct pan and broom maintenance throughout structures Document maintenance issues for reporting
Shift time from 8:00 a.m. - 4:30 p.m.

Clean restrooms (empty trash, clean toilets/urinals, clean sinks, counters, mirrors, and replenish toiletries as needed)
Remove, or paint over, graffiti
Remove debris as needed
Conduct pan and broom maintenance as needed
Shift time from 2:30 p.m. – 11:00 p.m.

Clean restrooms daily (empty trash, clean toilets/urinals, clean sinks, counters, mirrors, replenish toiletries as needed
Sweep/mop restroom as needed
Pull all trash (2/3rds full) and replace bags on every level of parking structures and wipe down cans Wipe down all structure interior signage as well as fire and electrical boxes Remove or paint over any graffiti that is reported or found Clean up all spills as necessary
Conduct pan and broom maintenance as needed
Lincoln Blvd and Colorado Ave Maintenance Schedule
Lincoln Blvd Shift time from 7:00 a.m. – 6:00 p.m.

Sweep and clean all sidewalks on east and west side of Lincoln Blvd from Colorado to Wilshire Wipe down and clean all public infrastructure as needed Document maintenance issues for reporting
16 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Colorado Ave Shift time from 8:00 a.m. – 9:30 p.m.

Sweep and clean sidewalks on north and south side of Colorado Ave from Ocean Ave to Lincoln Blvd Wipe down and clean all public infrastructure as needed Document maintenance issues for reporting
Pressure Washing Schedule
Enhanced Maintenance – Pressure Washing & Deep Cleaning in Downtown DTSM, Inc. conducts pressure washing and deep cleaning services throughout various locations in Downtown. Services are planned to be deployed in accordance with the following minimum schedule, which may be adjusted as resources permit.

Activity Frequency
Zone 1: Third Street Promenade Intersections 4x Annually Zone 1: Alleys (2nd & 3rd Courts) Once a week
Zone 2: Alleys Once a week
Zone 3: Alleys Once every 2 weeks
Zone L: Lincoln Blvd. Sidewalks 4x Annually
Downtown Hotspots (Areas of Need) As Needed
Parking Structure Stairwells (Areas of Need) Once a week Restroom Monitoring Schedule
The following restrooms are monitored and provided ongoing custodial services during all hours of public operation. (Per matrix, wipe downs every 15 minutes light cleaning twice a day, and deep cleaning nightly)
● Parking Structure #2 (during Farmer’s Market)
● Parking Structure #4
● Parking Structure #5
● Tongva Park
● Reed Park
17 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) General Maintenance Schedule
In order to care for infrastructure and improve the aesthetic of Downtown’s public spaces, DTSM completes the following routine maintenance activities during the course of a year.

Activity Frequency
Paint Public Infrastructure As Needed
Dinosaur Landscaping Refresh / Replant Quarterly/As
Needed
Dinosaur Fountain Maintenance Semi-Weekly/As
Needed
Vector Management Monthly/As
Needed
Tree Light Maintenance As Needed
Promenade Paver Repair As Needed
Sweep and remove trash from Alleys As Needed
18 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) City of Santa Monica Public Works Maintenance Service Matrix The following pages contain a matrix outlining the services in Downtown provided by the Promenade Maintenance team of the City of Santa Monica Public Works Department. It is the responsibility of DTSM, Inc. to ensure maintenance work meets or exceeds the minimum levels of service established on creation of the assessment district.

Section - 3
rd Street Promenade:

From the north side of Wilshire to the south side of Broadway Shifts: Effective
1 = 5:00am to 1:30pm. 7 days a week
2 = 2:00 p.m. to 10:30 p.m. 7 days a week
3 rd Street Promenade Maintenance:

Service Description Frequency Shift
Pedestrian Walkways:

Sweeper
Scrubber
Pressure Washer
Pre-treat stains and
spot pressure wash
Picks up large debris
Picks up small debris, applies
degreaser, scrubs pavement
& recovers excess water
Steam cleans in places
scrubbers can’t reach
Degreaser applied with
hand-sprayer
Once daily, 7 days a week
Once daily, 7 days a week
Once daily, 5 days a week
As needed
1 1
1 1
Monitoring Walk site, sweep & remove
debris
• Daily and as needed 1 or 2
Drinking Fountains (7) Spray & wipe • Daily and as needed 1 or 2 19 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Section - 3
rd Street Promenade, Promenade Maintenance, Cont’d.

Service Description Frequency
Trash Containers (40) Wipe top, remove trash,
replace bag
• Four times daily, Mon. – Thu.
• Five times daily, Fri. – Sun. &
Holidays
Trash Container Liners (40) Steam clean/wipe down
from the inside &
deodorize
• Weekly as needed
Stainless Steel Bollards (27) Spray & wipe, steam
clean
• Once daily
Directories (7) Spray & wipe • Once daily
Sculptures (9) Spray & wipe • Once daily, as needed
Graffiti Remove • As needed
Dinosaur Pools (4) Remove debris • As needed
Special Events Extra trash containers &
general maintenance
frequencies
• As needed
Spot Cleaning &
Customer Calls
Additional cleanings,
graffiti, broken glass,
animal waste, etc.
• As needed
Off Duty
Emergency Call-outs
Oil spills, electrical, water,
accidents, etc.
• As needed
20 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Section – 3
rd Street, Public Landscape:

Service Description Frequency Shift
Tree Trimming 3,790 sq. ft.
(154)
Regular • Once, yearly (spring) Mariposa
Tree Well Maintenance
3,790 sq. ft. (154)
Inspect for grate or
decomposed granite
displacement and/or debris &
litter
Clean debris, reset tree grates
• Daily
• As needed, based
upon inspections
Landcare
Succulents & Topiaries
(Dinosaur fountain
planters)
2,000 sq. ft.

Prune & shape topiaries
Weed and detail succulent
beds
• Once every six weeks
• Weekly, as needed
Landcare
Irrigation Inspection Check system and controller
for proper settings
• Weekly, as needed Landcare/ In
House
Fountain Maintenance Maintain fountains and
provide cleaning service for
the Topiary pools
• Twice weekly California
Waters
21 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Section - Parking Structures:

Shifts: Effective 1/1/15
1 = 5:00 a.m. to 1:30 p.m. 7 days a week
2 = 2:00 p.m. to 10:30 p.m. 7 days a week
Parking Structures (Civic, Main Library and Ken Edwards) Promenade Maintenance:

Service Description Frequency Shift
Bin Rooms
PS 1-6
Pressure wash, degrease, or
scrub. Organize trash and
recyclables.
• Once daily, 7 days a
week
• Once 7 days a week
1 or 2
Clarifiers:

Structures 2-6
Clean out sludge
Remove restaurant grease
• Monthly
• As needed, contracted
(Facilities)
Contractor
Parking Structures, Public Landscape:

Service Description Frequency Shift
Planter
Maintenance
(ground level
planters in Structure
1 only) 5,900 sq. ft.

Pick up litter & debris
Water plants
Prune shrubs
• Daily
• Manually, as needed
weekly
• Every 6 weeks
Landcare
22 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Section – Colorado Blvd., Arizona Avenue & Wilshire Boulevard:

Sidewalks on both sides of streets from east side of Ocean Avenue to alley between 5 thand 6th
Streets.

Ocean Ave east side, 2
nd and 4th Streets both sides:

Sidewalks on both sides of streets from north of Wilshire Boulevard to south of Colorado Avenue.

Shifts: Effective 1/1/15
1 = 5:00 a.m. to 1:30 p.m. 7 days a week
2 = 2:00 p.m. to 10:30 p.m. 7 days a week
Colorado Blvd., Arizona Avenue & Wilshire Boulevard, 2
nd & 4th Streets, Promenade Maintenance
Service Description Frequency Shift
Pedestrian Walkways:

Sweeper
Scrubber (South Side)
Pressure Washer
Pre-treat stains/spot
pressure washing
Picks up large debris
Picks up small debris, applies
degreaser, scrubs pavement
& recovers excess water
Steam cleans in places
scrubbers can’t reach
Degreaser applied with
hand-sprayer
• 5 x a week
• 3 x a week Once
daily
• 4 x a week
1 1
1 1
Monitoring Walk site, sweep & remove
debris
• Daily, as needed 1 & 2
Bus Stop Steam clean • As needed 1 & 2
23 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Trash Containers (74) Wipe top, remove trash, replace
bag
• Twice daily, as
needed
1 & 2
Trash Container Liners
(74)
Steam clean & deodorize • As needed 1 or 2
Section - Colorado Blvd., Arizona Avenue & Wilshire Boulevard and Ocean Ave., 2 nd&
4 th Streets, Promenade Maintenance, Cont’d.

Service Description Frequency Shift
Tree Wells Rake out debris & weed out • As needed 1 or 2 Spot Cleaning &
Customer Calls
Additional cleanings, graffiti,
broken glass, animal waste, etc.
• As needed, 7
days a week
1 & 2
Off Duty
Emergency Call-outs
Oil spills, electrical, water,
accidents, etc.
• As needed
24 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Section - Public Landscape,
2 ND & 4th Street
Service Description Frequency Shift
Tree Trimming (182) Regular • Every 2 years West Coast
Arborists
Tree Well Maintenance
(182)
Backfill tree wells with
decomposed granite
• As needed 1 or 2 and
PLD
Arizona Ave.

Service Description Frequency Shift
Tree Trimming (46) Regular • Every 2 years West
Coast
Arborists
Tree Well Maintenance
(61)
Backfill tree wells with
decomposed granite
• As needed 1 & 2
Wilshire Blvd.

Service Description Frequency Shift
Tree Trimming (66) Regular • Every 2 years West
Coast
Arborists
25 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Section - Transit Mall:

Sidewalks on both sides of the streets:
• Broadway east side of Ocean Avenue to alley between 5 thand 6th Streets.
• Santa Monica Boulevard from east side of Ocean Avenue to alley between 5 th
and 6
th Streets.

Shifts: Effective 1/1/15
1 = 5:00 a.m. to 1:30 p.m. 7 days a week
2 = 2:00 p.m. to 10:30 p.m. 7 days a week
Transit Mall, Promenade Maintenance:

Service Description Frequency Shift
Monitoring Walk site, sweep & remove
debris
• Daily 1 & 2
Benches (241) Spray & wipe, polish wood • Once daily, as needed
1 or 2
Drinking Fountains (3) Spray & wipe • Daily, as needed 1 or 2 Trash Containers (36) Wipe top, remove trash,
replace bag
• Four times daily 1 & 2
Trash Container Liners
(36)
Steam clean & deodorize • As needed 1
Bollards (40) Spray, wipe & polish • Once daily, 5 days a week
1 or 2
Informational Signs (6) Spray & wipe • Once daily, 5 days a week
1 or 2
26 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Arbors (6) Spray & wipe • Once daily, 5 days a
week
1 or 2
Graffiti Monitor & Remove • As needed 1 & 2
Spot Cleaning & Customer
Calls
Additional cleanings,
graffiti, broken glass,
animal waste, etc.
• As needed 1 & 2
Off Duty
Emergency Call-outs
Oil spills, electrical, water,
accidents, etc.
• As needed
Section - Transit Mall, Public Landscape:

Service Description Frequency Shift
Tree Trimming
(193)
Regular • Every 2 years West Coast
Arborists
Tree Well Maintenance Inspect for grate
displacement and/or
debris & litter
Clean debris, reset tree
grates
• Daily
• As needed, based
upon inspections
Landcare /
PLD
Irrigation Inspections Check system and
controller for proper
settings
• Weekly Landcare /
PLD
Monitoring Remove debris from tree
wells
• Daily Landcare
27 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Section – Colorado, Broadway, Santa Monica Blvd., Arizona Avenue & Wilshire Boulevard:

Sidewalks on both sides of streets from east side of 5
th
to the alley east of 7
th St.
5 th
, 6
th and 7th Streets:

Sidewalks on both sides of streets from north of Wilshire Boulevard to south of Colorado Avenue.

