Santa Monica City Council
September 22, 2026

City of Santa Monica
City Council Meeting
AGENDA

CAROLINE TOROSIS
MAYOR

ELLIS RASKIN JESSE ZWICK

COUNCILMEMBER MAYOR PRO TEM

DAN HALL BARRY SNELL

COUNCILMEMBER COUNCILMEMBER

LANA NEGRETE NATALYA ZERNITSKAYA

COUNCILMEMBER COUNCILMEMBER
OLIVER C. CHI

CITY MANAGER

HEIDI VON TONGELN

CITY ATTORNEY

DENISE ANDERSON-WARREN

INTERIM CITY CLERK

STANDARDS OF BEHAVIOR THAT PROMOTE CIVILITY AT ALL PUBLIC MEETINGS:
• Treat everyone courteously; • Embrace respectful disagreement and dissent as democratic rights, inherent components of an inclusive
public process, and tools for forging sound decisions
• Hate has no place in Santa Monica. The City opposes
abusive or threatening hate speech, intolerance, or
dehumanization, and supports basic civil respect and
human decency.
• Listen to others respectfully;
• Exercise self-control;
• Give open-minded consideration
to all viewpoints;
• Focus on the issues and avoid
personalizing debate;
Regular meetings are broadcast live on CityTV cable channel 16 and on the internet at santamonica.gov. Cable television re-broadcasts air on Thursday and Saturday at 11:30 AM. The agenda will air on CityTV on Saturday and Sunday at 11:00 AM and 6:00 PM, and on Monday and Tuesday at 12:30 PM and 6:00 PM.

City of Santa Monica Generated: 9/23/2026 8:27 AM Page 2

RULES OF ORDER FOR THE CONDUCT OF CITY COUNCIL MEETINGS (Resolution No.11663(CCS))

WAYS TO PROVIDE PUBLIC COMMENT
If you are interested in providing public comment at a City Council meeting, there are several ways to participate:
(1) Written public comment. In lieu of oral public comment, the public is strongly encouraged to submit written public comment on agenda items via email to [email protected]. For written public comment submitted by 12:00 pm on the day of the meeting, best efforts shall be made to have them available online for viewing. Please note the agenda item number in the subject line of your written comments.
(2) Oral public comment.
- In-person: Persons wishing to address the City Council regarding items on the agenda must be present and submit their name and address (optional) to the City Clerk before the public comment section is opened for that item or before the public hearing is opened where one is required by law. Register to speak at the Speaker Kiosk prior to the meeting. - Telephone: Persons wishing to address the Council by telephone must register at santamonica.gov/public-comment no later than 5:00 p.m. the day before a meeting. Showing electronic presentation materials are not permitted when commenting by telephone.

Oral public comment from any one individual is limited to a total of 6 minutes per City Council meeting, with a maximum of 2 minutes per agenda item if speaking on multiple items. A member of the public may allocate time between items in one-minute increments up to 2 minutes and those requesting to speak on only one agendized item for the meeting may speak for up to 4 minutes on that one item. Except for noticed public hearings or quasi-judicial items, if more than 25 speakers are registered to speak during a public input section, the amount of time shall be reduced to 1 minute per speaker during that section.

Except for the author of the request, public comment on 15-items are limited to 1 minute.

Levine Act Disclosure. Pursuant to the Levine Act (Govt Code Section 84308), any party to a permit, license, contract, or other entitlement before the Council is required to disclose on the record any contribution, including aggregated contributions, of more than $500 made by the party or the party's agents within the preceding 12 months to any City official. Participants and agents are requested to make this disclosure as well. The disclosure must include the name of the party, participant, or agent, and any other person making the contribution; the name of the recipient, the amount of the contribution, and the date the contribution was made. Information regarding the Levine Act can be found here or you can contact the FPPC.

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

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

2. Special Agenda Items (Commendations and
Proclamations presented).

3. Public Comment for Consent Calendar and Closed
Sessions Only.

4. Consent Calendar (All items considered in one
motion unless removed by a City Councilmember for
discussion. No public comment is permitted on
second readings.)

5. Closed Sessions.

6. Public Comment on remaining Agenda Items

7. Study Session.

8. Continued Items.

9. Administrative Proceedings.

10. Ordinances:
• 1
st Reading
• 2
nd Reading (No public comment is
permitted on second readings.)

11. Staff Administrative Item.

12. Public Hearings.

13. Reports of Boards and Commissions.

14. Resolutions.

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

16. Councilmember Discussion Items.

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

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

City of Santa Monica Generated: 9/23/2026 8:27 AM Page 3

AGENDAS

CITY OF SANTA MONICA

REGULAR MEETING

CITY HALL COUNCIL CHAMBERS
1685 MAIN STREET, ROOM 250,
TUESDAY, SEPTEMBER 22, 2026
MEETING BEGINS AT 5:30 PM

HOW TO PROVIDE PUBLIC COMMENT BY TELEPHONE
Participants may join a meeting by phone via Zoom. Dial, the phone number to access Zoom’s audio system, and enter the Zoom Meeting ID to join the meeting.

Zoom Dial-In Information: Phone Number (669) 900-6833 (US), Meeting ID:978 8290 3006# Persons wishing to address the Council by telephone must register at santamonica.gov/public-comment no later than 5:00 p.m. the business day before a meeting. Donation of time and showing electronic presentation materials are not permitted when commenting by telephone.

CALL TO ORDER

PLEDGE OF ALLEGIANCE / LAND ACKNOWLEDGEMENT

ROLL CALL
City of Santa Monica Statement of Accountability (Land Acknowledgement) The City of Santa Monica is located on the land of Tovangaar. With great respect, the City acknowledges the Gabrieleño/Tongva as the First People of this ancestral and unceded territory of Kuruvungna, a village that we know as Santa Monica. We honor their elders, past and present, and the Gabrieleño descendants who are part of the Gabrieleño /Tongva tribes.

We recognize that these peoples are still here, and as settlers and kuyam (guests), we recognize our responsibility and obligation to care for their land in partnership with them.

The City of Santa Monica commits to work in partnership with the Gabrieleño/Tongva people to uplift their voices and visibility on their ancestral land.

LEVINE ACT DISCLOSURES AND ANNOUNCEMENTS / PROCEDURAL

MOTIONS
City of Santa Monica Generated: 9/23/2026 8:27 AM Page 4

1. GENERAL PUBLIC INPUT AND COMMENT ON SPECIAL AGENDA ITEMS (For regular meetings, public comment is permitted on Special Agenda Items and items not on the agenda that are within the subject matter jurisdiction of the City. State law prohibits the City Council from taking any action on items not listed on the agenda, including issues raised under this agenda item. For special meetings, public input is limited to scheduled Special Agenda Items only.)

1.A. Written Comments

2. SPECIAL AGENDA ITEMS

2.A. Commendation: Senator Ben Allen

2.B. Proclamation: Filipino American History Month

2.C. Proclamation: Breast Cancer Awareness Month

2.D. Recognition of Outgoing Board & Commission Members

3. PUBLIC INPUT (ITEMS UNDER CONSENT CALENDAR AND CLOSED SESSION ONLY)

4. CONSENT CALENDAR
(All items will be considered and approved in one motion unless removed by a Councilmember for discussion. In accordance with Charter section 615, the adoption of all ordinances and resolutions shall be by reading of title only unless a Councilmember present dissents. No public discussion is permitted on ordinances for second reading and adoption.)

4.A. Contract Award and Modifications for On-Call Civil Design, Surveying, Transportation Planning, and Engineering Services Contracts for the Public Works Department
City of Santa Monica Generated: 9/23/2026 8:27 AM Page 5 Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemptions pursuant to Sections 15262 (Feasibility and Planning Studies) and 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines;

2. Authorize the City Manager to execute a first modification to agreement #11702 in the amount of $1,500,000 with Tetra Tech for on-call civil engineering design services for the Public Works Department. This will result in an amended agreement with new a total amount not to exceed $3,000,000, with future year funding contingent on Council budget approval;

3. Authorize the City Manager to execute a first modification to Agreement #11703 in the amount of $1,500,000 with Stantec Consulting for on-call civil engineering design services for the Public Works Department. This will result in an amended agreement with a new total amount not to exceed $3,000,000, with future year funding contingent on Council budget approval;

4. Authorize the City Manager to execute a first modification to agreement #11704 in the amount of $1,500,000 with Willdan Engineering for on-call civil engineering design services for the Public Works Department. This will result in an amended agreement with a new total amount not to exceed $3,000,000, with future year funding contingent on Council budget approval;

5. Award RFP #SP2721 to Egis USA, Inc. (formerly A. Lochner Company) and Kimley-Horn and Associates, Inc. as additional qualified firms for on-call civil engineering design services for the Public Works Department;

6. Authorize the City Manager to execute an agreement with Egis USA, Inc. (formerly A. Lochner Company) in an amount not to exceed $3,000,000 for five-years, with one additional five-year renewal option on the same terms and conditions, for a total amount not to exceed $3,000,000, with future funding contingent on Council budget approval;

7. Authorize the City Manager to execute an agreement with Kimley-Horn and Associates, Inc. in an amount not to exceed $3,000,000 for five-years, with one additional five-year renewal option on the same terms and conditions, for a total amount not to exceed $3,000,000, with future funding contingent on Council budget approval;

8. Authorize the City Manager to execute a first modification to agreement #11721 in the amount of $250,000 with PSOMAS, for on-call surveying services the Public Works Department. This will result in an amended agreement with a new total amount not to exceed $500,000, with future year funding contingent on Council budget approval;

9. Authorize the City Manager to execute a first modification to agreement #11722 in the amount of $250,000 with KDM Meridian, for on-call surveying services the Public Works Department. This will result in an amended agreement with a new total amount not to exceed $500,000, with future year funding contingent on Council budget approval;

10. Award RFP #SP2539 to Cannon Corporation as an additional qualified firm for on-call surveying services for the Public Works Department;

11. Authorize the City Manager to execute an agreement with Canon Corporation, in an amount not to exceed $500,000 for five-years, with one additional five-year renewal option on the same terms and conditions for a City of Santa Monica Generated: 9/23/2026 8:27 AM Page 6 total amount not to exceed $500,000, with future year funding contingent on Council budget approval;

12. Authorize the City Manager to execute a first modification to agreement #11622 in the amount of $1,000,000 with Fehr & Peers, for on-call transportation planning and engineering services the Department of Public Works. This will result in an amended agreement with a new total amount not to exceed $2,000,000, with future funding contingent on Council budget approval;

13. Authorize the City Manager to execute a first modification to agreement #11624 in the amount of $1,000,000 with Kimley-Horn, for on-call transportation planning and engineering design services for the Public Works Department. This will result in an amended agreement with a new total amount not to exceed $2,000,000, with future year funding contingent on Council budget approval;

14. Authorize the City Manager to execute a first modification to agreement #11625 in the amount of $1,000,000 with Egis USA, Inc., for on-call transportation planning and engineering design services for the Public Works Department. This will result in an amended agreement with a new total amount not to exceed $2,000,000, with future year funding contingent on Council budget approval;

15. Authorize the City Manager to execute a first modification to agreement #11626 in the amount of $1,000,000 with Michael Baker International, for oncall transportation planning and engineering design services for the Public Works Department. This will result in an amended agreement with a new total amount not to exceed $2,000,000, with future year funding contingent on Council budget approval;

16. Authorize the City Manager to execute a first modification to Agreement #11628 in the amount of $1,000,000 with Toole Design Group, for on-call transportation planning and engineering design services for the Public Works Department. This will result in an amended agreement with a new total amount not to exceed $2,000,000, with future year funding contingent on Council budget approval; and

17. Authorize the City Manager to execute an agreement with Iteris, Inc., in an amount not to exceed $2,000,000 for one year, with two additional one-year renewal options, on the same terms and conditions with future year funding contingent on Council budget approval.

4.B. Approval of Second Modification to Agreement with AG Coast, Inc., dba California Panther Security, for Unarmed Security Guard Services at the Annenberg Community Beach House for the Recreation and Arts Department Recommended Action
Staff recommends that the City Council:

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

2. Authorize the City Manager to enter into a Second Modification of Agreement #11120 (CCS) with AG Coast Inc. dba California Panther Security to continue 24/7 unarmed security guard service at the Annenberg Community Beach City of Santa Monica Generated: 9/23/2026 8:27 AM Page 7 House for the Recreation and Arts Department in an amount equal to $159,000 resulting in a new not-to-exceed contract total of $1,403,268 through March 31, 2027.

4.C. Award Bid #4513 to and Authorize the City Manager to Execute an Agreement With VCI Construction, LLC to provide On-Call Fiber Optic Infrastructure Services for the Information Services Department
Recommended Action
Staff recommends that the City Council:

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

2. Award Bid # 4513 to VCI Construction, LLC to provide On-Call Fiber Optic Infrastructure Services (Construction, Maintenance and Repair) for the Information Services Department; and

3. Authorize the City Manager to execute an agreement with VCI Construction, LLC, in a total amount not to exceed $3,000,000 over a five-year period, with future year funding contingent on Council budget approval.

4.D. Adoption of Resolution Ratifying Homelessness Emergency Proclamation Recommended Action
Staff recommends that the City Council:

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

2. Adopt the proposed resolution ratifying the 2025 Proclamation of the City Council of the City of Santa Monica Declaring a Local Emergency on Homelessness.

4.E. Authorization to Accept United States Department of Justice (USDOJ) FY25 Bulletproof Vest Partnership Grant
City of Santa Monica Generated: 9/23/2026 8:27 AM Page 8 Recommended Action
Staff recommends that the City Council:

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

2. Authorize the City Manager to accept a grant awarded in the amount of $63,937.24 from the United States Department of Justice (“DOJ”) for the 2025 Bulletproof Vest Partnership (“BVP”) Grant for the purchase of bulletproof vests by the Santa Monica Police Department; and

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

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

4.F. Adoption of a Resolution Authorizing Acceptance of the 2026-27 Grant from California Department of Alcoholic Beverage Control for Santa Monica Police Department
Recommended Action
Staff recommends that the City Council:

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

2. Adopt the attached resolution authorizing the acceptance of grant funds in the amount of $92,673 from the California Department of Alcoholic Beverage Control (“ABC”) for the 2026-27 ABC Grant Program in the Police Department;

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

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

4.G. First Modification to Agreement with Willdan Engineering for Temporary Staffing Services for the Building and Safety Division of the Community Development Department
Recommended Action
Staff recommends the Council:

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

2. Authorize the City Manager to execute a first modification to agreement #11544 (CCS) in the amount of $250,000 with Willdan Engineering for temporary staffing services for the Building and Safety Division in the Community Development Department. This will result in a five-year amended City of Santa Monica Generated: 9/23/2026 8:27 AM Page 9 agreement with a new total amount not to exceed $500,000, with future year funding contingent on Council budget approval.

4.H. Adoption of a Resolution Approving Final Parcel Map No. 84874 for the Property Located at of 2134 Stewart Street to Create Four Residential Parcels Recommended Action
Staff recommends that the City Council:

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

2. Adopt the attached resolution approving Final Parcel Map No. 84874 for the property located at 2134 Stewart Street to create four residential parcels.

4.I. Adoption of a Resolution Authorizing to Accept Grant from the Board of State and Community Corrections for the Proposition 64 Public Health and Safety Grant Program, Cohort 4
Recommended Action
Staff recommends that the City Council:

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

2. Adopt the attached resolution authorizing the acceptance of a grant awarded in the amount of $4,500,000 from the Board of State and Community Corrections for the Proposition 64 Public Health & Safety Grant Program for use by the Police Department;

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

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

4.J. Approval of Third Modification to Agreement No. 9756 (CCS) with HdL Software, LLC for Business License Software for the Finance Department City of Santa Monica Generated: 9/23/2026 8:27 AM Page 10 Recommended Action
Staff recommends that the City Council:

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

2. Authorize the City Manager to execute a third modification to agreement #9756 (CCS) in the amount of $83,500 with HdL Software, LLC (“HdL”) for business license software services for the Finance Department. This will result in a 15-year amended agreement with a new total amount not to exceed $552,572, with future year funding contingent on Council budget approval.

4.K. Second Reading and Adoption of an Ordinance of the Council of the City of Santa Monica adding Santa Monica Municipal Code Section 3.12.540 to Establish an Automated Traffic Enforcement System Program to Detect a Violation of a Traffic Control Signal
Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

4.L. Authorization to Accept a $50,000 Grant from the National Trust for Historic Preservation’s African American Cultural Heritage Action Fund for the Bay Street Beach Historical District Signage Project - New Item Received. 9/17/2026
Recommended Action
Staff recommends that the City Council:

1. Authorize the City Manager to accept a grant awarded in the amount of $50,000 from the National Trust for Historic Preservation’s African American Cultural Heritage Action Fund for the Bay Street Beach Historical District Signage Project in the Recreation and Arts Department, and to accept all grant renewals;

2. Authorize the City Manager to negotiate and execute all necessary documents required to implement the grant, subject to approval as to form by the City Attorney; and

3. Authorize the budget amendment as outlined in the Financial Impacts and Budget Actions section of this report. (Requires five affirmative votes.)

4.M. Award Professional Services Agreement with Raftelis for Organizational Performance and Operational Assessment Services - New Item Received. 9/17/2026
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant environmental effects pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines; and
City of Santa Monica Generated: 9/23/2026 8:27 AM Page 11

2. Authorize the City Manager to execute an agreement with Raftelis for organizational performance and operational assessment services for the City Manager’s Office. This recommended award is made as an exception to the competitive bidding process pursuant to the City’s Procurement Policy pursuant to Section 2.24.250 (b) and is for a total amount not to exceed $326,600 with future year funding contingent on Council budget approval.

4.N. Second Reading and Adoption of an Ordinance to Amend the Text of the Zoning Ordinance to Increase Development Standards for Parcels Located Within the R1 (Single-Unit Residential) Zoning District and the Area Bounded By the I-10 Freeway to the South, Dorchester Avenue to the West, Exposition Boulevard to the North, and Centinela Avenue to the East to Allow for the Exclusion of Certain Sites That Are Located Within One-Half Mile of the Expo/Bundy Station from Senate Bill (SB) 79 Implementation Until One Year Following the Adoption of the 7th Cycle (2029-2037) Housing Element of the City's General Plan - New Item Received. 9/17/2026
Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

4.O. City Council - Special Joint Meeting - Jul 27, 2026 4:00 PM

5. CLOSED SESSIONS

5.A. 5.A. Closed Session: Uller
John U.N.B. Doe, et al. v. City, et al., LASC # 23STCV12746; John Doe 1, et al. v. City, et al., LASC # 23STCV15009; Hector Orozco v. John Doe: Does 1-2, LASC # 23SMCV03120; John JPC Doe v. Doe City, et al., LASC # 23STCV22020; John AD Doe, et al. v. City, et al., LASC # 23STCV26548; John CW Doe, et al. v. City, et al., LASC # 23STCV29623; John Doe (A.G.) v.

Santa Monica Police Activities League, et al., LASC # 23SMCV06066; John GA DOE, et al. v.

City, et al., LASC # 24STCV06484; John U.L.W. Doe, et al. v. City, et al., LASC # 24STCV06768; Joseph Garcia v. Santa Monica Police Activities League, et al., LASC # 24SMCV01368; John Doe 15, et al. v. City, et al., LASC # 24STCV07647; John Doe 18, et al. v. City, et al., LASC # 24STCV08239; John RR Doe, et al. v. City, et al., LASC # 24STCV09398; John Doe 33, et al. v.

City, et al., LASC # 24STCV15580; John Doe 48 v. City, et al., LASC # 24STCV15420; John Doe 49 v. City, et al., LASC # 24STCV19296; John DD Doe v. City, et al., LASC # 24SMCV04421; Jane EB Doe, et al. v. City, et al., LASC # 24STCV24146; John Doe (V.D.) v. Santa Monica Police Activities League, et al., LASC # 24SMCV05049; John Doe (D.F.) v. Santa Monica Police Activities League, et al., LASC # 24SMCV05050; John Doe (D.G.) v. Santa Monica Police Activities League, et al., LASC # 24SMCV05051; Jane Doe 13, et al. v. City, et al., LASC # 24STCV27233; John AM Doe, et al. v. City, et al., LASC # 24STCV28433; John Doe v. City, et al., LASC # 24SMCV05527; John Doe (Y.M.) v. Santa Monica Police Activities League, et al., LASC # 24SMCV06355; Jane Doe 16, et al. v. a Public Entity, et al., LASC # 25STCV02235; John Doe 62, et al. v. City, et al., LASC # 25STCV04414; John Doe 23 v. City, et al., LASC # 25STCV05850; John Doe (E.B.) v. Santa Monica Police Activities League, et al., LASC # 25STCV06354; Jane PB Doe, et al. v. City, et al., LASC # 25STCV06880; John Doe 67 v. City, et City of Santa Monica Generated: 9/23/2026 8:27 AM Page 12 al., LASC # 25STCV10142; John Doe 68 v. City, et al., LASC # 25STCV12089; John Doe 69, et al. v. City, et al., LASC # 25STCV14031; John OR Doe, et al. v. City, et al., LASC # 25STCV16251; John RD Doe, et al. v. City, et al., LASC # 25STCV24158; John Doe 71, et al. v. City of Santa Monica, et al., # 25STCV32120; John Doe 76 v. Roe 1, a public entity; et al., # 25STCV32032; John Doe 77 v. City of Santa Monica, et al., # 26STCV07769

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

City v. ICSOP, et al.; OCSC # 30-2022-01261243

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

Amie Cooper v. Shores Barrington, City; LASC # 24SMCV02414

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

Maria Elena Mendez v. City; LASC # 25SMCV02682

CITY MANAGER REPORT

TRAVEL ANNOUNCEMENT AND MAYOR'S HIGHLIGHT

6. PUBLIC INPUT ON REMAINING AGENDA ITEMS
. Public Input for 12-Items will be heard at the time when the Public Hearing is called.

7. STUDY SESSION

7.A. Sustainable Water Master Plan Update
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines and a finding of categorical exemption pursuant to Section 15307 of the CEQA Guidelines; and

2. Receive and provide direction on the 2026 Sustainable Water Master Plan Update.

8. CONTINUED ITEMS
No items

9. ADMINISTRATIVE PROCEEDINGS
No items

10. ORDINANCES
(Public comment is permitted on ordinances for introduction and first reading. No public discussion is permitted on ordinances for second reading and adoption. In accordance with City of Santa Monica Generated: 9/23/2026 8:27 AM Page 13 Charter section 615, the adoption of all ordinances and resolutions shall be by reading of title only unless a Councilmember present dissents.)
No items

11. STAFF ADMINISTRATIVE ITEMS

11.A. 2025 Palisades Fire and Windstorm After-Action Report Recommended Action
Staff recommends that the City Council review and comment on the Palisades Fire After-Action Report, and direct staff to proceed with evaluating and completing the report’s identified improvement actions. This report is not a “project” subject to the California Environmental Quality Act (“CEQA”). The report is administrative and informative in nature. Pursuant to CEQA Section 21065, the project does not meet the definition of a “project” subject to CEQA as it will not “cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.”

11.B. Authorization to Accept Grant from Wallis Annenberg Legacy Foundation to the Annenberg Community Beach House
Recommended Action
Staff recommends that the City Council:

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

2. Authorize the City Manager to accept a grant awarded in the amount of $1 million from the Wallis Annenberg Legacy Foundation to the Annenberg Community Beach House in the Recreation & Arts Department, and to accept all grant renewals.

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

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

12. PUBLIC HEARINGS
No items

13. REPORTS OF BOARDS AND COMMISSIONS
No items

14. RESOLUTIONS
No items

15. WRITTEN COMMUNICATIONS OTHER THAN REPORTS OF COMMISSION AND

OFFICERS
City of Santa Monica Generated: 9/23/2026 8:27 AM Page 14 No items

16. COUNCILMEMBER DISCUSSION ITEMS

16.A. Appointment to one unscheduled vacancy on the Recreation and Parks Commission for a term ending on June 30, 2027

16.B. Appointment to one unscheduled vacancy on the Housing Authority Board for a term ending on June 30, 2028

16.C. Recommendation to accept Angela D. Scott's resignation from the Public Safety Reform & Oversight Commission and authorize the City Clerk to publish the vacancy

16.D. Request of Councilmembers Hall, Raskin, and Zernitskaya that Council direct the City Manager and City Attorney to return no later than November 17 with options to implement technical clarifications and refinements in Chapter 9.46 of the Municipal Code concerning the procedures for Amendments to the Zoning Ordinance and Map and other procedural clarifications. - New Item Received. 9/17/2026

16.E. Request of Mayor Torosis and Councilmember Negrete that the City Council consider approving the allocation of $10,000 from Council Discretionary Funds to support the OFF THE HOOK Santa Monica Seafood Festival benefiting Heal the Bay taking place on Sunday, October, 11, 2026 on the Santa Monica Pier by the Spin PR Group, the Santa Monica-based PR, Marketing and Events agency producing the event. The funds would be appropriated as follows: $10,000 from the discretionary funds allocated to Mayor Torosis, $5,000 and $5,000 from Councilmember Negrete. - New Item Received. 9/17/2026

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

Members of the public unable to attend a meeting but wishing to comment on an item(s) listed on the agenda may submit written comments prior to the meeting by meeting by mailing them to: City Clerk, 1685 Main Street, Santa Monica, CA 90401 or to [email protected]. Written comments received from the public by 12 PM on the day of the City Council meeting will be distributed to the City Council prior to the meeting and posted online. Members of the public who submit written public comment on an agenda item may be subject to the Levine Act which requires disclosure of campaign contributions of more than $500 to an officer of the City within the preceding 12 months.

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City Council
Report
City Council Meeting: September 22, 2026
Agenda Item: 1.A
1 of 1
To: Mayor and City Council
From: Denise Anderson Warren, Interim City Clerk, Records and Election Services Department
Subject: Written Comments
Prepared By: David Yakobson, Staff Assistant III
Approved Forwarded to Council
Attachments:

A. Written Comments

1.A
Packet Pg. 16
From: Zoe <[email protected]>
Sent: Thursday, September 17, 2026 12:57 PM
To: Aidan McGarrigle <[email protected]>; [email protected] Cc: TheFirm <[email protected]>; Michelle Ruiz <[email protected]>; Romy Ganschow <[email protected]>; Denise McGranahan <[email protected]>; Jonathan ErwinFrank <[email protected]>; Oliver Chi <[email protected]>; Caroline Torosis <[email protected]>; Lana Negrete <[email protected]>; Heidi von Tongeln <[email protected]>; Clerk Mailbox <[email protected]>; Jesse Zwick <[email protected]>; Dan Hall <[email protected]>; Ellis Raskin <[email protected]>; Barry Snell <[email protected]>; Natalya Zernitskaya <[email protected]>; Edgar Sernas <[email protected]>; Xavier Mota <[email protected]>; Denise Anderson-Warren <[email protected]>; Esterlina Lugo <[email protected]> Subject: Re: Plaintiff 643 Pacific, LLC's Motion for Summary Judgment - 643 Pacific, LLC v. Besser, et al. (Case No. 25SMUD01272) (Our File No. 9353-001)

EXTERNAL
More than a week has gone by and it seems none of you are aware of the dangerous predicament your clienmt is in.

I need to know no later than tomorrow at noon. Otherwise I will file the claim in Court. As previously stated I am running for rent Control Board to avoid this happening to another renter in Santa Monica.

The claim in court is not my first line of approach unless your client refuses to abide by the local ordinances establishing rules and requirements of a no fault eviction.

If Sean Besser and/or Janeen Morris made promises that this would not be prosecuted or allowed to be heard in Court, they were mistaken. As mistaken as running an ilegal co-living business without the right permits, against the zoning laws on Santa Monica Municipal Ordinance. It seems Sean Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

1.A.a
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) Besser and Janeen Morris overpromised and underdelivered. Not a good look on election year if you ask me. Your client put the units back in the market and raised the rent to market value. That was the purpose of removing me as a tenant. Wasnt it?
I have not made the rules, I only follow them. Both Mayor Torosis and Councilmember Ellis Raskin acknolege the facts of the law aty the last City Council meeting on September 8. 2026 after my public coments in Item 12B.

City Clerk staff NOTE for transparency purposes:

Please include this email in the package for public comment for next week's City Council meeting.

Kindly reply by noon tomorrow. Thank you.

Have a blessed weekend everyone.

On Sun, Sep 6, 2026 at 5:10 PM Zoe <[email protected]> wrote:

Reference Santa Monica No Fault Eviction Key Rules & Requirements:
 Timing: Landlords must pay the full relocation fee prior to the tenant's departure; failing to do so violates the City Charter and voids the eviction. [1]  No-Fault Categories: Includes owner move-in, compliance with government orders, or certain structural removals from the rental market under local Santa Monica Evictions guidelines. [1, 2]
On Sun, Sep 6, 2026 at 5:03 PM Zoe <[email protected]> wrote:

Mr. McGarrigle,
It seems your client forgot to pay me over $30,000.00 for the No fault eviction as per Santa Monica municipal code. Is he planning to pay or do i need to file in Court? In other fronts I am running for Santa Monica Rent Control Board and noticed that after the litigation your client used the maneuver to raise the rents of the units in the building. I would like a comment from your client to present during the campaign.

Kindly reply, thank you.

On Wed, Jul 30, 2025 at 5:01 PM Aidan McGarrigle <[email protected]> wrote:

Good afternoon:

Attached please find the following documents filed in the above-referenced matter:

1. NOTICE OF MOTION AND MOTION OF PLAINTIFF 643 PACIFIC, LLC FOR

SUMMARY JUDGMENT ON ITS UNLAWFUL DETAINER COMPLAINT
Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 4 2. MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF PLAINTIFF 643 PACIFIC, LLC’s MOTION FOR SUMMARY JUDGMENT ON ITS UNLAWFUL

DETAINER COMPLAINT

3. DECLARATION OF JAMES SUAREZ OF PLAINTIFF 643 PACIFIC, LLC AND EXHIBITS THERETO IN SUPPORT OF PLAINTIFF’S MOTION FOR SUMMARY JUDGMENT

4. DECLARATION OF DEFENDANT JANEEN MORRIS IN SUPPORT OF PLAINTIFF’S

MOTION FOR SUMMARY JUDGMENT

5. DECLARATION OF DEFENDANT SEAN BESSER IN SUPPORT OF PLAINTIFF’S

MOTION FOR SUMMARY JUDGMENT

6. SEPARATE STATEMENT OF UNDISPUTED MATERIAL FACTS IN SUPPORT OF PLAINTIFF 643 PACIFIC, LLC’S MOTION FOR SUMMARY JUDGMENT

7. [PROPOSED] ORDER GRANTING MOTION OF PLAINTIFF 643 PACIFIC, LLC FOR

SUMMARY JUDGMENT ON ITS UNLAWFUL DETAINER COMPLAINT

8. [PROPOSED] JUDGMENT FOLLOWING COURT’S ORDER GRANTING THE MOTION OF PLAINTIFF 643 PACIFIC, LLC FOR SUMMARY JUDGMENT ON ITS UNLAWFUL

DETAINER COMPLAINT
These documents may also be accessed through the following link:
https://www.dropbox.com/scl/fo/derqih68udjv2yg6gfjec/AOjVKCoQuGyjcxlZuANgQPI?rlkey=j4dfggl8be4 iv4uqyj6j19vvl&st=ojrtets5&dl=0.

