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
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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 - 2 -
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 - 3 -
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
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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.
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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 - 6 -
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.
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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.
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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.
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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 - 10 -
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 - 11 -
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 - 13 -
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;
(iii) all funds received from the Central Business District Business Improvement Area pursuant to Ordinance No. 725 (CCS), as amended by DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590 - 14 -
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 - 16 -
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.
9.2. THIS SECTION LEFT INTENTIONALLY BLANK
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 - 28 -
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.
DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590 - 29 -
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 - 30 -
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 - 31 -
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
Mall Assessment Area
Lincoln Expansion
Colorado Overlay
Central Business
Improvement District
Zones 1-3 = DTSM PBAD
Downtown Santa Monica
Exhibit A - Downtown Map
DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590 DOWNTOWN SANTA MONICA, INC.
ANNUAL WORK PLAN + BUDGET FY2023/24
1 Exhibit B - FY23/24 DTSM Annual Work Plan and Budget
DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590 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 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 Services
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 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 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 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 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 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 Exhibit A - FY23-24 Budget
10 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590 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 Exhibit C - Downtown Parking Structures Licensed Area
12 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590 13 DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590 14 Storage Cage Improvements Made by DTSM in License Area on Levels B2 and B3 of Parking Structure 6 (“IMPROVEMENTS”)
DocuSign Envelope ID: 0E026253-0306-44AA-A3B8-0CE381B6E590 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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:
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 $10,000,000 per occurrence.
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 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 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 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 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