Service Description Frequency Shift
Pedestrian Walkways:

Sweeper
Scrubber
Pressure Washer
Pre-treat stains/ and spot
pressure wash
Picks up large debris
Picks up small debris,
applies degreaser, scrubs
pavement & recovers
excess water
Steam cleans in places
scrubbers can’t reach
Degreaser applied with
hand-sprayer
• Twice weekly
• Once every three
weeks
• Once every three
weeks
• as needed
1 1
1 1
Monitoring Walk site, sweep &
remove debris
• As needed 1 or 2
Tree Well Maintenance Clean debris
Remove and spray for
weeds
• Daily, as needed
• As needed, based
upon inspections
1 1
28 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Section - Alleys:
● 1
st Court: Between Ocean Avenue & 2nd Street from north side of Wilshire Boulevard to south side of Colorado Avenue.
● Mall Court West: Between 2
nd Street and 3rd Street from north side of Wilshire
Boulevard to south side of Broadway.
● Mall Court East: Between 3
rd Street and 4th Street from north side of Wilshire
Boulevard to south side of Broadway.
● 4
th Court: Between 4thand 5th Streets from north side of Wilshire Boulevard to south side of Colorado Avenue.
● 5
th Court: Between 5th Street and 6th Street from north side of Wilshire Boulevard to south side of Colorado Avenue.
● 6
th Court: Between 6th Street and 7th Street from Colorado to Wilshire ● 7
th Court: Between 7th Street and Lincoln Blvd. from Colorado to Wilshire Shifts: Effective 1/1/15
1 = 5:00 a.m. to 1:30 p.m. 7 days a week
2 = 2:00 p.m. to 10:30 p.m. 7 days a week
2:00 p.m. to 10:30 p.m.

Alleys, Promenade Maintenance:

Service Description Frequency Shift
Mall Court East & West
Sweeper/ Mobile
Vacuum / scrubber
Picks up small debris, applies
degreaser, scrubs pavement &
recovers excess water
• 5 days a week 1
Monitoring Walk site, sweep & remove debris • Daily 1 & 2 Spills Apply absorbent, pressure wash
and scrub
• As needed
Spot Cleaning
& Customer Calls
Discarded furniture, appliances,
spills, etc.
• As needed 1 & 2
Graffiti Monitor & Remove • As needed 1 & 2
29 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Weed suppression Remove weeds • As needed,
based upon
inspections
1 or 2
Off Duty
Emergency Call-outs
Toxic spills, electrical, water,
accidents, etc.
• As needed 1 & 2
Section Six - Alleys, Promenade Maintenance, Cont’d.

Service Description Frequency Shift
1stt , 4th, 5th, 6th & 7th
Courts:

Mobile Vacuum Vacuums debris from large areas • 5 days a week 1 Monitoring Walk site, sweep debris • Once daily 1 & 2
•
Spot Cleaning
& Customer Calls
Discarded furniture, appliances,
spills, etc.
• As needed 1 & 2
Graffiti Remove • As needed 1 & 2
Off Duty
Emergency Call-outs
Oil spills, electrical, water,
accidents, etc.
• As needed 1 & 2
Weed suppression Remove weeds • As needed,
based upon
inspections
1 or 2
30 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Section – Colorado Ave. Esplanade:

From east side of 4
th St. to the east side of Ocean Ave
Service Description Frequency Shift
Pedestrian Walkways:

Sweeper
Sweeper / scrubber
Pressure Washer
Pre-treat stains and spot
pressure wash
Picks up large debris
Picks up small debris, applies
degreaser, scrubs pavement &
recovers excess water
Steam cleans in places
scrubbers can’t reach
Degreaser applied with
hand-sprayer
• Once daily, 7 days
a week
• Once daily, 7 days
a week
• Once daily, 5 days
a week (Mon., Tue.,
Thu., Fri., Sat.)
• As needed
1 1
1 1
Monitoring Walk site, sweep & remove
debris
• Daily and as
needed
1 or 2
Trash Containers Wipe top, remove trash,
replace bag
• 4 times daily
•
1 or 2
Trash Container Liners Steam clean / wipe down from
the inside & deodorize
• As needed 1 or 2
Graffiti Remove
• As needed
1 or 2
Landscape General Maintenance-using
current maintenance
specifications requirements
Landcare
31 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Department of Transportation
Downtown Parking Facility Maintenance Matrix
Parking Division Fall 2022 (9/19/2022 Rev. 3)
The Parking Division of the Department of Transportation conducts several related activities in support of Downtown Santa Monica Clean and Safe Initiatives. These operational efforts include:
● SP+ parking contract tasks related to cleanliness and monitoring of facilities ● City Staff inspection roles and management of resources applied to clean and safe activities
● Funding of interdepartmental efforts to provide for basic and enhanced security and cleanliness measures,
● Periodic evaluation of effectiveness of anti-littering, graffiti, and human soiling countermeasures to adapt to changing conditions, and ● Regular collaboration and meeting with DTSM and Public Works – Promenade Maintenance partners to solution more effective and joint cleanliness and safety countermeasures.

The role of the parking contractor, SP Plus, Inc. in accomplishing basic clean and safe measures is significant and are done over three daily work shifts. The following tables describe specific tasks accomplished by SP+.

SP Plus, Inc. – Working Shifts: Effective 7/1/2022
1 = 7:00 a.m. to 4:00 p.m. (Daily/ Office: Monday to Friday) 2 = 3:00 p.m. to 11:30 p.m. (Daily)
3 = 11:00 p.m. to 7:30 a.m. (Daily)
M = 5:00 a.m. to 1:30 p.m. (Porters/ Maintenance Team: Monday to Friday) On succeeding pages are found the activities that SP Plus performs to assist with Clean and Safe Initiatives. Downtown Parking Structures 1, 2, 4, 5, 6, and 9:
9/23/2022 1
Department of Transportation
Downtown Parking Facility Maintenance Matrix
Parking Division Fall 2022 (9/19/2022 Rev. 3)
32 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Service Description Frequency Shift
Public Elevators:

Usability Inspection
Preventive
Maintenance
Major Repairs
Up-time Reports
Daily inspection of all
publicly accessible
elevators OTIS conducts
monthly inspections/ minor
repairs
As-needed safety,
electronic, & mechanical
repairs Administrative
reporting of elevator
availability
• Once daily, 7 days a week
• Monthly
• Once daily, 5 days a week
• By 5
th of each Month
1 1
1 1
Parking Structure Safety Measures (PS 1, 2, 4, 5, & 6)
Service Description Frequency Shift
Fire Alarm Testing Scheduling of routine testing
functions, subcontracts with
Allen Alarm and OTIS
• Four times annually 1
Fire Alarm Repairs SP+ subcontracts with ADT
and Redhawk to conduct
on the spot repairs
• As needed 1, 2, & M
Public Restrooms –
Plumbing Issues
SP+ porters and
subcontractors on-call to
repair and replace stuck
plumbing
• As needed M
Public Restrooms –
fixture replacements
SP+ porters replace broken
sinks, urinals, toilets, mirrors,
hand dryers, and doors
• Inspection once daily, 7
days/week. • Fixture
replacement as needed
M and 1
PS 6 Emergency
Generator
Annual inspection and
testing of
emergency diesel/electric
generator
• Annual inspection by
subcontractor
M
Lighting Inspect stairwell, lobby, and
drive aisle lighting, replace
damaged or failed bulbs
• Inspect daily/ 7 days/week
• Replace as needed in
batches, weekly
M
33 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Packet Pg. 94
Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Graffiti
Countermeasures
SP+ collaboration with DTSM/
PW-PM, performs final paint
top coat
• Inspection once daily, 7
days/week. • As needed final
top-coat paint applied after
PW or DTSM graffiti removal.
1 & 2
Homeless Sweeps Monitor and report
encampments in parking
facilities to SMPD.
• Inspection once daily, 7
days/week.
1 Clarifiers/ Sanitary
Sewer Inspections
Inspect and clean out
sumps, clarifiers, and sewers
as Preventive Maintenance
• PS 1 twice per year, PS 2, 4, &
5 restroom lines three times per
year.

M
Storm Drain Cleaning Inspect and clean out storm
drains in parking facilities
• As needed or at least annually M
Storm Drain Repairs Toxic spills, water accidents,
pipe and catchment
replacements
• As-needed in collaboration
with PW - Facilities Maintenance
Division
1, 2 & M
Safety and Guide Signing, Pavement Stencils, Flex Posts: PS 1, 2, 4, 5, 6, 9 & 10) Service Description Frequency Shift
Safety Signage and
Guidance Signage
SP+ inspects daily and
cleans or replaces
damaged signs
• Inspection once daily, 7
days/week. • Sign replacement
as-needed in batch
M
Curb Painting,
Pavement
delineation
Refresh curb paint and
apply pavement stencils.
• Refresh paint one parking
structure per month, ongoing all
year.

M
Plastic Flex Points,
rubber-clad
bollards
Inspect and replace lane
posts in
structures and downtown
surface lots
• Inspect Weekly
• Replace in batches bi-monthly
M
Mirrors Parking structure Exit mirrors
at alleys and streets
• Inspect once daily, 7 days/ week
• Replace/ adjust weekly
M
Hand-rails, stair
treads, barricades
Inspection, light cleaning,
repaint metal hand-rails or
replace stair treads as
needed
• Inspect once daily, 7 days/week
• Repaint weekly
• Replace treads/flooring as
needed
M
34 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Pavement/
Concrete Repairs
Inspect and monitor,
arrange with subcontractor
for minor repairs. Consult
with Public Works
-Arch/Engr divisions as
necessary for extensive
repairs
• Inspect and report minor damage
once daily, 7 days per week
• Assign subcontractor to conduct
minor repairs in batches every two
months
1, 2 & M
Lane striping,
parking stalls,
directional arrows
Inspect and monitor wear
of lane striping, parking
stencils, arrows, and related
pavement markings
• Inspect weekly
• Assign subcontractor to refresh
pavement markings every two
years
• Conduct spot repainting as
needed
M
Parking Structure Access and Revenue Control Systems (PARCS) Ken Edwards Center; Main Library; Civic Center, PS 1, 2, 4, 5, 6, 7, 8, 9 & 10 Service Description Frequency Shift
Ticket and
Pre-paid
Scanning Kiosks
and Pay-on-Foot
Machines
Inspect, replace
stock, repair
damaged customer
interfaces, and
conduct preventive
maintenance.
• Inspect once daily, 7 days/week •
Replace ticket stock and money trays as
needed,
• Conduct repairs as needed
1 & 2
Entry & Exit Gate
arms
Inspect and replace
as need, daily
• Inspect safe and proper operation of
gate arms
• Replace as needed
1 & 2
Ken Edwards
Center Parking
Structure
Inspect and monitor
PARCS machines
Inspect gate arms
• Once daily, 7 days/week
• Replace as needed
1 or 2
1 or 2
Main Library
Parking Structure
Inspect coin, cash,
and credit card
readers, change
dispensers
Inspect gate arms
• Once daily, 7 days a week
• Replace as needed
1 & 2
1 & 2
Civic Center
Parking Structure
Inspect coin, cash,
and credit card
readers, change
dispensers
Conduct incidental
• Once daily, 7 days a week
• Once daily, 5 days a week
• Once daily, 5 days per week
1 or 2 or 3
M or 1
1, M
35 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) pan & broom clean
up Inspect Lighting,
fire alarms, elevators
Cash and ticket
pullers
Inspect coin, cash,
and credit card
readers, change
dispensers
• Once daily, 7 days/week
• Replace/ repair as needed
1 or 2 or 3
Customer
Interface,
Communication
equipment
Inspect voice,
speaker, and pin-hole
camera
communication
system
• Once daily, 7 days/week 1
-End36
DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Exhibit C: Insurance Requirements and Verification
DTSM Insurance Requirements
DTSM 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 DTSM, its agents, representatives, employees or sub-contractors.

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

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

3. Property Insurance: Insurance covering all personal property stored on the premises. The policy shall be written on an “all risks” basis (excluding earthquake) and insure the personal property at full replacement cost.

4. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).