Please contact our office should there be any issues accessing the attached.

Sincerely,
Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 5 Aidan P. McGarrigle, Esq.

McGARRIGLE, KENNEY & ZAMPIELLO, APC
9600 Topanga Canyon Boulevard, Suite 200
Chatsworth, California 91311
T (818) 998-3300
F (818) 998-3344
[email protected]
--
Zoё Muntaner
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Zoё Muntaner
“Do you have the patience to wait till your mud settles and the water is clear?"- Tao Te Ching IMPORTANT WARNING: This email (and any attachments) is only intended for the use of the person or entity to which it is addressed to and may contain privileged and confidential information. You, the recipient, are obligated to maintain it safely, securely, and confidentially.

Unauthorized re-disclosure or failure to maintain confidentiality may Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

1.A.a
Packet Pg. 20
Attachment: Written Comments [Revision 1] (7944 : Written Comments) 6 subject you to federal and state penalties. If you are not the intended recipient, please immediately notify me by return email and delete this message from your computer.
--
Zoё Muntaner
“Do you have the patience to wait till your mud settles and the water is clear?"- Tao Te Ching IMPORTANT WARNING: This email (and any attachments) is only intended for the use of the person or entity to which it is addressed to and may contain privileged and confidential information. You, the recipient, are obligated to maintain it safely, securely, and confidentially.

Unauthorized re-disclosure or failure to maintain confidentiality may subject you to federal and state penalties. If you are not the intended recipient, please immediately notify me by return email and delete this message from your computer.

Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

1.A.a
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 7 David Yakobson
From: [email protected]
Sent: Thursday, September 17, 2026 3:56 PM
To: [email protected]; Shawn Landres; Nina Fresco; Jim Ries; Josh Hamilton; Leslie Lambert; Peer Chacko; Jacob Wasserman; Santa Monica City Manager's Office; Finance Mailbox
Cc: councilmtgitems; Jennifer Taylor; Oliver Chi; Susan Cline; Peter James; Sandra Santiago; Sergio Ramirez; Lisa Parson; Lauren Howland; Melissa Spagnuolo; Attorney Mailbox; Lana Negrete; Dan Hall; Ellis Raskin; Caroline Torosis; Jesse Zwick; Natalya Zernitskaya; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]
Subject: Re: Supplemental Public Integrity Submission — City of Santa Monica Procurement Ordinance 2849, Subsequent Procurement Policy, and Civic Auditorium / AEGGoldenvoice Process

EXTERNAL
September 17, 2026
Los Angeles County District Attorney’s Office
Public Integrity Division
211 West Temple Street, Suite 1000
Los Angeles, California 90012
Re: Supplemental Public Integrity Submission — City of Santa Monica Procurement Ordinance 2849, Subsequent Procurement Policy, and Civic Auditorium / AEG-Goldenvoice Process To the Public Integrity Division:

I respectfully submit this supplemental information concerning the City of Santa Monica’s 2026 rewrite of Municipal Code Chapter 2.24, its subsequent Procurement Policy, and the later exclusive negotiation process involving AEG Presents/Goldenvoice and the Santa Monica Civic Auditorium.

I am not asking the Public Integrity Division to infer misconduct merely from the sequence of events described below. Rather, recently obtained official City documents identify a specific documentary question that I believe warrants independent review: what City officials intended to replace the realproperty safeguards removed from Chapter 2.24, why the subsequently adopted Procurement Policy appears not to contain a corresponding real-property procedure, and when the City developed the interpretation later relied upon in connection with the Civic Auditorium.

February 24, 2026 procurement rewrite
On February 24, 2026, the City Council considered Staff Report 7556 on the consent calendar. The publicly presented purpose was to “modernize” the City’s procurement system. Staff described a threepart framework consisting of a new Procurement Ordinance, an annually adopted Procurement Policy, Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

1.A.a
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 8 and Administrative Instructions. The report stated that this structure was intended to improve efficiency while maintaining fairness and transparency.

The staff report further represented that the future Procurement Policy would be the City’s primary operational procurement document and would address procurement thresholds, competitive bidding and source selection, impartiality, conflicts of interest, and vendor communications.

The ordinance attachment introduced that evening is particularly significant.

The proposed replacement Chapter continued expressly to state that Chapter 2.24 governed the purchase of goods and services, public-works contracts, “and the disposition of property.” New section 2.24.030 required the City Manager to prepare a Procurement Policy, adopted annually by the Council, “to implement the provisions of this Chapter.” That Policy was required, at minimum, to establish approval thresholds, procedures for competitive bidding and selection, and standards concerning conflicts and impartiality.

The ordinance also expressly addressed real property. New section 2.24.060(a)(3) authorized the City Manager to enter agreements to rent, lease, or license real property either within thresholds established in the Procurement Policy or pursuant to express Council approval.

The ordinance itself further provided that implementation of the new system would occur upon adoption of a Procurement Policy by the City Council.

Elimination of former §2.24.230
The February 24 redline also confirms that the proposed ordinance eliminated former Municipal Code §2.24.230, entitled “Sale of real property.”
Former §2.24.230 required a Council resolution to identify the reason for a sale, describe the property, find that the property was no longer required for the purpose for which it was acquired or another public purpose, and designate the competitive sales process to be used. It also generally required public notice.

The former provision also established procedures for competitive bids and competitive proposals and negotiation.

Importantly, the old law did not make competition absolute. It provided an exception allowing real property to be sold without advertising if at least five Councilmembers adopted a resolution finding that advertising would cause unnecessary expense or delay or would not be in the City’s best interest. The Council could then authorize direct negotiation or another identified method.

Thus, what disappeared was not simply a mandatory-bidding provision. The rewrite removed a codified public process requiring Council findings concerning the continued public need for City property, the method of sale, public notice, and—in circumstances bypassing publication—a five-member Council finding.

Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 9 I recognize that the deletion was visible in the ordinance attachment presented on February 24. I therefore do not contend that former §2.24.230 was secretly inserted or removed between the first and second readings. My concern is narrower: the public-facing staff report emphasized modernization, fairness, transparency and competitive source selection, but did not specifically explain the significance of eliminating the existing standalone real-property procedure while transferring much of the procurement system to a later Policy.

The subsequent Procurement Policy
The July 7, 2026 Procurement Policy implemented detailed classifications for goods, contractual services, technology services, professional services and public-works projects. It established informal and formal competitive procedures and instructed departments uncertain about the classification of a procurement to consult Procurement staff before commencing the process.

The Policy also expressly treats public-works project development broadly, including feasibility studies, needs assessments, site investigations, surveys, concept development, master planning, architectural and engineering work, cost estimating and other preconstruction activities.

What I have not located in the July Policy is a corresponding real-property disposition category, realproperty threshold, or procedure replacing former §2.24.230. The Policy’s listed procurement classifications instead identify goods, contractual services, technology services, professional services and public-works projects.

This creates an apparent structural gap that I respectfully ask PID to investigate.

The ordinance continued expressly to govern disposition of property. It required the Procurement Policy to implement Chapter 2.24 and establish competitive-selection procedures. It referred real-property rent, lease and license authority to thresholds established in that Policy. And implementation of Ordinance 2849 was expressly tied to adoption of the Policy.

Yet the later Policy appears not to supply the real-property procedure that the former Municipal Code provision had supplied.

Relevance to the Civic Auditorium / AEG process
This issue became material shortly thereafter when the City moved toward an Exclusive Negotiation Agreement with AEG Presents/Goldenvoice concerning the publicly owned Santa Monica Civic Auditorium.

I am not asking PID to assume that Ordinance 2849 was adopted for the purpose of facilitating that transaction. The documents presently available do not establish that conclusion.

They do, however, make the chronology and internal drafting history highly relevant.

The material question is whether City officials already understood, during the ordinance and Procurement Policy drafting process, that eliminating former §2.24.230 and omitting a corresponding real-property procedure from the later Policy would permit City property negotiations to proceed without the previous procedural safeguards or another competitive-selection process.

Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 10 If that interpretation developed only later, PID should be able to determine that from the records.

If it existed earlier, the records should likewise establish when it was developed, by whom, and whether it had any relationship to ongoing or anticipated City real-property negotiations.

Records I respectfully request PID review
I respectfully request that PID obtain and review:

1. All drafts, redlines and version histories of Ordinance 2849 and proposed Chapter 2.24 from the beginning of the procurement-modernization project through final adoption.

2. All Finance Department, City Manager, City Attorney, Procurement Division and departmental communications concerning former §2.24.230, “real property,” “disposition,” “sale,” “lease,” “license,” “competitive sale,” “direct negotiation,” “Council approval,” or procedures intended to replace the repealed section.

3. The departmental feedback referenced in Staff Report 7556 as having informed the modernization effort. The report expressly states that Finance had engaged departments and was using that feedback to shape the new policies and procedures.

4. Every draft and redline of the Procurement Policy ultimately adopted in July 2026, including documents identifying who decided which procurement categories, thresholds and exceptions would be included.

5. Any written or oral legal analysis concerning why the July Policy did not contain a separate realproperty disposition procedure or real-property threshold.

6. Any Procurement Division analysis concerning how agreements involving both real-property rights and professional, feasibility, technical, predevelopment or public-works-related services were to be classified.

7. All records identifying when City staff first concluded that the Civic Auditorium / AEG-Goldenvoice process did not require a competitive selection process under Chapter 2.24 or the Procurement Policy.

8. Communications between City officials and AEG Presents/Goldenvoice concerning the Civic Auditorium before that interpretation was reached, including communications concerning site access, tours, technical materials, feasibility work, exclusivity, lease or license terms, and contemplated development work.

9. Any records showing whether the City’s interpretation of Ordinance 2849 or the Procurement Policy changed after the Civic/AEG relationship began.

Purpose of this submission
The issue I am raising is not whether a municipality has authority to modernize or amend its procurement laws. Nor am I asserting that the repeal of former §2.24.230, standing alone, establishes a Brown Act violation or criminal misconduct.

The question is whether the documentary record shows that a significant procedural protection governing publicly owned real estate was removed as part of a restructuring represented as preserving fairness and transparency, that the promised implementing Policy failed to replace that procedure, and that City officials then knowingly relied upon the resulting gap when advancing an exclusive transaction involving one of the City’s most significant public assets.

Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 11 That question can be answered from contemporaneous records.

I respectfully request that the Public Integrity Division preserve and review those records and determine whether the sequence reflects an independently justified procurement modernization, an inadvertent policy omission, or conduct warranting further investigation under the laws within PID’s jurisdiction.

Thank you for your consideration.

Respectfully,
Joseph DiRosa
Sincerely,
To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet.

Joe DiRosa
Founder, CEO
Artist Series, Seedlings, Tartare, BrainPower
213-STAGE-LA
(213-782-4352)
[email protected]
www.seedlings.vc
On Sep 15, 2026, at 2:52 PM, [email protected] wrote:

I’ll make the editorial prosecutorial toward the documentary record without supplying hypothetical defenses for City Hall. Where the evidence stops, it will simply say what has and has not been established rather than inventing explanations on the Council’s behalf.

THE MISSING RULE
What Happened to Competition for Santa Monica’s
Public Property?
Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 12 Santa Monica required competition before granting Goldenvoice exclusivity in 2025. Months later, the City Council rewrote its procurement law, repealed the Civic Auditorium’s specific competitive-process provision and placed “disposition of property” inside a procurement framework administered by City Manager Oliver Chi. By August 2026, the City was relying on the absence of a specific real-estate procurement procedure to move toward exclusive negotiations over the Civic without a new competitive solicitation.

There is a sentence in Santa Monica’s August 11 presentation on the future of the Civic Auditorium that should stop anyone who cares about public property in this city. The City told the Council that its Charter, Municipal Code and Procurement Policy do not prescribe an express competitive solicitation process for the disposition of City-owned real property through a license, lease or sale. On its own, the statement sounds like technical municipal law. Put it beside what the same City Council had done just five months earlier, however, and it becomes something much more consequential. In March 2026, the Council had rewritten the procurement code to expressly include the “disposition of property,” ordered City Manager Oliver Chi to administer an implementing Procurement Policy, and simultaneously eliminated the Civic-specific section that had previously required a competitive process.

That sequence now sits at the center of DiRosa v. City of Santa Monica, Los Angeles Superior Court Case No. 26SMCP00435, the lawsuit I filed challenging the process surrounding Santa Monica’s proposed Exclusive Negotiating Agreement with AEG Presents and Goldenvoice. I have a direct interest in the dispute. I proposed an alternative use for the Civic involving Morphosis and Pritzker Prize-winning architect Thom Mayne. That fact should be disclosed, but it does not change what the City’s own documents say. The procurement law was changed. The Civic-specific competitive provision was repealed. A new policy was created. The City later directly approached AEG. No new Civic competition was opened. Those are matters contained in public records, not conclusions drawn from rumor.

The story begins in September 2025, when Santa Monica went looking for an entertainment company to evaluate a beachfront music festival that became Ocean Way. The City issued a Music Festival Assessment Partner Request for Qualifications and described what would happen next: companies would compete, a partner would be selected, that partner would enter an Exclusive Negotiating Agreement to assess feasibility, and a later production contract could follow if the project moved ahead. The City called it a two-step process.

Goldenvoice ultimately emerged from that competitive selection. In other words, Santa Monica’s own procedure demonstrated that an ENA was not a substitute for competition.

Competition determined who received the opportunity to negotiate exclusively.

One month later, the City Council addressed the Civic. On October 14, 2025, the Council refused to extend the existing exclusive negotiations with Revitalization Partner Group and instead ordered staff to explore alternative options for the Civic and assess its “highest and best use.” The motion passed 4-3. The City’s public announcement described the decision as broadening the pathway for the Civic after the existing proposal failed to Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 13 provide sufficient financial specificity to justify continued exclusivity. The public direction was therefore clear: step back from exclusivity, examine alternatives and determine what the property should become. (Santa Monica)
Then came March 10, 2026.

The Council adopted Ordinance No. 2849CCS and substantially rewrote Chapter 2.24 of the Santa Monica Municipal Code. The new law expressly declared that the chapter establishes roles and authorities governing purchases of goods and services, contracts for public works projects and “the disposition of property.” It required the City Manager to prepare an annual Procurement Policy establishing approval thresholds, procedures for competitive bidding and selection, and standards intended to ensure impartiality and avoid conflicts of interest. The statutory architecture therefore placed property disposition inside the procurement system and assigned implementation of that system to the City Manager.

At the same time, however, the Council repealed former §2.24.230, the provision associated with the competitive Civic process conducted in 2024. The significance of that repeal is no longer merely an allegation by an outside critic. In its own court filing, the City acknowledged that Santa Monica had conducted a competitive process for the Civic under former §2.24.230, that the Council repealed the section in March 2026 and that the current chapter contains no comparable requirement applicable to the proposed AEG ENA.

That is an extraordinary legislative sequence. A specific Civic competition rule existed. The Council removed it. The Council simultaneously inserted “disposition of property” into a broader procurement structure. The City Manager was directed to produce the policy implementing that structure. And when the Civic returned to the Council months later, City Hall’s legal position relied in part on the proposition that the resulting system contained no specific competitive procedure requiring the City to solicit competing proposals before entering the AEG ENA.

The Procurement Policy itself makes the omission harder to overlook because it is detailed almost everywhere else. It establishes categories for goods, contractual services, technology services, professional services and public works. It identifies dollar thresholds and formal solicitation procedures. It defines professional services to include architects, engineers, appraisers, consultants and construction-project managers. Its treatment of public works is particularly broad: the policy encompasses the full project-development lifecycle, including pre-project activity, pre-design, design, preconstruction and construction management. It specifically identifies feasibility studies, needs assessments, site investigations, surveys, environmental review, concept development, master planning, architectural and engineering work, permitting, cost estimating and related preconstruction services.

The policy also knows exactly how to describe competition when the City wants it. Formal procurements above designated thresholds require public solicitation through the City’s vendor system; public-works projects receive additional advertising requirements. Santa Monica continues to publicly tell vendors that its purchasing process is handled through Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 14 OpenGov and that bid opportunities, prospective bidders, public documents, questions, addenda, results and awards are available for public review. (Santa Monica) Yet when the future of one of Santa Monica’s most valuable historic properties came before the Council, the administration emphasized what its procurement framework did not require. The August presentation said there was no prescribed competitive solicitation process for disposing of real property through sale, lease or license. The result was not an academic gap in the code. The gap had immediate practical value: it supported proceeding with one private party without reopening the Civic to competition.

The timing deserves scrutiny because another government relationship was developing during the period in which these rules changed. Goldenvoice had already established a working relationship with Santa Monica through Ocean Way. The City’s own August 2026 Civic staff report subsequently disclosed that the City approached AEG about the Civic through that Ocean Way relationship. The City now publicly describes Goldenvoice as an ongoing partner, and after the 2026 Ocean Way event was cancelled because of beach conditions, Mayor Caroline Torosis emphasized that the partnership itself would continue into 2027. (Santa Monica)
The public record does not establish that AEG requested or participated in the March procurement changes. It also does not answer the far more basic chronological question: When did discussions between Santa Monica and AEG or Goldenvoice about the Civic begin? That date matters. So do the identities of the officials involved, the person who first proposed using AEG at the Civic, the people who proposed repealing §2.24.230 and the internal explanation for why the Civic-specific competitive provision was removed.

Those are factual questions capable of being answered through documents.

The litigation sought those documents. The requested discovery covered communications between City officials and AEG or Goldenvoice concerning the Civic, communications arising from the Ocean Way relationship, records concerning the March 10 amendment and repeal, Civic ENA drafts and redlines, meeting logs and calendars, consultant information and records concerning whatever happened to the October 2025 highest-andbest-use analysis. These records are important precisely because the most consequential events occurred before the public ever saw an AEG Civic proposal.

The July chronology makes that problem impossible to dismiss. On July 1, Economic Development Manager Jennifer Taylor told me that the City was not soliciting Civic offers, that consultant review would inform a future RFP and that she would notify me when proposals opened. Thirteen days later, on July 14, the Council met in closed session concerning negotiations over the Civic under a public agenda description identifying price and terms of payment. On July 31, I submitted the Santa Monica Global Conference Center proposal, identifying Morphosis as the architectural participant. Eleven days after that, staff recommended that the Council authorize exclusive negotiations with AEG/Goldenvoice.

There had been no future RFP of the sort described on July 1. No new RFQ. No open call for Civic proposals. No publicly disclosed comparative evaluation of the AEG concept against other possible uses. No publicly produced highest-and-best-use report explaining why the Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 15 exploration ordered in October had resulted in a live-entertainment recommendation. The public instead learned that the City itself had approached AEG.

City Manager Oliver Chi was subsequently reported as saying that “no prescribed process is required for such an agreement” and that the ENA did not constitute a disposition of property. That position narrows the transaction to the legal character of the ENA itself while avoiding the larger procedural question: how did AEG become the sole party offered the opportunity to reach that ENA?
Ocean Way makes the contrast particularly stark. When Santa Monica wanted Goldenvoice for a music festival, Goldenvoice competed before receiving exclusivity.

When Santa Monica moved toward Goldenvoice/AEG for the Civic, the City selected the party through its existing relationship and then sought authorization for exclusive negotiations. The City may distinguish the legal categories of the two arrangements, but that does not erase the procedural contrast visible in its own records.

Nor are these decisions being made by officials unfamiliar with economic development, municipal law, finance or real estate. Chi has decades of municipal-government experience and previously served as Irvine’s city manager. The Council includes attorneys, finance professionals and members with substantial land-use, housing and economicdevelopment backgrounds. That expertise makes the procurement structure more worthy of examination, because the consequences of delegating property authority, repealing an existing competition requirement and adopting an implementing policy without a dedicated real-estate solicitation procedure were matters this government was professionally equipped to understand.

The Civic is also only one part of a much larger period of aggressive decision-making involving land and institutions under City influence. Ocean Avenue produced unusually complicated negotiations concerning properties at 419 and 1616 Ocean Avenue, ultimately forcing the Council to waive confidentiality and publicly disclose portions of what had been happening behind closed doors. The contemplated transaction did not proceed, but the episode demonstrated how far consequential property discussions could advance before the public understood their contours.

At Bergamot Station, another major City-owned asset, negotiations involving housing development have generated intense concern over the future of the arts complex. Unlike the Civic process, Bergamot has involved a solicitation, making the contrast itself instructive. When a closed-session agenda later referred to negotiating “price and terms of payment,” residents feared the City was contemplating a sale; officials subsequently said the proposed arrangement involved a long-term lease. The controversy again demonstrated how much substantive public-property policy can reside behind the sterile vocabulary of a real-estate closed-session agenda.

The same governing majority has also shown a willingness to intervene forcefully in institutions tied to downtown economic development. In July 2025, the Council used an emergency agenda item to remove six City-appointed directors of Downtown Santa Monica Inc. and install interim replacements. The City’s own public statement said the purpose was to make DTSM a more “aligned city partner.” The motion passed 6-1. That action did Item 1-A
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 16 not involve a property disposition, but it revealed something important about governing philosophy: this Council has not been reluctant to use the power available to it when it wants greater control over institutions central to Santa Monica’s economic direction.

Then there is Santa Monica Airport, roughly 192 acres whose post-closure future may represent the most consequential public-land decision the city has faced in generations.

The airport planning process has involved extensive public participation and differs materially from the Civic process, but its sheer scale reinforces why the governing rules over public property matter. Santa Monica is not making isolated decisions about minor parcels. Its current leadership is reshaping public land, civic institutions and development policy on a citywide scale.

The Civic itself carries an additional complication. Santa Monica’s own Procurement Policy defines public works broadly enough to include feasibility studies, site investigations, architectural and engineering work and other preconstruction stages associated with public improvements. The parcel at 1855 Main Street also has a documented recent public-works history. The Sustainable Water Infrastructure Project constructed an advanced water-treatment facility beneath the Civic Center parking area through Clean Water State Revolving Fund financing, and the City continues to service debt associated with that financing.

Historical records go further. The National Register documentation for the Civic describes federal urban-renewal funding used to acquire the former Belmar neighborhood through eminent domain as part of the Civic Center expansion and records the public-purpose requirement associated with federally purchased land. The underlying federal agreements necessary to determine whether any such restriction remains enforceable today have not yet been produced, so the historical record alone does not establish a current federal covenant. It does establish that the Civic’s history is inseparable from public acquisition, public funding and public works.

The court has so far declined to halt the AEG process. On September 11, Judge Bradley S.

Phillips denied my first temporary restraining order for failure to demonstrate irreparable harm. On September 15, he denied the renewed application, stating that there were no new material facts and that I had not demonstrated irreparable harm or likelihood of success on the merits at that interim stage. Those rulings are part of the story. They do not change the chronology contained in the underlying City records.

And that chronology is now difficult to ignore. Santa Monica competitively selected Goldenvoice for Ocean Way in September 2025. The Council ordered a broad exploration of Civic alternatives in October. City staff’s relationship with Goldenvoice continued. In March, the Council rewrote Chapter 2.24, expressly inserted property disposition into the procurement framework and repealed the Civic-specific competitive provision. Oliver Chi’s administration produced an extensive Procurement Policy without a dedicated competitive procedure for real-estate disposition. In July, an interested competing proponent was told to wait for a future RFP. That RFP never came. The City instead directly approached AEG through its Goldenvoice relationship and by August was seeking authority to enter exclusive negotiations.

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 17 Those facts lead to questions that should be answered with records, not public-relations language. Who wrote the March amendments? Who requested the repeal of §2.24.230? What was the stated policy reason for eliminating the Civic-specific competitive requirement? Why was property disposition expressly brought within Chapter 2.24 while the resulting Procurement Policy omitted a corresponding competitive procedure? When did the first Civic conversation with AEG occur? Who participated? What work was performed pursuant to the Council’s October order to assess highest and best use? Why was a future RFP described on July 1 if the administration was following a different process? And what comparative analysis, if any, preceded the decision to approach AEG alone?
This is not merely a dispute over which company gets to negotiate over an old auditorium.

Chapter 2.24 governs much more than the Civic. If the City’s interpretation is that “disposition of property” belongs within its procurement authority but competitive procedures need not exist for selecting the private party with whom the City negotiates, then the implications reach across Santa Monica’s portfolio of public land.

The most important feature of this story may therefore be the simplest one: the rule that is missing.

The Council deliberately wrote property disposition into the procurement law. It deliberately repealed the Civic-specific competitive provision. It deliberately delegated implementation of the procurement framework to the City Manager. The resulting policy contains elaborate rules for other categories of City business but no comparable competitive real-estate disposition process. Months later, that absence became part of City Hall’s justification for proceeding exclusively with AEG.

The documents needed to explain how and why that happened should exist in Santa Monica’s own files.

The public should see them.

This keeps the necessary distinction between what the documents establish and what remains to be discovered, but removes the paragraphs that were effectively constructing alternative justifications for the Council.

Sincerely,
To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet.

Joe DiRosa
Founder, CEO
Artist Series, Seedlings, Tartare, BrainPower
213-STAGE-LA
(213-782-4352)
[email protected]
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 18 www.seedlings.vc
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 19 David Yakobson
From: [email protected]
Sent: Thursday, September 17, 2026 6:38 PM
To: [email protected]; Shawn Landres; Nina Fresco; Jim Ries; Josh Hamilton; Leslie Lambert; Peer Chacko; Jacob Wasserman; Santa Monica City Manager's Office; Finance Mailbox
Cc: councilmtgitems; Jennifer Taylor; Oliver Chi; Susan Cline; Peter James; Sandra Santiago; Sergio Ramirez; Lisa Parson; Lauren Howland; Melissa Spagnuolo; Attorney Mailbox; Lana Negrete; Dan Hall; Ellis Raskin; Caroline Torosis; Jesse Zwick; Natalya Zernitskaya; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]
Subject: Santa Monica Civic — Confidential Reporting and Whistleblower Options

EXTERNAL
Subject: Information Regarding the Santa Monica Civic — Confidential Reporting and Whistleblower Options
I am seeking information from current or former City employees, contractors, consultants, vendors, or others with first-hand knowledge concerning the Santa Monica Civic Auditorium, the City’s dealings with AEG/Goldenvoice, the procurement-policy changes adopted in 2026, or related actions by City staff or members of the City Council.

Relevant information could include documents, emails, text messages, calendar entries, meeting invitations, drafts, site-access or tour records, internal procurement or legal analyses, instructions from supervisors or Councilmembers, communications with AEG/Goldenvoice, or information concerning when decisions were made and who participated.

If you have information but are concerned about retaliation or disclosure of your identity, there are several possible routes. The Los Angeles County District Attorney’s Public Integrity Division accepts written complaints concerning alleged misconduct by public officials or employees and Brown Act violations; its published process states that submissions may be anonymous if accompanied by supporting evidence. The City of Santa Monica also maintains a 24-hour Ethics Hotline for possible ethical violations by City staff at (844) 476-3844 and through its online reporting system.

For matters involving financial conflicts of interest, Government Code §1090, campaign reporting, gifts, or other Political Reform Act issues, the California Fair Political Practices Commission accepts complaints through its electronic system. The FPPC specifically permits anonymous complaints and advises anonymous filers to remove identifying information and metadata from documents if they wish to protect their identities.

You may also consult an independent attorney before disclosing information if you want advice concerning whistleblower protections, confidentiality, employment consequences, privileges, or the safest method of preserving and providing records.

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 20 If you choose to contact me directly, please tell me at the outset if you are requesting confidentiality. I will treat requests for confidentiality seriously, but I do not want to promise legal privilege or absolute anonymity that I may not have the legal ability to guarantee. You are also welcome to provide information without asking me to identify you publicly.

Please do not remove, alter, destroy, or access records you are not lawfully authorized to possess or access. Preserve original documents and electronic records in their original form where possible, including dates, headers, attachments, and metadata. If you are uncertain whether you are permitted to disclose particular material—especially attorney-client, personnel, closed-session, or otherwise protected records—consider obtaining independent legal advice before transmitting it.

I am particularly interested in first-hand information concerning when the Civic relationship with AEG/Goldenvoice began; any tours, walkthroughs, site access, plans or technical materials provided before the public announcement; the drafting and implementation of the March 2026 Chapter 2.24 changes and July Procurement Policy; internal discussions concerning competition or exceptions; and the development of the Civic ENA before and after the July 14 closed session.

The purpose is to establish an accurate documentary record. Information that supports the City’s decisions is just as important as information that raises concerns.

Thank you,
Joseph DiRosa
Sincerely,
To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet.

Joe DiRosa
Founder, CEO
Artist Series, Seedlings, Tartare, BrainPower
213-STAGE-LA
(213-782-4352)
[email protected]
www.seedlings.vc
On Sep 15, 2026, at 1:57 PM, [email protected] wrote:

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 21 FOR IMMEDIATE RELEASE

DID SANTA MONICA CHANGE THE RULES BEFORE
GIVING AEG AN INSIDE TRACK?
Lawsuit Raises a Bigger Question: Did City Hall Change the Law in 2026 in a Way That Made It Easier to Dispose of Santa Monica's Public Real Estate? SANTA MONICA, Calif. — September 15, 2026 — A lawsuit challenging Santa Monica's exclusive negotiations with AEG Presents and Goldenvoice over the historic Santa Monica Civic Auditorium is raising a question that reaches far beyond one building:

Did the Santa Monica City Council change its laws in March 2026 in a way that made it easier to dispose of City-owned real estate — and, if so, why? That question is emerging from DiRosa v. City of Santa Monica, et al., Los Angeles Superior Court Case No. 26SMCP00435, brought by Joseph DiRosa following the City's decision to pursue exclusive negotiations with AEG/Goldenvoice over the Santa Monica Civic Auditorium.

The case challenges the process surrounding those negotiations. But the chronology raises a broader issue that deserves public scrutiny.

In March 2026, the Santa Monica City Council amended its municipal procurement framework to expressly place the disposition of real property within procurement authority delegated to City Manager Oliver Chi, who was charged with establishing the City's procurement policy.

Yet the resulting procurement policy, DiRosa contends, established no comparable competitive procedure governing the disposition of City real estate.

That raises an extraordinary question:

Did Santa Monica create authority to govern the disposition of public property — and then leave out the rules governing how that property must actually be offered, competed for, or disposed of?
And if so:

What prevents City Hall from choosing who gets access to Santa Monica's most valuable public properties without an open competitive process?

THE CIVIC AUDITORIUM MAY BE THE TEST CASE
The controversy is no longer hypothetical.

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 22 Months after the March 2026 action, Santa Monica moved toward an Exclusive Negotiating Agreement with AEG Presents/Goldenvoice concerning the landmark Civic Auditorium.

DiRosa had separately proposed the Santa Monica Global Conference Center (SMGCC), involving a concept developed with internationally renowned architecture firm Morphosis, and had advocated for an open process in which competing visions for the property could be evaluated.

Instead, the City pursued exclusive negotiations with AEG/Goldenvoice.

The lawsuit asks the Superior Court to examine the legality of that process and the governmental actions surrounding it.

But the implications potentially extend to every piece of real estate owned by the people of Santa Monica.