5. Commercial Crime Policy: Insurance that covers employee theft, forgery or alteration, and robbery with limits of no less than $500,000 per occurrence.

6. Non-Profit Directors and Officers Liability: 1,000,000 per occurrence, $1,000,000 aggregate.

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

Other Insurance Provisions

1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of DTSM including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) provided in the form of an endorsement to the DTSM’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, DTSM’s insurance shall be primary coverage as least as broad as Insurance Services Office Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the DTSM’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica. d. Waiver of Subrogation: DTSM hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said DTSM may acquire against the City of Santa Monica by virtue of payment of any loss. DTSM agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

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

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

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M.

Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.

Verification of Coverage
DTSM shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences.

However, failure to obtain required documents prior to the work beginning shall not waive DTSM’s obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.

Failure to Maintain Insurance Coverage
DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) If DTSM, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from DTSM resulting from said breach.

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

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

Third Party Insurance Requirements
DTSM shall require and verify that every subcontractor or agreement of any kind entered into between DTSM and a third party (or between any DTSM subcontractor and others) procure and maintain for the duration of this 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 third party, its agents, representatives, employees, or subcontractors.

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

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $8,000,000 per occurrence for subcontractors providing security services and limits of no less than $2,000,000 per occurrence for all other subcontractors. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2 Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Subcontractor has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.

2. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).

3. Professional Liability (Errors and Omissions): Insurance appropriates to the Subcontractor’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate, if applicable.

If the Subcontractor maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to the broader coverage or higher limits maintained DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Packet Pg. 100 Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) by the Subcontractor. 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
The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Subcontractor including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Subcontractor’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37). b. Primary Coverage: For any claims related to this Agreement, the Subcontractor’s insurance shall be primary coverage as least as broad as Insurance Services Office Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Subcontractor’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica. d. Waiver of Subrogation: Subcontractor hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Subcontractor may acquire against the City of Santa Monica by virtue of payment of any loss. Subcontractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

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

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

DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Packet Pg. 101 Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M.

Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.

Verification of Coverage
Subcontractor shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Subcontractor’s obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.

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

Footnotes
# 1: Workers’ Compensation insurance coverage is not required if the Subcontractor does not have employees. The Subcontractor must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.

DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590

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Packet Pg. 102 Attachment: DTSM Master Services Agreement (6603 : DTSM Private Security) DTSM, Inc. Summary of Services Report: Legion Corporation Background
To address the evolving needs of Downtown Santa Monica businesses and stakeholders, DTSM, Inc. worked with the City of Santa Monica to amend its Services Agreement. This amendment facilitated the introduction of a one-year pilot program for private security services in the district, currently managed by Legion Corporation. The program officially commenced on December 1, 2023.

Summary of Services
Legion Corporation has deployed security officers daily throughout the district from 6 AM to 10 PM. Deployment specifics include two officers assigned to Zone 1, two officers to Zone 2, and two officers collectively covering Zones 3, O, and L. These officers are tasked with responding to incidents reported by the community as well as those observed during their patrols.

On June 27, 2024, Legion Corporation submitted a six-month progress report to the DTSM, Inc.

Board of Directors, summarizing their activities and interactions. The report highlighted 1,569 interactions with brick-and-mortar businesses and 4,509 interactions with Santa Monica visitors.

The most common incidents responded to were 1,274 incidents of trespassing, 3,716 incidents of observed drug use, and 3,836 incidents of prohibited activities on the Third Street Promenade, which include smoking, bicycle riding, and skateboarding.

Program Feedback
During the Board meeting, Lieutenant Geraldo Leyva of the Santa Monica Police Department (SMPD) commended the efforts of Legion Corporation’s officers and noted their valuable contribution to public safety. Additionally, Legion Corporation presented positive feedback from businesses and visitors, reflecting strong community support for the program.

DTSM, Inc. conducted a survey among commercial property owners and businesses to further assess the program's effectiveness. The survey revealed that 86.4% of respondents wanted the program to continue through the end of Fiscal Year 2024/2025. Many respondents underscored the program's critical importance to the community by providing specific feedback.

Next Steps
At the July 26, 2024, Board meeting, DTSM, Inc. resolved to formally request the City of Santa Monica to amend its Services Agreement, aiming to extend the Downtown Private Security Program. DTSM, Inc. has also secured funding to sustain the program through the end of the current fiscal year. DTSM, Inc. now seeks to amend its Services Agreement with the City of Santa Monica to continue the program indefinitely.

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Packet Pg. 103 Attachment: DTSM Private Security Pilot Program Report (6603 : DTSM Private Security) City Council
Report
City Council Meeting: November 11, 2024
Agenda Item: 5.B
1 of 2
To: Mayor and City Council
From: Nikima Newsome, City Clerk, Records and Election Services Department Subject: Adoption of a Resolution Establishing the 2025 Council Meeting Dates Recommended Action
Staff recommends that the City Council:

1. Adopt the attached resolution establishing the 2025 Council regular meeting calendar; and

2. Adopt a finding that the resolution is not a project subject to the California Environmental Quality Act (CEQA).

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

Discussion
Santa Monica City Charter section 611 states:

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

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

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Environmental Review
This resolution is not a “project” subject to CEQA. The resolution is procedural in nature and establishes the City Council’s regular meeting schedule for the 2024 calendar year. Pursuant to CEQA Section 21065, the project does not meet the definition of a “project” subject to CEQA as it will not “cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment”. Additionally, per Section 15378(b) of the CEQA Guidelines, a “project” does not include continuing administrative or maintenance activities, such as purchases for supplies, personnel-related actions, general policy and procedure making.

Therefore, the adoption of the resolution is not subject to CEQA.

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

Prepared By: Nikima Newsome, City Clerk
Approved Forwarded to Council
Attachments:

A. Reso_2025 meeting schedule

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1 City Council Meeting November 11, 2024 Santa Monica, California RESOLUTION NUMBER _________ (CCS)
(City Council Series)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA MONICA ADOPTING THE 2025 COUNCIL MEETING CALENDAR WHEREAS, pursuant to Charter section 611, the City Council establishes its regular meeting schedule for the year, and
WHEREAS, the Council now wishes to adopt the 2025 meeting schedule set forth below.

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

SECTION 1. Pursuant to Charter section 611, the City Council establishes the following revised regular meeting calendar for the year 2025:

January 14 (cancelled), 28
February 11, 25
March 11, 25
April 8, 22
May 13, 27
June 10, 24
July 8, 22
August 12, 26
September 9, 23
October 14, 28
November 11, 25
December 9, 16
SECTION 2. A scheduled regular meeting may be subject to cancellation by the City Clerk for anticipated lack of quorum, and a regular meeting may be added by Council amending this Resolution.

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Packet Pg. 106 Attachment: Reso_2025 meeting schedule [Revision 1] (6609 : Adopt Resolution establishing the 2025 Council meeting dates) 2 SECTION 3. The City Clerk shall certify to the adoption of this Resolution, and thenceforth and thereafter the same shall be in full force and effect.

APPROVED AS TO FORM:
_________________________
Douglas Sloan, City Attorney

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Packet Pg. 107 Attachment: Reso_2025 meeting schedule [Revision 1] (6609 : Adopt Resolution establishing the 2025 Council meeting dates) City Council
Report
City Council Meeting: November 11, 2024
Agenda Item: 5.C
1 of 4
To: Mayor and City Council
From: Anuj Gupta, Director of Transportation, Department of Transportation, Transit Planning & Performance
Subject: Approval of Fourth Modification of Agreement with Trapeze Software Group for Scheduling Support Services and Run-cutting Activities for the Department of Transportation
Recommended Action
Staff recommends that the City Council:

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

Summary
Big Blue Bus (BBB), a division of the Santa Monica Department of Transportation (DOT), operates 194 transit buses across 69 square miles of greater Los Angeles providing more than 800,000 rides each month. DOT’s Transit Planning and Performance Division is responsible for planning and scheduling Big Blue Bus service.

Three times a year, the division develops a service plan with updated operating schedules and service changes informed by customer feedback, historical operational data and the City Council-approved Service, Design, Performance and Evaluation Guidelines. To operationalize each service plan, the division relies on scheduling support services, currently provided by Trapeze Software Group (Trapeze), to create

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work runs for operators and related materials (such as run guides, paddles and bid sheets) using DOT-licensed Trapeze vehicle and operator scheduling software. To maintain stability in operationalizing service plans while DOT continues to advance the procurement of a comprehensive vehicle and operator scheduling software system, staff recommends a fourth modification to Trapeze’s agreement for scheduling support services that would extend the term of the contract for one year. This fourth modification would also add $149,000 to the contract for a new not-to-exceed amount of $520,600.

Discussion
On June 9, 2020, the City issued a Request For Proposals (RFP) for transit scheduling support services. The Division required this support to operationalize service planning starting with the September 2020 service change. Trapeze was awarded the contract to provide scheduling support services outlined in the RFP. Trapeze, working with DOT planning staff, configures work runs and related materials based on information provided by DOT staff. By means of a first, second and third modification to the agreement, Trapeze has continued support through the December 2024 service change.

A fourth modification to Trapeze’s scheduling support agreement is needed while DOT engages in the procurement of a comprehensive vehicle and operator scheduling software system that would provide staff the ability to schedule all service changes without the support services provided in this recommendation. Staff expects that the solicitation for this software will be released in early 2025.

The recommended modification will support three (3) service changes, tentatively scheduled for April 2025, August 2025 and December 2025.

Environmental Review
This contract modification is categorically exempt from CEQA pursuant to Section 15061(b)(3) (Common Sense Exemption) of the CEQA Guidelines which states that CEQA does not apply “where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” The

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modification will allow the City to continue to provide service to Big Blue Bus customers.

Therefore, it can be seen with certainty that the agreement would not result in adverse physical impacts on the environment, and as such, is exempt from CEQA.

Past Council Actions
Meeting Date Description
7/27/2021
(attachment A)
Execute a second modification to Contract 3571 with
Trapeze Software Group, to increase the contract amount by $280,000 (NTE $371,600) and extend the term by two
years, through December 2023
Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the Big Blue Bus Fund to increase the amount of the contract with Trapeze Software Group for scheduling support services.

Contract Modification Request: Trapeze Software Group
Agreement
#
Current
Authorized
Amount
FY 2024-25
Request
Amount
Future
Years
Amount
Dept Account # Total
Revised
Contract
Amount
3571 $371,600 $75,000 $74,000 60600016.552013 $520,600
Future year funding is contingent on Council budget approval.

Prepared By: Jessica Saks, Administrative Analyst
Approved Forwarded to Council
Attachments:

A. Contract 3571_Original Agreement
B. Contract 3571_1st Modification

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C. Contract 3571_2nd Modification
D. Contract 3571_3rd Modification
E. Levine Act Disclosure
F. Oaks Initiative

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Contract No. 3571 (CCS)

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica (“City”) and Trapeze Software Group, Inc. (“Trapeze”), is made with reference to the following:

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

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

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

C. The City and Trapeze now desire to enter into an agreement for Trapeze to provide professional services to City. Trapeze will perform these professional services in part using software that City has previously licensed from Trapeze pursuant to Software License Agreement Number 8928 (CCS) executed between City and Trapeze on or about February 10, 2009, as modified, with the latest modification, the Fourth Modification, executed June 4, 2020.

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

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates on June 30, 2021, unless sooner terminated in accordance with Section 14.

2. Trapeze Services. Trapeze will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Trapeze will complete the Services in accordance with Exhibit A-1, Trapeze’s submittal in response to the informal Request for Proposals issued by City on June 9, 2020 (the “RFP”) Scope of Services, and Exhibit B, Budget.

3. City Services. The City agrees to:

3.1 Make available to Trapeze any currently existing documents, data or information required for the performance of the Services.

3.2 Designate a representative authorized to act on behalf of City.

3.3 Promptly examine and render findings on all documents submitted for staff review by Trapeze.

DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 8/11/2020

5.C.a
Packet Pg. 112 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze)

4. Compensation. The City will compensate Trapeze for the Services performed in an amount not to exceed $54,550, as set forth in Exhibit B, Budget. This amount includes $29,950 to cover the original scope of work established by the RFP, as well as an additional $24,600 to cover the expanded scope of work that was established subsequent to Trapeze’s submittal in response to the RFP and the award of the bid to Trapeze..

5. Invoices. Trapeze will invoice the City for the Services in accordance with Exhibit B, Budget, and the City will pay any undisputed amount within 30 days of receipt. In the event of an invoice dispute, City shall have ten (10) business days from date of receipt of invoice to advise Trapeze of the reasons for disputing the invoice in question. If Trapeze has not received such notification within such time frame, the invoice in question shall be deemed accepted by City.

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

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

Big Blue Bus
City of Santa Monica
1620 6th Street
Santa Monica, California 90401
Attention: Eric Hoch
Re: Contract No. <3571>
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. <3571>

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

Trapeze
5265 Rockwell Dr. NE
Cedar Rapids, Iowa 52402
Attention: Legal Department
Tel: (319) 329 9054 / Email: [email protected] Re: Contract No. <3571>
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 113 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze)

7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.

Neither the City nor its officers or employees will have any control over the conduct of Trapeze or any of Trapeze’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.

8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement.

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

9. Insurance. Prior to commencing work, Trapeze 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 Trapeze or Trapeze’s agents, representatives, employees or subconsultants for the duration of this Agreement. Trapeze must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements.

10. Defense, Indemnification, and Limitation of Liability.

10.1 Indemnification. As to Trapeze's Services produced under this Agreement, Trapeze agrees to defend, indemnify, protect, and hold harmless the City, its officers, boards and commissions, and employees(collectively,"City Indemnitees")fromand against any and all third party liability, claims, demands, damages, or costs, including attorney's fees, or payments for injury to any person or property (collectively, "Losses") caused or claimed to be caused by the negligent acts, errors and/or omissions or wilful misconduct of Trapeze, or Trapeze's employees, officers, and subconsultants. If Trapeze fails to defend the City Indemnitees hereunder, City has the right to conduct the defense and seek reimbursement for reasonable costs of defense from Trapeze, if City chooses to do so.

10.2 Enforcement Costs. Trapeze agrees to pay any and allcosts the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1. subject to an award as determined by a court of competent jurisdiction.

10.3 Exclusion of Claims and Liability. Except with respect to the indemnification provisions set forth in Section 10.1 and except with respect to claims arising from Trapeze's negligence or wilful misconduct resulting in personal injury, death or damage to tangible property, Trapeze's entire liability and responsibility for any claims, damages or losses whatsoever arising from or in connection with this agreement shall be absolutely limited to twice the total amount of the Services fees paid by the City for the Services under this Agreement.

DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

5.C.a
Packet Pg. 114 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze)

11. Prohibition Against Transfers. Trapeze may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City, which shall not be unreasonably withheld. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer. Notwithstanding the aforementioned, in the event of an assignment or novation of this final contract to a Trapeze affiliate pursuant to a corporate reorganization, Trapeze shall not require the City’s consent. Otherwise, Trapeze expects the City’s consent shall not be unreasonably withheld.

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

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

14. Default and Termination.

14.1 If Trapeze fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of twenty (20) business days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Trapeze.

14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving thirty (30) days’ written notice to Trapeze. Upon termination of this Agreement pursuant to this Section 14.2, City will pay Trapeze any compensation earned and unpaid pursuant to this Agreement, up to the effective date of termination.

15. Compliance with Law. Trapeze must comply with all laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City.

16. Discrimination. Trapeze may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.

17. Nuisance. Trapeze may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of Services under this Agreement.

18. Records.

18.1 Trapeze must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

5.C.a
Packet Pg. 115 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) services provided where compensation is on the basis of hourly rates. Trapeze must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.

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

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

18.3 Trapeze must allow the City to have free access to Trapeze’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit Trapeze’s records, and Trapeze agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by Trapeze, Trapeze agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.

19. Work Product; Reports.

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

19.2 At the City’s reasonable request, Trapeze must furnish reports concerning the status of the Services as described in the Scope of Work, Exhibit A

20. Standard of Care. Trapeze agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of Trapeze’s profession currently practicing in the same locality under similar conditions.

21. Subconsultants.

21.1 If Trapeze proposes to have any subconsultant perform any part of the Services, Trapeze must submit a request for approval in writing, describing the scope of work to be subcontracted and the the name of the proposed subconsultant..

The City, in its reasonable discretion, may grant or deny the request.

21.2 Trapeze will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between Trapeze and any subconsultant (or between any subconsultant and others) must contain the DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

5.C.a
Packet Pg. 116 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) following provision:

This agreement is consistent with all terms and conditions of the Agreement No. 3571 (CCS) entered into between the City of Santa Monica and Trapeze on^^____________________.

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

23. Venue and Jurisdiction. The City and Trapeze agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.

24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time.

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

Exhibit A Scope of Services
Exhibit A-1 Trapeze Submittal In Response to RFP
Exhibit B Budget
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

ATTEST:
______________________________

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

LANE DILG
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________

RICK COLE
City Manager
#VENDOR
By: ________________________________
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2 George Cardona
8/1/2020
Interim City Attorney
Deborah Mills
8/6/2020
VP, Finance
dm
8/11/2020
Interim City Manager
8/11/2020
Lane Dilg
City Clerk
Denise Anderson-Warren
8/11/2020

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Packet Pg. 117 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) Exhibit A
Scope of Services
1 INTRODUCTION
Big Blue Bus (BBB), a City of Santa Monica department, provides fixed route service to more than 58 square miles in greater Los Angeles for over 13.3 million rides each year.

BBB’s fixed route service consists of twenty (20) routes serving 906 bus stops utilizing up to 95 vehicles during peak operations.

BBB currently manages their fixed route scheduling service using the Trapeze FX and Blockbuster(BB)solutions. BBB is seeking Trapeze FX and BB transit scheduling support services for the upcoming September 27th, 2020 service change.

Trapeze is proposing FX and BB services to complete the September 27th, 2020 service change and to support BBB’s requirements for the Transit Scheduling RFP. This statement of work defines the services and deliverables and outlines the required roles, responsibilities, and resource requirements to complete the fixed route scheduling activities for the September 27th service change. 2 TRAPEZE PROFESSIONAL SERVICES

2.1 PERSONNEL
To ensure successful completion of this implementation, Trapeze will utilize the following professional services personnel:
• Project Manager: The centralized point of contact for the project. The project manager is responsible for coordinating project schedules, deliverables and resources required to support the transit scheduling services as identified in this statement of work.
• Technical Product Specialist(s): The primary technical point(s) of contact supporting the installation, data development, configuration, and testing of the Software.

2.2 IMPLEMENTATION METHODOLOGY OVERVIEW
This project will be executed in a phased approach, with key activities identified below:

1. Project Kick-Off

2. Fixed Route Scheduling
3 PROJECT IMPLEMENTATION APPROACH

3.1 PROJECT KICK-OFF
Following contract execution, Trapeze and BBB will hold a remote project kick-off meeting to align stakeholders on project scope and timelines, as well as review roles, DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

5.C.a
Packet Pg. 118 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) responsibilities, key risks and the preliminary project schedule. Project teams from both Trapeze and BBB are expected to attend the kick-off meeting.

DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

5.C.a
Packet Pg. 119 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze)

3.2 FIXED ROUTE SCHEDULING
Trapeze will provide technicalsupport to complete the September 27th, 2020 service change. The following activities, Software support services and data development updates will be completed to meet BBB’s service change requirements:

1. Route Definition
• Changes to two (2) routes and associated patterns

2. Trip building
• Changes to run times on up to five (5) routes for Weekday Service • Modifying the schedule on up to four (4) routes for Weekday Service

3. Blocking
• Re-blocking as required for the modified routes and trips for the Weekday Service Group • Re-assigning garages as required for the Weekday Service Group • Updating vehicle type assignments as required for the Weekday Service Group

4. Runcutting
• Generating up to three (3) runcut scenarios for the Weekday Service Group • Ensuing that the final runcut is compliant with BBB’s current collective bargaining agreement

5. Fixed Route Data Management
• Assistance with running standard FX Data Integrity Checks • Validating potential schedule data issues

6. Reporting
• Assistance with printing Trapeze reports (including paddles) utilizing the modified schedule data

7. OPS and TransitMaster (TM)
• Technical support for the schedule import into OPS and TM as required

3.3 RESPONSIBILITIES AND DELIVERABLES
Activity Trapeze Responsibilities BBB Responsibilities Deliverables Project Kick-Off
• Lead project kick-off
meeting
• Collaborate with BBB in
developing project
schedule
• Assist in developing project
schedule and kick-off
presentation
• Provide inputs for BBB -led
activities
• Provide database backup
• Kick-off meeting
• Kick-off Presentation
(MS PowerPoint)
• Preliminary project
schedule (revised as
necessary)
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

5.C.a
Packet Pg. 120 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) Activity Trapeze Responsibilities BBB Responsibilities Deliverables • Provide branding guide
• Procure signed agreement with
PSP
• Draft Project Plan
Fixed Route
Scheduling
• Perform schedule data
updates
• Support BBB testing
• Review schedule data updates
• Validate OPS and TM data and
imports
• Validate data integrity results
• Completed fixed
route schedule for
the September 27th
service change
4 PROJECT DURATION
This implementation is expected to be completed within two (2) months from the completion of the project kick-off meeting. The project timeline below outlines the expected activities for the September 27th service change:
5 PROJECT MANAGEMENT
Trapeze will provide remote project management support for the entire duration of the project. The Trapeze project manager will be responsible for the successful planning, design, and execution of the project, including effective stakeholder communication, risk mitigation and meeting project milestones. The project manager will be the key point of contact for BBB for the duration of the project. Trapeze will also require BBB assign a project manager for this implementation. The two project managers will work together to ensure consistent dialogue is maintained through well-established communication channels.

In addition to the responsibilities outlined above, Trapeze project managers will also provide the following key services:
• Change Management: If any deliverable(s) will need to be changed mid-project, the project manager will identify the impact of the change and initiate necessary actions to ensure timelines and project costs will be adjusted.
• Milestone Sign-Offs: With each completed milestone, BBB will be asked to sign off on the milestone and confirm agreement with project moving forward.

DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

5.C.a
Packet Pg. 121 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) 6 BBB RESOURCEREQUIREMENTS
Outlined below are estimated resource allocations to support the implementation and effort defined in this statement of work.

Resource Resource Allocation Responsibilities
Project Manager
20% of their time for the
full duration of the
project
• Coordinate all resources from BBB
• Coordinate conference calls and meetings, asrequired
• Coordinate completion of schedule data
• Coordinate BBB activities
• Work with the Trapeze project manager to identify
risks, issues, and mitigations throughout theproject
Subject Matter
Experts
20% of their time for the
full duration of the
project
• Assist project manager with completion of allschedule changes and updates
• Validate results from the FX data integrity check
• Validate data results from the reports and paddles
System Administrators
/ IT
20% of their time for the
full duration of the
project
• Configure and maintain environments
• Assist with troubleshooting network or technical issues • Provide access to servers as necessary throughout the project
• Maintain system security controls & permissions, user accounts, etc.
7 PROJECT ASSUMPTIONS

1. BBB is responsible for the purchase and installation of any required server hardware (if necessary).

2. BBB will provide Trapeze with full remote access to their Trapeze FX and Blockbuster Software as required (several times per week during project). VPN access is preferred.

3. Any services or requests not identified within this statement of work will be considered outside the scope of this engagement and will need to be addressed through a change order. Additional costs may apply based on the nature of the change.

4. Any integration with third party Software or systems will be the responsibility of BBB.

5. All documentation and execution of test cases will be the responsibility of BBB.

6. It is expected that a BBB system administrator will be readily available for all configuration activities.

7. All services will be provided remotely.

8. All Software will take advantage of the existing Trapeze infrastructure, data sources and software unless otherwise stated.