QUESTIONS THE PUBLIC DESERVES ANSWERED
The litigation and surrounding public record raise questions that reporters, taxpayers and residents can examine for themselves:

Why did the City Council expressly add disposition of real property to the City's procurement framework in March 2026?
Why does the resulting procurement policy allegedly contain no meaningful competitive procedure for disposing of City real estate? When did discussions between the City and AEG/Goldenvoice concerning the Civic actually begin?
Were those discussions underway before or during the changes to Santa Monica's procurement laws and policies?
Why wasn't the Civic opened to competing proposals before the City selected AEG/Goldenvoice for exclusive negotiations?
Did the 2026 changes merely modernize City procurement — or did they create a pathway through which valuable public property could be negotiated away without meaningful competition?
And perhaps most importantly:

IF THE CITY CAN DO THIS WITH THE CIVIC AUDITORIUM, WHAT OTHER PUBLIC PROPERTY CAN IT DO IT WITH?
“These questions are bigger than my proposal and bigger than AEG,” said Joseph DiRosa, petitioner in the case. “The public deserves to know when this relationship began, why the rules changed, what safeguards exist for public property, and whether every qualified party Item 1-A
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 23 was given a fair opportunity to compete. The Civic Auditorium belongs to Santa Monica.

The process used to determine its future should withstand public scrutiny.” THE DOCUMENTS ARE PUBLIC — READ THEM
DiRosa is making the underlying materials available so journalists do not have to rely solely on allegations or competing press statements.

A redacted media version of the most recent court filings, exhibits and supporting materials is available for press review.

The media page also collects independent reporting concerning DiRosa, the Civic Auditorium dispute and the SMGCC proposal, including coverage from:

Santa Monica Daily Press
Santa Monica Observer
Santa Monica Sun
Press coverage and the redacted case materials are available at:

SMGCC.info/news
Case: DiRosa v. City of Santa Monica, et al.

Los Angeles County Superior Court
Santa Monica Courthouse
Case No. 26SMCP00435

ABOUT THE CASE
The lawsuit challenges governmental actions surrounding Santa Monica's pursuit of exclusive negotiations with AEG Presents/Goldenvoice for the Santa Monica Civic Auditorium. DiRosa has proposed an alternative conference-center concept and contends that the City's process deprived competing proposals and the public of a lawful, transparent and competitive process.

The allegations remain subject to adjudication. The lawsuit asks the court to determine the legal issues; this release does not presume the court's ultimate findings.

MEDIA CONTACT
Joseph DiRosa
Seedlings Inc.

Media materials, coverage and redacted court documents: SMGCC.info/news Sincerely,
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 24 To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet.

Joe DiRosa
Founder, CEO
Artist Series, Seedlings, Tartare, BrainPower
213-STAGE-LA
(213-782-4352)
[email protected]
www.seedlings.vc
On Sep 5, 2026, at 1:17 PM, [email protected] wrote:

THE CITY WAS NOTIFIED EIGHT TIMES—DON’T ACCEPT ITS PR
NARRATIVE AT FACE VALUE The City of Santa Monica may portray its proposed exclusive agreement with AEG/Goldenvoice for the Civic Auditorium as routine, transparent and unopposed. The documented record—and the City’s own legal obligations—tell a different story. City officials received eight notices: August 5 — Written objection. The City was formally warned about the proposed exclusive arrangement before proceeding. August 10 — Oaks Initiative notice. The City was notified of concerns about the required disclosure of AEG/Goldenvoice’s officers, directors and individuals holding more than a 10% financial interest before receiving a qualifying public benefit. August 10 — Formal procurement protest. Santa Monica Municipal Code §2.24.110 says that once a qualifying protest is filed, “no solicitation shall be awarded” until a final determination is issued. It also requires the City Manager or designee to issue a written decision, with reasons, within 10 days. August 12 — Warning delivered before the City Council vote. The Council was expressly informed of the procurement and disclosure objections before voting, but proceeded without first resolving them. August 13 — Written addendum and supporting record. Additional facts and legal grounds were submitted, further documenting that the objections were not vague or merely political. August 21 — Demand for the overdue procurement determination. After the 10-day period passed without the required written decision, the City was formally reminded of its obligation. If the City contends §2.24.110 does not apply, it should explain that position in writing—not simply ignore the protest. August 26 — Formal Brown Act complaint. The City was notified that its closed-session and open-session procedures were being challenged. This notice did not automatically stay the agreement, but it placed officials on notice of alleged opengovernment violations before any further implementation. August 30 — Statutory Cure and Correct demand. California Government Code Item 1-A
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 25 §54960.1 gives the City 30 days after receiving the demand to cure or correct the challenged action or provide written notice that it refuses to do so. The demand does not automatically invalidate the vote, but it is a mandatory step toward asking a court to declare the action null and void.

The City cannot credibly claim it did not know about these objections. It received repeated written notice, including notice before the Council vote.

The strongest immediate contracting restriction comes from the procurement protest: if §2.24.110 applies, the City could not award the challenged solicitation until issuing its final determination. The City may dispute whether the AEG process qualifies as a procurement or solicitation—but that is now one of the central questions before the court.

A civil case has been filed in Los Angeles Superior Court challenging the City’s actions. Filing a case does not prove the allegations, and it does not by itself stop the agreement unless the court issues an injunction. But it does mean the City’s carefully managed public-relations narrative is not the final word. Residents should examine the eight notices, the City’s own procurement code and the court filing. Santa Monica deserves facts, transparency and lawful process—not propaganda. Sources: Santa Monica Municipal Code §2.24.110: https://ecode360.com/42719200 California Government Code §54960.1: https://leginfo.legislature.ca.gov/ Sincerely,
To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet.

Joe DiRosa
Founder, CEO
Artist Series, Seedlings, Tartare, BrainPower
213-STAGE-LA
(213-782-4352)
[email protected]
www.seedlings.vc
On Sep 3, 2026, at 12:29 AM, [email protected] wrote:

Santa Monica’s mayoral rotation has a glaring flaw.

Under City Charter §604 and Council Resolution 11547, the City Council selects the mayor from among its own
members—but the rules do not prevent a councilmember from Item 1-A
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 26 serving as Mayor while simultaneously running for reelection to the Council.

That should change.

The office of Mayor comes with heightened visibility,
ceremonial authority, media exposure, agenda-setting
influence, and the ability to speak for the City at public events.

During an election year, those advantages can blur the line between official City leadership and campaigning for
another term.

No sitting councilmember who is actively seeking re-election should be allowed to serve as Mayor during that election cycle.

This is not about one individual. It is about basic fairness.

The mayor’s office should not become an incumbency
advantage paid for by the prestige and visibility of City government.

Santa Monica should amend its Council rules so that any councilmember up for re-election is temporarily ineligible to serve as Mayor until the election is over.

Public office should not double as a campaign platform.

Sincerely,
To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet.

Joe DiRosa
Founder, CEO
Artist Series, Seedlings, Tartare, BrainPower
213-STAGE-LA
(213-782-4352)
[email protected]
www.seedlings.vc
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 27 David Yakobson
From: John Alle <[email protected]>
Sent: Friday, September 18, 2026 8:17 AM
To: Santa Monica Coalition

EXTERNAL
Another Summer has come and gone in Santa Monica. Theft and arrests have increased. Retail sales on 3rd Street Promenade have decreased. Tourism and hotel occupancy are down. Horror movies play out in the 3 Downtown parks day and night, as the Venice Family Clinic continues to hand out drug paraphernalia. City Attorney, City Manager and EVERY Council Member look the other way and continue shelling out homeless grant money. Hallmarks of success for City Staff and its nonprofits.

Insta
https://www.instagram.com/reel/DdbtPkYAD_b/
YouTube
https://youtu.be/qOsJrydl9nQ
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 28 David Yakobson
From: [email protected]
Sent: Saturday, September 19, 2026 11:50 AM
To: [email protected]; Shawn Landres; Nina Fresco; Jim Ries; Josh Hamilton; Leslie Lambert; Peer Chacko; Jacob Wasserman; Santa Monica City Manager's Office; Finance Mailbox
Cc: councilmtgitems; Jennifer Taylor; Oliver Chi; Susan Cline; Peter James; Sandra Santiago; Sergio Ramirez; Lisa Parson; Lauren Howland; Melissa Spagnuolo; Attorney Mailbox; Lana Negrete; Dan Hall; Ellis Raskin; Caroline Torosis; Jesse Zwick; Natalya Zernitskaya; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]
Subject: Press Release: Santa Monica Quietly Eliminated Five-Vote Safeguard for Selling City Property
Attachments: City Council Release.pdf

EXTERNAL

FOR IMMEDIATE RELEASE
Santa Monica Quietly Eliminated Five-Vote
Safeguard for Selling City Property
Consent-calendar ordinance described as routine “modernization” erased supermajority, public-notice and competitive-sale protections without identifying those consequences on the agenda
SANTA MONICA, Calif., September 19, 2026 — A review of Santa Monica’s Municipal Code before and after the City Council’s March 10 adoption of Ordinance 2849 reveals that the Council eliminated a longstanding requirement that the sale of City-owned real property receive at least five affirmative votes.

The repeal was not identified in the agenda title, the recommended Council action or the public minutes.

Instead, the public was told that the Council was considering an ordinance to “modernize the City’s procurement policies, practices and procedures.” The ordinance was introduced on the February 24 consent calendar and approved without being separately pulled for public discussion. “This was not routine administrative cleanup,” said Santa Monica resident and litigant Joe DiRosa. “The Council removed a five-vote lock protecting public property and called it procurement modernization.

The public was never plainly told that the supermajority requirement—and the accompanying publicsale protections—were being erased.” What the Council eliminated
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 29 Former Santa Monica Municipal Code §2.24.230 required:
 Five affirmative Council votes for every final sale of City-owned real property.  Five affirmative votes for a broker-negotiated sale.
 Five affirmative votes for a sale conducted without publication.  Public findings that the property was no longer needed for its original or another public purpose.  Published notice of the proposed sale.
 A designated competitive-sale process.

Ordinance 2849 replaced Chapter 2.24 “in its entirety.” The rewritten chapter ends at §2.24.110. Former §2.24.230—and every one of those explicit protections—disappeared.

No equivalent five-vote requirement appears in the current Chapter 2.24.

The new code instead moves approval thresholds and competitive procedures into an annually adopted Procurement Policy prepared by the City Manager. It also authorizes the City Manager or a designee to enter agreements to rent, lease or license real property within thresholds established by that policy. “The Council did not merely update purchasing rules,” DiRosa said. “It removed a code-level safeguard governing the sale of public land and shifted substantial authority into an administrative procurement system.”
What the agenda failed to disclose
The February 24 agenda described the item as:
“Introduction and First Reading of an Ordinance to Amend Santa Monica Municipal Code Chapter 2.24, Purchasing System, to Modernize the City’s Policies, Practices and Procedures.”
Neither that title nor the recommended actions disclosed that the ordinance would repeal:
 The five-vote requirement for selling City property.
 Mandatory findings concerning continued public need.
 Published notice requirements.
 The former competitive-sale procedures.

The full replacement language was placed in the supporting material, meaning a resident would have needed to conduct a line-by-line comparison against the existing Municipal Code to discover what was being removed.

The first reading passed 7–0. Final adoption on March 10 passed 6–0, with one Councilmember absent.

Therefore, the ordinance itself received more than five votes—but future property sales no longer carry the former express five-vote protection in Chapter 2.24.

California law and potential consequences
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 30 California’s Brown Act, Government Code §54954.2, requires a posted agenda to contain a brief general description of every item of business to be transacted or discussed.

Describing an ordinance only as procurement “modernization,” while failing to identify its repeal of a supermajority requirement protecting publicly owned real estate, raises a serious question about whether the agenda gave residents meaningful notice of the action being taken.

Potential Brown Act remedies include:
 Injunction or declaratory relief: Under Government Code §54960, an interested person or district attorney may seek a court order stopping or preventing violations or determining whether past, ongoing or threatened actions violate the Brown Act.  Invalidation of government action: Government Code §54960.1 permits courts, in qualifying and timely cases, to declare an action null and void following the required cure-and-correct process.

Strict statutory deadlines apply.
 Criminal misdemeanor liability: Under Government Code §54959, a Councilmember may face misdemeanor liability when the member attends a meeting where action is taken in violation of the Brown Act and intends to deprive the public of information the member knows—or has reason to know—the public is legally entitled to receive.
 Possible misdemeanor punishment: Where no different punishment is specified, California Penal Code §19provides for up to six months in county jail, a fine of up to $1,000, or both.

No criminal finding has been made. Criminal liability would require evidence of the specific intent required by §54959. Removing the five-vote rule is not itself a crime; the legal issue is whether officials deliberately deprived the public of legally required notice or information.

Immediate public review demanded
DiRosa is calling on the City to:

1. Publicly explain why former §2.24.230 was eliminated.

2. Identify who proposed removing the five-vote requirement.

3. Release all drafts, redlines, emails and legal memoranda concerning the rewrite.

4. Identify every City property affected by or evaluated under the new framework.

5. Restore the five-vote requirement through a publicly noticed ordinance.

6. Place any future sale, lease or major disposition of the Civic Auditorium and other significant public properties before the Council as a separately noticed public item.

The discovery is particularly significant because the City is now negotiating with AEG concerning the publicly owned Santa Monica Civic Auditorium. Although an exclusive negotiating agreement is not itself a final sale, the March rewrite removed safeguards that would have governed an eventual sale and expanded administrative authority over leases and licenses. “This Council knew the value of Santa Monica’s public real estate,” DiRosa said. “If it believed the fivevote protection was outdated, it should have said so in public, placed the repeal plainly on the agenda and defended that decision in an open hearing. It did none of those things.” Item 1-A
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 31 The issue adds to the questions raised in DiRosa v. City of Santa Monica, Los Angeles Superior Court Case No. 26SMCP00435, concerning transparency, competitive access and the City’s negotiations over the Civic Auditorium. The claims remain pending and have not been finally adjudicated.

Media Contact:

Joe DiRosa
[EMAIL ADDRESS]
Source Documents:
 Santa Monica Ordinance 2849
 Current Santa Monica Municipal Code Chapter 2.24
 California Government Code §54954.2
Sincerely,
To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet.

Joe DiRosa
Founder, CEO
Artist Series, Seedlings, Tartare, BrainPower
213-STAGE-LA
(213-782-4352)
[email protected]
www.seedlings.vc
On Sep 17, 2026, at 6:37 PM, [email protected] wrote:

Subject: Information Regarding the Santa Monica Civic — Confidential Reporting and Whistleblower Options
I am seeking information from current or former City employees, contractors, consultants, vendors, or others with first-hand knowledge concerning the Santa Monica Civic Auditorium, the City’s dealings with AEG/Goldenvoice, the procurement-policy changes adopted in 2026, or related actions by City staff or members of the City Council.

Relevant information could include documents, emails, text messages, calendar entries, meeting invitations, drafts, site-access or tour records, internal procurement or legal analyses, instructions from supervisors or Councilmembers, communications with Item 1-A
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 32 AEG/Goldenvoice, or information concerning when decisions were made and who participated.

If you have information but are concerned about retaliation or disclosure of your identity, there are several possible routes. The Los Angeles County District Attorney’s Public Integrity Division accepts written complaints concerning alleged misconduct by public officials or employees and Brown Act violations; its published process states that submissions may be anonymous if accompanied by supporting evidence. The City of Santa Monica also maintains a 24-hour Ethics Hotline for possible ethical violations by City staff at (844) 476-3844 and through its online reporting system.

For matters involving financial conflicts of interest, Government Code §1090, campaign reporting, gifts, or other Political Reform Act issues, the California Fair Political Practices Commission accepts complaints through its electronic system. The FPPC specifically permits anonymous complaints and advises anonymous filers to remove identifying information and metadata from documents if they wish to protect their identities.

You may also consult an independent attorney before disclosing information if you want advice concerning whistleblower protections, confidentiality, employment consequences, privileges, or the safest method of preserving and providing records.

If you choose to contact me directly, please tell me at the outset if you are requesting confidentiality. I will treat requests for confidentiality seriously, but I do not want to promise legal privilege or absolute anonymity that I may not have the legal ability to guarantee. You are also welcome to provide information without asking me to identify you publicly.

Please do not remove, alter, destroy, or access records you are not lawfully authorized to possess or access. Preserve original documents and electronic records in their original form where possible, including dates, headers, attachments, and metadata. If you are uncertain whether you are permitted to disclose particular material—especially attorneyclient, personnel, closed-session, or otherwise protected records—consider obtaining independent legal advice before transmitting it.

I am particularly interested in first-hand information concerning when the Civic relationship with AEG/Goldenvoice began; any tours, walkthroughs, site access, plans or technical materials provided before the public announcement; the drafting and implementation of the March 2026 Chapter 2.24 changes and July Procurement Policy; internal discussions concerning competition or exceptions; and the development of the Civic ENA before and after the July 14 closed session.

The purpose is to establish an accurate documentary record. Information that supports the City’s decisions is just as important as information that raises concerns.

Thank you,
Joseph DiRosa
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 33 Sincerely,
To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet.

Joe DiRosa
Founder, CEO
Artist Series, Seedlings, Tartare, BrainPower
213-STAGE-LA
(213-782-4352)
[email protected]
www.seedlings.vc
On Sep 15, 2026, at 1:57 PM, [email protected] wrote:

FOR IMMEDIATE RELEASE

DID SANTA MONICA CHANGE THE RULES
BEFORE GIVING AEG AN INSIDE TRACK?
Lawsuit Raises a Bigger Question: Did City Hall Change the Law in 2026 in a Way That Made It Easier to Dispose of Santa Monica's Public Real Estate?
SANTA MONICA, Calif. — September 15, 2026 — A lawsuit challenging Santa Monica's exclusive negotiations with AEG Presents and Goldenvoice over the historic Santa Monica Civic Auditorium is raising a question that reaches far beyond one building:

Did the Santa Monica City Council change its laws in March 2026 in a way that made it easier to dispose of City-owned real estate — and, if so, why?
That question is emerging from DiRosa v. City of Santa Monica, et al., Los Angeles Superior Court Case No. 26SMCP00435, brought by Joseph Item 1-A
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 34 DiRosa following the City's decision to pursue exclusive negotiations with AEG/Goldenvoice over the Santa Monica Civic Auditorium.

The case challenges the process surrounding those negotiations. But the chronology raises a broader issue that deserves public scrutiny.

In March 2026, the Santa Monica City Council amended its municipal procurement framework to expressly place the disposition of real property within procurement authority delegated to City Manager Oliver Chi, who was charged with establishing the City's procurement policy.

Yet the resulting procurement policy, DiRosa contends, established no comparable competitive procedure governing the disposition of City real estate.

That raises an extraordinary question:

Did Santa Monica create authority to govern the disposition of public property — and then leave out the rules governing how that property must actually be offered, competed for, or disposed of? And if so:

What prevents City Hall from choosing who gets access to Santa Monica's most valuable public properties without an open competitive process?

THE CIVIC AUDITORIUM MAY BE THE TEST CASE
The controversy is no longer hypothetical.

Months after the March 2026 action, Santa Monica moved toward an Exclusive Negotiating Agreement with AEG
Presents/Goldenvoice concerning the landmark Civic Auditorium.

DiRosa had separately proposed the Santa Monica Global Conference Center (SMGCC), involving a concept developed with internationally renowned architecture firm Morphosis, and had advocated for an open process in which competing visions for the property could be evaluated.

Instead, the City pursued exclusive negotiations with AEG/Goldenvoice.

The lawsuit asks the Superior Court to examine the legality of that process and the governmental actions surrounding it.

But the implications potentially extend to every piece of real estate owned by the people of Santa Monica.

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 35 QUESTIONS THE PUBLIC DESERVES ANSWERED
The litigation and surrounding public record raise questions that reporters, taxpayers and residents can examine for themselves:

Why did the City Council expressly add disposition of real property to the City's procurement framework in March 2026?
Why does the resulting procurement policy allegedly contain no meaningful competitive procedure for disposing of City real estate? When did discussions between the City and AEG/Goldenvoice concerning the Civic actually begin?
Were those discussions underway before or during the changes to Santa Monica's procurement laws and policies?
Why wasn't the Civic opened to competing proposals before the City selected AEG/Goldenvoice for exclusive negotiations?
Did the 2026 changes merely modernize City procurement — or did they create a pathway through which valuable public property could be negotiated away without meaningful competition?
And perhaps most importantly:

IF THE CITY CAN DO THIS WITH THE CIVIC AUDITORIUM, WHAT OTHER PUBLIC PROPERTY CAN IT DO IT WITH?
“These questions are bigger than my proposal and bigger than AEG,” said Joseph DiRosa, petitioner in the case. “The public deserves to know when this relationship began, why the rules changed, what safeguards exist for public property, and whether every qualified party was given a fair opportunity to compete. The Civic Auditorium belongs to Santa Monica. The process used to determine its future should withstand public scrutiny.” THE DOCUMENTS ARE PUBLIC — READ THEM
DiRosa is making the underlying materials available so journalists do not have to rely solely on allegations or competing press statements.

A redacted media version of the most recent court filings, exhibits and supporting materials is available for press review.

The media page also collects independent reporting concerning DiRosa, the Civic Auditorium dispute and the SMGCC proposal, including coverage from:

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 36 Santa Monica Daily Press
Santa Monica Observer
Santa Monica Sun
Press coverage and the redacted case materials are available at:

SMGCC.info/news
Case: DiRosa v. City of Santa Monica, et al.

Los Angeles County Superior Court
Santa Monica Courthouse
Case No. 26SMCP00435

ABOUT THE CASE
The lawsuit challenges governmental actions surrounding Santa Monica's pursuit of exclusive negotiations with AEG Presents/Goldenvoice for the Santa Monica Civic Auditorium. DiRosa has proposed an alternative conference-center concept and contends that the City's process deprived competing proposals and the public of a lawful, transparent and competitive process.

The allegations remain subject to adjudication. The lawsuit asks the court to determine the legal issues; this release does not presume the court's ultimate findings.

MEDIA CONTACT
Joseph DiRosa
Seedlings Inc.

Media materials, coverage and redacted court
documents: SMGCC.info/news
Sincerely,
To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet.

Joe DiRosa
Founder, CEO
Artist Series, Seedlings, Tartare, BrainPower
213-STAGE-LA
(213-782-4352)
[email protected]
www.seedlings.vc
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 37 On Sep 5, 2026, at 1:17 PM, [email protected] wrote:

THE CITY WAS NOTIFIED EIGHT TIMES—DON’T
ACCEPT ITS PR NARRATIVE AT FACE VALUE The City of
Santa Monica may portray its proposed exclusive agreement with AEG/Goldenvoice for the Civic Auditorium as routine, transparent and unopposed. The documented record—and
the City’s own legal obligations—tell a different story. City officials received eight notices: August 5 — Written
objection. The City was formally warned about the proposed exclusive arrangement before proceeding. August 10 —
Oaks Initiative notice. The City was notified of concerns about the required disclosure of AEG/Goldenvoice’s officers, directors and individuals holding more than a 10% financial interest before receiving a qualifying public benefit. August 10 — Formal procurement protest. Santa Monica Municipal Code §2.24.110 says that once a qualifying protest is filed, “no solicitation shall be awarded” until a final determination is issued. It also requires the City Manager or designee to issue a written decision, with reasons, within 10 days.

August 12 — Warning delivered before the City Council vote.

The Council was expressly informed of the procurement and disclosure objections before voting, but proceeded without first resolving them. August 13 — Written addendum and
supporting record. Additional facts and legal grounds were submitted, further documenting that the objections were not vague or merely political. August 21 — Demand for the
overdue procurement determination. After the 10-day period passed without the required written decision, the City was formally reminded of its obligation. If the City contends §2.24.110 does not apply, it should explain that position in writing—not simply ignore the protest. August 26 — Formal Brown Act complaint. The City was notified that its closedsession and open-session procedures were being challenged. This notice did not automatically stay the
agreement, but it placed officials on notice of alleged opengovernment violations before any further implementation.

August 30 — Statutory Cure and Correct demand. California Government Code §54960.1 gives the City 30 days after
receiving the demand to cure or correct the challenged
action or provide written notice that it refuses to do so. The demand does not automatically invalidate the vote, but it is a mandatory step toward asking a court to declare the action null and void. The City cannot credibly claim it did not know Item 1-A
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 38 about these objections. It received repeated written notice, including notice before the Council vote. The strongest immediate contracting restriction comes from the
procurement protest: if §2.24.110 applies, the City could not award the challenged solicitation until issuing its final determination. The City may dispute whether the AEG
process qualifies as a procurement or solicitation—but that is now one of the central questions before the court. A civil case has been filed in Los Angeles Superior Court
challenging the City’s actions. Filing a case does not prove the allegations, and it does not by itself stop the agreement unless the court issues an injunction. But it does mean the City’s carefully managed public-relations narrative is not the final word. Residents should examine the eight notices, the City’s own procurement code and the court filing. Santa Monica deserves facts, transparency and lawful process— not propaganda. Sources: Santa Monica Municipal Code
§2.24.110: https://ecode360.com/42719200 California
Government Code §54960.1:
https://leginfo.legislature.ca.gov/
Sincerely,
To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet.

Joe DiRosa
Founder, CEO
Artist Series, Seedlings, Tartare, BrainPower
213-STAGE-LA
(213-782-4352)
[email protected]
www.seedlings.vc
On Sep 3, 2026, at 12:29 AM, [email protected]
wrote:

Santa Monica’s mayoral rotation has a glaring
flaw.

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 39 Under City Charter §604 and Council Resolution
11547, the City Council selects the mayor from
among its own members—but the rules do not
prevent a councilmember from serving as Mayor
while simultaneously running for re-election
to the Council.

That should change.

The office of Mayor comes with heightened
visibility, ceremonial authority, media exposure,
agenda-setting influence, and the ability to
speak for the City at public events. During an
election year, those advantages can blur the line
between official City leadership and
campaigning for another term.

No sitting councilmember who is actively
seeking re-election should be allowed to serve
as Mayor during that election cycle.

This is not about one individual. It is about basic
fairness.

The mayor’s office should not become an
incumbency advantage paid for by the
prestige and visibility of City government.

Santa Monica should amend its Council rules so
that any councilmember up for re-election is
temporarily ineligible to serve as Mayor until the
election is over.

Public office should not double as a campaign
platform.

Sincerely,
To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet.

Joe DiRosa
Founder, CEO
Artist Series, Seedlings, Tartare, BrainPower
213-STAGE
(213-782-4
joe@seedlin
www.seedli
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Attachment: Written Comments [Revision 1] (7944 : Written Comments)

FOR IMMEDIATE RELEASE
Santa Monica Quietly Eliminated Five-Vote
Safeguard for Selling City Property
Consent-calendar ordinance described as routine “modernization” erased supermajority, public-notice and competitive-sale protections without identifying those consequences on the agenda
SANTA MONICA, Calif., September 19, 2026 — A review of Santa Monica’s Municipal Code before and after the City Council’s March 10 adoption of Ordinance 2849 reveals that the Council eliminated a longstanding requirement that the sale of City-owned real property receive at least five affirmative votes.

The repeal was not identified in the agenda title, the recommended Council action or the public minutes.

Instead, the public was told that the Council was considering an ordinance to “modernize the City’s procurement policies, practices and procedures.” The ordinance was introduced on the February 24 consent calendar and approved without being separately pulled for public discussion.
“This was not routine administrative cleanup,” said Santa Monica resident and litigant Joe DiRosa. “The Council removed a five-vote lock protecting public property and called it procurement modernization. The public was never plainly told that the supermajority requirement—and the accompanying public-sale protections—were being erased.” What the Council eliminated
Former Santa Monica Municipal Code §2.24.230 required:
● Five affirmative Council votes for every final sale of City-owned real property. ● Five affirmative votes for a broker-negotiated sale.
● Five affirmative votes for a sale conducted without publication. ● Public findings that the property was no longer needed for its original or another public purpose.
● Published notice of the proposed sale.
● A designated competitive-sale process.

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) Ordinance 2849 replaced Chapter 2.24 “in its entirety.” The rewritten chapter ends at §2.24.110.

Former §2.24.230—and every one of those explicit protections—disappeared.

No equivalent five-vote requirement appears in the current Chapter 2.24.

The new code instead moves approval thresholds and competitive procedures into an annually adopted Procurement Policy prepared by the City Manager. It also authorizes the City Manager or a designee to enter agreements to rent, lease or license real property within thresholds established by that policy.
“The Council did not merely update purchasing rules,” DiRosa said. “It removed a code-level safeguard governing the sale of public land and shifted substantial authority into an administrative procurement system.”
What the agenda failed to disclose
The February 24 agenda described the item as:
“Introduction and First Reading of an Ordinance to Amend Santa Monica Municipal Code Chapter 2.24, Purchasing System, to Modernize the City’s Policies, Practices and Procedures.”
Neither that title nor the recommended actions disclosed that the ordinance would repeal:
● The five-vote requirement for selling City property.
● Mandatory findings concerning continued public need.
● Published notice requirements.
● The former competitive-sale procedures.

The full replacement language was placed in the supporting material, meaning a resident would have needed to conduct a line-by-line comparison against the existing Municipal Code to discover what was being removed.

The first reading passed 7–0. Final adoption on March 10 passed 6–0, with one Councilmember absent. Therefore, the ordinance itself received more than five votes—but future property sales no longer carry the former express five-vote protection in Chapter 2.24.

California law and potential consequences
California’s Brown Act, Government Code §54954.2, requires a posted agenda to contain a brief general description of every item of business to be transacted or discussed.

Describing an ordinance only as procurement “modernization,” while failing to identify its repeal of a supermajority requirement protecting publicly owned real estate, raises a serious question about whether the agenda gave residents meaningful notice of the action being taken.

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) Potential Brown Act remedies include:
● Injunction or declaratory relief: Under Government Code §54960, an interested person or district attorney may seek a court order stopping or preventing violations or determining whether past, ongoing or threatened actions violate the Brown Act. ● Invalidation of government action: Government Code §54960.1 permits courts, in qualifying and timely cases, to declare an action null and void following the required cure-and-correct process. Strict statutory deadlines apply. ● Criminal misdemeanor liability: Under Government Code §54959, a Councilmember may face misdemeanor liability when the member attends a meeting where action is taken in violation of the Brown Act and intends to deprive the public of information the member knows—or has reason to know—the public is legally entitled to receive. ● Possible misdemeanor punishment: Where no different punishment is specified, California Penal Code §19 provides for up to six months in county jail, a fine of up to $1,000, or both.

No criminal finding has been made. Criminal liability would require evidence of the specific intent required by §54959. Removing the five-vote rule is not itself a crime; the legal issue is whether officials deliberately deprived the public of legally required notice or information.

Immediate public review demanded
DiRosa is calling on the City to:

1. Publicly explain why former §2.24.230 was eliminated.

2. Identify who proposed removing the five-vote requirement.

3. Release all drafts, redlines, emails and legal memoranda concerning the rewrite.

4. Identify every City property affected by or evaluated under the new framework.

5. Restore the five-vote requirement through a publicly noticed ordinance.

6. Place any future sale, lease or major disposition of the Civic Auditorium and other significant public properties before the Council as a separately noticed public item.