9. All services will be performed using BBB’s existing version of the Trapeze Software.

DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

5.C.a
Packet Pg. 122 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) 8 APPENDIX A – SCHEDULECHANGES
Route Day Type Changes Type of Change Changes Already
Completed
1 Wk
Delete EB trips:
11:06 PM, 11:26 PM, 11:46 PM
Delete WB trips:
11:04 PM, 11:24 PM, 11:44 PM, 12:04 AM
Schedule Runtimes
adjusted
Sa
Delete EB trips:
11:06 PM, 11:26 PM, 11:46 PM
Delete WB trips:
11:04 PM, 11:24 PM, 11:44 PM, 12:04 AM
Schedule
Su
Delete EB trips:
11:06 PM, 11:26 PM, 11:46 PM
Delete WB trips:
11:04 PM, 11:24 PM, 11:44 PM, 12:04 AM
Schedule
2 Wk Route and stop changes Route
Sa Delete WB trips:
7:26 AM Schedule
Su Delete EB trips:
9:10 PM, 9:40 PM Schedule
3 Wk
Delete NB trips:
11:05 PM, 11:25 PM, 11:45 PM, 12:05 AM
Delete SB trips:
11:20 PM, 11:40 PM, 12:00 AM
Schedule Runtimes
adjusted
Sa
Delete NB trips:
11:05 PM, 11:25 PM, 11:45 PM, 12:05 AM
Delete SB trips:
11:20 PM, 11:40 PM, 12:00 AM
Schedule
Su
Delete NB trips:
11:05 PM, 11:25 PM, 11:45 PM, 12:05 AM
Delete SB trips:
11:20 PM, 11:40 PM, 12:00 AM
Schedule
5 Wk Delete EB trips:
6:50 PM Schedule
7 Wk
Copy over Feb 2020 schedule but use Sep 2020
runtimes
Change EB 10:50 PM trip to 11:00 PM start time
Delete EB trips:
11:10 PM, 11:30 PM, 11:50 PM
Delete WB trips:
11:14 PM, 11:34 PM
Runtime /
Schedule
Runtimes
adjusted
Timepoint
removed at Pico
& San Vicente on
EB trips
Sa
Change EB 10:50 PM trip to 11:00 PM start time
Delete EB trips:
11:10 PM, 11:30 PM, 11:50 PM
Schedule Timepoint
removed at Pico
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

5.C.a
Packet Pg. 123 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) Route Day Type Changes Type of Change Changes Already
Completed
Delete WB trips:
11:14 PM, 11:34 PM
& San Vicente on
EB trips
Su
Change EB 10:50 PM trip to 11:00 PM start time
Delete EB trips:
11:10 PM, 11:30 PM, 11:50 PM
Delete WB trips:
10:34 PM
Schedule
Timepoint
removed at Pico
& San Vicente on
EB trips
8 Wk
Delete EB trips:
10:45 PM
Delete WB trips:
10:40 PM, 11:40 PM
Schedule
Sa
Delete EB trips:
10:45 PM
Delete WB trips:
10:40 PM, 11:40 PM
Schedule
Su No change N/A
9 Wk
Calendar school exceptions
Delete NB trips:
8:45 PM
Delete SB trips:
9:20 PM
Calendar /
Schedule
Sa
Rebuild schedule with 40 min headway and new
runtimes
Delete NB trips:
8:45 PM
Delete SB trips:
9:20 PM
Runtime /
Schedule
Su Rebuild schedule with 40 min headway and new
runtimes
Runtime /
Schedule
R10 Wk Route and stop changes Route
R12
Wk
Delete NB trips:
10:17 PM
Delete SB trips:
10:50 PM
Schedule
Runtimes
adjusted
Schedule
adjusted
Sa
Delete NB trips:
10:17 PM
Delete SB trips:
10:50 PM
Schedule
Su No change N/A
14 Wk Calendar school exceptions Calendar
Sa Delete NB trips:
5:16 AM Schedule
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

5.C.a
Packet Pg. 124 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) Route Day Type Changes Type of Change Changes Already
Completed
Su No change N/A
15 Wk Calendar school exceptions Calendar
16 Wk No change N/A
17 Wk
Import weekday schedule from Feb 2020 but
maintain Sep 2020 runtimes
Route and stop changes
Adjust to 15-minute headway between 7:30 and
10:30 AM
Route /
Schedule
Runtimes
adjusted
Sa
Route and stop changes
Delete NB trips:
7:30 PM
Route /
Schedule
Su
Route and stop changes
Delete NB trips:
6:50 AM, 7:20 AM, 7:30 PM
Delete SB trips:
7:35 AM
Route /
Schedule
18 Wk Delete EB trips:
8:00 PM Schedule
Sa Delete WB trips:
7:51 AM, 7:49 PM Schedule
Su
Delete EB trips:
7:20 AM, 7:50 AM, 6:57 PM
Delete WB trips:
7:51 AM, 8:18 AM, 6:46 PM
Schedule
23 Wk Delete all service Schedule
27 Wk Adjust runtimes Runtime Schedule
adjusted
41 Wk No change N/A
Sa Delete trips:
6:30 PM Schedule
Su Delete all service Schedule
42 Wk No change N/A Route not in
service
43 Wk No change N/A
44 Wk No change N/A Route not in
service
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

5.C.a
Packet Pg. 125 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) Exhibit A1
Tapeze Submittal In Response to RFP
(Excluding Appendix B)
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

5.C.a
Packet Pg. 126 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) City of Santa Monica (BBB)
RFP:Transit Scheduling
June 18, 2020
Submitted by:

Trapeze Software Group, Inc.
5265 Rockwell Dr. NE, Cedar Rapids, IA, USA 52402
Marcia Glazier, Inside Account Executive
Tel: (319) 329 9054 Fax: 905-238-8408
[email protected]
<f:rrap eze TM
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

5.C.a
Packet Pg. 127 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) 5265 Rockwell Drive NE, Cedar Rapids, IA USA 52402 l (t)319.743.1000 l (f) 319.366.7406 l [email protected] www.trapezegroup.com Cover Letter
June 18, 2020
Eric Hoch
Transit
Planner
Email: [email protected]
Dear Mr.

Hoch,
RFP: Transit Scheduling
As your current technology partner for Fixed Route Planning, Scheduling, and Operations, Trapeze Software Group, Inc (“Trapeze”) is pleased to submit the response to your Request for Proposal for Scheduling Services.

Trapeze has a long history of innovation and a culture dedicated to setting the standard of what it means to be a market leader. For this reason, we understand and value BBB’s immediate need for scheduling services.

Within the contents of this response, you will find a detailed description of how Trapeze can assist with operationalizing the upcoming schedule changes for your upcoming September 27, 2020 Service Change.

You will see how our solution utilizes in house knowledge of Trapeze’s “State of the Art” scheduling algorithms to effectively coordinate your complex routing systems.

What Does This Mean for BBB?
As a market leader 100% committed to the transit industry, we are uniquely suited to deliver on your vision.

Our solution provides the following benefits:
• Knowledge and familiarity with BBB’s scheduling practices • In house expertise on Trapeze FX and Blockbuster
• Internal support team for testing and troubleshooting integrations with TransitMaster and OPS • A successful track record backed by over twenty-five (25) years of schedulingexperience Our project team has extensive experience leading numerous innovations and implementing successful scheduling-based solutions all across North America. We place a high value on enterprise system integration and focus on creating services that work across platforms and seamlessly exchange data. This efficiency takes the strain off of your staff, saves the organization time and money, and allows you to focus on what matters most – your customers.

DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

5.C.a
Packet Pg. 128 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) 5265 Rockwell Drive NE, Cedar Rapids, IA USA 52402 l (t)319.743.1000 l (f) 319.366.7406 l [email protected] www.trapezegroup.com Trapeze Corporate Information
Company Name: Trapeze Software Group, Inc.

Legal Form of the Firm: Corporation
Incorporated Under the Laws of: Delaware
Address: 5265 Rockwell Dr. NE, Cedar Rapids, IA, USA 52402 Authorized Representative to Bind the
Company:

Deborah Mills, Vice President - Finance
Contact Person During Evaluation Period: Marcia Glazier, Inside Account Executive, (319) 329 9054 or email at [email protected]
EnclosedProposal,AddendaAcknowledgement,Validity
Period
We have enclosed one copy of our proposal on email. Trapeze acknowledges receipt of response to questions on June 12, 2020. Our proposal is valid for one hundred and twenty (120) days from the proposal due date, June 18, 2020.

Trapeze appreciates this opportunity to earn your business. If you have any questions or require additional information, please contact Marcia Glazier, Inside Account Executive, (319) 329 9054 or email by-email at [email protected]
Yours very truly,
TRAPEZE SOFTWARE GROUP, INC.

Deborah Mills
Vice President, Finance
Encl. Trapeze Proposal
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 129 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed TableofContents Table of Contents
Company Profile ......................................................................................................................................... 1 Trapeze Overview....................................................................................................................................................1 Corporate Organization Chart.................................................................................................................................2 Market Commitment...............................................................................................................................................3 Project Team .............................................................................................................................................. 5 Resumes..................................................................................................................................................... 6 Client References ...................................................................................................................................... 7 Implementation plan and timeline............................................................................................................ 8 Trapeze Professional Services ...............................................................................................................................8 Project Implementation Approach..........................................................................................................................8 Price proposal...........................................................................................................................................12 Appendices ..............................................................................................................................................13 Appendix A: Santa Monica Business License......................................................................................................................... 14 Appendix B: Trapeze Software License and Maintenance Agreement.................................................................................. 15 DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 130 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed Company Profile l Page 1 Company Profile
Trapeze Overview
Trapeze provides comprehensive technology solutions to the transportation industry. We make up the People Transportation market segment within Volaris Group Inc. (www.volarisgroup.com) – a company that provides specialized, mission-critical solutions to vertical markets around the world. With thousands of implementations across the globe we understand the unique challenges of public transport. Our solutions improve service and increase efficiency for transit and passenger railroad organizations.

Our North American division provides systems that help run transit and railroad organizations of all sizes, from the smallest community-based agencies to the largest authorities in North America. Our enterprise offering includes back office systems for scheduling and planning, operations and workforce management, business intelligence, faring, safety management, vehicle intelligence, yard management, passenger information, onboard communications systems, and enterprise asset management.

Today’s transportation agencies require integrated systems and we provide the best solutions to meet the needs of all your various stakeholders. Our comprehensive solution bridges the data and communication gap, helping to create a continuous connection linking vehicles, customers, staff, operations and maintenance.

Highlights of our company, team and solution which enable us to deliver this project for City of Santa Monica, • Our customer satisfaction rate and customer retention rate are both consistently over95% • We offer tier-one solutions for mission-critical areas of transit and railroadorganizations • Our proposed end-to-end, off-the-shelf solution meets and may exceed yourrequirements • We make ongoing, significant investments in research and development • Our tenured implementation and support teams have exceptional experience in the industry DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 131 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed Company Profile l Page 2 Office Locations
Corporate Organization Chart
Trapeze Software Group, Inc. is a subsidiary of Trapeze Software ULC, which is a market segment of Volaris Group. Volaris is an operating group of Constellation Software Inc. (CSI) Constellation provides international market-leading hardware, software, and services to a number of industrzies across both the public and private sectors. Founded in 1995, Constellation builds vertical-market software businesses that provide mission-critical solutions for customers in those industries. The organization has more than 15,000 employees worldwide,
supporting a 125,000- strong customer base across more than 100 countries.

CSI is a publicly traded corporation and is listed on the Toronto Stock Exchange (TSX). Based on the requirements of securities law applicable to Trapeze Software ULC’s parent company, Constellation Software Inc., release of any nonpublic financial information outside of those disclosed in the Constellation quarterly and annual filings is prohibited, thus Trapeze cannot directly release any financial data to individual customers. For more information, please see the CSI website (www.http://www.csisoftware.com/).

DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 132 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed Company Profile l Page 3 Market Commitment
We know public transportation – it’s all we do. We have been exclusively dedicated to the industry for over 26 years with over 150 transit and railroad customers using one or more of our tools in North America alone.

Our core values of innovation, integrity, customer value and our people ensure we are committed to continuous investment in our technology applications and in the expertise of our people to help agencies improve their operations and the rider experience.

To help us invest wisely and meet your needs — from product direction to implementation, from training to customer care — we are out of the office observing teams at work, riding transit and rail and understanding the vision and direction for yours and other agencies. We live by the principle that: ‘Nothing Important Happens in the Office’ (NIHITO). There are plenty of people doing extremely valuable work in the office, however, for us to fully understand our customers’ needs now and for the future, we need to engage with them broadly and often, conducting discovery on their properties, experiencing their day to day work, pains and challenges first hand.

Nothing better informs the direction of our tools than understanding the problems they are designed to solve.

DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 133 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed Company Profile l Page 4 Connection with other Trapeze applications enables everyone in your organization to be automatically informed or called to action when required, saving time and money with no duplicated communication or data entry.

Most importantly, our native enterprise integration helps you to radically elevate your riders’ experience while also improving your business with transit intelligence tools.

DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 134 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed ProjectTeamlPage5 Project Team
The proposal must identify the individual designated as the overall Project Manager. This individual will act as the main point of contact for all issues regarding work completed under contract. The proposal must also identify the specific personnel who will be assigned to complete the anticipated scheduling tasks.

Figure 1: Project Organization Chart
GabrielAcevedo
Project Manager
Harry Preston Andres Cruz
TechnicalProduct
Specialist
Sr. TechnicalProduct
Specialist
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 135 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed ResumeslPage6 Resumes
Resumes for project manager and key personnel. Resumes for scheduling personnel must include relevant Trapeze experience DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 136 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) Gabriel Acevedo has over 11 years of experience in customer relationship and managing Software Delivery projects/Systems Integration in a Government setting including Pubic Transit.

EXPERIENCE
2019 – present | PROJECT MANAGER, Trapeze Group
Gabriel is responsible for ensuring the successful delivery of over 14 projects within Professional Services. He is working with several clients and many of Trapeze’s products including OPS, PASS-Web, PASS-APPS, PASS-IVR, PASS-EMAIL, EZ_WALLET, FX/BB and Trapeze Managed Cloud Services
2017 – 2019 | SENIOR IT PROJECT MANAGER – ENTERPRISE
SOLUTIONS, City of Hamilton
Gabriel was responsible for directing, managing, and coordinating team members including resources for multiple projects, including Project Manager(s), staff from other City areas, user groups, internal and external consultants and contractors while maintaining overall control of the schedule and Project(s) Deliverables.
2013 – 2017 PROJECT MANAGER / BUSINESS ANALYST
City of Hamilton – Hamilton Street Rail
Gabriel was responsible for managing a variety of projects related to Transit IT as well as participating in the strategic planning and direction of the Transit Business Applications Section while ensuring successful day-to-day public transit operations (server, application and tool upgrades)
2010 – 2013 TRANSIT BUSINESS APPLICATIONS DEVELOPER
City of Hamilton - Hamilton Street Rail
Gabriel was accountable for supporting internal and external IT transit issues by communicating effectively with all levels of
City staff and vendors. He has hands on experience working with transit management software (Trapeze) applications (Scheduling, Operations, Maintenance, Customer Service, AVL, Communications) as well as knowledge of transit business procedures

EDUCATION
2013 – 2015 MCMASTER - GK
Associates Certificate in IT Project Management
Risk Management, Agile Project Management, Schedule and Cost Control
Gabriel Acevedo
Project Manager

PROJECTS
Fresno Area Express
Implementation of OPS-SIT
SORTA - Southwest Ohio Regional Transit
Authority (Cincinnati)
Implementation of OPS New Work Pay Rules,
Full Suit Migration to Trapeze Managed Cloud
Solution
San Diego - Metropolitan Transit System
(MTS) (San Diego)
Implementation of PASS-WEB – IVR –
EZ_WALLET

REFERENCES
Fresno Area Express
IT Business Manager
Darlene Christiansen
(559) 621-1469
[email protected]
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 137 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) Mr. Preston is a well-known expert in public transport routing and workforce management solutions. He has more than 43 years in designing, developing, and installing computerized business solutions for public transportation operations and greater than 51 years of experience with computer systems.

In his current role, Mr. Preston has controlled and implemented all aspects of new installation projects, from the initial operational review through to the final client signoff. This includes managing and conducting the complete software installation, network integration solutions, client customizations, and data development. He has also directed advanced training programs for clients who have implemented Trapeze’s fixed route transit software.

Mr. Preston has a strong logistics and systems analysis background. Coupled with his years of experience working with transportation providers, he has the knowledge to develop advanced solutions for the requirements of the industry. He excels in providing quality technology solutions in a timely and cost-effective manner.

Since joining Trapeze in 1994 Mr. Preston has been involved with many Trapeze installations, providing solutions for complex routing issues. He has worked with many transportation operations and authorities in North America and the United Kingdom.

EXPERIENCE
1994 - present | Senior Technical Product Specialist, Trapeze Group Mr. Preston is involved in a wide range of products in the Planning, Scheduling, and Operations group. He provides training, data development, and consulting services as well as valuable technical support in many of the Fixed Route implementations. He performs operational reviews to determine the scope of work and customization requirements.

He customizes client specific union contracts for the both FX and BlockBuster run-cutting systems. He provides Customer Care support for Fixed Route clients.

From 1977 - 1994 | Development/Installation Specialist/ Manager, Teleride Sage Prior to joining Trapeze, Mr. Preston worked for the transit software company Teleride Sage where he was responsible for the development, customization, installation and maintenance of a wide range of on-line scheduling, run-cutting, and rostering software packages.

EDUCATION
McMaster University (Hamilton, Ontario)
Ph.D. Mathematical Science - 1969 B.Sc. Mathematical Science - 1964 Harry J.T. Preston
Senior Technical Product Specialist
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 138 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) Mr. Cruz has an extensive operations background and has been part of planning and scheduling overall functions over the last fourteen years. He has experience in firsthand Scheduling, Run Cutting, Rostering, User Training for FX and Blockbuster, Data analysis and Optimization practices. He has a deep understanding of operational management and providing analysis support in development.

EXPERIENCE
2017 - Present | Senior Technical Specialist, Trapeze Group As a Technical Product Specialist, Andres is
responsible for providing technical support to Trapeze
FX-BB customers on new and current project
implementations. This support generally includes
business requirements gathering, product testing and
installation, training, go-live support, and Andres also provides support in any other areas as needed to
satisfy project requirements.
2011 - 2017 | Assistant Manager, WMATA
As the Assistant Manager of Bus Scheduling, Andres
was responsible for overseeing all aspects of Fix Route Scheduling. Helped with efficiencies, performance,
strategies and supported the strategic goals of
improved service delivery. Andres was responsible for
developing training sessions and materials for all users of (FX-BB).

EDUCATION
Moorpark College Cal-State Northbridge
Bachelor of Science: Electrical Engineering
Andres Cruz
Technical Product Specialist

PROJECTS
Halifax Transit
Implementation of FX-Blockbuster-GTFS
Fixed Route Scheduling, Run Cutting, Rostering,
Export interface, Training
Washington Metropolitan Transit Authority
(WMATA)
Fixed Route Bus Optimization, FX-BB Training
Metropolitan Transit Authority of Harris County
(Houston)
Implementation of Blockbuster
Run Cutting, Rostering, Training
Toronto Transit Commission (TTC)
FX Upgrade, CSS Interface
Interface enhancements, FX Training
Sunline Transit Agency (Thousand Palms)
FX, Blockbuster Training
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 139 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed ClientReferenceslPage7 Client References
References must include the name and contact information for client/reference and a description of the services provided (max 3)
Trapeze FX/Blockbuster solution is implemented in more than 125 agencies around the world and is the most widely used scheduling system in North America. Many of your peer, regional agencies use Trapeze FX/Blockbuster to manage schedules including SORTA, TARC, GDRTA and COTA. BBB can be confident that Trapeze will provide a fully featured system that is well established in the industry, from a company that is committed to the People Transportation Market.

Following are the contacts and projects for reference:

San Joaquin Regional Transit District
Name: Damaris Galvan
Title: Planning and Scheduling Manager Address:
2849 E. Myrtle Street, Stockton, CA 95205
Phone: (209) 948-5566 Ext 605
Contract Period: 2018
Trapeze assisted San Joaquin in performing run cuts for signups which considered schedule and parameter
changes such as changes to union rules and route
restructuring.

SunLine Transit Agency
Name: Joseph Friend Title:

IT Administrator
Address: 32505 Harry Oliver Trail, Thousand Palms,
CA 92276
Phone: (760) 343-3456 x1220
Contract Period: SunLine has been performing
scheduling with a Trapeze solution since 2011. SunLine
uses Trapeze FX and BlockBuster to perform their own
scheduling and runcutting services.

DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 140 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed ImplementationplanandtimelinelPage8 Implementation plan and timeline
The proposal should include an overall implementation timeline that assumes a work posting date of August 20th prior to the bid start date of September 8
th
Big Blue Bus (BBB), a City of Santa Monica department, provides fixed route service to more than 58 square miles in greater Los Angeles for over 13.3 million rides each year. BBB’s fixed route service consists of twenty routes serving 906 bus stops utilizing up to 95 vehicles during peak operations.

BBB currently manages their fixed route scheduling service using the Trapeze FX and Blockbuster (BB) solutions. BBB is seeking Trapeze FX and BB transit scheduling support services for the upcoming September 27th, 2020 service change.

Trapeze Professional Services
Personnel
To ensure successful completion of this implementation, Trapeze will utilize the following professional services personnel:
• Project Manager: The centralized point ofcontact for the project. The project manager is responsible for coordinating project schedules, deliverables and resources required to support the transit scheduling services as identified in this statement of work.
• Technical Product Specialist(s): The primarytechnical point(s) ofcontact supporting the installation, data development, configuration, and testing of the Software.

Implementation Methodology Overview
This project will be executed in a phased approach, with key activities identified below:

1. Project Kick-Off

2. Fixed Route Scheduling
Project Implementation Approach
Project Kick-Off
Following contract execution, Trapeze and BBB will hold a remote project kick-off meeting to align stakeholders on project scope and timelines, as well as review roles, responsibilities, key risks and the preliminary project schedule. Project teams from both Trapeze and BBB are expected to attend the kick-off meeting.

DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 141 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed ImplementationplanandtimelinelPage9 Fixed Route Scheduling
Trapeze will provide technical support to complete the September 27th, 2020 service change. The following activities, Software support services and data development updates will be completed to meet BBB’s service change requirements:

1. Route Definition
a. Changes to two (2) routes and associated patterns

2. Trip building
a. Changes to run times on up to five (5) routes for Weekday Service b. Modifying the schedule on up to four (4) routes for Weekday Service

3. Blocking
a. Re-blocking as required for the modified routes and trips for the Weekday Service Group b. Re-assigning garages as required for the Weekday Service Group c. Updating vehicle type assignments as required for the Weekday Service Group

4. Runcutting
a. Generating up to three (3) runcut scenarios for the Weekday Service Group b. Ensuing that the final runcut is compliant with BBB’s current collective bargaining agreement

5. Fixed Route Data Management
a. Assistance with running standard FX Data Integrity Checks b. Validating potential schedule data issues

6. Reporting
a. Assistance with printing Trapeze reports (including paddles) utilizing the modified schedule data

7. OPS and TransitMaster(TM)
a. Technical support for the schedule import into OPS and TM as required Responsibilities and Deliverables
Activity Trapeze Responsibilities BBB Responsibilities Deliverables Project Kick-Off • Lead project kick-off
meeting
• Collaborate with BBB
in developing project
schedule
• Assistin developing project
schedule and kick-off
presentation
• Provide inputs for BBB -led
activities
• Provide database backup
• Provide branding guide
• Procuresignedagreementwith
PSP
• Kick-off meeting
• Kick-off Presentation
(MS PowerPoint)
• Preliminary project
schedule (revised as
necessary)
• Draft Project Plan
Fixed Route
Scheduling
• Perform scheduledata
updates
• Support BBB testing
• Review schedule data updates
• Validate OPS and TM data and
imports
• Validate data integrity results
• Completed fixed
route schedule for
the September27th
service change
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 142 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed ImplementationplanandtimelinelPage10 Project Duration
This implementation is expected to be completed within two (2) months from the completion of the project kick-off meeting. The project timeline below outlines the expected activities for the September 27th service change:

Project Management
Figure 2: Project Duration
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 143 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed ImplementationplanandtimelinelPage11 Trapeze will provide remote project management support for the entire duration of the project. The Trapeze project manager will be responsible for the successful planning, design, and execution of the project, including effective stakeholder communication, risk mitigation and meeting project milestones. The project manager will be the key point of contact for BBB for the duration of the project. Trapeze will also require BBB assign a project manager for this implementation. The two project managers will work together to ensure consistent dialogue is maintained through well-established communication channels.