The discovery is particularly significant because the City is now negotiating with AEG concerning the publicly owned Santa Monica Civic Auditorium. Although an exclusive negotiating agreement is not itself a final sale, the March rewrite removed safeguards that would have governed an eventual sale and expanded administrative authority over leases and licenses.
“This Council knew the value of Santa Monica’s public real estate,” DiRosa said. “If it believed the five-vote protection was outdated, it should have said so in public, placed the repeal plainly on the agenda and defended that decision in an open hearing. It did none of those things.” The issue adds to the questions raised in DiRosa v. City of Santa Monica, Los Angeles Superior Court Case No. 26SMCP00435, concerning transparency, competitive access and Item 1-A
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) the City’s negotiations over the Civic Auditorium. The claims remain pending and have not been finally adjudicated.

Media Contact:

Joe DiRosa
[email protected]
Source Documents:
● Santa Monica Ordinance 2849
● Current Santa Monica Municipal Code Chapter 2.24
● California Government Code §54954.2
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 1 David Yakobson
From: mark susser <[email protected]>
Sent: Monday, September 21, 2026 12:32 PM
To: councilmtgitems
Subject: DEVELOPER STREET SWEEPER TRUCK PASSING IN FRONT OF DOUGLAS PARK PLAYGOUND ALL DAY!

EXTERNAL
To City Council Members,
There is a dangerous situation occurring every day (Monday-Friday) between the hours of 8am- 5 PM in front of the Douglass Park Playground.

While the neighborhood adjacent to the development at Wilshire Blvd and 26th Street is grateful for the effort to help keep streets clean during this stressful time, there is a very dangerous situation on-going during this development. And its happening right now! As graphically shown below: A developer provided 10,000 lbs street sweeper truck is rounding Douglas Park IN FRONT OF A PLAYGROUND OVER 100 TIMES A DAY (EVERY FOUR (4) MINUTES, EIGHT (8) HOURS A DAY, EVERY DAY!) THIS IS A DISASTER WAITING TO HAPPEN AND IT NEEDS TO END NOW.

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 2 How long are you going to let this situation continue? Until someone's child is run over? Item 1-A
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 1 David Yakobson
From: Steven Johnson
Sent: Tuesday, September 22, 2026 10:35 AM
To: councilmtgitems; Caroline Torosis; Jesse Zwick; Natalya Zernitskaya; Lana Negrete; Ellis Raskin; Barry Snell; Dan Hall; Oliver Chi; Nia Tang
Cc: Jenny Rogers; Tony Lopez; Micah Akerson; Noe Mendoza; Sonam Makker; Matthew Goldenberg; Karen Melick; Maryanne LaGuardia; Barry Rosenbaum Subject: Rec & Parks Commission Follow-Up to September 8 Trapeze School Vote Attachments: 0922-RPC-Letter-On-Trapeze-School.pdf
Esteemed Councilmembers, please find the attached letter from the Recreation & Parks Commission in response to Council’s September 8 Consent Calendar vote.

Thank you.

Steven Johnson
Chair, Recreation & Parks Commission
City of Santa Monica
(310) 429-0475

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 1685 Main Street, Santa Monica, CA 90401 • (310) 458-8411 • [email protected] santamonica.gov • @cityofsantamonica • @santamonicacity Tuesday, September 22, 2026
Re: Stop Execution of Trapeze School Agreement to Address Potential Non-Compliance with Zoning Laws Dear Mayor Torosis, City Council members, Oliver Chi and Nia Tang, The Recreation and Parks Commission (RPC) values the advisory role to the Council and City Staff as specified in the City Charter. We welcome the opportunity to advise on matters that affect our parks and recreation, and provide the following advice regarding moving the Trapeze School to Clover Park.

At our regularly scheduled September 17, 2026, RPC meeting, we reviewed the public information regarding proposed agreement between the City and the Trapeze School at Clover Park. Significant issues were identified. Commissioner Rosenbaum, who was the City’s Senior Land Use Attorney for 19 years, stated that he believes this agreement is in violation of the City’s Zoning laws for parks and open space. The experience and knowledge of the RPC commissioners to identify this critical issue is why this should have been reviewed by the RPC before the Council voted to approve the agreement.

Potential Compliance Issues with Santa Monica’s Parks and Open Space Zoning Laws Santa Monica’s Planning and Zoning ordinance for Public and Semi-Public districts, Article 9.15.020 Land Use Regulations, says that commercial uses in parks and open space for commercial, entertainment, and recreation are not permitted except for minor use permits for cinemas/ theaters. The zoning law also prohibits food and beverage sales, except as part of a full-service or limited-service restaurant in parks and open spaces. The building height limitation is 20 feet, yet the Trapeze School will be 40 feet high. We ask that the City Attorney review and determine whether entering into this agreement complies with the zoning laws for parks and open space before execution.

Process for Leasing/Licensing of Public Property was not Followed The standard process for leasing/licensing of public property was not followed for this project, possibly due to the threat of legal action, even though the grounds for suing are questionable. This process did not include an open and competitive process; the pricing does not reflect fair market value; nor was there a determination of compatibility that supports a harmonious, attractive, safe, and accessible environment. $4000/month comes out to $9.50 per hour for a 120 ft by 60 ft space using the stated operating hours of 8am-10pm in the staff report. Residents are charged $20/hour and non-residents $30/hour to rent the adjacent picnic areas that are similar or smaller in size. The City standard is for commercial rates to be higher, even double or quadruple the resident rates. This base licensing fee does not appear to be a fair market value for the opportunity.

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 1685 Main Street, Santa Monica, CA 90401 • (310) 458-8411 • [email protected] santamonica.gov • @cityofsantamonica • @santamonicacity Incomplete Financial Analysis
The Staff report’s financial analysis only lists the annual licensing revenue to the City. There is no mention of the cost to remove the trailers, which likely will far exceed $48,000 of the first year's revenues. This will negatively impact this year’s budget. Despite the agreement including the City getting 8% of the concessions revenues, there’s no estimate as to what that will be.

Determination of How the School will be Located at Clover Park The site plan for the trailer area or any other area, including the total footprint, fencing, lighting, and tree impacts, should be publicly released along with the terms of the agreement. Considering that the size of the trailer area is only 80 feet long, and the school has said it requires 120 feet long, how will this school fit in the area without disruption to the trees and open areas. The public has a right to know. How will it be compatible with the adjacent picnic areas? A Publicly Noticed Neighborhood Meeting
Because this appears to not comply with the current zoning laws for parks, if the City wishes to move forward on this, a publicly noticed neighborhood meeting addressing the issues should be held.

The City needs to immediately stop the execution and implementation of this agreement to address these issues.

We raise these concerns as a partner and look forward to working with the Council and City Staff to build and maintain great parks for our community. We hope matters like this will come to the Commission early, where our advisory role can add the most value.

Sincerely,
The Santa Monica Recreation and Parks Commission
Steven Johnson, Chair
Karen Melick, Vice-Chair
Maryanne La Guardia
Barry Rosenbaum
Sonam Makker
Matthew Goldenberg
cc: Jenny Rogers, Tony Lopez
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 1 David Yakobson
From: Clarence McDowell <[email protected]>
Sent: Tuesday, September 22, 2026 11:46 AM
To: Clerk Mailbox; councilmtgitems
Cc: Oliver Chi; Heidi von Tongeln; Jing Yeo; Caroline Torosis; Daniel Mick; Denise McGranahan; Brigette Garay
Subject: Public Comment Handout for September 22, 2026 Council Meeting — HD-11536 / Case No. 25-COM-1682 / Permit No. 26BLD-0578 — Request for Inclusion in the Meeting Record
Attachments: Council_Handout_Timeline_CodeCitation_092226.pdf

EXTERNAL
Dear City Clerk,
Attached is a handout "Timeline & Governing Code — HD-11536 Comparability Appeal" that we are presenting in connection with our public comment at tonight's City Council meeting, September 22, 2026.

The handout sets out the dated procedural history of our pending administrative appeal (filed July 22, 2026), the Santa Monica Municipal Code section governing the right to a hearing on a relocation-benefits determination SMMC § 4.36.100(i)–(j) and the case-duration figures we referenced in our remarks. These figures include the bewildering fact that 215 days have now passed since Habitability Determination HD11536 was issued on February 19, 2026. Today, the unit remains uninhabitable, with zero additional code enforcement citations issued against the landlord since that date.

We respectfully request that this handout be:

1. distributed to the Mayor and Councilmembers this evening as a companion document to our oral public comment; and

2. entered into and retained as part of the official record and minutes for tonight's meeting, consistent with the City's practice for public comment handouts.

This submission is made for the record in Case No. 25-COM-1682, HD-11536, Permit No. 26BLD-0578, and Stop Work Order CESWO-1153, and incorporates by reference all prior correspondence, claims, and reservations of rights on file with the City, including our September 19, 2026 Final Demand for a Signed, Written Determination.

Please confirm receipt and inclusion in the record. Thank you for your attention to this matter.

Respectfully,
Clarence & Victoria McDowell
1011 Pico Blvd., Unit 7, Santa Monica, CA 90405
[email protected]
Attachment: Council_Handout_Timeline_CodeCitation_092226 (Timeline & Governing Code — HD-11536 Comparability Appeal)
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Attachment: Written Comments [Revision 1] (7944 : Written Comments) Timeline & Governing Code — HD-11536
Comparability Appeal
Clarence & Victoria McDowell · 1011 Pico Blvd., Unit 7, Santa Monica, CA 90405 Case No. 25-COM-1682 · HD-11536 · Permit No. 26BLD-0578 · Stop Work Order CESWO-1153 Prepared for: Santa Monica City Council Meeting, September 22, 2026 Case-Duration Snapshot
Metric Figure Basis / source
Days since HD-11536 was
issued mandating per diem
relocation payments until the
order is lifted
215 days (Feb. 19, 2026 -
Sept. 22, 2026)
HD-11536 issuance date
confirmed in case
correspondence (Director
Yeo's Aug. 6, 2026 letter
references the Feb. 19, 2026
order)
Days since Permit No.
26BLD-0578 was issued
149 days (Apr. 27, 2026 -
Sept. 22, 2026)
Permit record on file
(26BLD-0578-PERMIT);
issuance date not yet
confirmed in the excerpts
reviewed — pull the "Issued"
date field from the permit
card before printing
Two Failed inspections on
Permit 26BLD-0578
91 days since 1st failed
inspection on Jun. 24,
2026, 2nd failed inspection
on 9/10/26
At least one failed inspection
is documented (WebPermits
report dated July 27, 2026);
confirm total count from the
full WebPermits inspection
history before printing
Separate 3-Day Notices to
Pay Rent or Quit served in
direct violation of Civil Code
1942.4
2/11, 8/11, 8/22, 9/11/2026 A $24,325 Three-Day Notice
served by Daniel Sloan is
documented in the record
(date recorded inconsistently
across correspondence as
1 Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) Metric Figure Basis / source
Aug. 11 and Aug. 21, 2026 —
reconcile against the
certified/served copy before
printing)
Additional code enforcement
citations issued against the
landlord since HD-11536
Zero Per client-confirmed case
status
Timeline of the Pending Administrative Appeal
Date Event
Feb. 19, 2026 Habitability Determination HD-11536 issued, ordering $473/night relocation per diem.

Jul. 22, 2026 Formal Administrative Appeal filed of the Jul. 11 comparability determination (804½ Pacific
Ave., Venice) — timely, within one business
day of the City's disclosure of its analysis.

Jul. 23, 2026 Supplemental Brief filed: the City's own June 15 "Method and Means"/Relocation Plan was
"not submitted … not received … not
approved or distributed" by Building.

Jul. 27, 2026 Chief Deputy City Attorney Ganschow states comparability findings are "not subject to an
administrative appeal" — no code cited.

Citation demanded in writing same day; none
ever provided.

Aug. 6, 2026 Director Yeo confirms in writing: no order lifting HD-11536 ever issued;
relocation-benefit obligation has continued.

Aug. 9, 2026 Renewed Hearing Demand filed under
SMMC § 4.36.100(i)–(j).
2 Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) Date Event
Aug. 11/21, 2026 Three-Day Notice to Pay Rent or Quit served, demanding $24,325 (date recorded
inconsistently across correspondence —
reconcile before citing in a pleading).

Sept. 3, 2026 Supplement filed: request docket/hearing
number, independent Hearing Examiner, and
confirmation HD-11536 remains operative.

Sept. 8, 2026 Written acknowledgment of Sept. 3
Supplement requested. None received.

Sept. 19, 2026 Final Demand for Signed Written
Determination sent to Chi, Yeo, Mick,
Ganschow. Deadline: 5:00 p.m., Fri., Sept.
25, 2026 — docket & set hearing, or issue
signed determination with legal citation.

Sept. 22, 2026 Tonight. 215 days since HD-11536 issued; 62 days since the appeal was filed — no docket
number, hearing examiner, or determination
issued.

Governing Code — The Right to Appeal
SMMC § 4.36.100(i): "A landlord or tenant who disputes a notice or order regarding temporary relocation benefits may request a hearing pursuant to the procedures set forth in Chapter 6.16.

Any such hearing request shall be filed with the Building Officer within five business days of the notice or order on a form provided by the Building Officer." SMMC § 4.36.100(j): Governs the renewed hearing demand procedure invoked Aug. 9, 2026, following the same request-for-hearing framework as subsection (i).

SMMC § 4.36.010(a): Comparable housing is one component of the relocation benefit determination. No provision of Chapter 4.36 exempts a comparability finding from the §

4.36.100(i)–(j) hearing right.

Contradicted City position: Announcing enforcement outcomes in City of Santa Monica v.

Goldie and City of Santa Monica v. 7th Street Partners, LLC (Bo Drake) (both March 2026), 3 Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) Deputy City Attorney Denise McGranahan publicly stated landlords have "a right to appeal a decision by code enforcement," but if they "forego the process or are not successful … they cannot simply refuse to provide the benefit." Chief Deputy City Attorney Ganschow has taken the opposite, uncited position against the McDowells' comparability appeal.

Requested Council action: (1) Direct staff to meet the Sept. 25, 2026 deadline under SMMC §

4.36.100(i)-(j) — docket the pending appeal and set a hearing, or issue a signed, lawful determination; (2) Agendize the closed-session settlement conference already requested under Government Code § 54956.9.

Prepared for the record and for submission to the City Clerk in connection with public comment at the September 22, 2026 Council meeting. All claims, rights, and remedies stated in prior correspondence are expressly reserved.
4 Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 1 David Yakobson
From: Larissa Shadchina 💃 <[email protected]>
Sent: Tuesday, September 22, 2026 5:18 PM
To: councilmtgitems
Cc: Council Mailbox
Subject: Agenda Items : 1, 2,5C September 22 Public Comment

EXTERNAL

PUBLIC COMMENT
( no
Agenda Item 1,2,5.

September 22
Agenda Item 1
affordability what can we do
Agenda Item ,2 Environment
.A
Thanks for gardens and thanks for composting in or town suggest take Compost and a garden to next level - I would like to volunteer.

B I would like promote to do more local composing and local gardening each property Santa Monica possible
C suggest. cover roof roofs with real or fake grass to make our roof‘s beautiful - it’s easily done on new buildings so I can we make all roofs gardens or look green D .

Agenda Item 5 C z‼
Why don’t VAYMO make a RECALL Why can’t they recall the vehicles and silence the sound of the cars arriving to the park silently could solve the issue.

QUESTIONS. ?

1. Re Gardening on residential areas and in Appartement buildings

1. 2 Where is it allowed to donate and plant fruit trees in town in public or private front yard ? Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) 2 1. 3 How can we improve gardening? How can we open garden every day not just on once a week occasions ..make more gardens good for food security and good for mental health

1.4. Where can I pick up Extra? Composed Bind and Marketing Materials ?

1.5 how can we make garden in each property and local compost stations I’d like to Volonteer for gardening and compost movements Who do I contact ?
WILL THERE BE DETAILS DISCLOSE ABOUT THESE CONTRACTS?
WHERE ARE THEY REGARDING THE SANTA MONICA CITY SPENDING MONEY To what actual causes ? Special Thanks 뤳륝륟률륡륞
, Santa Monica city organizing compost program I would like to volunteer participate. Who Should I contact and would like to develop gardening and composing and growing food and other productive environment friendly grow trees
the city ideas
Gardening Positive Effects on Physical and Mental Health Warm Wishes
Lala Green
[email protected]
“So then the Lord Jesus, after he had spoken to them, was taken up into heaven and sat down at the right hand of God.”
Mark 16:19 ESV
https://bible.com/bible/59/mrk.16.19.ESV
“And they went out and preached everywhere, while the Lord worked with them and confirmed the message by accompanying signs.]]”
Mark 16:20 ESV
https://bible.com/bible/59/mrk.16.20.ESV
Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) Item 1-A
September 22, 2026
Item 1-A
September 22, 2026

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Attachment: Written Comments [Revision 1] (7944 : Written Comments) City Council
Report
City Council Meeting: September 22, 2026
Agenda Item: 2.A
1 of 1
To: Mayor and City Council
From: Oliver Chi, City Manager, City Manager's Office
Subject: Commendation: Senator Ben Allen
Prepared By: Amy Larkin, Staff Assistant III
Approved Forwarded to Council
Attachments:

A. Written Comments

2.A
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1 David Yakobson
From: Jacob Wasserman <[email protected]>
Sent: Monday, September 21, 2026 9:24 PM
To: councilmtgitems
Subject: Disappointment on the Senator's Housing Record—re: Item 2.A

EXTERNAL
As the Council commends the Senator on the conclusion of his terms, I write for myself with disappointment on Senator Allen's record on housing, the crisis most pressing for California. On major bills like SB 79 (2025) and SB 9 (2021), not only did Senator Allen not vote to support much-needed housing production reforms, but he did not stand on any principles and instead refused to vote either way (effectively a vote against but without the courage of one's convictions).

Jacob Wasserman
90403
Item 2-A
September 22, 2026
Item 2-A
September 22, 2026

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Attachment: Written Comments (7931 : 2.A Commendation: Senator Ben Allen) City Council
Report
City Council Meeting: September 22, 2026
Agenda Item: 2.B
1 of 1
To: Mayor and City Council
From: Oliver Chi, City Manager, City Manager's Office
Subject: Proclamation: Filipino American History Month
Prepared By: Amy Larkin, Staff Assistant III
Approved Forwarded to Council

2.B
Packet Pg. 75
City Council
Report
City Council Meeting: September 22, 2026
Agenda Item: 2.C
1 of 1
To: Mayor and City Council
From: Oliver Chi, City Manager, City Manager's Office
Subject: Proclamation: Breast Cancer Awareness Month
Prepared By: Amy Larkin, Staff Assistant III
Approved Forwarded to Council

2.C
Packet Pg. 76
City Council
Report
City Council Meeting: September 22, 2026
Agenda Item: 2.D
1 of 1
To: Mayor and City Council
From: Denise Anderson Warren, Interim City Clerk, Records and Election Services Department
Subject: Recognition of Outgoing Board & Commission Members The City of Santa Monica has a rich history of public participation through its boards, commissions, and task forces program. These volunteers serve in an advisory capacity, assisting the Council in providing linkages between residents, organizations, city officials and the general community.

On behalf of the City of Santa Monica, the City Council, in coordination with the Office of the City Clerk, would like to extend their appreciation and well wishes to the following members who completed a minimum of two full terms (see attached list).

Prepared By: Priscilla Bouvet, Administrative Analyst
Approved Forwarded to Council
Attachments:

A. Outgoing Board/Commission Member Recognition List
B. Written Comments

2.D
Packet Pg. 77
Name: Meeting Body:

Kevin Daly Architectural Review Board
Mary-Elizabeth Michaels Arts Commission
Mary Marlow
Clean Beaches & Ocean Parcel Tax Resident
Oversight Committee
Bruce J. Leddy Human Services Commission
Tamara S. Kagel Human Services Commission
Dolores Sloan Landmarks Commission
Roger Genser Landmarks Commission
Shawn Landres Planning Commission
John Cyrus Smith Recreation & Parks Commission
Misti Kearns Santa Monica Pier Corporation

2.D.a
Packet Pg. 78
Attachment: Outgoing Board/Commission Member Recognition List (7926 : 2.D Recognition of Outgoing Board & Commission Members) 1 David Yakobson
From: Jacob Wasserman <[email protected]>
Sent: Monday, September 21, 2026 4:04 PM
To: Lana Negrete; Barry Snell; Ellis Raskin; Jesse Zwick; Natalya Zernitskaya; Dan Hall; Caroline Torosis
Cc: councilmtgitems; Council Mailbox
Subject: Public Comment: Item 2.D

EXTERNAL
Speaking for myself, I want to commend and thank Shawn Landres for his years of service on the Planning Commission and his longstanding dedication to the community.

Jacob Wasserman
90403
Item 2-D
September 22, 2026
Item 2-D
September 22, 2026

2.D.b
Packet Pg. 79
Attachment: Written Comments (7926 : 2.D Recognition of Outgoing Board & Commission Members) City Council
Report
City Council Meeting: September 22, 2026
Agenda Item: 4.A
1 of 12
To: Mayor and City Council
From: Christopher Dishlip, Director of Public Works, Engineering Services Division Subject: Contract Award and Modifications for On-Call Civil Design, Surveying, Transportation Planning, and Engineering Services Contracts for the Public Works Department

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Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemptions pursuant to Sections 15262 (Feasibility and Planning Studies) and 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines;

2. Authorize the City Manager to execute a first modification to agreement #11702 in the amount of $1,500,000 with Tetra Tech for on-call civil engineering design services for the Public Works Department. This will result in an amended agreement with new a total amount not to exceed $3,000,000, with future year funding contingent on Council budget approval;

3. Authorize the City Manager to execute a first modification to Agreement #11703 in the amount of $1,500,000 with Stantec Consulting for on-call civil engineering design services for the Public Works Department. This will result in an amended agreement with a new total amount not to exceed $3,000,000, with future year funding contingent on Council budget approval;

4. Authorize the City Manager to execute a first modification to agreement #11704 in the amount of $1,500,000 with Willdan Engineering for on-call civil engineering design services for the Public Works Department. This will result in an amended agreement with a new total amount not to exceed $3,000,000, with future year funding contingent on Council budget approval;

5. Award RFP #SP2721 to Egis USA, Inc. (formerly A. Lochner Company) and Kimley-Horn and Associates, Inc. as additional qualified firms for on-call civil engineering design services for the Public Works Department;

6. Authorize the City Manager to execute an agreement with Egis USA, Inc. (formerly A. Lochner Company) in an amount not to exceed $3,000,000 for fiveyears, with one additional five-year renewal option on the same terms and conditions, for a total amount not to exceed $3,000,000, with future funding contingent on Council budget approval;

7. Authorize the City Manager to execute an agreement with Kimley-Horn and Associates, Inc. in an amount not to exceed $3,000,000 for five-years, with one additional five-year renewal option on the same terms and conditions, for a total amount not to exceed $3,000,000, with future funding contingent on Council budget approval;

8. Authorize the City Manager to execute a first modification to agreement #11721 in the amount of $250,000 with PSOMAS, for on-call surveying services the Public Works Department. This will result in an amended agreement with a new total amount not to exceed $500,000, with future year funding contingent on Council budget approval;

9. Authorize the City Manager to execute a first modification to agreement #11722 in the amount of $250,000 with KDM Meridian, for on-call surveying services the Public Works Department. This will result in an amended agreement with a new total amount not to exceed $500,000, with future year funding contingent on Council budget approval;

10. Award RFP #SP2539 to Cannon Corporation as an additional qualified firm for on-call surveying services for the Public Works Department;

11. Authorize the City Manager to execute an agreement with Canon Corporation, in an amount not to exceed $500,000 for five-years, with one additional five-year

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renewal option on the same terms and conditions for a total amount not to exceed $500,000, with future year funding contingent on Council budget approval;

12. Authorize the City Manager to execute a first modification to agreement #11622 in the amount of $1,000,000 with Fehr & Peers, for on-call transportation planning and engineering services the Department of Public Works. This will result in an amended agreement with a new total amount not to exceed $2,000,000, with future funding contingent on Council budget approval;

13. Authorize the City Manager to execute a first modification to agreement #11624 in the amount of $1,000,000 with Kimley-Horn, for on-call transportation planning and engineering design services for the Public Works Department. This will result in an amended agreement with a new total amount not to exceed $2,000,000, with future year funding contingent on Council budget approval;

14. Authorize the City Manager to execute a first modification to agreement #11625 in the amount of $1,000,000 with Egis USA, Inc., for on-call transportation planning and engineering design services for the Public Works Department. This will result in an amended agreement with a new total amount not to exceed $2,000,000, with future year funding contingent on Council budget approval;

15. Authorize the City Manager to execute a first modification to agreement #11626 in the amount of $1,000,000 with Michael Baker International, for on-call transportation planning and engineering design services for the Public Works Department. This will result in an amended agreement with a new total amount not to exceed $2,000,000, with future year funding contingent on Council budget approval;

16. Authorize the City Manager to execute a first modification to Agreement #11628 in the amount of $1,000,000 with Toole Design Group, for on-call transportation planning and engineering design services for the Public Works Department. This will result in an amended agreement with a new total amount not to exceed $2,000,000, with future year funding contingent on Council budget approval; and

17. Authorize the City Manager to execute an agreement with Iteris, Inc., in an amount not to exceed $2,000,000 for one year, with two additional one-year renewal options, on the same terms and conditions with future year funding contingent on Council budget approval.

Summary
The Public Works Department continues to prioritize timely infrastructure improvements, enhancements, and efficient project delivery consistent with the City Council’s goals of a Clean and Safe Santa Monica and a Sustainable and Connected Community. To maintain these service levels, Public Works utilizes On-Call Civil Engineering Design Services, On-Call Surveying Services, and On-Call Transportation Planning and Engineering Design Services to address smaller-scale, time sensitive, and grant driven projects efficiently.

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Since the award of the current on-call agreements, demand for rapid turnaround design services has significantly increased due to 311 inquiries, streetlighting and traffic-signal infrastructure improvement needs, grant-funded improvements, Vision Zero safety projects, and major pavement rehabilitation work, special event network planning for large-scale events such as the 2028 Olympic and Paralympic Games, and additional projects arising from the realignment plan. To ensure continued responsiveness to these growing needs and to strengthen the competitive pool of qualified consultants, and continue delivering requested work amid rising workloads staff recommends the following:

On-Call Civil Engineering Design Services
Staff recommends modification of the existing agreements with three of the City’s qualified on-call civil engineering design services consulting firms, Tetra Tech, Inc., Stantec Consulting Services, Inc., and Willdan Engineering, to update the previously awarded not-to-exceed amount of $1,500,000 per agreement over the original five-year period, with one five-year renewal option under the same terms and conditions, to a new not-to-exceed amount of $3,000,000 per agreement.

Furthermore, staff recommends entering into on-call civil engineering design services agreements with Egis, USA, Inc. (formerly A. Lochner Company) and Kimley-Horn and Associates, Inc in an amount not to exceed $3,000,000 over a five-year period, with one five-year renewal option. Both firms were evaluated and determined to be the next two highest‑ranking consultants following the top three firms, Tetra Tech, Inc., Stantec Consulting Services, Inc., and Willdan Engineering, which were awarded agreements under RFP #SP2721, issued in October 2024.

On-Call Surveying Services
Staff recommends modification of the existing agreements with two of the City’s qualified on-call surveying services consulting firms, PSOMAS and KDM Meridian, to update the previously awarded not-to-exceed amount of $250,000 per agreement over

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the original five-year term, with one five-year renewal option under the same terms and conditions, to a new not-to-exceed amount of $500,000 per agreement.

Furthermore, staff recommends executing an on-call surveying services agreement with Cannon Corporation, in an amount not to exceed $500,000 over a five-year term, with one five-year renewal option. The firm was evaluated and determined to be the next highest‑ranking consultant following the top three firms, which were awarded agreements under RFP #SP2539 issued in 2024.

On-Call Transportation Planning and Engineering Design Services Staff recommends modification of the existing agreements with five of the City’s on-call transportation planning and engineering design consulting firms, Fehr & Peers, KimleyHorn, Egis USA, Inc. (formerly A. Lochner Company), Michael Baker International, and Toole Design Group, to update the previously awarded not-to-exceed amount of $1,000,000 per agreement under the same terms and conditions, to a new not-toexceed amount of $2,000,000 per agreement over the same original three-year term, with two one-year renewal options.

Furthermore, staff recommends executing an on-call transportation planning and engineering design services contract to Iteris, Inc. in an amount not to exceed $2,000,000 over a one-year period, with two one-year renewal options. The firm was evaluated and determined to be the next highest‑ranking consultant following the top five firms, which were awarded agreements under RFP #406, issued in 2024.

Discussion
On-Call Civil Engineering Design Services
Since the initiation of the current civil on-call design agreements, the City has relied heavily on this delivery model to expedite priority work across multiple public infrastructure programs. The on-call model has proven essential in allowing staff to avoid lengthy procurement cycles and to deliver conceptual designs, construction documents, and technical analyses for critical, time-sensitive projects. This approach supports the City’s realignment plan by promoting safe neighborhoods and clean

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streets. Consultant utilization has steadily increased due to recurring operational needs and overlapping capital project schedules. Stantec, one of the City’s three on-call consultants, has reached approximately $1,300,000 in authorized task orders in just one year, leaving little capacity under its current $1,500,000 contract limit. This fiscal constraint restricts project scheduling flexibility and places greater pressure on the remaining two consultants. Additionally, recent task order solicitations have produced only one or two proposals, reducing internal competition, and limited staff’s ability to match specialized expertise to the needs of each project.

Due to the ongoing constraints the current bench is experiencing, and the anticipation of a growing volume of capital improvement projects driven both by routine City needs and major upcoming events, staff recommends modifying the existing agreement structure with Tetra Tech, Inc, Stantec Consulting Services, and Willdan Engineering to a new not-to-exceed amount of $3,000,000 per agreement over the same term and conditions.

This would allow the City to address these challenges and preserve the efficiencies outlined in the March 2025 staff report. (Attachment A).

Staff also recommends modifying the existing on-call structure by expanding the consultant bench from three to five qualified firms. Increasing the available pool would strengthen competitiveness, improve consultant availability, and reduce schedule risk for high-priority and grant-funded efforts. Staff evaluated these consultants as part of RFP #SP2721 that was issued on October 2024. Tetra Tech, Inc., Stantec Consulting Services, Inc., and Willdan Engineering were evaluated to be the top three qualified consultants. Staff recommends executing agreements with the next two highest ranking qualified consultants for On-Call Civil Engineering Design Services, Egis USA, Inc., (formerly A. Lochner Company) and Kimley-Horn and Associates, Inc. Each agreement would be executed in an amount not to exceed $3,000,000 over a five-year period, with one five-year renewal option.

On-Call Surveying Services
The on-call surveying model has been a critical component of the Public Works Department’s project delivery strategy since the existing agreements were established

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in 2025. By maintaining pre-qualified firms on standby, staff have been able to respond quickly to field-driven needs, advance capital improvement projects without initiating new procurement cycles, and deliver a broad range of professional land surveying services, including, but not limited to, topographic and boundary surveys, construction staking, legal descriptions, and parcel map preparation, in support of both routine operations and time-sensitive priorities.

Demand for surveying services has grown steadily, driven by overlapping capital project schedules, grant-funded work, and increasing field requests across multiple programs.

As a result, PSOMAS has fully exhausted its authorized not-to-exceed amount of $250,000, leaving KDM Meridian as the only firm currently available to receive new task orders. Operating with a single active consultant undermines the competitive framework that the on-call model was designed to maintain, narrows the range of specialized expertise available to staff, and introduces meaningful schedule risk should KDM Meridian experience capacity constraints on concurrent assignments.

To restore bench depth and preserve the responsiveness and efficiency that on-call surveying services provide, staff recommend modifying the existing agreements with PSOMAS and KDM Meridian to a new total not-to-exceed amount of $500,000 per agreement over a five-year period, with one five-year renewal option. Increasing the contract authority is essential to maintain uninterrupted service delivery as surveying demands continue to intensify alongside expanding CIP pipelines, accelerated grant-funded project schedules, and growing citywide operational needs.

Staff also recommend expanding the on-call surveying services consultant pool by adding Cannon Corporation. Cannon Corporation was evaluated under RFP #SP2539 and ranked as third highest qualified firm. Adding this firm to the on-call list enables staff to restore competitive task order solicitation awards and strengthens the City's capacity to deliver surveying services efficiently across its capital improvement program.

On-Call Transportation Planning and Engineering Design Services The Transportation Planning and Engineering on-call services were established on September 24, 2024 (Attachment C) to support traffic engineering, multimodal planning,

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Vision Zero safety improvements, curb management, transit integration, operational analyses, and special event network planning and coordination for large-scale events such as the 2028 Olympic and Paralympic Games. The volume and pace of mobility work have grown substantially due to new grant awards, community requests, and evolving safety priorities.

The initial Request for Qualifications (RFQual #406) resulted in five on-call contracts executed with the highest-ranked vendors, along with a shortlist of three additional vendors from which contracts could be awarded at the City's discretion. The five existing contracts with Fehr & Peers, Kimley-Horn Associates, Egis USA, Inc. (formerly A.

Lochner Company), Michael Baker International, and Toole Design Group each have a purchasing authority of $1,000,000, for a total authorized value not to exceed $5,000,000. Approximately half of that authority has been exhausted after 18 months of contract activity.

Staff anticipates that the growing workload across transportation planning, traffic engineering, and CIP project delivery, along with network analysis and transportation planning and management for large events, including the 2028 Olympic and Paralympic Games, in the coming years will exhaust remaining contract authority before the contracts expire and at a critical moment for the City’s economic recovery efforts, constraining the City's ability to manage large scale events while also advancing project work on schedule. To address this risk, staff recommends modifying the five existing oncall contracts to increase the previously awarded not-to-exceed amount of $1,000,000 per agreement under the same terms and conditions, to a new not-to-exceed amount of $2,000,000 per agreement over the same original three (3) year term, with two one-year renewal options.

Staff also recommend executing one additional on-call contract with Iteris, Inc., the sixth-ranked vendor from RFQual #406. This action would exercise the discretionary short-listing authority established during the RFQual process and ensure the City retains adequate consultant capacity to deliver timely technical support in anticipation of

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large-scale events in the City, while still advancing priority mobility projects without delay.

Environmental Review
The award of as-needed professional services agreements for On-Call Civil Engineering Design Services, On-Call Surveying Services, and On-Call Transportation Planning and Engineering Design Services is exempt from CEQA pursuant to Section 15262 (Feasibility and Planning Studies), that exempts feasibility and planning studies for possible future actions which the agency, board, or commission has not approved, adopted, or funded. Additionally, the agreements are categorically exempt from CEQA pursuant to Section 15061(b)(3) (Common Sense Exemption) of the CEQA Guidelines which states that CEQA does not apply “where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” These agreements will provide an on-call list for design services. It can be seen with certainty that the agreements would not result in adverse physical impacts on the environment, and as such, is exempt from CEQA.

Past Council Actions
Meeting Date Description
March 11, 2025
(Attachment A)
Award RFP SP2721 and Agreements for On-Call Civil
Engineering Design Services
May 27th, 2025
(Attachment B)
Award RFP SP2539 and Agreements for On-Call Surveying
Services
September 24, 2024
(Attachment C)
Award and Establish Shortlist of Pre-Qualified Consultants and Contracts for On-Call Transportation Planning and
Engineering Design Services
Financial Impacts and Budget Actions

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Staff seeks authority to approve available funding from various City funds to award an as-needed professional services agreement with Egis USA, Inc., (formerly A. Lochner Company) and Kimley-Horn and Associates, Inc. for on-call civil engineering design services; with Cannon Corporation for on-call surveying services; and with Iteris, Inc. for On-Call Transportation Planning and Engineering Design Services.

Contract Request
Service Vendor
FY 2026-27
Request
Amount
Future Years Account #
Total
Contract
Amount
On-Call Civil
Engineering
Design
Egis, USA Inc. (formerly
A. Lochner Company) $300,000 $2,700,000 Various $3,000,000 Kimley-Horn and
Associates, Inc $300,000 $2,700,000 Various $3,000,000
On-Call
Surveying
Services
Cannon Corporation
$50,000 $450,000 Various $500,000
On-Call
Transportation
Planning
Iteris, Inc
$666,667 $1,333,333 Various $2,000,000
Staff also seeks authority to approve funding from various City funds to increase the agreement with Tetra Tech, Inc., Stantec Consulting Inc, Willdan Engineering from $1,500,000 to $3,000,000 over a five-year period, with one five-year renewal option; to increase the amount on of the agreement with PSOMAS and KDM Meridian from $250,000 to $500,000 over a five-year period, with one five-year renewal option; and to increase the agreements with Fehr & Peers, Kimley Horn, Egis USA, Inc. (formerly A.

Lochner Company), Michael Baker International, and Toole Design Group from $1,000,000 to $2,000,000 over the initial three-year term, with two one year renewal options, as summarized below.

Task Orders will be issued, as needed, for future budgeted City projects and related surveying services. Anticipated projects include Vision Zero transportation improvements, annual improvement projects involving paving, utilities, and drainage, stormwater infrastructure projects, bluff stabilization projects, and other related capital

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improvement projects. The use of Task Orders will provide the City with flexibility to obtain surveying services on an as-needed basis to support the timely delivery of these projects.

Agreement Modification Request
Service Agreement
Current
Authorized
Amount
FY 2026-27
Request
Amount
Future
Years Account #
Total Revised
Contract
Amount
On-Call Civil
Engineering
Design
11702 $1,500,000 $500,000 $1,000,000 Various $3,000,000 11703
1,500,000

500,000

1,000,000 Various 3,000,000
11704
1,500,000

500,000

1,000,000 Various 3,000,000
On-Call
Surveying
Services
11721

250,000

50,000

200,000 Various

500,000
11722

250,000

50,000

200,000 Various

500,000
On-Call
Transportation
Planning
11622

1,000,000

500,000

500,000 Various

2,000,000
11624

1,000,000

500,000

500,000 Various

2,000,000
11625

1,000,000

500,000

500,000 Various

2,000,000
11626

1,000,000

500,000

500,000 Various

2,000,000
11628

1,000,000

500,000

500,000 Various

2,000,000
Modifying the existing agreements and awarding the recommended agreements do not negatively impact any previously unfunded or future projects, as the agreements would only be utilized for funded City projects, as reflected in the adopted operating and capital improvement program budgets. Expenditures would be incurred upon the issuance of a task order by the Public Works Director, City Engineer or Capital Improvements Manager, the cost of which would be charged to each department or applicable CIP account as needed and only if funding is available.

Future year funding is contingent on Council budget approval.

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12 of 12
Prepared By: Jonathan Maldonado, Civil Engineering Associate Approved Forwarded to Council
Attachments:

A. March 11, 2025 Staff Report (Web Link)
B. May 27th, 2025 , Staff Report (Web Link)
C. September 24, 2024 Staff Report (Web Link)
D. Kimley Horn - Levine Act
E. Kimley Horn - Oaks Initiative
F. Cannon -Levine Act
G. Cannon -Oaks Initiative
H. Iteris, Inc - Oaks Initiative
I. Iteris, Inc - Levine Act
J. Toole_Design_Group_11628_PSA_Fully Executed
K. Michael_Baker_11626_PSA_Fully Executed
L. Fehr_&_Peers_11622_PSA_Fully Executed
M. KOA_11625_PSA_Fully Executed
N. Kimley-Horn_11624_PSA_Fully Executed
O. Psomas_11721_ASA_Executed
P. KDM_11722_ASA_Executed
Q. Willdan_11704_ASA_Executed
R. TetraTech_11702_ASA_FULLYEXECUTED
S. Stantec _11703_ASA_EXECUTED

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Packet Pg. 91
City of Santa Monica Levine Act Disclosure Form

CITY OF SANTA MONICA

CALIFORNIA LEVINE ACT DISCLOSURE
The Levine Act prohibits City Officers from participating in any action related to a contract, license, permit, or entitlement if such Officer received campaign contributions totaling more than $500 within the previous twelve months, and for twelve months following the date of a final decision, from a party or participant to the proceeding, or their agent.

Section 84308(a)(4) of the Levine Act defines an "Officer" as follows: “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. The term “Officer” is further defined 2 Cal.

Code Regs. Section 18438.1, which states:

An officer of an agency includes only those persons who make, participate in making, or in any way attempt to use their official position to influence a decision in the license, permit, or entitlement for use proceeding, or who exercise authority or budgetary control over the agency or officers who may do so, and:
(1) Serve in an elected position, including an official appointed to an elected position due to an interim vacancy or an election otherwise canceled because the official was the sole candidate for the position;
(2) Serve as a member of a board or commission;
(3) Serve as the chief executive of a state agency, or county, city or district of any kind; or (4) Have decision making authority with respect to the proceeding involving a license, permit, or other entitlement for use and is also a candidate for elected office or has been a candidate for elective office in the 12 months prior to the proceeding.

A list of Santa Monica Elected Officials and members of boards and commissions can be found at the following links. The party making this certification is responsible for determining whether a recipient of a political contribution is a City Officer prior to completing this form. https://www.smgov.net/departments/council/
https://www.santamonica.gov/departments/rent-control
https://www.smgov.net/boards/
Have you, your company, or any agent on behalf of you or your company, made any political contributions of more than $500 to any City Officer in the twelve months preceding the date of the submission of your application or proposal? ____YES ____ NO
Name of Councilmember or City Officer: _________________________________ Name of Contributor: _________________________________________________ Date(s) of Contribution(s): ____________________________________________ Amount(s) ________________________________________________________ Please specify below and/or add additional sheet(s) to identify additional Councilmembers or City Officers to whom you and/or your agents made campaign contributions. ✔
Docusign Envelope ID: 19BD1ADC-7823-8362-80C0-C9D364DA385B

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Attachment: Kimley Horn - Levine Act (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) City of Santa Monica Levine Act Disclosure Form
Answering YES does not preclude the City of Santa Monica from awarding a contract, license, permit, or entitlement or taking any subsequent action related to the item. It does, however, preclude the identified City Officer from participating in any actions related to such item.

By signing below, you certify you also agree to disclose to the City any future contributions made to Councilmembers or other City Officers by you or your agent(s) after the date of signing this disclosure form, and within 12 months following the approval, renewal, or extension of the requested contract, license, permit, or entitlement.

I HEREBY CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIATHAT THE FOREGOING IS TRUEAND CORRECT.

Signed: ____________________________ Date: ____________________ Print Name: _________________________ Title: _____________________ Company: __________________________
Additional Disclosures:

Please note this form is a public record and subject to a California Public Records Act request.

Alyssa Phaneuf Vice President Kimley-Horn and Associates, Inc.

Docusign Envelope ID: 19BD1ADC-7823-8362-80C0-C9D364DA385B 7/13/2026

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Packet Pg. 93
Attachment: Kimley Horn - Levine Act (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) SANTA MONICA CITY ATTORNEY’S OFFICE
TO: Public
FROM: City Attorney’s Office
RE: Levine Act Disclosure Form
The Levine Act (Government Code 84308) is a California law aimed at preventing “pay to play” practices by prohibiting parties, participants, and their agents in a proceeding involving a license, permit, or other entitlement from contributing more than $500 to an officer of the City during a 12-month period. The prohibition applies to any 12-month period while the proceeding is pending and for 12 months following the date a final decision is rendered in the proceeding.

State law requires a party to a proceeding to disclose any contributions exceeding an aggregate $500 that the party and their agents have made to an officer of the City within the preceding 12 months. The Disclosure Form is intended to assist City officials with recognizing when they have an obligation to disclose and recuse themselves, and to aid parties with their disclosure obligations.

1. To what sort of proceedings is the disclosure form applicable? The Levine Act applies to all discretionary entitlements and contracts, with the exception of labor contracts, personal employment contracts, and contracts that must be awarded to the lowest responsive/responsible bidder. It does not apply to ministerial approvals.

For instance, the Levine Act applies to the following:
• Building and development permits
• Conditional use permits
• Contracts generally (unless an exception applies):
o Real property contracts for purchase, sale, lease
o Contract amendments
o Settlement agreements
o Contracts for goods, services, professional services that are not awarded pursuant to a competitive process
• Public street abandonments
• Private development plans
• Professional license revocations
• Rezoning of specific real estate parcels
• Event permits
• Rulemaking procedures affecting a particular industry where only a small number of businesses are affected
• Special district formation proceedings involving the creation of a special use or benefit to the person in the district
• Tentative subdivision and parcel maps
Docusign Envelope ID: 19BD1ADC-7823-8362-80C0-C9D364DA385B

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Packet Pg. 94
Attachment: Kimley Horn - Levine Act (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1)

• Zoning variances
• Vacation of a public easement across private property • Pre-applications, such as for General Plan Amendment, considered by the legislative body prior to filing of formal application
• Contracts entered under the City Manager’s Authority
• Closed session items that may result in a contract/settlement agreement approved by Council (real estate or litigation)
It does not apply to:
• Contracts under $50,000
• Contracts where no party receives financial compensation • Contracts between two or more public agencies
• Competitively bid contracts that are required by law, agency policy, or agency rule to be awarded pursuant to a competitive process
• Purely ministerial decisions
• General policy decisions or rules where the interests affected are many and diverse
• Ordinances and resolutions (except items like development agreements adopted by ordinance)
• Ballot measures
• Departmental policies
• Council rules
• Labor contracts and project labor agreements
• Personal employment contracts
• Allocation of resources in the City budget

2. Who is required to disclose?
A “party” to a proceeding is any person who files an application for, or is the subject of, a proceeding. In general, a person or company who applies for a permit, license, or right to use property in a particular way, which requires the City’s discretionary approval, will qualify as a party.

Parties are also required to disclose contributions by their agents. An “agent” is someone who (1) represents a party to a proceeding for compensation; and (2) appears before or otherwise communicates with the City for the purpose of influencing the pending proceeding. This can include law firms, architects, engineers, consultants, and similar entities. Both the individual and their employer or firm are considered “agents.” A party should also disclose contributions of other entities majority owned by the party, as well as contributions of any other entity whose contributions it directs or controls.

3. What must be disclosed?
A party must disclose campaign contributions over $250 made in the prior twelve months.

A “contribution” is anything of value for which the party has not received full consideration, including money, nonmonetary items, payments made for advertising or Docusign Envelope ID: 19BD1ADC-7823-8362-80C0-C9D364DA385B

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Packet Pg. 95
Attachment: Kimley Horn - Levine Act (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1)

other expenses coordinated with a candidate or committee, loans, tickets to political fundraisers, etc.

4. Who is considered an officer of the City?
An “officer” is anyone who may make, participate in making, or attempt to influence a decision in the proceeding or who exercises authority over officers who may do so. This includes elected officials, members of appointed boards and commissions, the City Manager, and any individual who is a candidate for elected office or who has been a candidate in the twelve months prior to the decision. This definition is included on the Disclosure Form.

5. When should the disclosure occur?
The Disclosure Form must be completed (1) by a party to a contract with the City (or that party’s agent) at the time the party submits a response to a Request for Proposal or other competitive solicitation, enters into contract negotiations with the City, or executes a contract with the City, whichever is earliest; or (2) by a party to a license, permit, or other entitlement proceeding before the City at the time the party (or their agent) submits the license, permit, or entitlement application to the City. The party (or their agent) must submit a supplemental form if they make any new reportable contributions while the same contract, license, permit, or other entitlement is being considered. The party (or their agent) must also use the form if they need to correct any previously submitted form.

Parties are solely responsible for completing the form accurately, and could face penalties for failure to do so. The California Fair Political Practices Commission (FPPC) is the body who enforces violations of the Levine Act. If a party is uncertain about whether they are required to report or combine a contribution, they should consult with their attorney.

Nothing herein constitutes legal advice and individuals are urged to consult with their own attorney regarding the requirements of the law. To the extent there is any inconsistency, the language of the Levine Act and FPPC Regulations govern over this notice. Resources for officers, parties, participants, and agents, are available on the FPPC’s website at https://www.fppc.ca.gov/learn/pay-to-play-limits-and-prohibitions.html Docusign Envelope ID: 19BD1ADC-7823-8362-80C0-C9D364DA385B

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Packet Pg. 96
Attachment: Kimley Horn - Levine Act (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1)

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

Public benefits include:

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

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

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

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

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

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

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

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

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

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

Prepared by: Title:

Signature: Date:

Email: Phone:

FOR CITY USE ONLY:

Bid/PO/Contract # Permit #
Kimley-Horn and Associates, Inc.

See attached list
N/A - Kimley-Horn and Associates, Inc. is wholly owned by Associates Group Services, Inc., which is wholly owned by APHC, Inc., which is owned by over 1000 Kimley-Horn employees, none of which own 2% or more of the outstanding shares.

July 13, 2026
Alyssa S. Phaneuf Vice President
[email protected] 2130261.4047
Docusign Envelope ID: 46F45E30-C6B9-8BE7-82E0-57433316611A

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Packet Pg. 97
Attachment: Kimley Horn - Oaks Initiative (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) Please see the following list of KH Principal Officers and Directors, which has been updated as of December 8, 2025.

PRINCIPAL OFFICERS:

Names/Titles Business Address
Brent H. Mutti, President, Chief Executive Officer 1001 West Southern Avenue, Suite 131 Mesa, AZ 85210
Aaron W. Nathan, COO, Executive Vice President 801 Cherry Street, Unit 1, Suite 301 Fort Worth, TX 76102
Ashley R. Keil, Secretary 421 Fayetteville Street, Suite 600 Raleigh, NC 27601
David L. McEntee, Senior Vice President, Treasurer 421 Fayetteville Street, Suite 600 Raleigh, NC 27601
Steven E. Lefton, Executive Chair 11400 Commerce Park Drive, Suite 400 Reston, VA 20191
Tammy L. Flanagan, CFO, Executive Vice President 421 Fayetteville Street, Suite 600 Raleigh, NC 27601
DIRECTORS:

Names/Titles Business Address
Ashley M. Frysinger, Senior Vice President 11700 Katy Freeway, Suite 800 Houston, TX 77079
Aaron W. Nathan, Executive Vice President,
Chief Operating Officer
801 Cherry Street, Suite 1300, Unit 11
Fort Worth, TX 76102
Brent H. Mutti, President, Chief Executive Officer 1001 West Southern Avenue, Suite 131 Mesa, AZ 85210
Brian A. Good, Senior Vice President 445 24th Street, Vero Beach, FL 32960 Emily H. Meador, Senior Vice President 421 Fayetteville Street, Suite 600 Raleigh, NC 27601
Jennifer L. Harry, Senior Vice President 401 B Street, Suite 600, San Diego, CA 92101 Joseph D. Kaltsas, Executive Vice President 401 B. Street, Suite 600, San Diego, CA 92101 Kevin M. Schanen, Senior Vice President 1920 Wekiva Way, Suite 200 West Palm Beach, FL 33411
Lori A. Hall, Executive Vice President 11400 Commerce Park Drive, Suite 400 Reston, VA 20191
Steven E. Lefton, Executive Chair 11400 Commerce Park Drive, Suite 400 Reston, VA 20191
Stephen W. Blakley, Jr., Senior Vice President 200 South Tryon Street, Suite 200 Charlotte, NC 28202
Scott W. Colvin, Executive Vice President 4582 South Ulster Street, Suite 1500 Denver, CO 80237
Tammy L. Flanagan, Executive Vice President 421 Fayetteville Street, Suite 600 Raleigh, NC 27601
Kimley-Horn and Associates, Inc. is wholly owned by Associates Group Services, Inc., which is wholly owned by APHC, Inc., which is owned by over 1,000 Kimley-Horn employees, none of which own 2% or more of the outstanding shares.

Docusign Envelope ID: 46F45E30-C6B9-8BE7-82E0-57433316611A

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Packet Pg. 98
Attachment: Kimley Horn - Oaks Initiative (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) City of Santa Monica Levine Act Disclosure Form

CITY OF SANTA MONICA

CALIFORNIA LEVINE ACT DISCLOSURE
The Levine Act prohibits City Officers from participating in any action related to a contract, license, permit, or entitlement if such Officer received campaign contributions totaling more than $500 within the previous twelve months, and for twelve months following the date of a final decision, from a party or participant to the proceeding, or their agent.

Section 84308(a)(4) of the Levine Act defines an "Officer" as follows: “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. The term “Officer” is further defined 2 Cal.

Code Regs. Section 18438.1, which states:

An officer of an agency includes only those persons who make, participate in making, or in any way attempt to use their official position to influence a decision in the license, permit, or entitlement for use proceeding, or who exercise authority or budgetary control over the agency or officers who may do so, and:
(1) Serve in an elected position, including an official appointed to an elected position due to an interim vacancy or an election otherwise canceled because the official was the sole candidate for the position;
(2) Serve as a member of a board or commission;
(3) Serve as the chief executive of a state agency, or county, city or district of any kind; or (4) Have decision making authority with respect to the proceeding involving a license, permit, or other entitlement for use and is also a candidate for elected office or has been a candidate for elective office in the 12 months prior to the proceeding.

A list of Santa Monica Elected Officials and members of boards and commissions can be found at the following links. The party making this certification is responsible for determining whether a recipient of a political contribution is a City Officer prior to completing this form. https://www.smgov.net/departments/council/
https://www.santamonica.gov/departments/rent-control
https://www.smgov.net/boards/
Have you, your company, or any agent on behalf of you or your company, made any political contributions of more than $500 to any City Officer in the twelve months preceding the date of the submission of your application or proposal? ____YES ____ NO
Name of Councilmember or City Officer: _________________________________ Name of Contributor: _________________________________________________ Date(s) of Contribution(s): ____________________________________________ Amount(s) ________________________________________________________ Please specify below and/or add additional sheet(s) to identify additional Councilmembers or City Officers to whom you and/or your agents made campaign contributions.

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Packet Pg. 99
Attachment: Cannon -Levine Act (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) City of Santa Monica Levine Act Disclosure Form
Answering YES does not preclude the City of Santa Monica from awarding a contract, license, permit, or entitlement or taking any subsequent action related to the item. It does, however, preclude the identified City Officer from participating in any actions related to such item.

By signing below, you certify you also agree to disclose to the City any future contributions made to Councilmembers or other City Officers by you or your agent(s) after the date of signing this disclosure form, and within 12 months following the approval, renewal, or extension of the requested contract, license, permit, or entitlement.

I HEREBY CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIATHAT THE FOREGOING IS TRUEAND CORRECT.

Signed: ____________________________ Date: ____________________ Print Name: _________________________ Title: _____________________ Company: __________________________
Additional Disclosures:

Please note this form is a public record and subject to a California Public Records Act request.

4.A.f
Packet Pg. 100 Attachment: Cannon -Levine Act (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) SANTA MONICA CITY ATTORNEY’S OFFICE
TO: Public
FROM: City Attorney’s Office
RE: Levine Act Disclosure Form
The Levine Act (Government Code 84308) is a California law aimed at preventing “pay to play” practices by prohibiting parties, participants, and their agents in a proceeding involving a license, permit, or other entitlement from contributing more than $500 to an officer of the City during a 12-month period. The prohibition applies to any 12-month period while the proceeding is pending and for 12 months following the date a final decision is rendered in the proceeding.

State law requires a party to a proceeding to disclose any contributions exceeding an aggregate $500 that the party and their agents have made to an officer of the City within the preceding 12 months. The Disclosure Form is intended to assist City officials with recognizing when they have an obligation to disclose and recuse themselves, and to aid parties with their disclosure obligations.

1. To what sort of proceedings is the disclosure form applicable? The Levine Act applies to all discretionary entitlements and contracts, with the exception of labor contracts, personal employment contracts, and contracts that must be awarded to the lowest responsive/responsible bidder. It does not apply to ministerial approvals.

For instance, the Levine Act applies to the following:
• Building and development permits
• Conditional use permits
• Contracts generally (unless an exception applies):
o Real property contracts for purchase, sale, lease
o Contract amendments
o Settlement agreements
o Contracts for goods, services, professional services that are not awarded pursuant to a competitive process
• Public street abandonments
• Private development plans
• Professional license revocations
• Rezoning of specific real estate parcels
• Event permits
• Rulemaking procedures affecting a particular industry where only a small number of businesses are affected
• Special district formation proceedings involving the creation of a special use or benefit to the person in the district
• Tentative subdivision and parcel maps

4.A.f
Packet Pg. 101 Attachment: Cannon -Levine Act (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1)

• Zoning variances
• Vacation of a public easement across private property • Pre-applications, such as for General Plan Amendment, considered by the legislative body prior to filing of formal application
• Contracts entered under the City Manager’s Authority
• Closed session items that may result in a contract/settlement agreement approved by Council (real estate or litigation)
It does not apply to:
• Contracts under $50,000
• Contracts where no party receives financial compensation • Contracts between two or more public agencies
• Competitively bid contracts that are required by law, agency policy, or agency rule to be awarded pursuant to a competitive process
• Purely ministerial decisions
• General policy decisions or rules where the interests affected are many and diverse
• Ordinances and resolutions (except items like development agreements adopted by ordinance)
• Ballot measures
• Departmental policies
• Council rules
• Labor contracts and project labor agreements
• Personal employment contracts
• Allocation of resources in the City budget

2. Who is required to disclose?
A “party” to a proceeding is any person who files an application for, or is the subject of, a proceeding. In general, a person or company who applies for a permit, license, or right to use property in a particular way, which requires the City’s discretionary approval, will qualify as a party.

Parties are also required to disclose contributions by their agents. An “agent” is someone who (1) represents a party to a proceeding for compensation; and (2) appears before or otherwise communicates with the City for the purpose of influencing the pending proceeding. This can include law firms, architects, engineers, consultants, and similar entities. Both the individual and their employer or firm are considered “agents.” A party should also disclose contributions of other entities majority owned by the party, as well as contributions of any other entity whose contributions it directs or controls.

3. What must be disclosed?
A party must disclose campaign contributions over $500 made in the prior twelve months.

A “contribution” is anything of value for which the party has not received full consideration, including money, nonmonetary items, payments made for advertising or

4.A.f
Packet Pg. 102 Attachment: Cannon -Levine Act (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1)

other expenses coordinated with a candidate or committee, loans, tickets to political fundraisers, etc.

4. Who is considered an officer of the City?
An “officer” is anyone who may make, participate in making, or attempt to influence a decision in the proceeding or who exercises authority over officers who may do so. This includes elected officials, members of appointed boards and commissions, the City Manager, and any individual who is a candidate for elected office or who has been a candidate in the twelve months prior to the decision. This definition is included on the Disclosure Form.

5. When should the disclosure occur?
The Disclosure Form must be completed (1) by a party to a contract with the City (or that party’s agent) at the time the party submits a response to a Request for Proposal or other competitive solicitation, enters into contract negotiations with the City, or executes a contract with the City, whichever is earliest; or (2) by a party to a license, permit, or other entitlement proceeding before the City at the time the party (or their agent) submits the license, permit, or entitlement application to the City. The party (or their agent) must submit a supplemental form if they make any new reportable contributions while the same contract, license, permit, or other entitlement is being considered. The party (or their agent) must also use the form if they need to correct any previously submitted form.

Parties are solely responsible for completing the form accurately, and could face penalties for failure to do so. The California Fair Political Practices Commission (FPPC) is the body who enforces violations of the Levine Act. If a party is uncertain about whether they are required to report or combine a contribution, they should consult with their attorney.

Nothing herein constitutes legal advice and individuals are urged to consult with their own attorney regarding the requirements of the law. To the extent there is any inconsistency, the language of the Levine Act and FPPC Regulations govern over this notice. Resources for officers, parties, participants, and agents, are available on the FPPC’s website at https://www.fppc.ca.gov/learn/pay-to-play-limits-and-prohibitions.html

4.A.f
Packet Pg. 103 Attachment: Cannon -Levine Act (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1)

CITY OF SANTA MONICA

OAKS INITIATIVE NOTICE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS

AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS,

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

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

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

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

4.A.g
Packet Pg. 104 Attachment: Cannon -Oaks Initiative (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1)

CITY OF SANTA MONICA

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

Public benefits include:

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

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

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

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

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

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

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

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

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

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

Prepared by: ____________________________Title: __________________________ Signature: ______________________________________ Date: ________________ Email: ____________________________________ Phone: ____________________ FOR CITY USE ONLY:

Bid/PO/Contract # ____________________________ Permit # ___________________________

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Packet Pg. 105 Attachment: Cannon -Oaks Initiative (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1)

CITY OF SANTA MONICA

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

Public benefits include:

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

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

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

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

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

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

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

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

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

Name(s) of trustees, directors, partners, and officers of the ABC Corporation Name(s) of persons with more than a 10% equity, participation, or revenue interest:

Name(s) of persons with more than a 10% equity, participation, or revenue interest in ABC Corporation
Prepared by: ____________________________Title: __________________________ Signature: ______________________________________ Date: ________________ Email: ____________________________________ Phone: ____________________ FOR CITY USE ONLY:

Bid/PO/Contract # ____________________________ Permit # ___________________________

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Packet Pg. 106 Attachment: Cannon -Oaks Initiative (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1)

CITY OF SANTA MONICA

OAKS INITIATIVE NOTICE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS

AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS,

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

This information is required by City Charter Article XXII—Taxpayer Protection.

It prohibits a public official from receiving, and a person or entity from conferring, specified personal benefits or campaign advantages from a person or entity after the official votes, or otherwise takes official action, to award a “public benefit” to that person or entity. The prohibition applies within and outside of the geographical boundaries of Santa Monica.

All persons or entities applying or receiving public benefits from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of persons with more than a 10% equity, participation or revenue interest. An exception exists for persons serving in those capacities as volunteers, without compensation, for organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the Internal Revenue Code. However, this exception does not apply if the organization is a political committee or controls political committees.

Examples of a “public benefit” include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000 over a 12- month period.

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

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Packet Pg. 107 Attachment: Iteris, Inc - Oaks Initiative (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1)

CITY OF SANTA MONICA

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

Public benefits include:

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

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

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

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

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

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

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

Prepared by: Title:

Signature: Date:

Email: Phone:

Permit #
FOR CITY USE ONLY:

Bid/PO/Contract #
Name(s) of persons or entities receiving public benefit:
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Name(s) of trustees, directors, partners, and officers:
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Name(s) of persons with more than a 10% equity, participation, or revenue interest:

Misty Fowler Director, Contracts Management and Assistant Secretary July 16, 2026
[email protected] (949) 270-9400

4.A.h
Packet Pg. 108 Attachment: Iteris, Inc - Oaks Initiative (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) City of Santa Monica Levine Act Disclosure Form

CITY OF SANTA MONICA

CALIFORNIA LEVINE ACT DISCLOSURE
The Levine Act prohibits City Officers from participating in any action related to a contract, license, permit, or entitlement if such Officer received campaign contributions totaling more than $500 within the previous twelve months, and for twelve months following the date of a final decision, from a party or participant to the proceeding, or their agent.