BBB Resource Requirements
Outlined below are estimated resource allocations to support the implementation and effort defined in this statement of work.

Resource Resource Allocation Responsibilities
Project Manager 20% of their time for the
full duration of the
project
• Coordinate all resources from BBB
• Coordinate conference calls and meetings, as
required
• Coordinate completion of schedule data
• Coordinate BBB activities
• Work with the Trapeze project manager to identify
risks, issues, and mitigationsthroughout the project
Subject Matter Experts 20% of their time for the
full duration of the
project
• Assist projectmanagerwith completion of all
schedule changes and updates
• Validate results from the FX data integrity check
• Validate data results from the reports andpaddles
System Administrators
/ IT
20% of their time for the
full duration of the
project
• Configure and maintain environments
• Assistwith troubleshooting network ortechnical
issues
• Provide access to servers as necessary throughout
the project
• Maintain systemsecurity controls&permissions, user
accounts, etc.

Project Assumptions

1. BBB is responsible for the purchase and installation of any required server hardware (if necessary).

2. BBB will provide Trapeze with full remote access to their Trapeze FX and Blockbuster Software as required (several times per week during project). VPN access is preferred.

DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 144 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed ImplementationplanandtimelinelPage12

4. Any integration with third party Software or systems will be the responsibility of BBB.

5. All documentation and execution of test cases will be the responsibility ofBBB.

6. It is expected that a BBB system administrator will be readily available for all configuration activities.

7. All services will be provided remotely.

8. All Software will take advantage of the existing Trapeze infrastructure, data sources and software unless otherwise stated.

9. All services will be performed using BBB’s existing version of the Trapeze Software.

DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 145 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed PriceproposallPage12 Price proposal
Pricing should take into account the necessary time and resources needed to meet the scope of work. A price breakdown among the various tasks -or- a single overall price, without breakdown, will be accepted.

Prospective bidders may choose to include an hourly rate, which should include fringe benefits, indirect costs, and profit.

Project Budget
The following project budget includes all services required for this implementation as outlined in this statement of work.

Item Description Cost (USD)
1 Implementation Services $29,950
Total Cost $29,950
Pricing Notes:
• The Software will be implemented as a fixed-fee project. • BBB is already licensed for the FX and BB Software. Software Licenses are not required.

Payment Milestones
Payment Milestones Percent of Contract Value
Milestone 1: Finalized Route and Trip Schedules 40% of Services • Acceptance Criteria: Completion ofthe Trip Building activitiesfor the September 27th service change
Milestone 2: Completed Runcut 40% of Services
• Acceptance Criteria: Completion ofthe Runcutting activitiesforthe September 27th service change
Milestone 3: Union Review 20% of Services
• Acceptance Criteria: Completion ofthe union leadership review of completed work (expected to be completed by August 19th, 2020) Optional Time and Material services
If BBB desires, Trapeze can offer additional scheduling support services not included within this scope of work. These additional services can be executed on a time and material basis following a Project Change Request between Trapeze and BBB. All additional services will be invoiced monthly in accordance with the following time and material billing rates. Expenses will be billed as incurred.

Resource Hourly Off-site Rate Hourly On-site Rate
Project Manager $ 231.25 $ 256.25
Technical Product Specialist $ 218.75 $ 243.75
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 146 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not tobe Disclosed Appendicesl Page 16 Here for the journey is more than our tagline
– It’s our commitment to you. Our value is
in our ability to address your needs and
please your riders. We always strive to do
both.

Thank you fortaking the time
to review this proposal.

Please reach out to us with
any questions or comments.

Your feedback is always
appreciated.

DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 147 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) Exhibit B
Budget
City will compensate Trapeze for the Services performed in an amount not to exceed $54,550 for the term of this agreement in accordance with the following Project Budget, for which payment will be made in accordance with the specified payment milestones, and the following Optional Time and Material Services, which will paid as invoiced monthly.

PROJECT BUDGET
The following project budget includes all services required for this implementation as outlined in this statement of work.

PAYMENT MILESTONES
Payment Milestones Percent of Contract Value
Milestone 1: Finalized Route and Trip Schedules 40% of Services • Acceptance Criteria: Completion of the Trip Building activities for the September 27th service change
Payment Milestones Percent of Contract Value
Milestone 2: Completed Runcut 40% of Services
• Acceptance Criteria: Completion of the Runcutting activities for the September 27th service change
Milestone 3: Union Review 20% of Services
• Acceptance Criteria: Completion of the union leadership reviewof completed work (expected to be completed by August 19th,2020)

OPTIONAL TIME AND MATERIAL SERVICES
BBB requested further schedule changes as included in Appendix A. Trapeze has included a time and materials contingency bucket of services to complete these changes. These implementation services will be invoiced monthly in accordance with the following time and material billing rates. Expenses (if DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

5.C.a
Packet Pg. 148 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) necessary) will be billed as incurred.

The estimates below represent “Not-To-Exceed” (NTE) values based on the activities defined in Appendix A, which Trapeze will provide as necessary when requested by BBB.

FX Schedule Changes
Category Off-Site Hours Total (USD)
Project Management Services 8 $1,850
Implementation Services 104 $22,750
Total 112 $24,600
Resource Hourly Off-site Rate Hourly On-site Rate
Project Manager $ 231.25 $ 256.25
Technical Product Specialist $ 218.75 $ 243.75
DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 149 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) Exhibit C
Insurance Requirements
Trapeze Software Group, Inc. (“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 Consultant, its agents, representatives, employees or subcontractors.

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

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

3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).

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

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

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Packet Pg. 150 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of Consultant’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

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

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

Claims Made Policies

1. If the Professional Liability policy provides “claims made” coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

5.C.a
Packet Pg. 151 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) 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, Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.

Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive Consultant’s obligation to provide them. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.

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

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.

Footnotes
# 1: Workers’ Compensation insurance coverage is not required if Consultant does not have employees. Consultant must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.

DocuSign Envelope ID: 7D9210EE-AE4C-4648-8809-360ADD39DEE2

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Packet Pg. 152 Attachment: Contract 3571_Original Agreement (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) FIRST MODIFICATION OF AGREEMENT NO. 3571 (CCS)
This First Modification of Agreement Number 3571 (CCS) (“First Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Trapeze Software Group, Inc. (“Trapeze”) is made with reference to the following:

RECITALS
A. On or about August 11, 2020, the City and Trapeze entered into Agreement Number 3571 (CCS) for scheduling services (“Original Agreement”).

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

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

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

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

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

Additional Services. Trapeze will perform all of the additional services (“Additional Services”) described in Exhibit A-1, Scope of Services.

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

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

Compensation. The City will compensate Trapeze for the Additional Services in an amount not to exceed $37,050, as set forth in Exhibit B1. The total contract price for services pursuant to the Original Agreement and this First Modification shall not exceed $91,600.

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

DocuSign Envelope ID: 4B56A372-1FF1-46D7-BFAB-DF3733402557 6/18/2021

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Packet Pg. 153 Attachment: Contract 3571_1st Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze)

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

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

ATTEST:
______________________________

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

LANE DILG
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________

RICK COLE
City Manager
ABC Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 4B56A372-1FF1-46D7-BFAB-DF3733402557 George S. Cardona
Interim City Attorney
6/14/2021
Deborah Mills
6/15/2021
VP, Finance
dm
Lane Dilg
6/18/2021
Interim City Manager
Denise Anderson-Warren
6/21/2021
City Clerk

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Packet Pg. 154 Attachment: Contract 3571_1st Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) Exhibit A1
Scope of Services
DocuSign Envelope ID: 4B56A372-1FF1-46D7-BFAB-DF3733402557

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Packet Pg. 155 Attachment: Contract 3571_1st Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) DocuSign Envelope ID: 4B56A372-1FF1-46D7-BFAB-DF3733402557

5.C.b
Packet Pg. 156 Attachment: Contract 3571_1st Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) DocuSign Envelope ID: 4B56A372-1FF1-46D7-BFAB-DF3733402557

5.C.b
Packet Pg. 157 Attachment: Contract 3571_1st Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) Exhibit
B-1
Budget
DocuSign Envelope ID: 4B56A372-1FF1-46D7-BFAB-DF3733402557

5.C.b
Packet Pg. 158 Attachment: Contract 3571_1st Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) 1 SECOND MODIFICATION OF AGREEMENT NO. 3571 (CCS)
This Second Modification of Agreement Number 3571 (CCS) (“Second Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Trapeze Software Group, Inc. (Trapeze) is made with reference to the following:

RECITALS
A. On or about August 11, 2020 the City and Trapeze entered into Agreement Number 3571 (CCS) for Scheduling Services (“Original Agreement”).

B. On or about June 18, 2021 the City and Trapeze entered into a First Modification of Agreement Number 3571 (CCS) (“First Modification”) which extended the contract term, included additional services to be performed by Trapeze and increased the contract price to pay for the additional services. The Original Agreement and First Modification may be referred to collectively herein as “the Agreement.” C. The City and Trapeze desire to modify the Agreement to extend the contract term, include additional services to be provided by Trapeze, and to increase the contract price to pay for additional scheduling service, on terms and conditions set forth herein.

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

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

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

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

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

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

Compensation. The City will compensate Trapeze for the Additional Services in an amount not to exceed $280,000 as set forth in Exhibit B2. The total contract price for services pursuant to the Original Agreement, the First Modification, and this Second Modification shall not exceed $371,600
DocuSign Envelope ID: ADC000B5-3DAF-4ABA-B7F7-99698DBDD2D2 9/22/2021

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Packet Pg. 159 Attachment: Contract 3571_2nd Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) 2 4. Exhibit A-2 and Exhibit B-2 are attached hereto and incorporated herein by this reference.

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

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

ATTEST:
______________________________

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

LANE DILG
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________

RICK COLE
City Manager
ABC Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: ADC000B5-3DAF-4ABA-B7F7-99698DBDD2D2 Interim City Attorney
George Cardona
9/22/2021 dm
VP, Finance
Deborah Mills
9/22/2021
John Jalili
9/22/2021
Interim City Manager
Nikima Newsome
9/27/2021
Assistant City Clerk

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Packet Pg. 160 Attachment: Contract 3571_2nd Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) 3 Exhibit A2
Scope of Services
DocuSign Envelope ID: ADC000B5-3DAF-4ABA-B7F7-99698DBDD2D2

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Packet Pg. 161 Attachment: Contract 3571_2nd Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) Submitted by:

Chris Moucha, Sales Specialist
Tel: (614) 499-2093
[email protected]
Santa Monica Municipal Bus Lines (Big Blue Bus)
Extended Scheduling Support
Statement of Work
September 16, 2021
DocuSign Envelope ID: ADC000B5-3DAF-4ABA-B7F7-99698DBDD2D2

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Packet Pg. 162 Attachment: Contract 3571_2nd Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed Table of Contents Table of Contents
Introduction ............................................................................................................................................ 1 Trapeze Professional Services ............................................................................................................... 1 Personnel 1
Project Scope 1
Implementation Timelines ...................................................................................................................... 2 Project Budget ........................................................................................................................................ 3 Project Duration ...................................................................................................................................... 3 Project Management .............................................................................................................................. 4 Project Assumptions ............................................................................................................................... 4 DocuSign Envelope ID: ADC000B5-3DAF-4ABA-B7F7-99698DBDD2D2

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Packet Pg. 163 Attachment: Contract 3571_2nd Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed Introduction l Page 1 Introduction
Santa Monica Municipal Bus Lines (Big Blue Bus) has requested support services for fixed route scheduling from Trapeze. This implementation is expected to take place over a three-year period. The purpose of this document is to provide Big Blue Bus with a quote and scope of work for the extended fixed route scheduling activities. This document will outline the scope and the effort required from both Trapeze and Big Blue Bus.