Section 84308(a)(4) of the Levine Act defines an "Officer" as follows: “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. The term “Officer” is further defined 2 Cal.

Code Regs. Section 18438.1, which states:

An officer of an agency includes only those persons who make, participate in making, or in any way attempt to use their official position to influence a decision in the license, permit, or entitlement for use proceeding, or who exercise authority or budgetary control over the agency or officers who may do so, and:
(1) Serve in an elected position, including an official appointed to an elected position due to an interim vacancy or an election otherwise canceled because the official was the sole candidate for the position;
(2) Serve as a member of a board or commission;
(3) Serve as the chief executive of a state agency, or county, city or district of any kind; or (4) Have decision making authority with respect to the proceeding involving a license, permit, or other entitlement for use and is also a candidate for elected office or has been a candidate for elective office in the 12 months prior to the proceeding.

A list of Santa Monica Elected Officials and members of boards and commissions can be found at the following links. The party making this certification is responsible for determining whether a recipient of a political contribution is a City Officer prior to completing this form. https://www.smgov.net/departments/council/
https://www.santamonica.gov/departments/rent-control
https://www.smgov.net/boards/
Have you, your company, or any agent on behalf of you or your company, made any political contributions of more than $500 to any City Officer in the twelve months preceding the date of the submission of your application or proposal? ____YES ____ NO
Name of Councilmember or City Officer: _________________________________ Name of Contributor: _________________________________________________ Date(s) of Contribution(s): ____________________________________________ Amount(s) ________________________________________________________ Please specify below and/or add additional sheet(s) to identify additional Councilmembers or City Officers to whom you and/or your agents made campaign contributions.

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Packet Pg. 109 Attachment: Iteris, Inc - Levine Act (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) City of Santa Monica Levine Act Disclosure Form
Answering YES does not preclude the City of Santa Monica from awarding a contract, license, permit, or entitlement or taking any subsequent action related to the item. It does, however, preclude the identified City Officer from participating in any actions related to such item.

By signing below, you certify you also agree to disclose to the City any future contributions made to Councilmembers or other City Officers by you or your agent(s) after the date of signing this disclosure form, and within 12 months following the approval, renewal, or extension of the requested contract, license, permit, or entitlement.

I HEREBY CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIATHAT THE FOREGOING IS TRUEAND CORRECT.

Signed: ____________________________ Date: ____________________ Print Name: _________________________ Title: _____________________ Company: __________________________
Additional Disclosures:

Please note this form is a public record and subject to a California Public Records Act request.

N/A

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Packet Pg. 110 Attachment: Iteris, Inc - Levine Act (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) SANTA MONICA CITY ATTORNEY’S OFFICE
TO: Public
FROM: City Attorney’s Office
RE: Levine Act Disclosure Form
The Levine Act (Government Code 84308) is a California law aimed at preventing “pay to play” practices by prohibiting parties, participants, and their agents in a proceeding involving a license, permit, or other entitlement from contributing more than $500 to an officer of the City during a 12-month period. The prohibition applies to any 12-month period while the proceeding is pending and for 12 months following the date a final decision is rendered in the proceeding.

State law requires a party to a proceeding to disclose any contributions exceeding an aggregate $500 that the party and their agents have made to an officer of the City within the preceding 12 months. The Disclosure Form is intended to assist City officials with recognizing when they have an obligation to disclose and recuse themselves, and to aid parties with their disclosure obligations.

1. To what sort of proceedings is the disclosure form applicable? The Levine Act applies to all discretionary entitlements and contracts, with the exception of labor contracts, personal employment contracts, and contracts that must be awarded to the lowest responsive/responsible bidder. It does not apply to ministerial approvals.

For instance, the Levine Act applies to the following:
• Building and development permits
• Conditional use permits
• Contracts generally (unless an exception applies):
o Real property contracts for purchase, sale, lease
o Contract amendments
o Settlement agreements
o Contracts for goods, services, professional services that are not awarded pursuant to a competitive process
• Public street abandonments
• Private development plans
• Professional license revocations
• Rezoning of specific real estate parcels
• Event permits
• Rulemaking procedures affecting a particular industry where only a small number of businesses are affected
• Special district formation proceedings involving the creation of a special use or benefit to the person in the district
• Tentative subdivision and parcel maps

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Packet Pg. 111 Attachment: Iteris, Inc - Levine Act (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1)

• Zoning variances
• Vacation of a public easement across private property • Pre-applications, such as for General Plan Amendment, considered by the legislative body prior to filing of formal application
• Contracts entered under the City Manager’s Authority
• Closed session items that may result in a contract/settlement agreement approved by Council (real estate or litigation)
It does not apply to:
• Contracts under $50,000
• Contracts where no party receives financial compensation • Contracts between two or more public agencies
• Competitively bid contracts that are required by law, agency policy, or agency rule to be awarded pursuant to a competitive process
• Purely ministerial decisions
• General policy decisions or rules where the interests affected are many and diverse
• Ordinances and resolutions (except items like development agreements adopted by ordinance)
• Ballot measures
• Departmental policies
• Council rules
• Labor contracts and project labor agreements
• Personal employment contracts
• Allocation of resources in the City budget

2. Who is required to disclose?
A “party” to a proceeding is any person who files an application for, or is the subject of, a proceeding. In general, a person or company who applies for a permit, license, or right to use property in a particular way, which requires the City’s discretionary approval, will qualify as a party.

Parties are also required to disclose contributions by their agents. An “agent” is someone who (1) represents a party to a proceeding for compensation; and (2) appears before or otherwise communicates with the City for the purpose of influencing the pending proceeding. This can include law firms, architects, engineers, consultants, and similar entities. Both the individual and their employer or firm are considered “agents.” A party should also disclose contributions of other entities majority owned by the party, as well as contributions of any other entity whose contributions it directs or controls.

3. What must be disclosed?
A party must disclose campaign contributions over $500 made in the prior twelve months.

A “contribution” is anything of value for which the party has not received full consideration, including money, nonmonetary items, payments made for advertising or

4.A.i
Packet Pg. 112 Attachment: Iteris, Inc - Levine Act (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1)

other expenses coordinated with a candidate or committee, loans, tickets to political fundraisers, etc.

4. Who is considered an officer of the City?
An “officer” is anyone who may make, participate in making, or attempt to influence a decision in the proceeding or who exercises authority over officers who may do so. This includes elected officials, members of appointed boards and commissions, the City Manager, and any individual who is a candidate for elected office or who has been a candidate in the twelve months prior to the decision. This definition is included on the Disclosure Form.

5. When should the disclosure occur?
The Disclosure Form must be completed (1) by a party to a contract with the City (or that party’s agent) at the time the party submits a response to a Request for Proposal or other competitive solicitation, enters into contract negotiations with the City, or executes a contract with the City, whichever is earliest; or (2) by a party to a license, permit, or other entitlement proceeding before the City at the time the party (or their agent) submits the license, permit, or entitlement application to the City. The party (or their agent) must submit a supplemental form if they make any new reportable contributions while the same contract, license, permit, or other entitlement is being considered. The party (or their agent) must also use the form if they need to correct any previously submitted form.

Parties are solely responsible for completing the form accurately, and could face penalties for failure to do so. The California Fair Political Practices Commission (FPPC) is the body who enforces violations of the Levine Act. If a party is uncertain about whether they are required to report or combine a contribution, they should consult with their attorney.

Nothing herein constitutes legal advice and individuals are urged to consult with their own attorney regarding the requirements of the law. To the extent there is any inconsistency, the language of the Levine Act and FPPC Regulations govern over this notice. Resources for officers, parties, participants, and agents, are available on the FPPC’s website at https://www.fppc.ca.gov/learn/pay-to-play-limits-and-prohibitions.html

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Packet Pg. 113 Attachment: Iteris, Inc - Levine Act (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) - 1 -
Rev. October 2023
Agreement No. 11628 (CCS)

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

RECITALS:

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

B. Design Consultant is qualified to do business, and is doing business, in the State of California. Design Consultant represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.

C. Design Consultant has responded to a Request for Qualifications (RFQ) for asneeded transportation planning and engineering design services.

D. The City and Design Consultant now desire to enter into an agreement for Design Consultant to provide as-needed transportation planning and engineering design services to the City.

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

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates on December 31, 2028, unless sooner terminated in accordance with Section 14.

2. Consultant Services. Design Consultant will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Design Consultant will complete the Services in accordance with Exhibit B, Rate Schedule. Design Consultant reserves the right to escalate rates annually on or around April 1st.

3. Work Order Process.

3.1 Work Order Request. As-needed Services will be awarded through a minisolicitation process wherein contracted on-call consultants will be asked to submit a proposal response to an issued Work Order Request (“WOR”). The proposals will be evaluated and ranked based on criteria defined in the WOR.

Evaluation criteria could include but not be limited to: project experience, specialization, and past performance; assigned personal and staff availability; schedule and quality control; etc. After the evaluation the WOR will be best Docusign Envelope ID: 86D68BA4-5900-492C-BAB7-1C8C7D7D28CE 12/17/2024

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proposal by the City’s Contract Manager in the Mobility Division of the Department of Transportation. Each WOR shall include the scope of Services, expected results, project deliverables, and project schedule.

3.2 Response to Work Order Request. Design Consultant shall provide the City’s Contract Manager with a Response to the WOR within ten (10) business days of City’s issuance of the WOR unless otherwise agreed to in writing by the City’s Contract Manager. Each Response to the WOR shall include a refined scope of Services and rate schedule clarifying the approach, deliverables, expected results, project schedule, and a cost estimate detailing the hours and labor classifications by subtask.

For smaller projects, when time is of the essence, the City may issue a WOR to on-call consultants for "quick quotes" proposals. In these situations, as-needed consultants would be given 5 or less days to respond, and the selection would be based on (but not limited to) schedule and cost.

3.3 Work Order Amount. Design Consultant and the City shall attempt in good faith to negotiate a lump sum amount for each Work Order. If the parties are unable to negotiate a lump sum price for a Work Order and the City instructs the Design Consultant to proceed with performance of the Work Order, then the Design Consultant’s compensation shall be computed based upon the rates set forth in Exhibit B, Rate Schedule.

3.4 Work Order. After agreement has been reached on the terms and conditions of a Work Order, the City’s and Design Consultant’s authorized representatives shall execute the Work Order. The City’s Contract Manager will provide the Design Consultant with a Notice to Proceed after execution of the Work Order.

The Design Consultant shall only perform the Services authorized in the executed Work Order.

3.5 Work Order Amendments. A Work Order may be amended by the written mutual agreement of City and Design Consultant.

3.6 Work Order Part of Agreement. Each executed Work Order, and any authorized amendments thereto, shall constitute a part of the Agreement as though fully set forth herein.

4. City Services. The City agrees to:

4.1Make available to Design Consultant any currently existing documents, data or information required for the performance of the Services. Design Consultant shall be able to reasonably rely on information furnished by the City.

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

Docusign Envelope ID: 86D68BA4-5900-492C-BAB7-1C8C7D7D28CE

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Rev. October 2023

4.3 Promptly examine and render findings on all documents submitted for staff review by Design Consultant.

5. Compensation. The City will compensate Design Consultant for the Services performed in an amount not to exceed One Million Dollars ($1,000,000), during the Term of this agreement, based upon the cumulative amounts authorized in each executed WOR.

6. Invoices. Design Consultant will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.

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

7.1All notices, demands, requests or approvals to the City:

City of Santa Monica Mobility Division
1685 Main Street, Room 115
Santa Monica, California 90401
Attention: Kyle Kozar
Re: Agreement No. 11628
with a copy to:

Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Agreement No. 11628

7.2All notices, demands, requests or approvals to Design Consultant:

TDG Engineering, Inc.
8484 Georgia Ave, Suite 800
Silver Spring, MD 20910
Attention: Jessica Fields, PE, AICP
[email protected]; [email protected] (legal matters) Re: Agreement No. 11628

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

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

Docusign Envelope ID: 86D68BA4-5900-492C-BAB7-1C8C7D7D28CE

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9. Integrated Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and Design Consultant, and approved as to form by the City Attorney.

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

11.Defense and Indemnification.

11.1 Indemnification.

11.1.1 Hold Harmless for Design Professional Services
To the fullest extent permitted by law (including, without limitation California Civil Code Section 2782.8), Design Consultant agrees to defend, indemnify, and hold harmless the City, its board and council members, officers, employees and agents (“City Indemnitees”) from and against any and all losses, costs, liabilities, claims, damages, actions, judgments, settlements, expenses, defense costs, reasonable attorneys’ fees, costs, fines and penalties (“Losses”) that arise out of, pertain to, or relate to the Design Consultant’s negligence, recklessness or willful misconduct in the performance of professional services under this Agreement.

11.1.2 For Other Claims
Except as otherwise set forth in the preceding paragraph regarding Claims Arising From Design Services, Design Consultant agrees to defend, indemnify and hold harmless the City Indemnitees from and against any and all Losses to the extent caused or claimed to be caused by the acts, errors and/or omissions of the Design Consultant (other than professional negligence, which is covered under Section 10.1.1, above), or recklessness or willful misconduct by Design Consultants (or its contractors or subcontractors, if any). Design Consultant’s responsibilities under this provision include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of Design Consultant (or its contractors or subconsultants); provided, however, that Design Consultant’s duty to defend, indemnify, Docusign Envelope ID: 86D68BA4-5900-492C-BAB7-1C8C7D7D28CE

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protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City.

The provisions of the above indemnification obligations shall survive any termination of this Agreement.

11.2 Enforcement Costs. Design Consultant agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.

12. Prohibition Against Transfers.

12.1 Design Consultant may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.

12.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Design Consultant or of any general partner or joint venturer or syndicate member of Design Consultant, if a partnership or joint venture or syndicate exists, which results in changing the control of Design Consultant will be construed as an assignment of this Agreement.

Control means 50% or more of the voting power of the corporation.

13.Permits and Licenses. Design Consultant, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.

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

15.Default and Termination.

15.1 If Design Consultant fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Design Consultant.

15.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to Design Consultant. Upon termination of this Agreement, City will pay Design Consultant any compensation earned and unpaid up to the effective date of termination.

Docusign Envelope ID: 86D68BA4-5900-492C-BAB7-1C8C7D7D28CE

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

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

18.Nuisance. Design Consultant may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

19. Records.

19.1 Design Consultant must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. Design Consultant must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.

19.2 Design Consultant must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. Design Consultant must clearly identify all records and make them readily accessible to the City following prior written notice to Design Consultant. At the City’s request, Design Consultant must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.

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

20.Work Product; Reports.

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

Ownership shall not extend to Design Consultant's underlying means and Docusign Envelope ID: 86D68BA4-5900-492C-BAB7-1C8C7D7D28CE

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methods used to create work product. Additionally, any preexisting intellectual property contained within Design Consultant's deliverables thereto belonging to Design Consultant shall remain the property of Design Consultant unless otherwise indicated in the scope of services.

20.2 At the City’s request, Design Consultant must furnish reports concerning the status of the Services.

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

22.Subconsultants.

22.1 If Design Consultant proposes to have any subconsultant perform any part of the Services, Design Consultant must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its reasonable discretion, may grant or deny the request.

22.2 Design Consultant will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between Design Consultant and any subconsultant (or between any subconsultant and others) must contain the following provision:

This agreement is consistent with all terms and conditions of the Agreement No.11628 (CCS) entered into between the City of Santa Monica and Design Consultant on^^_______.

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

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

25.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.

Docusign Envelope ID: 86D68BA4-5900-492C-BAB7-1C8C7D7D28CE 12/17/2024

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26.Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification.

Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).

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

Exhibit A Scope of Services
Exhibit B Rate Schedule
Exhibit C Insurance Requirements
Docusign Envelope ID: 86D68BA4-5900-492C-BAB7-1C8C7D7D28CE

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In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

ATTEST:
______________________________
Nikima Newsome
City Clerk
APPROVED AS TO FORM:
______________________________
Douglas T. Sloan
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By:
______________________________
David White
City Manager
TDG Engineering, Inc.
#VENDOR
By:
________________________________
Name: Jessica Fields, PE, AICP
Title: Director of Operations, Western
U.S.

Docusign Envelope ID: 86D68BA4-5900-492C-BAB7-1C8C7D7D28CE

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Scope of Services
Design Consultant will provide as-needed transportation planning and engineering services. The services to be provided include, but are not limited to, the list provided below
 Planning and design of locally funded CIPs focused on active transportation.  Preparation of plans, specifications, and estimates, and supporting analysis.  Design of “quick build” pedestrian and bicycle treatments in support of Vision Zero and to test effectiveness (e.g., using pavement markings, flex posts, planters, etc. vs. constructing new curb).
 Design of curb extensions, median treatments, traffic signals, and pedestrian crossing enhancements (e.g., rectangular rapid flashing beacons, pedestrian lighting improvements, etc.).
 Land survey in support of the planning and design of improvements.  Crash data and safety analysis in support of Vision Zero priority locations.  Protected bikeway planning, feasibility assessment, and design.  Traffic and parking data collection and analysis.
 Traffic analysis (primarily in support of encouraging active transportation and/or improving safety).
 Preparation and review of Temporary Traffic Control Plans.  Graphic design and public outreach support.
 Right of Way Management Design Consultant Services.
 Large scale event transportation planning and network analysis.

Where required, work would be stamped by a civil engineer, traffic engineer, and/or surveyor licensed in the State of California. These services could be utilized by other City Divisions seeking support.

Docusign Envelope ID: 86D68BA4-5900-492C-BAB7-1C8C7D7D28CE

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Rate Schedule
The City will compensate Design Consultant for the Services performed in an amount not to exceed One Million Dollars ($1,000,000), during the Term of this agreement, based upon the cumulative amounts authorized in each executed WOR. The total compensation amount will not increase regardless of annual rate increases.

Docusign Envelope ID: 86D68BA4-5900-492C-BAB7-1C8C7D7D28CE

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Insurance Requirements and Verifications
Design Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Design Consultant, 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 $1,000,000 per occurrence. 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 Design Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.

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

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

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

Docusign Envelope ID: 86D68BA4-5900-492C-BAB7-1C8C7D7D28CE

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Packet Pg. 127 Attachment: Toole_Design_Group_11628_PSA_Fully Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation 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 Design Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to Design Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, Design Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of Design Consultant’s insurance and shall not contribute with it.
c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Design Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Design Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Design Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica.

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

Acceptability of Insurers
Docusign Envelope ID: 86D68BA4-5900-492C-BAB7-1C8C7D7D28CE

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Claims Made Policies

1. If the Professional Liability policy provides “claims made” coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, Design Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.

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

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

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

Docusign Envelope ID: 86D68BA4-5900-492C-BAB7-1C8C7D7D28CE

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

Docusign Envelope ID: 86D68BA4-5900-492C-BAB7-1C8C7D7D28CE

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Agreement No. 11626 (CCS)

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________ (“Execution Date”), by and between the City of Santa Monica (“City”) and Michael Baker International (“Design Consultant”), is made with reference to the following:

RECITALS:

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

B. Design Consultant is qualified to do business, and is doing business, in the State of California. Design Consultant represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.

C. Design Consultant has responded to a Request for Qualifications (RFQ) for asneeded transportation planning and engineering design services.

D. The City and Design Consultant now desire to enter into an agreement for Design Consultant to provide as-needed transportation planning and engineering design services to the City.

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

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates on December 31, 2028, unless sooner terminated in accordance with Section 14.

2. Consultant Services. Design Consultant will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Design Consultant will complete the Services in accordance with Exhibit B, Rate Schedule.

3. Work Order Process.

3.1 Work Order Request. As-needed Services will be awarded through a minisolicitation process wherein contracted on-call consultants will be asked to submit a proposal response to an issued Work Order Request (“WOR”). The proposals will be evaluated and ranked based on criteria defined in the WOR.

Evaluation criteria could include but not be limited to: project experience, specialization, and past performance; assigned personal and staff availability; schedule and quality control; etc. After the evaluation the WOR will be best proposal by the City’s Contract Manager in the Mobility Division of the Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC 12/12/2024

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Department of Transportation. Each WOR shall include the scope of Services, expected results, project deliverables, and project schedule.

3.2 Response to Work Order Request. Design Consultant shall provide the City’s Contract Manager with a Response to the WOR within ten (10) business days of City’s issuance of the WOR unless otherwise agreed to in writing by the City’s Contract Manager. Each Response to the WOR shall include a refined scope of Services and rate schedule clarifying the approach, deliverables, expected results, project schedule, and a cost estimate detailing the hours and labor classifications by subtask.

For smaller projects, when time is of the essence, the City may issue a WOR to on-call consultants for "quick quotes" proposals. In these situations, as-needed consultants would be given 5 or less days to respond, and the selection would be based on (but not limited to) schedule and cost.

3.3 Work Order Amount. Design Consultant and the City shall attempt in good faith to negotiate a lump sum amount for each Work Order. If the parties are unable to negotiate a lump sum price for a Work Order and the City instructs the Design Consultant to proceed with performance of the Work Order, then the Design Consultant’s compensation shall be computed based upon the rates set forth in Exhibit B, Rate Schedule. Design Consultant understands, acknowledges and agrees that the rates included in Exhibit B are all-inclusive and Design Consultant shall not be entitled to add any mark-ups or fees.

3.4 Work Order. After agreement has been reached on the terms and conditions of a Work Order, the City’s and Design Consultant’s authorized representatives shall execute the Work Order. The City’s Contract Manager will provide the Design Consultant with a Notice to Proceed after execution of the Work Order.

The Design Consultant shall only perform the Services authorized in the executed Work Order.

3.5 Work Order Amendments. A Work Order may be amended by the written mutual agreement of City and Design Consultant.

3.6 Work Order Part of Agreement. Each executed Work Order, and any authorized amendments thereto, shall constitute a part of the Agreement as though fully set forth herein.

4. City Services. The City agrees to:

4.1Make available to Design Consultant any currently existing documents, data or information required for the performance of the Services.

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

Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC

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4.3 Promptly examine and render findings on all documents submitted for staff review by Design Consultant.

5. Compensation. The City will compensate Design Consultant for the Services performed in an amount not to exceed One Million Dollars ($1,000,000), during the Term of this agreement, based upon the cumulative amounts authorized in each executed WOR.

6. Invoices. Design Consultant will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.

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

7.1All notices, demands, requests or approvals to the City:

City of Santa Monica Mobility Division
1685 Main Street, Room 115
Santa Monica, California 90401
Attention: Kyle Kozar
Re: Agreement No. 11626
with a copy to:

Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Agreement No. 11626

7.2All notices, demands, requests or approvals to Design Consultant:

Michael Baker International
5050 Avenida Encinas, Suite 260
Carlsbad, CA 92008
Attention: Tim Thiele, PE
[email protected]
Re: Agreement No. 11626

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

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

Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC

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9. Integrated Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and Design Consultant, and approved as to form by the City Attorney.

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

11.Defense and Indemnification.

11.1 Indemnification.

11.1.1 Hold Harmless for Design Professional Services
To the fullest extent permitted by law (including, without limitation California Civil Code Section 2782.8), Design Consultant agrees to defend, indemnify, and hold harmless the City, its board and council members, officers, employees and agents (“City Indemnitees”) from and against any and all losses, costs, liabilities, claims, damages, actions, judgments, settlements, expenses, defense costs, reasonable attorneys’ fees, costs, fines and penalties (“Losses”) that arise out of, pertain to, or relate to the Design Consultant’s negligence, recklessness or willful misconduct in the performance of professional services under this Agreement.

11.1.2 For Other Claims
Except as otherwise set forth in the preceding paragraph regarding Claims Arising From Design Services, Design Consultant agrees to defend, indemnify and hold harmless the City Indemnitees from and against any and all Losses to the extent caused or claimed to be caused by the acts, errors and/or omissions of the Design Consultant (other than professional negligence, which is covered under Section 10.1.1, above), or recklessness or willful misconduct by Design Consultants (or its contractors or subcontractors, if any). Design Consultant’s responsibilities under this provision include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of Design Consultant (or its contractors or subconsultants); provided, however, that Design Consultant’s duty to defend, indemnify, Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC

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protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City.

The provisions of the above indemnification obligations shall survive any termination of this Agreement.

11.2 Enforcement Costs. Design Consultant agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.

12. Prohibition Against Transfers.

12.1 Neither party may assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of the other party, such consent to not be unreasonably withheld, delayed or conditioned. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.

13.Permits and Licenses. Design Consultant, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.

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

15.Default and Termination.

15.1 If Design Consultant fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Design Consultant.

15.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to Design Consultant. Upon termination of this Agreement, City will pay Design Consultant any compensation earned and unpaid up to the effective date of termination.

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

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

Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC

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18.Nuisance. Design Consultant may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

19. Records.

19.1 Design Consultant must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. Design Consultant must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.

19.2 Design Consultant must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. Design Consultant must clearly identify all records and make them readily accessible to the City upon reasonable request. At the City’s request, Design Consultant must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.

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

20.Work Product; Reports.

20.1 Any work product prepared or caused to be prepared by Design Consultant or any subconsultant for this Agreement will be the exclusive property of City.

Except as may be required by law, no work product given to or prepared by Design Consultant or any subconsultant pursuant to this Agreement may be made available to any individual or organization by Design Consultant without prior written approval by City.

20.2 At the City’s request, Design Consultant must furnish reports concerning the status of the Services.

Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC

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

22.Subconsultants.

22.1 If Design Consultant proposes to have any subconsultant perform any part of the Services, Design Consultant must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City shall not unreasonably deny the request.

22.2 Design Consultant will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between Design Consultant and any subconsultant (or between any subconsultant and others) must contain the following provision:

This agreement is consistent with all terms and conditions of the Agreement No.11626 (CCS) entered into between the City of Santa Monica and Design Consultant on^^_______.

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

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

25.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.

26.Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification.

Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).

Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC 12/12/2024

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

Exhibit A Scope of Services
Exhibit B Rate Schedule
Exhibit C Insurance Requirements

28. Force Majeure. Neither party shall have any claim or right against the other for any failure of performance where such failure of performance is caused by or is the result of causes beyond the reasonable control of the other party due to any occurrence commonly known as a “force majeure,” including, but not limited to: acts of God; fire, flood, or other natural catastrophe; acts of any governmental body; labor dispute or shortage; national emergency; insurrection; riot; or war.

Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC

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In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

ATTEST:
______________________________
Nikima Newsome
City Clerk
APPROVED AS TO FORM:
______________________________
Douglas T. Sloan
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By:
______________________________
David White
City Manager
Michael Baker
Michael Baker International
By:
________________________________
Name: Tim Thiele, PE
Title: Vice President/Office Executive
Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC

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Scope of Services
Design Consultant will provide as-needed transportation planning and engineering services. The services to be provided include, but are not limited to, the list provided below
 Planning and design of locally funded CIPs focused on active transportation.  Preparation of plans, specifications, and estimates, and supporting analysis.  Design of “quick build” pedestrian and bicycle treatments in support of Vision Zero and to test effectiveness (e.g., using pavement markings, flex posts, planters, etc. vs. constructing new curb).
 Design of curb extensions, median treatments, traffic signals, and pedestrian crossing enhancements (e.g., rectangular rapid flashing beacons, pedestrian lighting improvements, etc.).
 Land survey in support of the planning and design of improvements.  Crash data and safety analysis in support of Vision Zero priority locations.  Protected bikeway planning, feasibility assessment, and design.  Traffic and parking data collection and analysis.
 Traffic analysis (primarily in support of encouraging active transportation and/or improving safety).
 Preparation and review of Temporary Traffic Control Plans.  Graphic design and public outreach support.
 Right of Way Management Design Consultant Services.
 Large scale event transportation planning and network analysis.

Where required, work would be stamped by a civil engineer, traffic engineer, and/or surveyor licensed in the State of California. These services could be utilized by other City Divisions seeking support.

Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC

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Rate Schedule
The City will compensate Design Consultant for the Services performed in an amount not to exceed One Million Dollars ($1,000,000), during the Term of this agreement, based upon the cumulative amounts authorized in each executed WOR.

Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC

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Insurance Requirements and Verifications
Design Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Design Consultant, 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 $2,000,000 per occurrence. 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 Design Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $2,000,000 combined single limit.

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

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

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 Design Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to Design Consultant’s insurance (at least as broad as Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC

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Packet Pg. 142 Attachment: Michael_Baker_11626_PSA_Fully Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, Design Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of Design Consultant’s insurance and shall not contribute with it.
c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Design Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Design Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Design Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to 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.

Claims Made Policies

1. If the Professional Liability policy provides “claims made” coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.

Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC

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

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

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

Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC

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

Docusign Envelope ID: CCD436E2-267C-40BF-9A43-732E2E4910BC

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Agreement No. 11622(CCS)

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________ (“Execution Date”), by and between the City of Santa Monica (“City”) and Fehr & Peers (“Design Consultant”), is made with reference to the following:

RECITALS:

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

B. Design Consultant is qualified to do business, and is doing business, in the State of California. Design Consultant represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.

C. Design Consultant has responded to a Request for Qualifications (RFQ) for asneeded transportation planning and engineering design services.

D. The City and Design Consultant now desire to enter into an agreement for Design Consultant to provide as-needed transportation planning and engineering design services to the City.

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

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates on December 31, 2028, unless sooner terminated in accordance with Section 14.

2. Consultant Services. Design Consultant will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Design Consultant will complete the Services in accordance with Exhibit B, Rate Schedule.

3. Work Order Process.

3.1 Work Order Request. As-needed Services will be awarded through a minisolicitation process wherein contracted on-call consultants will be asked to submit a proposal response to an issued Work Order Request (“WOR”). The proposals will be evaluated and ranked based on criteria defined in the WOR.

Evaluation criteria could include but not be limited to: project experience, specialization, and past performance; assigned personal and staff availability; schedule and quality control; etc. After the evaluation the WOR will be best proposal by the City’s Contract Manager in the Mobility Division of the Docusign Envelope ID: 005D6121-23C8-4742-98CD-CFB91B40F3F5 12/12/2024

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Department of Transportation. Each WOR shall include the scope of Services, expected results, project deliverables, and project schedule.

3.2 Response to Work Order Request. Design Consultant shall provide the City’s Contract Manager with a Response to the WOR within ten (10) business days of City’s issuance of the WOR unless otherwise agreed to in writing by the City’s Contract Manager. Each Response to the WOR shall include a refined scope of Services and rate schedule clarifying the approach, deliverables, expected results, project schedule, and a cost estimate detailing the hours and labor classifications by subtask.

For smaller projects, when time is of the essence, the City may issue a WOR to on-call consultants for "quick quotes" proposals. In these situations, as-needed consultants would be given 5 or less days to respond, and the selection would be based on (but not limited to) schedule and cost.

3.3 Work Order Amount. Design Consultant and the City shall attempt in good faith to negotiate a lump sum amount for each Work Order. If the parties are unable to negotiate a lump sum price for a Work Order and the City instructs the Design Consultant to proceed with performance of the Work Order, then the Design Consultant’s compensation shall be computed based upon the rates set forth in Exhibit B, Rate Schedule. Design Consultant understands, acknowledges and agrees that the rates included in Exhibit B are all-inclusive and Design Consultant shall not be entitled to add any mark-ups or fees.

3.4 Work Order. After agreement has been reached on the terms and conditions of a Work Order, the City’s and Design Consultant’s authorized representatives shall execute the Work Order. The City’s Contract Manager will provide the Design Consultant with a Notice to Proceed after execution of the Work Order.

The Design Consultant shall only perform the Services authorized in the executed Work Order.

3.5 Work Order Amendments. A Work Order may be amended by the written mutual agreement of City and Design Consultant.

3.6 Work Order Part of Agreement. Each executed Work Order, and any authorized amendments thereto, shall constitute a part of the Agreement as though fully set forth herein.

4. City Services. The City agrees to:

1.1Make available to Design Consultant any currently existing documents, data or information required for the performance of the Services.

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

Docusign Envelope ID: 005D6121-23C8-4742-98CD-CFB91B40F3F5

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1.3 Promptly examine and render findings on all documents submitted for staff review by Design Consultant.

5. Compensation. The City will compensate Design Consultant for the Services performed in an amount not to exceed One Million Dollars ($1,000,000), during the Term of this agreement, based upon the cumulative amounts authorized in each executed WOR.

6. Invoices. Design Consultant will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.

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

7.1All notices, demands, requests or approvals to the City:

City of Santa Monica Mobility Division
1685 Main Street, Room 115
Santa Monica, California 90401
Attention: Kyle Kozar
Re: Agreement No. 11622
with a copy to:

Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Agreement No. 11622

7.2All notices, demands, requests or approvals to Design Consultant:

Fehr & Peers
600 Wilshire Blvd, Suite 1050
Los Angeles, CA 90017
Attention: Sarah Brandenberg, Principal
[email protected]
Re: Agreement No. 11622

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

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

Docusign Envelope ID: 005D6121-23C8-4742-98CD-CFB91B40F3F5

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9. Integrated Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and Design Consultant, and approved as to form by the City Attorney.

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

11.Defense and Indemnification.

11.1 Indemnification.

11.1.1 Hold Harmless for Design Professional Services
To the fullest extent permitted by law (including, without limitation California Civil Code Section 2782.8), Design Consultant agrees to defend, indemnify, and hold harmless the City, its board and council members, officers, employees and agents (“City Indemnitees”) from and against any and all losses, costs, liabilities, claims, damages, actions, judgments, settlements, expenses, defense costs, reasonable attorneys’ fees, costs, fines and penalties (“Losses”) that arise out of, pertain to, or relate to the Design Consultant’s negligence, recklessness or willful misconduct in the performance of professional services under this Agreement.

11.1.2 For Other Claims
Except as otherwise set forth in the preceding paragraph regarding Claims Arising From Design Services, Design Consultant agrees to defend, indemnify and hold harmless the City Indemnitees from and against any and all Losses to the extent caused or claimed to be caused by the acts, errors and/or omissions of the Design Consultant (other than professional negligence, which is covered under Section 10.1.1, above), or recklessness or willful misconduct by Design Consultants (or its contractors or subcontractors, if any). Design Consultant’s responsibilities under this provision include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or Docusign Envelope ID: 005D6121-23C8-4742-98CD-CFB91B40F3F5

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omissions of Design Consultant (or its contractors or subconsultants); provided, however, that Design Consultant’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City.

The provisions of the above indemnification obligations shall survive any termination of this Agreement.

11.2 Enforcement Costs. Design Consultant agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 11.1. Design Consultant reserves the right to seek reimbursement for any and all costs paid by Design Consultant pursuant to Subsection 11.2 upon receiving a no fault determination by a court of law.

12. Prohibition Against Transfers.

12.1 Design Consultant may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.

12.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Design Consultant or of any general partner or joint venturer or syndicate member of Design Consultant, if a partnership or joint venture or syndicate exists, which results in changing the control of Design Consultant will be construed as an assignment of this Agreement.

Control means 50% or more of the voting power of the corporation.

13.Permits and Licenses. Design Consultant, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.

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

15.Default and Termination.

15.1 If Design Consultant fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Design Consultant.

15.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to Design Consultant. Upon Docusign Envelope ID: 005D6121-23C8-4742-98CD-CFB91B40F3F5

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termination of this Agreement, City will pay Design Consultant any compensation earned and unpaid up to the effective date of termination.

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

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

18.Nuisance. Design Consultant may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

19. Records.

19.1 Design Consultant must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. Design Consultant must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.

19.2 Design Consultant must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. Design Consultant must clearly identify all records and make them readily accessible to the City. At the City’s request, Design Consultant must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.

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

20.Work Product; Reports.

20.1 Any work product prepared or caused to be prepared by Design Consultant or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by Design Consultant or any subconsultant Docusign Envelope ID: 005D6121-23C8-4742-98CD-CFB91B40F3F5

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pursuant to this Agreement may be made available to any individual or organization by Design Consultant without prior written approval by City.

However, notwithstanding the foregoing, and any provision to the contrary herein, intellectual property owned or created by any third party other than Design Consultant, its subconsultants, or City (“Third-Party Content”), and inventions, improvements, discoveries, methodologies, models, formats, software, algorithms, processes, procedures, designs, specifications, findings, and other intellectual properties developed, gathered, compiled or produced by Design Consultant or its subconsultants prior to or independently of their performance of this Agreement (“Background IP”), including such Third-Party Content or Background IP that Design Consultant or its subconsultants may employ in their performance of this Agreement, or may incorporate into any part of the Work Product, shall not be the property of City. Design Consultant, or its subconsultants as applicable, shall retain all rights, titles, and interests, including but not limited to all ownership and intellectual property rights, in all such Background IP. Design Consultant, and its subconsultants as applicable, grant City an irrevocable, non-exclusive, non-transferable, royalty-free license in perpetuity to use, reproduce, prepare derivative works based upon, distribute, disclose, derive from, perform, and display such Background IP, but only as an inseparable part of, and only for the purpose intended by creation of, the Work Product. In the event the Work Product contains, or incorporates any Third-Party Content, or derivative work based on such Third-Party Content, or any compilation that includes such Third-Party Content, Design Consultant shall secure all licenses to any such Third-Party Content, but only as an inseparable part of the Work Product, where such licenses are necessary for City to utilize and enjoy Design Consultant‘s Services and the Work Product for their intended purposes. Any use of Design Consultant’s Work Product for any other project or purpose not authorized in writing by Design Consultant, any changes to the Work Product made by anyone other than Design Consultant, and any use of incomplete Work Product shall be at City’s or any other user’s sole risk, and Design Consultant shall bear no liability for any such unauthorized use of, reuse of, or modifications to the Work Product.

20.2 At the City’s request, Design Consultant must furnish reports concerning the status of the Services.

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

22.Subconsultants.

Docusign Envelope ID: 005D6121-23C8-4742-98CD-CFB91B40F3F5

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22.1 If Design Consultant proposes to have any subconsultant perform any part of the Services, Design Consultant must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request.

22.2 Design Consultant will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between Design Consultant and any subconsultant (or between any subconsultant and others) must contain the following provision:

This agreement is consistent with all terms and conditions of the Agreement No.11622 (CCS) entered into between the City of Santa Monica and Design Consultant on^^_______.

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

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

25.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.

26.Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification.

Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).

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

Exhibit A Scope of Services
Exhibit B Rate Schedule
Exhibit C Insurance Requirements
Docusign Envelope ID: 005D6121-23C8-4742-98CD-CFB91B40F3F5 12/12/2024

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In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

ATTEST:
______________________________
Nikima Newsome
City Clerk
APPROVED AS TO FORM:
______________________________
Douglas T. Sloan
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By:
______________________________
David White
City Manager
Fehr & Peers
By:
________________________________
Name: Sarah Brandenberg
Title: Principal
Docusign Envelope ID: 005D6121-23C8-4742-98CD-CFB91B40F3F5

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Scope of Services
Design Consultant will provide as-needed transportation planning and engineering services. The services to be provided include, but are not limited to, the list provided below
 Planning and design of locally funded CIPs focused on active transportation.  Preparation of plans, specifications, and estimates, and supporting analysis.  Design of “quick build” pedestrian and bicycle treatments in support of Vision Zero and to test effectiveness (e.g., using pavement markings, flex posts, planters, etc. vs. constructing new curb).
 Design of curb extensions, median treatments, traffic signals, and pedestrian crossing enhancements (e.g., rectangular rapid flashing beacons, pedestrian lighting improvements, etc.).
 Land survey in support of the planning and design of improvements.  Crash data and safety analysis in support of Vision Zero priority locations.  Protected bikeway planning, feasibility assessment, and design.  Traffic and parking data collection and analysis.
 Traffic analysis (primarily in support of encouraging active transportation and/or improving safety).
 Preparation and review of Temporary Traffic Control Plans.  Graphic design and public outreach support.
 Right of Way Management Design Consultant Services.
 Large scale event transportation planning and network analysis.

Where required, work would be stamped by a civil engineer, traffic engineer, and/or surveyor licensed in the State of California. These services could be utilized by other City Divisions seeking support.

Docusign Envelope ID: 005D6121-23C8-4742-98CD-CFB91B40F3F5

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Rate Schedule
The City will compensate Design Consultant for the Services performed in an amount not to exceed One Million Dollars ($1,000,000), during the Term of this agreement, based upon the cumulative amounts authorized in each executed WOR.

Other direct costs/reimbursable expenses are invoiced at cost plus 10% for handling, excluding subconsultants.

Personal auto mileage is reimbursed at the current IRS approved rate.

Voice & data communications (telephone, computer, etc.) are invoiced at cost as a percentage of project labor.

Docusign Envelope ID: 005D6121-23C8-4742-98CD-CFB91B40F3F5

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Insurance Requirements and Verifications
Design Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Design Consultant, 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 $1,000,000 per occurrence. 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 Design Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.

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

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

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

Docusign Envelope ID: 005D6121-23C8-4742-98CD-CFB91B40F3F5

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Packet Pg. 161 Attachment: Fehr_&_Peers_11622_PSA_Fully Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services 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 Design Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to Design Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, Design Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of Design Consultant’s insurance and shall not contribute with it.
c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Design Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Design Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Design Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica.

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

Acceptability of Insurers
Docusign Envelope ID: 005D6121-23C8-4742-98CD-CFB91B40F3F5

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Claims Made Policies

1. If the Professional Liability policy provides “claims made” coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, Design Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.

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

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

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

Docusign Envelope ID: 005D6121-23C8-4742-98CD-CFB91B40F3F5

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

Docusign Envelope ID: 005D6121-23C8-4742-98CD-CFB91B40F3F5

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Agreement No. 11625 (CCS)

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________ (“Execution Date”), by and between the City of Santa Monica (“City”) and KOA Corporation (“Design Consultant”), is made with reference to the following:

RECITALS:

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

B. Design Consultant is qualified to do business, and is doing business, in the State of California. Design Consultant represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.

C. Design Consultant has responded to a Request for Qualifications (RFQ) for asneeded transportation planning and engineering design services.

D. The City and Design Consultant now desire to enter into an agreement for Design Consultant to provide as-needed transportation planning and engineering design services to the City.

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

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates on December 31, 2028, unless sooner terminated in accordance with Section 14.

2. Consultant Services. Design Consultant will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Desing Consultant will complete the Services in accordance with Exhibit B, Rate Schedule.

3. Work Order Process.

3.1 Work Order Request. As-needed Services will be awarded through a minisolicitation process wherein contracted on-call consultants will be asked to submit a proposal response to an issued Work Order Request (“WOR”). The proposals will be evaluated and ranked based on criteria defined in the WOR.

Evaluation criteria could include but not be limited to: project experience, specialization, and past performance; assigned personal and staff availability; schedule and quality control; etc. After the evaluation the WOR will be best proposal by the City’s Contract Manager in the Mobility Division of the Docusign Envelope ID: B0169EF2-C6BE-41D8-A912-44779395C32D 12/17/2024

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Department of Transportation. Each WOR shall include the scope of Services, expected results, project deliverables, and project schedule.

3.2 Response to Work Order Request. Design Consultant shall provide the City’s Contract Manager with a Response to the WOR within ten (10) business days of City’s issuance of the WOR unless otherwise agreed to in writing by the City’s Contract Manager. Each Response to the WOR shall include a refined scope of Services and rate schedule clarifying the approach, deliverables, expected results, project schedule, and a cost estimate detailing the hours and labor classifications by subtask.

For smaller projects, when time is of the essence, the City may issue a WOR to on-call consultants for "quick quotes" proposals. In these situations, as-needed consultants would be given 5 or less days to respond, and the selection would be based on (but not limited to) schedule and cost.

3.3 Work Order Amount. Design Consultant and the City shall attempt in good faith to negotiate a lump sum amount for each Work Order. If the parties are unable to negotiate a lump sum price for a Work Order and the City instructs the Design Consultant to proceed with performance of the Work Order, then the Design Consultant’s compensation shall be computed based upon the rates set forth in Exhibit B, Rate Schedule. Design Consultant understands, acknowledges and agrees that the rates included in Exhibit B are all-inclusive and Design Consultant shall not be entitled to add any mark-ups or fees.

3.4 Work Order. After agreement has been reached on the terms and conditions of a Work Order, the City’s and Design Consultant’s authorized representatives shall execute the Work Order. The City’s Contract Manager will provide the Design Consultant with a Notice to Proceed after execution of the Work Order.

The Design Consultant shall only perform the Services authorized in the executed Work Order.

3.5 Work Order Amendments. A Work Order may be amended by the written mutual agreement of City and Design Consultant.

3.6 Work Order Part of Agreement. Each executed Work Order, and any authorized amendments thereto, shall constitute a part of the Agreement as though fully set forth herein.

4. City Services. The City agrees to:

4.1 Make available to Design Consultant any currently existing documents, data or information required for the performance of the Services.

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

Docusign Envelope ID: B0169EF2-C6BE-41D8-A912-44779395C32D

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4.3 Promptly examine and render findings on all documents submitted for staff review by Design Consultant.

5. Compensation. The City will compensate Design Consultant for the Services performed in an amount not to exceed One Million Dollars ($1,000,000), during the Term of this agreement, based upon the cumulative amounts authorized in each executed WOR.

6. Invoices. Design Consultant will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.

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

7.1All notices, demands, requests or approvals to the City:

City of Santa Monica Mobility Division
1685 Main Street, Room 115
Santa Monica, California 90401
Attention: Kyle Kozar
Re: Agreement No. 11625
with a copy to:

Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Agreement No. 11625

7.2All notices, demands, requests or approvals to Design Consultant:

KOA Corporation
1100 Corporate Center Drive, Suite 201
Monterey Park, CA 91754
Attention: Giuseppe Canzonieri, PE
[email protected]
Re: Agreement No. 11625

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

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

Docusign Envelope ID: B0169EF2-C6BE-41D8-A912-44779395C32D

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9. Integrated Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and Design Consultant, and approved as to form by the City Attorney.

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

11.Defense and Indemnification.

11.1 Indemnification.

11.1.1 Hold Harmless for Design Professional Services
To the fullest extent permitted by law (including, without limitation California Civil Code Section 2782.8), Design Consultant agrees to defend, indemnify, and hold harmless the City, its board and council members, officers, employees and agents (“City Indemnitees”) from and against any and all losses, costs, liabilities, claims, damages, actions, judgments, settlements, expenses, defense costs, reasonable attorneys’ fees, costs, fines and penalties (“Losses”) that arise out of, pertain to, or relate to the Design Consultant’s negligence, recklessness or willful misconduct in the performance of professional services under this Agreement.

11.1.2 For Other Claims
Except as otherwise set forth in the preceding paragraph regarding Claims Arising From Design Services, Design Consultant agrees to defend, indemnify and hold harmless the City Indemnitees from and against any and all Losses to the extent caused or claimed to be caused by the acts, errors and/or omissions of the Design Consultant (other than professional negligence, which is covered under Section 10.1.1, above), or recklessness or willful misconduct by Design Consultants (or its contractors or subcontractors, if any). Design Consultant’s responsibilities under this provision include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the Docusign Envelope ID: B0169EF2-C6BE-41D8-A912-44779395C32D

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acts or omissions of Design Consultant (or its contractors or subconsultants); provided, however, that Design Consultant’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City.

The provisions of the above indemnification obligations shall survive any termination of this Agreement.

11.2 Enforcement Costs. Design Consultant agrees to pay any and all reasonable costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.

12. Prohibition Against Transfers.

12.1 Design Consultant may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.

12.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Design Consultant or of any general partner or joint venturer or syndicate member of Design Consultant, if a partnership or joint venture or syndicate exists, which results in changing the control of Design Consultant will be construed as an assignment of this Agreement.

Control means 50% or more of the voting power of the corporation.

13.Permits and Licenses. Design Consultant, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.

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

15.Default and Termination.

15.1 If Design Consultant fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Design Consultant.

Upon termination of this Agreement, City will pay the Design Consultant any undisputed compensation earned and unpaid for Services approved and accepted by the City up to the effective date of termination.

Docusign Envelope ID: B0169EF2-C6BE-41D8-A912-44779395C32D

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15.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to Design Consultant. Upon termination of this Agreement, City will pay Design Consultant any undisputed compensation earned and unpaid for Services approved and accepted by the City up to the effective date of termination.

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

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

18.Nuisance. Design Consultant may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

19. Records.

19.1 Design Consultant must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. Design Consultant must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.

19.2 Design Consultant must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. Design Consultant must clearly identify all records and make them readily accessible to the City. At the City’s request, Design Consultant must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.

19.3 Design Consultant must allow the City to have free access to Design Consultant’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit Design Consultant’s records, and Design Consultant agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by Design Consultant, Design Consultant agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report. Design Consultant will be allowed to review any and all audit findings and audit reports prior to finalizing and issuance. Any audit findings that Design Consultant disputes will be resolved between the Design Consultant and the City prior to issuance of any audit report.

Docusign Envelope ID: B0169EF2-C6BE-41D8-A912-44779395C32D

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20.Work Product; Reports.

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

20.2 At the City’s request, Design Consultant must furnish reports concerning the status of the Services.

20.3 All reports, drawings, specifications, documents, and other deliverables of Consultant, whether in hard copy or in electronic form, are instruments of service for the Services performed under Exhibit A of this Agreement, and City shall not reuse any of these documents and deliverables for non-Exhibit A Services without the written authorization and approval of Consultant.

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

22.Subconsultants.

22.1 If Design Consultant proposes to have any subconsultant perform any part of the Services, Design Consultant must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request.

22.2 Design Consultant will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between Design Consultant and any subconsultant (or between any subconsultant and others) must contain the following provision:

This agreement is consistent with all terms and conditions of the Agreement No.11625 (CCS) entered into between the City of Santa Monica and Design Consultant on^^_______.

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

24.Venue and Jurisdiction. The City and Design Consultant agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party Docusign Envelope ID: B0169EF2-C6BE-41D8-A912-44779395C32D 12/17/2024

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expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.

25.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.

26.Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification.

Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).

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

Exhibit A Scope of Services
Exhibit B Rate Schedule
Exhibit C Insurance Requirements

28.Opinions of Cost, Financial Considerations, and Schedules. In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the Project, Consultant has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by operating personnel or third parties; and other economic and operational factors that may materially affect the ultimate Project cost or schedule. Therefore, Consultant makes no warranty that City’s actual Project costs, financial aspects, economic feasibility, or schedules will not vary from Consultant's opinions, analyses, projections, or estimates.

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In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

ATTEST:
______________________________
Nikima Newsome
City Clerk
APPROVED AS TO FORM:
______________________________
Douglas T. Sloan
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By:
______________________________
David White
City Manager
KOA Corporation
#VENDOR
By:
________________________________
Name: Giuseppe Canzonieri, PE
Title: Principal | Director of Engineering
Docusign Envelope ID: B0169EF2-C6BE-41D8-A912-44779395C32D

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Scope of Services
Design Consultant will provide as-needed transportation planning and engineering services. The services to be provided include, but are not limited to, the list provided below
 Planning and design of locally funded CIPs focused on active transportation.  Preparation of plans, specifications, and estimates, and supporting analysis.  Design of “quick build” pedestrian and bicycle treatments in support of Vision Zero and to test effectiveness (e.g., using pavement markings, flex posts, planters, etc. vs. constructing new curb).
 Design of curb extensions, median treatments, traffic signals, and pedestrian crossing enhancements (e.g., rectangular rapid flashing beacons, pedestrian lighting improvements, etc.).
 Land survey in support of the planning and design of improvements.  Crash data and safety analysis in support of Vision Zero priority locations.  Protected bikeway planning, feasibility assessment, and design.  Traffic and parking data collection and analysis.
 Traffic analysis (primarily in support of encouraging active transportation and/or improving safety).
 Preparation and review of Temporary Traffic Control Plans.  Graphic design and public outreach support.
 Right of Way Management Design Consultant Services.
 Large scale event transportation planning and network analysis.

Where required, work would be stamped by a civil engineer, traffic engineer, and/or surveyor licensed in the State of California. These services could be utilized by other City Divisions seeking support.

Docusign Envelope ID: B0169EF2-C6BE-41D8-A912-44779395C32D

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Rate Schedule
The City will compensate Design Consultant for the Services performed in an amount not to exceed One Million Dollars ($1,000,000), during the Term of this agreement, based upon the cumulative amounts authorized in each executed WOR.

Docusign Envelope ID: B0169EF2-C6BE-41D8-A912-44779395C32D

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Packet Pg. 194 Attachment: KOA_11625_PSA_Fully Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) Exhibit C
Insurance Requirements and Verifications
Design Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Design Consultant, 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 $1,000,000 per occurrence. 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 Design Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.

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

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

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

Docusign Envelope ID: B0169EF2-C6BE-41D8-A912-44779395C32D

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Packet Pg. 195 Attachment: KOA_11625_PSA_Fully Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) 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 Design Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to Design Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, Design Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of Design Consultant’s insurance and shall not contribute with it.
c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Design Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Design Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Design Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica.

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

Acceptability of Insurers
Docusign Envelope ID: B0169EF2-C6BE-41D8-A912-44779395C32D

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Packet Pg. 196 Attachment: KOA_11625_PSA_Fully Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.

Claims Made Policies

1. If the Professional Liability policy provides “claims made” coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, Design Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.

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

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

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

Docusign Envelope ID: B0169EF2-C6BE-41D8-A912-44779395C32D

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

Docusign Envelope ID: B0169EF2-C6BE-41D8-A912-44779395C32D

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Agreement No. 11624 (CCS)

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________ (“Execution Date”), by and between the City of Santa Monica (“City”) and Kimley-Horn and Associates, Inc. (“Design Consultant”), is made with reference to the following:

RECITALS:

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

B. Design Consultant is qualified to do business, and is doing business, in the State of California. Design Consultant represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.

C. Design Consultant has responded to a Request for Qualifications (RFQ) for asneeded transportation planning and engineering design services.

D. The City and Design Consultant now desire to enter into an agreement for Design Consultant to provide as-needed transportation planning and engineering design services to the City.

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

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates on December 31, 2028, unless sooner terminated in accordance with Section 14.

2. Consultant Services. Design Consultant will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Design Consultant will complete the Services in accordance with Exhibit B, Rate Schedule.

3. Work Order Process.

3.1 Work Order Request. As-needed Services will be awarded through a minisolicitation process wherein contracted on-call consultants will be asked to submit a proposal response to an issued Work Order Request (“WOR”). The proposals will be evaluated and ranked based on criteria defined in the WOR.

Evaluation criteria could include but not be limited to: project experience, specialization, and past performance; assigned personal and staff availability; schedule and quality control; etc. After the evaluation the WOR will be best proposal by the City’s Contract Manager in the Mobility Division of the Docusign Envelope ID: 5B601F81-7CC9-40BB-9B83-28E1BA7A0BB8 12/12/2024

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Department of Transportation. Each WOR shall include the scope of Services, expected results, project deliverables, and project schedule.

3.2 Response to Work Order Request. Design Consultant shall provide the City’s Contract Manager with a Response to the WOR within ten (10) business days of City’s issuance of the WOR unless otherwise agreed to in writing by the City’s Contract Manager. Each Response to the WOR shall include a refined scope of Services and rate schedule clarifying the approach, deliverables, expected results, project schedule, and a cost estimate detailing the hours and labor classifications by subtask.

For smaller projects, when time is of the essence, the City may issue a WOR to on-call consultants for "quick quotes" proposals. In these situations, as-needed consultants would be given 5 or less days to respond, and the selection would be based on (but not limited to) schedule and cost.

3.3 Work Order Amount. Design Consultant and the City shall attempt in good faith to negotiate a lump sum amount for each Work Order. If the parties are unable to negotiate a lump sum price for a Work Order and the City instructs the Design Consultant to proceed with performance of the Work Order, then the Design Consultant’s compensation shall be computed based upon the rates set forth in Exhibit B, Rate Schedule. Design Consultant understands, acknowledges and agrees that the rates included in Exhibit B are all-inclusive and Design Consultant shall not be entitled to add any mark-ups or fees.

3.4 Work Order. After agreement has been reached on the terms and conditions of a Work Order, the City’s and Design Consultant’s authorized representatives shall execute the Work Order. The City’s Contract Manager will provide the Design Consultant with a Notice to Proceed after execution of the Work Order.

The Design Consultant shall only perform the Services authorized in the executed Work Order.

3.5 Work Order Amendments. A Work Order may be amended by the written mutual agreement of City and Design Consultant.

3.6 Work Order Part of Agreement. Each executed Work Order, and any authorized amendments thereto, shall constitute a part of the Agreement as though fully set forth herein.

4. City Services. The City agrees to:

4.1 Make available to Design Consultant any currently existing documents, data or information required for the performance of the Services.

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

Docusign Envelope ID: 5B601F81-7CC9-40BB-9B83-28E1BA7A0BB8

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4.3 Promptly examine and render findings on all documents submitted for staff review by Design Consultant.

5. Compensation. The City will compensate Design Consultant for the Services performed in an amount not to exceed One Million Dollars ($1,000,000), during the Term of this agreement, based upon the cumulative amounts authorized in each executed WOR.

6. Invoices. Design Consultant will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.

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

7.1All notices, demands, requests or approvals to the City:

City of Santa Monica Mobility Division
1685 Main Street, Room 115
Santa Monica, California 90401
Attention: Kyle Kozar
Re: Agreement No. 11624
with a copy to:

Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Agreement No. 11624

7.2All notices, demands, requests or approvals to Design Consultant:

Kimley-Horn and Associates, Inc.
660 S. Figueroa Street, Suite 2050
Los Angeles, CA 90017
Attention: Jean B. Fares, PE
[email protected]
Re: Agreement No. 11624

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

Docusign Envelope ID: 5B601F81-7CC9-40BB-9B83-28E1BA7A0BB8

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9. Integrated Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and Design Consultant, and approved as to form by the City Attorney.

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

11.Defense and Indemnification.

11.1 Indemnification.

11.1.1 Hold Harmless for Design Professional Services
To the fullest extent permitted by law (including, without limitation California Civil Code Section 2782.8), Design Consultant agrees to defend, indemnify, and hold harmless the City, its board and council members, officers, employees and agents (“City Indemnitees”) from and against any and all losses, costs, liabilities, claims, damages, actions, judgments, settlements, expenses, defense costs, reasonable attorneys’ fees, costs, fines and penalties (“Losses”) that arise out of, pertain to, or relate to the Design Consultant’s negligence, recklessness or willful misconduct in the performance of professional services under this Agreement.

11.1.2 For Other Claims
Except as otherwise set forth in the preceding paragraph regarding Claims Arising From Design Services, Design Consultant agrees to defend, indemnify and hold harmless the City Indemnitees from and against any and all Losses to the extent caused or claimed to be caused by the acts, errors and/or omissions of the Design Consultant (other than professional negligence, which is covered under Section 10.1.1, above), or recklessness or willful misconduct by Design Consultants (or its contractors or subcontractors, if any). Design Consultant’s responsibilities under this provision include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of Design Consultant (or its contractors or subconsultants); provided, however, that Design Consultant’s duty to defend, indemnify, Docusign Envelope ID: 5B601F81-7CC9-40BB-9B83-28E1BA7A0BB8

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protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City.

The provisions of the above indemnification obligations shall survive any termination of this Agreement.

11.2 Enforcement Costs. Design Consultant agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.

12.Prohibition Against Transfers.

12.1 Design Consultant may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.

12.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Design Consultant or of any general partner or joint venturer or syndicate member of Design Consultant, if a partnership or joint venture or syndicate exists, which results in changing the control of Design Consultant will be construed as an assignment of this Agreement.

Control means 50% or more of the voting power of the corporation.

13.Permits and Licenses. Design Consultant, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.

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

15.Default and Termination.

15.1 If Design Consultant fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Design Consultant.

15.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to Design Consultant. Upon termination of this Agreement, City will pay Design Consultant any compensation earned and unpaid up to the effective date of termination.

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

Docusign Envelope ID: 5B601F81-7CC9-40BB-9B83-28E1BA7A0BB8

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

18. Nuisance. Design Consultant may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

19. Records.

19.1 Design Consultant must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. Design Consultant must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.

19.2 Design Consultant must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. Design Consultant must clearly identify all records and make them readily accessible to the City. At the City’s request, Design Consultant must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.

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

20.Work Product; Reports.

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

20.2 At the City’s request, Design Consultant must furnish reports concerning the status of the Services.

21.Standard of Care. Design Consultant agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care Docusign Envelope ID: 5B601F81-7CC9-40BB-9B83-28E1BA7A0BB8

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and skill ordinarily exercised by members of Design Consultant’s profession currently practicing in the same locality under similar conditions.

22.Subconsultants.

22.1 If Design Consultant proposes to have any subconsultant perform any part of the Services, Design Consultant must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request.

22.2 Design Consultant will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between Design Consultant and any subconsultant (or between any subconsultant and others) must contain the following provision:

This agreement is consistent with all terms and conditions of the Agreement No.11624 (CCS) entered into between the City of Santa Monica and Design Consultant on^^_______.

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

24.Venue and Jurisdiction. The City and Design Consultant agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate.

The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.

25.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.

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

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

Docusign Envelope ID: 5B601F81-7CC9-40BB-9B83-28E1BA7A0BB8 12/12/2024

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Exhibit A Scope of Services
Exhibit B Rate Schedule
Exhibit C Insurance Requirements
Docusign Envelope ID: 5B601F81-7CC9-40BB-9B83-28E1BA7A0BB8

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In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

ATTEST:
______________________________
Nikima Newsome
City Clerk
APPROVED AS TO FORM:
______________________________
Douglas T. Sloan
City Attorney
City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By:
______________________________
David White
City Manager
Kimley-Horn
#VENDOR
By:
________________________________
Name: Jean B. Fares, PE
Title: Senior Vice President
Docusign Envelope ID: 5B601F81-7CC9-40BB-9B83-28E1BA7A0BB8

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Scope of Services
Design Consultant will provide as-needed transportation planning and engineering services. The services to be provided include, but are not limited to, the list provided below
 Planning and design of locally funded CIPs focused on active transportation.  Preparation of plans, specifications, and estimates, and supporting analysis.  Design of “quick build” pedestrian and bicycle treatments in support of Vision Zero and to test effectiveness (e.g., using pavement markings, flex posts, planters, etc. vs. constructing new curb).
 Design of curb extensions, median treatments, traffic signals, and pedestrian crossing enhancements (e.g., rectangular rapid flashing beacons, pedestrian lighting improvements, etc.).
 Land survey in support of the planning and design of improvements.  Crash data and safety analysis in support of Vision Zero priority locations.  Protected bikeway planning, feasibility assessment, and design.  Traffic and parking data collection and analysis.
 Traffic analysis (primarily in support of encouraging active transportation and/or improving safety).
 Preparation and review of Temporary Traffic Control Plans.  Graphic design and public outreach support.
 Right of Way Management Design Consultant Services.
 Large scale event transportation planning and network analysis.