Trapeze Professional Services
Personnel
To ensure successful completion of this implementation, Trapeze will utilize the following professional services personnel:
 Project Manager: The centralized point of contact for the project. The project manager is responsible for coordinating project schedules, deliverables and resources required to deliver the scheduling services as identified in this statement of work.
 Technical Product Specialist(s): The primary technical point(s) of contact supporting the Scheduling services project.

Project Scope
Trapeze will provide Time and Material services to support implementing regular signup period (Shakeup Period) changes to Big Blue Bus’s fixed route schedules over a three-year period. Trapeze and Big Blue Bus will work in conjunction with each other to determine the exact support activities required and level of effort needed to complete and implement the desired scheduling changes for each signup period.

Activities may include, but are not limited to, the following types of activities as agreed upon by Trapeze and Big Blue Bus:

1. Ancillary Data Management
a. Creation of Signup Period with desired Start and End Dates b. Updates to Holidays and Exception Calendar as required

2. Route Definition
a. Changes to Routes, Patterns, Stop Patterns, Traces, and Pattern Traces as required

3. Trip building
a. Changes to Trips, Trip Times, and Running Times for each service as required

4. Blocking
DocuSign Envelope ID: ADC000B5-3DAF-4ABA-B7F7-99698DBDD2D2

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Packet Pg. 164 Attachment: Contract 3571_2nd Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed Implementation Timelines l Page 2 a. Blocking Scenario Generation based on Big Blue Bus parameters

5. Runcutting
a. Runcut Scenario generation based on established Big Blue Bus Work Rules

6. Fixed Route Data Management
a. Assistance with running standard FX Data Integrity Checks b. Validating potential schedule data issues

7. Reporting
a. Assistance with printing Trapeze reports (including paddles) utilizing the modified schedule data

8. OPS and TransitMaster (TM)
a. Technical Support for importing scheduling data into OPS and TM as required The scope for the scheduling support activities performed by Trapeze will be mutually agreed upon between Trapeze and Big Blue Bus on a case-by-case basis. Trapeze expects that Big Blue Bus will submit a request for support that includes specific details for any scheduling changes that may be required. Trapeze will provide a high-level effort estimate to complete the scheduling support request, and after approval by Big Blue Bus the work will be scheduled accordingly.

Implementation Timelines
For each signup period being implemented, the following general timeframes represent the approximate activity periods to successfully operationalize schedule changes.

Timeframe Activities
16 weeks prior to
Signup start date
 Big Blue Bus provides notice to proceed to Trapeze for the next signup period (shake up).
 Trapeze begins work to modify ancillary data as required (Signup Start and End Dates, Exception and Holiday Calendar, etc.).
 Additional notice is required for large scale transit network changes that would affect a significant number of routes, trip frequencies, and/or vehicle/operator schedules. Trapeze may assess the nature of these changes to determine if the scale of changes would exceed the available Time and Material budget to implement.
12 weeks prior to
Signup start date
 Big Blue Bus finalizes stop, route and schedule data changes. Changes to these schedule elements after 12-week mark may delay the overall project delivery.  Trapeze continues to modify stop, route and schedule data in Big Blue Bus’s environment.

DocuSign Envelope ID: ADC000B5-3DAF-4ABA-B7F7-99698DBDD2D2

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Packet Pg. 165 Attachment: Contract 3571_2nd Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed Project Budget l Page 3 6 weeks prior to
Signup start date
 Trapeze completes work on schedules, vehicle blocks and operator run assignments.
 Print Materials/Reports and Runs reviewed with operators/union and changes made as necessary.
 Trapeze provides support for the TM Import-Merge and OPS Schedule Import processes.
4 weeks prior to
Signup Start Date
 Posting Deadline for the signup.

Estimates and Timeframes are based on Trapeze’s experience providing scheduling consulting support for transit agencies of similar size and complexity to Big Blue Bus. These may be subject to change based on additional discovery discussions throughout each signup period implementation. Trapeze will only invoice the time required to complete requested scheduling changes.

Project Budget
Services for this implementation will be provided on a Time and Materials basis, where all implementation services will be invoiced monthly in accordance with the following time and material billing rates. Expenses will be invoiced on a monthly basis as incurred (if necessary).

Resource Hourly Offsite Rate Hourly Onsite Rate
Project Manager $231.25 $256.25
Technical Product Specialist $218.75 $243.75
Trapeze has outlined the estimated services required to successfully support the scheduling services requested by Big Blue Bus.

The estimates below represent “Not-To-Exceed” (NTE) values based on the activities defined in this scope of work, which Trapeze will provide as necessary when requested by Big Blue Bus or until Big Blue Bus provides written notice that support services are no longer required.

Implementation Services Offsite Hours Total Cost
Project Management 120 $27,750
Scheduling Support 1152 $252,000
Total 1272 $279,750
Project Duration
DocuSign Envelope ID: ADC000B5-3DAF-4ABA-B7F7-99698DBDD2D2

5.C.c
Packet Pg. 166 Attachment: Contract 3571_2nd Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed Project Management l Page 4 Scheduling support services are expected to be an ongoing engagement for up to three (3) years. Following receipt of a request for support from Big Blue Bus, a mobilization period of up to thirty (30) days may be required to kick off the project and align all resources. Trapeze will work to minimize this mobilization period through proactive planning with Big Blue Bus.

Project Management
Trapeze will provide remote project management support on a time and material basis for the duration of the project. The Trapeze project manager will be responsible for the successful planning, design, and execution of the project, including effective stakeholder communication, risk mitigation and meeting project timelines. The project manager will be the key point of contact for Big Blue Bus for the duration of the project. Trapeze will also require Big Blue Bus to assign a project manager for this implementation. The two project managers will work together to ensure consistent dialogue is maintained through well-established communication channels.

A successful implementation requires effective and timely communication with all project stakeholders.

In addition to the responsibilities outlined above, Trapeze project managers will also provide the following key services:
 Change Management: If any deliverable(s) will need to be changed mid-project, the project manager will identify the impact of the change and initiate necessary actions to ensure timelines and project costs will be adjusted.

Project Assumptions

1. This is a time and materials engagement. All services will be billed monthly as incurred.

2. Any services or requests not identified within this statement of work will be considered outside the scope of this engagement and will need to be addressed through the Trapeze change order process.

3. All Software will take advantage of the existing Trapeze infrastructure, data sources and software unless otherwise stated.

4. All services will be provided remotely.

5. All services will be performed utilizing Big Blue Bus’s current version of the FX Software.

6. The Big Blue Bus scheduling team will be made available and work with the Trapeze technical resource to answer any questions about the proposed changes and to ensure that they are implemented as intended.

7. Training is not provided as part of this statement of work.

8. Big Blue Bus will provide all detailed run cutting and scheduling changes to Trapeze prior to work commencing.

DocuSign Envelope ID: ADC000B5-3DAF-4ABA-B7F7-99698DBDD2D2

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Packet Pg. 167 Attachment: Contract 3571_2nd Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed Project Assumptions l Page 5

9. The following scheduling details will be required from Big Blue Bus:
a. Big Blue Bus will be required to provide any route and pattern changes required to accommodate any Route Definition tasks in FX/BB, including:
i. Stops and Nodes on routes
ii. Possible relief locations
iii. Desired Node and Stop Sequence for route patterns
iv. Desired Street routing/turn by turn if needed for tracing b. Big Blue Bus will be required to provide the general headways, running times, trip schedules and service exceptions (e.g., school day trips) by service type (Weekday/Saturday/Sunday) for each route to be used for Trip Building tasks in FX/BB. i. Trapeze can import trips into the Trip Building screens into FX from an Excel or CSV file if trips are listed by route and direction and with alike timing points. c. Big Blue Bus will be required to provide information on possible deadhead distances/times and travel distances/times for blocking/runcutting purposes. d. Big Blue Bus will be required to provide information on runcutting rules, practices and general desired runcutting goals.

10. The scheduling support estimates assume standard scheduling support services as identified in this Statement of Work. Large scale transit network changes that would affect a significant number of routes, trip frequencies, and/or vehicle/operator schedules may exceed the available Time and Material budget and additional services may be required.

11. Pricing is valid until November 20th, 2021.

DocuSign Envelope ID: ADC000B5-3DAF-4ABA-B7F7-99698DBDD2D2

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Packet Pg. 168 Attachment: Contract 3571_2nd Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) www.trapezegroup.com Confidential – Not to be Disclosed Project Assumptions l Page 6 Thank you for taking the time to review this proposal.

Please reach out to us with any questions or
comments. Your feedback is always appreciated.

Here for the journey is more than our
tagline – It’s our commitment to you. Our
value is in our ability to address your needs
and please your riders. We always strive to
DocuSign Envelope ID: ADC000B5-3DAF-4ABA-B7F7-99698DBDD2D2

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Packet Pg. 169 Attachment: Contract 3571_2nd Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) 4 Exhibit B-2
Budget
DocuSign Envelope ID: ADC000B5-3DAF-4ABA-B7F7-99698DBDD2D2

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Packet Pg. 170 Attachment: Contract 3571_2nd Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) 1 THIRD MODIFICATION OF AGREEMENT NO. 3571 (CCS)
This Third Modification of Agreement Number 3571 (CCS) (“Third Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Trapeze Software Group, Inc. (“Trapeze”) is made with reference to the following:

RECITALS
A. On or about August 11, 2020, the City and Trapeze entered into Agreement Number 3571 (CCS) for Scheduling Services (“Original Agreement”).

B. On or about June 18, 2021, the City and Trapeze entered into a First Modification of Agreement Number 3571 (CCS) (“First Modification”) which extended the contract term, included additional services to be performed by Trapeze and increased the contract price to pay for the additional services.

C. On or about September 22, 2021, the City and Trapeze entered into a Second Modification of Agreement Number 3571 (CCS) (“Second Modification”) which extended the contract term, included additional services to be performed by Trapeze and increased the contract price to pay for the additional services. The Original Agreement, First Modification and Second Modification may be referred to collectively herein as “the Agreement.”
D. The City and Trapeze desire to modify the Agreement to extend the contract term, on terms and conditions set forth herein.

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

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

Term. This Agreement begins on the Execution Date and terminates on December 31, 2024 unless terminated earlier as set forth in the Agreement or extended by the parties in writing.

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

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

DocuSign Envelope ID: 1EF5D440-637C-4019-8370-883E12DD7F90 1/22/2024

5.C.d
Packet Pg. 171 Attachment: Contract 3571_3rd Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) 2 IN WITNESS WHEREOF, the parties have executed this Third Modification as of the date and year first written above.

ATTEST:
______________________________

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

LANE DILG
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________

RICK COLE
City Manager
ABC Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 1EF5D440-637C-4019-8370-883E12DD7F90 1/17/2024
City Attorney

DOUGLAS SLOAN
1/22/2024
General Manager, Trapeze MPS
Trapeze Software Group, Inc.

Brian Canivet
David White
1/22/2024
City Manager
1/30/2024
Nikima Newsome
Interim City Clerk

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Packet Pg. 172 Attachment: Contract 3571_3rd Modification (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) 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
https://www.smgov.net/boards
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. 173 Attachment: Levine Act Disclosure (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) 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. 174 Attachment: Levine Act Disclosure (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze) 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

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Packet Pg. 175 Attachment: Levine Act Disclosure (6625 : Fourth Modification of Scheduling Support Services contract with Trapeze)

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Santa Monica City CouncilNovember 11, 2024

Santa Monica City Council
November 11, 2024