Where required, work would be stamped by a civil engineer, traffic engineer, and/or surveyor licensed in the State of California. These services could be utilized by other City Divisions seeking support.

Docusign Envelope ID: 5B601F81-7CC9-40BB-9B83-28E1BA7A0BB8

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Rate Schedule
The City will compensate Design Consultant for the Services performed in an amount not to exceed One Million Dollars ($1,000,000), during the Term of this agreement, based upon the cumulative amounts authorized in each executed WOR.

Docusign Envelope ID: 5B601F81-7CC9-40BB-9B83-28E1BA7A0BB8

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Insurance Requirements and Verifications
Design Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Design Consultant, 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 $1,000,000 per occurrence. 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 Design Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.

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

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

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

Docusign Envelope ID: 5B601F81-7CC9-40BB-9B83-28E1BA7A0BB8

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Packet Pg. 215 Attachment: Kimley-Horn_11624_PSA_Fully Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - 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 Design Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to Design Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, Design Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of Design Consultant’s insurance and shall not contribute with it.
c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Design Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Design Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Design Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica.

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

Acceptability of Insurers
Docusign Envelope ID: 5B601F81-7CC9-40BB-9B83-28E1BA7A0BB8

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Packet Pg. 216 Attachment: Kimley-Horn_11624_PSA_Fully Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.

Claims Made Policies

1. If the Professional Liability policy provides “claims made” coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, Design Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.

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

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

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

Docusign Envelope ID: 5B601F81-7CC9-40BB-9B83-28E1BA7A0BB8

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

Docusign Envelope ID: 5B601F81-7CC9-40BB-9B83-28E1BA7A0BB8

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AS-NEEDED PROFESSIONAL SERVICES AGREEMENT FOR SURVEYING

SERVICES
This As-Needed Professional Services Agreement for Surveying Services (“Agreement”), entered into as of ____________ (“Execution Date”), by and between the City of Santa Monica (“City”) and Psomas (“Surveying Firm”), is made with reference to the following:

RECITALS:

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

B. Surveying Firm is qualified to do business, and is doing business, in the State of California. Surveying Firm represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.

C. Surveying Firm has responded to a Request for Proposals (“RFP”) for as-needed surveying services.

D. The City and Surveying Firm now desire to enter into an agreement for Surveying Firm to provide as-needed surveying services to the City.

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

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates five (5) years from the Execution Date (“Term”), unless sooner terminated or extended in accordance with the provisions of this Agreement.

1.1.Option to Extend. The City, in its sole and absolute discretion, shall have the option to extend this Agreement for up to one (1) additional 5-year period (“Extension Term”) under the same terms and conditions. The City may, at its sole and complete discretion, extend the Expiration Date in writing pursuant to a Notice of Extension issued by the Director of Public Works, City Engineer, Capital Program Manager, or other designee of the City Manager. The Notice of Extension shall specify the revised Expiration Date, and must be issued prior to Expiration Date of the Agreement. In the event of delays in the performance of the services beyond the control of the Consultant, the City may, at its sole and complete discretion, extend the Expiration Date for a limited time period in writing pursuant to a Notice of Extension.

2. Surveying Firm Services. Surveying Firm shall perform all of the services (“Services”) described in Exhibit A, Scope of Services.

3. Task Order Process.

3.1 Task Order Request. As-needed Services shall be assigned to Surveying Firm through the issuance of a Task Order Request (“TOR”) by the City’s Contract Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776 8/27/2025

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Manager in the Engineering & Street Services Division of Public Works. Each TOR shall include the scope of Services, expected results, project deliverables, and project schedule.

3.2 Response to Task Order Request. Surveying Firm shall provide the City’s Contract Manager with a Response to the TOR within ten (10) days of City’s issuance of the TOR unless otherwise agreed to in writing by the City’s Contract Manager. Each Response to the TOR shall include a refined scope of Services and budget clarifying the approach, deliverables, expected results, project schedule, and a cost estimate detailing the hours and labor classifications by subtask.

3.3 Task Order Amount. Surveying Firm and the City shall attempt in good faith to negotiate a lump sum amount for each Task Order. If the parties are unable to negotiate a lump sum price for a Task Order and the City instructs the Surveying Firm to proceed with performance of the Task Order, then the Surveying Firm’s compensation shall be computed based upon the rates set forth in Exhibit B, Rate Schedule. Surveying Firm understands, acknowledges and agrees that the rates included in Exhibit B are all-inclusive and Surveying Firm shall not be entitled to add any mark-ups or fees.

3.4 Task Order. After agreement has been reached on the terms and conditions of a Task Order, the City’s and Surveying Firm’s authorized representatives shall execute the Task Order. The City’s Contract Manager will provide the Surveying Firm with a Notice to Proceed after execution of the Task Order.

The Surveying Firm shall only perform the Services authorized in the executed Task Order.

3.5 Task Order Amendments. A Task Order may be amended by the written mutual agreement of City and Surveying Firm.

3.6 Task Order Part of Agreement. Each executed Task Order, and any authorized amendments thereto, shall constitute a part of the Agreement as though fully set forth herein.

4. City Services. The City agrees to:

4.1. Make available to Surveying Firm any currently existing documents, data or information required for the performance of the Services.

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

4.3. Promptly examine and render findings on all documents submitted for staff review by Surveying Firm.

5. Compensation. The City will compensate Surveying Firm for the Services performed in an amount not to exceed TWO HUNDRED AND FIFTY THOUSAND Dollars ($250,000.00) during the Term and TWO HUNDRED AND FIFTY THOUSAND Dollars ($250,000.00) during the Extension Term, if any, for a total compensation not Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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to exceed FIVE HUNDRED THOUSAND Dollars ($500,000.00), based upon the cumulative amounts authorized in each executed Task Order.

6. Invoices. Surveying Firm will invoice the City for the Services and the City will pay any undisputed amount within thirty (30) days of receipt.

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

7.1. All notices, demands, requests or approvals to the City:

Engineering and Street Services Division
City of Santa Monica
1685 Main Street, Mail Stop 15
Santa Monica, California 90401
Attention: Mohammad Dakwar
Re: SP2539, On-Call Surveying Services, Contract No. 11721 (CCS) with a copy to:

Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: SP2539, On-Call Surveying Services, Contract No. 11721 (CCS)

7.2. All notices, demands, requests or approvals to Surveying Firm:

Psomas
865 S Figueroa Street, Suite 3200
Los Angeles, CA 90017
Attention: Daniel Rahe, Vice President
[email protected]
Re: SP2539, On-Call Surveying Services, Contract No. 11721 (CCS)

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

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

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

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

10. Insurance. Prior to commencing the Services, Surveying Firm must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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may arise from or in connection with the performance of the Services by Surveying Firm or Surveying Firm’s agents, representatives, employees or subconsultants for the duration of this Agreement. Surveying Firm must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.

11. Defense and Indemnification.

11.1. Indemnification.

11.1.1. Hold Harmless for Surveying Professional Services.

To the fullest extent permitted by law (including, without limitation California Civil Code Section 2782.8), Surveying Firm agrees to defend, indemnify, and hold harmless the City, its board and council members, officers, employees and agents (“City Indemnitees”) from and against any and all losses, costs, liabilities, claims, damages, actions, judgments, settlements, expenses, defense costs, reasonable attorneys’ fees, costs, fines and penalties (“Losses”) that arise out of, pertain to, or relate to the Surveying Firm’s negligence, recklessness or willful misconduct in the performance of professional services under this Agreement.

11.1.2. For Other Claims.

Except as otherwise set forth in the preceding paragraph regarding Claims Arising From Surveying Services, Surveying Firm agrees to defend, indemnify and hold harmless the City Indemnitees from and against any and all Losses to the extent caused or claimed to be caused by the acts, errors and/or omissions of the Surveying Firm (other than professional negligence, which is covered under Section 11.1.1, above), or recklessness or willful misconduct by Surveying Firm (or its contractors or subcontractors, if any). Surveying Firm’s responsibilities under this provision include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of Surveying Firm (or its contractors or subconsultants); provided, however, that Surveying Firm’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City.

The provisions of the above indemnification obligations shall survive any termination of this Agreement.

11.2. Enforcement Costs. Surveying Firm agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 11.1.

12. Prohibition Against Transfers.

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12.1. Surveying Firm may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.

12.2. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Surveying Firm or of any general partner or joint venturer or syndicate member of Surveying Firm, if a partnership or joint venture or syndicate exists, which results in changing the control of Surveying Firm, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.

13. Permits and Licenses. Surveying Firm, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.

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

15. Default and Termination.

15.1. If Surveying Firm fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Surveying Firm.

15.2. The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to Surveying Firm. Upon termination of this Agreement, City will pay Surveying Firm any compensation earned and unpaid up to the effective date of termination.

16. Compliance with Applicable Laws. Services provided under any Task Order may constitute "public works" within the meaning of California Labor Code section 1720 et seq.

As such, Surveying Firm shall comply with applicable prevailing wage laws for each Task Order. Surveying Firm has acknowledged its obligation to comply with prevailing wage laws in the Prevailing Wage Job Acknowledgement Form attached hereto as Exhibit D.

Surveying Firm shall provide an updated Prevailing Wage Job Acknowledgement Form for each Task Order, based upon the scope of Services to be performed by Surveying Firm pursuant to each Task Order. Notwithstanding the specificity of the foregoing, Surveying Firm agrees to be subject to and comply with all applicable federal, state and municipal laws, codes, ordinances and regulations governing the Services, including, but not limited to:
(i) The applicable provisions of the California Labor Code; (ii) Chapter 7.28, Prevailing Wage and Apprenticeship Law, of the Santa Monica Municipal Code;
(iii) Chapter 4.65, Living Wage Ordinance, of the Santa Monica Municipal Code; and (iv) Oaks Initiative requirements.

Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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

18. Nuisance. Surveying Firm may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

19. Records.

19.1. Surveying Firm must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. Surveying Firm must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.

19.2. Surveying Firm must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. Surveying Firm must clearly identify all records and make them readily accessible to the City. At the City’s request, Surveying Firm must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.

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

20. Work Product; Reports.

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

20.2. At the City’s request, Surveying Firm must furnish reports concerning the status of the Services.

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

22. Subconsultants.

22.1. If Surveying Firm proposes to have any subconsultant perform any part of the Services, Surveying Firm must submit a request for approval in writing, Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request.

22.2. Surveying Firm will be responsible for the quality of any subconsultant’s work.

Every subcontract or agreement of any kind entered into between Surveying Firm and any subconsultant (or between any subconsultant and others) must contain the following provision:

This agreement is consistent with all terms and conditions of the Agreement No. 11721 (CCS) entered into between the City of Santa Monica and Surveying Firm.

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

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

25. 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. ///
///
Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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

Exhibit A Scope of Services
Exhibit B Rate Schedule
Exhibit C Insurance Requirements
Exhibit D Prevailing Wage Job Acknowledgement Form
Exhibit E Levine Act Disclosure Form
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

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

LANE DILG

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________

RICK COLE
City Manager
ABC Corporation
#VENDOR
By: ________________________________
Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776 City Attorney

DOUGLAS SLOAN
8/25/2025
Psomas
8/25/2025
Daniel Rahe
Vice President
8/27/2025
City Manager
Oliver Chi
City Clerk
Nikima Newsome
8/27/2025

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Packet Pg. 226 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) Exhibit A
Scope of Services
Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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EXHIBIT A
Scope of Services
The Engineering and Street Services Division plans, develops, coordinates, and directs the design and bidding of Capital Improvement Program projects, reviews subdivision maps and responds to survey related requests at the public counter, and provides technical engineering support to client departments and divisions.

The types of projects for which the on-call or shortlisted surveying consultants may be utilized include, but are not limited to:
• Conduct boundary surveys
• Perform topographic surveys and prepare contour maps
• Provide supporting CAD and 3D surface information.
• Provide legal descriptions and exhibits for easements, and other right-of-way needs. • Monument perpetuation – program, methods and procedures for preserving and replacing survey monuments.
• Updates to Centerline Tie program including, but no limited to, preparation, documentation, data collection and recordation processes. • Preparation of Survey records, Parcel maps, Tract Maps, Lot Line Adjustments. • Conduct construction staking and provide as built surveys. • Provide consultation and technical support to the client on matters related to land surveying.
• Title reports consultation (title reports may be researched by sub-consultant) • Review historical property and real estate information and provide professional opinion as it may relate to property ownership and use
• Miscellaneous requests as directed by the City.

Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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B
Rate Schedule
Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 229 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) 30 5 Cost Proposal
2025 FEE SCHEDULE
Los Angeles and Santa Clarita California Offices
Engineering, Land Use Entitlements, and Surveying

IN-OFFICE SERVICES
Effective from January 1, 2025 - December 31, 2025
Administrative/Project Assistant $100 - $135
Drafter/Design Drafter $130 - $170
Civil Engineering Designer/Engineer $130 - $170
Surveyor/Project Surveyor/GIS Specialist/Photogrammetrist $115 - $190 Planners/Assistant Planner/Expediter/Senior Planner $125 - $205 Project Designer/Professional Engineer/Project Engineer $160 - $190 Sr. Project Engineer/Sr. Project Surveyor/Sr. GIS Specialist $190 - $235 Project Management $190 - $275
Principal/Director $240 - $350

SURVEY HOURLY RATES - FIELD SERVICES
Effective from October 1, 2024 - September 30, 2025
One-Person Survey Party $250
Two-Person Survey Party $385
Three-Person Survey Party $485
Field Supervisor $208
Hourly rates for field survey parties include normal usage of field equipment and are fully equipped rates.

Per Diem is calculated at current State Department of Transportation rates (or other appropriate Agency rate).

REIMBURSABLES
Mileage at current IRS allowable rate and parking expenses incurred by office employees are charged at cost. Prints, plots, messenger service, subsistence, air travel, and other direct expenses will be charged at cost plus ten percent. The services of outside consultants will be charged at cost plus fifteen percent.

The above schedule is for straight time. Overtime will be charged at 135 percent of the standard hourly rates. Sundays and holidays will be charged at 170 percent of the standard hourly rates.

Psomas | On-Call Surveying Services SP2539 – City of Santa Monica Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 230 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) 31 BLENDED FEE SCHEDULE
Los Angeles and Santa Clarita California Offices
Engineering, Land Use Entitlements, and Surveying

IN-OFFICE SERVICES
Effective from January 1, 2025 - December 31, 2031
Five-Year Range Blended Rate
(through 2031)
Administrative/Project Assistant $100 - $170 $134
Drafter/Design Drafter $130 - $213 $172
Civil Engineering Designer/Engineer $130 - $213 $172
Surveyor/Project Surveyor/GIS Specialist/Photogrammetrist $115 - $233 $177 Planners/Assistant Planner/Expediter/Senior Planner $125 - $248 $191 Project Designer/Professional Engineer/Project Engineer $160 - $233 $177 Sr. Project Engineer/Sr. Project Surveyor/Sr. GIS Specialist $190 - $278 $242 Project Management $190 - $308 $267
Principal/Director $240 - $438 $339
Blended Rate: Five-Year single blended office rate: $236.50 Projected possible office hours $500,000 budget assumed: 2,114.

SURVEY HOURLY RATES - FIELD SERVICES
Effective from October 1, 2024 - September 30, 2031
Blended Rate Through 2031 2025 2026 2027 2028 2029 2030 One-Person Survey Party $325 $250 $275 $305 $335 $365 $400 Two-Person Survey Party $500 $385 $425 $465 $510 $560 $615 Three-Person Survey Party $635 $485 $535 $585 $650 $710 $785 Field Supervisor $274 $208 $228 $250 $275 $310 $340
Hourly rates for field survey parties include normal usage of field equipment and are fully equipped rates.

Per Diem is calculated at current State Department of Transportation rates (or other appropriate Agency rate).

Blended Rate: Five-Year single blended office rate: $700.00. Projected possible office hours $500,000 budget assumed: 714.

REIMBURSABLES
Mileage at current IRS allowable rate and parking expenses incurred by office employees are charged at cost. Prints, plots, messenger service, subsistence, air travel, and other direct expenses will be charged at cost plus ten percent. The services of outside consultants will be charged at cost plus fifteen percent.

The above schedule is for straight time. Overtime will be charged at 135 percent of the standard hourly rates. Sundays and holidays will be charged at 170 percent of the standard hourly rates.

Cost Proposal 5
Psomas | On-Call Surveying Services SP2539 – City of Santa Monica Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 231 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) Exhibit C
Insurance Requirements
Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 232 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) 1 Professional Services Agreement Insurance Requirements – Template 1 Professional Liability Insurance Required
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.

Minimum Scope 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 $1,000,000 per occurrence. 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 Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.

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

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

If the Consultant maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to any broader coverage and higher limits maintained by the Contractor. 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 Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 233 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) 2 addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, the Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

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

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

Claims Made Policies

1. If the Professional Liability policy provides “claims made” coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.

Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 234 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) 3 Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them.

The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.

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

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

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

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Packet Pg. 235 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) Exhibit
D
Prevailing Wage Job Acknowledgement Form
Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 236 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) ATTACHMENT H – PREVAILING WAGE REQUIREMENTS

CITY OF SANTA MONICA PREVAILING WAGE REQUIREMENTS
WHAT IS PREVAILING WAGE?
All workers employed on public works projects must be paid the prevailing wage determined by the Director of the Department of Industrial Relations (DIR), according to the type of work and location of the project. California's prevailing wage laws ensure that the ability to get a public works contract is not based on paying lower wage ratesthan a competitor.

All bidders are required to use the same wage rates when bidding on a public works project. Contractors/Consultants must comply with the prevailing wage requirements.  A project must meet prevailing wage requirements when it is twenty‐five thousand dollars ($25,000) or more when the project isfor NEW construction work, or fifteen thousand dollars($15,000) or more when the project is for alteration, demolition, repair, or maintenance work.

WHAT MUST CONTACTORS/CONSULTANTS/VENDORS DO TO FOLLOW THE LAW? Contractors/Consultants and subcontractors/subconsultants which bid on and are awarded City of Santa Monica prevailing wage project must comply with four general labor compliance obligations:

1. Register as a Public Works Contractor with the Division of Labor Standards Enforcement (DIR)

2. Pay Prevailing Pages

3. Comply with Apprenticeship Standards

4. Mail Hard Copies of Certified Payroll Records and ancillary documents to the City of Santa Monica OR submit electronic payrolls via LCP Tracker© or equivalent certified payrollsoftware, as approved by the City and upload payrolls electronically to DIR on a Weekly Basis

CONTRACTOR REGISTRATION
To submit a bid or work on a Prevailing Wage project, contractors and subcontractors are required to register with the Division of Labor Standards Enforcement even if you don’t have a contractor license. Registration cost is $400 and covers fiscal year July 1st through June 30th. Failure to register will result in a $2,000 penalty if the unregistered contractor:
 Bid on a public works project on or after March 1, 2015  Was awarded a public works contract on or after April 1, 2015 or  Intentionally allowed registration to lapse while biding or working on a public works project Contractors must meet the following requirements to register:
 Have workers compensation coverage for any employees and only use subcontractors who are registered public works contractors.
 Have a Contractors State License Board license if applicable to trade.  Have no delinquent unpaid wage or penalty assessments owed to any employee or enforcement agency.  Not be under federal or state debarment.
 Not be in prior violation of this registration requirement once it became effective. However, for the first violation in a 12‐month period, a contractor may still qualify for registration by paying an additional penalty.

Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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PAY PREVAILING WAGES
California law requires that not less than the general prevailing rate of per diem wages be paid to all workers employed on a public works project. The prevailing wage rate is issued by the Office of Policy, Research and Legislation twice a year, February 22nd and August 22nd. In determining what wage determination for the life of the project, the contractor shall refer to the advertised bid date the Awarding Body published the first “Notice Inviting Bids” or RFP Advertise Date which resulted in a contract being awarded. If the City did not advertise the public works project for bid, other benchmark events, including the first written memorialization of the agreement concerning public works elements of the project or contract governing the award of public funds will be utilized instead.   Current and Superseded prevailing wage determinations can be found at the following website: http://www.dir.ca.gov/DLSR/PWD  Contractors/Consultants must have required labor posters posted on the job site (or break area), where signs are made clearly available for employees to review.
 Drivers performing both on‐site and off‐site hauling of materials either to or from a public works construction project must be paid the prevailing wage. Bona fide material suppliers are exempt from prevailing wage requirements.
 Workers who are required to report to the contractor’s office, yard, or other designated areas at the beginning and/or end of their shift shall be paid at the worker’s prevailing wage rate of pay for any travel time to and from the job site. This drive time shall be included when calculating any overtime due to the worker.  Workers hauling and delivering ready‐mixed concrete for a public works contract shall be paid the current prevailing wage rate from the time they set out from the batch plant until they return to the batch plant. (California Labor Code § 1720.9)
 Fringe Benefits (Health & Welfare, Pension, & Vacation) must either be paid to the worker, or to the appropriate third‐party trust fund as part of a non‐union employee’s hourly wage rate. A completed Fringe Benefit Statement must be provided for each contractor/consultant & subcontractor/subconsultant employed on the project.
 Pay the corresponding “training” rate that appears on the Director’s Wage Determination for each craft or trade to the California Apprenticeship Council (CAC) or an approved DAS program.  Prime Contractors/Consultants are responsible for the proper insurance and compliance of ALL subcontractors, owner operators, vendors and suppliers who provide personnel to work at the job site.  Representatives from the City of Santa Monica will monitor the job site and perform on‐site interviews with employees performing labor at any time during construction except during rest periods or meal breaks Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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APPRENTICESHIP STANDARDS
Apprentices are required on Public Works projects greater than $30,000 for any “apprenticeable craft”. This is required under State Labor Code, California Labor Code §§ 1777.5.

Contractor’s/Consultant’s Responsibilities:
 Submit contract award information for each apprenticeable craft required on the project using the DAS 140 form prior to performing work. If you are approved to train apprentices, you must send the contract award information to your apprenticeship committee.
 All apprentices working on City projects must be registered in either a State and/or Federally Approved Apprenticeship Program. See: https://www.dir.ca.gov/das/publicworks.html  If your company is not approved to train apprentices, you must send the DAS 140 to all of the applicable apprenticeship committees whose geographical area (County) of operation incudes the area of the public works projects. DAS approved Apprenticeship programs can be found by using the search engine on the DAS website.

Those programs that are the result of that search may or may not be in the County in which the job is located but they have been approved by the DAS to receive the DAS140. In some cases, a program will have statewide approval or approval of a certain number of counties i.e. 12 Southern California Counties and DAS approval is based on County not a City.
 Contractors/consultants who employ journeyman or apprentices in any “apprenticeable craft” must contribute to the California Apprenticeship Council (CAC) the amount reflected as the hourly “training” rate that appears on the Director’s wage determination, for each hour worked. A contractor is also entitled to take credit for such contributions made to a DAS approved apprenticeship program that can supply apprentices to the site of the public work. The training contribution is a distinct obligation of the contractor under the Labor Code and cannot be satisfied by paying the required hourly contribution directly to the employee.  Contact the applicable apprenticeship committee to request apprentices for each apprenticeable craft or trade on your project using the DAS 142 form. The form must be submitted at least three business days before the apprentice is to report to the jobsite and it must be sent to the apprenticeship committees providing training in the applicable craft or trade whose geographical area of operation includes the site of the public work. If the apprenticeship committee does not dispatch apprentices, the contractor must request apprentice dispatch from another committee in the geographical area of the site of the public work and must request dispatch from each committee either consecutively or simultaneously until the contractor has requested dispatches from each such committee in the geographical area. (www.dir.ca.gov/das/publicworks.html)  Employ apprentices in the correct ratio to journeyman of no less than one hour of apprentices work for every five hours of labor performed by a journeyman. If the contractor agrees to be bound by the standards of an apprenticeship program, the ratio may be no higher than the ratio stipulated by the apprenticeship program. (California Labor Code §§ 1777.5 (d) and (g))
 Provide worker’s compensation benefits to apprentices.  Proof of registration from California’s State Division of Apprenticeship Standards (DAS) for each apprentice must be maintained.

Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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APPRENTICESHIP STANDARDS (CONTINUED)
In the event Contractors/Consultants or Subcontractor/Subconsultant fails to comply with the obligation to hire apprentices or employ apprentices in the correct ratio, the City of Santa Monica will prepare an Apprenticeship complaint that will be filed with the DIR. The City will apply a withhold that is to be applied until the DIR’s ruling is received.

CERTIFIED PAYROLL REQUIREMENTS
Certified Payroll Records shall be submitted electronically through the DIR’s Online Certified Payroll System AND mail original HARD copies of the A‐1‐131 form or provide a form that includes ALL required information from the A‐1‐131 form weekly to: Gafcon, Inc, Attn: Lizette Rodriguez, 660 South Figueroa Street, Suite 1790 Los Angeles, CA 90017 OR Contractor may submit electronic payrolls (as approved by the City). Contractor payroll records are subject to review by the City of Santa Monica as outlined in California Labor Code §§ 1776 and 1812.  Public Works Small Project Exemption is for contractors who work exclusively on small projects and are not required to be registered as public works contractors orfile electronic certified payrollreportsthrough the DIR’s online system.

However, prevailing wages must still be paid on projects and contractors are still required to MAIL original HARD copies of the payroll weekly to Gafcon. Small project exemption is based on the contract amount of the entire project, not a contractor’s subcontracted amount of the project. Small project exemption applies for all public works projects that do not exceed:
 $25,000 for new construction, alteration, installation, demolition or repair  $15,000 for maintenance
 Payrolls shall be due weekly from the Prime Contractor/Consultants and ALL subcontractors/subconsultants, owner‐operators, vendors and suppliers who provide personnel to work at the job site.  The payroll must be completed in its entirety, including the employee’s home address and social security number.

Incomplete payrolls will not be accepted, and a progress payment withheld will be applied until acceptable payrolls are submitted.
 Statement of Non‐Performance is submitted in lieu of a certified payroll any/all weeks a contractor remains on the job but no work is performed, including on‐call/as‐needed contracts – see example Attachment 4.  A Statement of Compliance must be completed and signed with each certified payroll record.  Authorized Signatory is to be completed and signed by an Owner, Officer or other person(s) with authority under penalty of perjury to so affirm, that the records for certified payroll are originals which truly depict fully and correctly the craft of type of work performed, hours and days worked and the amounts disbursed by way of check  Fringe Benefit Statement for each trade utilized on the project must be updated prior to completing the first payroll by each contractor/consultant and each time fringe benefit rates change.  “OTHER” deductions, if any, including deductions for 401K, must be fully explained in writing and an authorization for the deductions must be signed by the employee and submitted with the first payroll on which the deduction is shown.
 Daily Reports are to be submitted for all days worked on site. The reports should contain names of employees, total hours worked and description of work performed on that given day.  Employee Itemized Check Stubs will be requested atrandom but no more than one employee per each month worked if no issues are discovered.

Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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CERTIFIED PAYROLL REQUIREMENTS (CONTINUED)
 The City conducts on‐going audits of certified payrolls and ancillary documents by requesting payroll records and ancillary documents during the course of the project.  If these documents are not submitted to the City with the requested time frames, a withhold will be applied to your contract.  The City will email a monthly request for information via a “Issues List” (Attachment 1) to Prime Contractor/Consultants. The Prime Consultant has 10 days to submit requested information.  Owner/operators, sole proprietors, or business owners, must also submit certified payroll reports.  If your firm will use LCP Tracker© or equivalent certified payroll software (as approved by the City)  a CD of the entire payrolls must be submitted to the City upon project completion.  Password and Login to LCP Tracker© or equivalent certified payroll software (as approved by the City)  must be provided to the City’s Prevailing Wage Consultant.

REQUIRED PRE‐CONSTRUCTION CONFERENCE
The City of Santa Monica requires a mandatory pre‐construction conference with the Prime AND Sub‐Contractors (Prime Consultants/Subconsultants) prior to the job start.  This meeting can be conducted telephonically or in person.

At this meeting the City’s Labor Compliance consultant will discuss federal and/or state labor law requirements applicable to the contract and will provide a packet of information containing templates for contractors use.   The Prime Contractor/Consultant will be required to sign the Check List of Labor Law Requirements at the end of the conference, acknowledging that the City has provided the contractor with information regarding each federal and state requirement per Attachment 2.

SANCTIONS
 The City may withhold funds on progress payments due to the Prime for the failure to submit required reports and/or documents by the Prime or ANY of the subs on the job. The City’s Withhold Policy is Attachment 3.  Contractors/Consultants violating the prevailing wage requirements are subject to a penalty of up to $200 per day for each worker paid less than the prevailing wage rate, in addition to having to restore the differences in wages paid. (California Labor Code § 1775)
 Contractors/Consultants are also subject to a penalty of an additional $25 per day for each worker paid less than the prevailing wage rate for overtime work ‐‐ over 8 hours per day or more than 40 hours per week. (California Labor Code § 1813)
 In the event of an underpayment of wages, the Contractor/Consultant has 60 days to restitute those wages to the worker(s). If the Contractor/Consultant fails to pay the restitution within 60 days, liquidated damages in an amount equal to the unpaid wages will be assessed. Liquidated damages will be due the worker. (California Labor Code § 1742.1)
 Failure to utilize apprentices as specified, or to provide proof that apprentices were requested and denied, may subject the contractor to a penalty of up to $100 for each calendar day that the contractor worked on the project.

A contractor/consultant that commits a second or subsequent violation within a three‐year period may be subject to a penalty of up to $300 for each calendar day that the contractor/consultant worked on the project. (California Labor Code §1777.7)
 Failure to submit Certified Payroll Records within requested time receipt of a written request will be subject to a penalty of $100 per calendar day per employee until strict compliance is effectuated. (California Labor Code §§ 1776 and 1777.1).

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PREVAILING WAGE JOB ACKNOWLEDGMENT FORM
 A Prevailing Wage Job Notice and Acknowledgment Form (Exhibit 5) must be submitted with each bid/proposal for work with the City of Santa Monica.  The Prime and all subcontractors/consultants who will work on the job are required to submit the form.
 If any adjustments are made to the project including, but not limited to, the addition, substitution, or removal of Subcontractor(s) the City requires the submission of an updated Prevailing Wage Job Notice and Acknowledgement Form. Addition of any New Subcontractor(s) will be subject to approval by the City’s Labor Compliance Consultant. New subcontractors/subconsultants cannot come onto City jobs unless a Prevailing Wage Job Notice and Acknowledgment Form has been submitted and approved.   For the addition, substitution, or removal of any Subcontractor(s), the City may require a written request by the Prime Contractor, which will be subject to written approval by the Project Manager.

PREVAILING WAGE RESOURCES
Division of Labor Standards Enforcement (DLSE)‐ Laws and Regulations https://www.dir.ca.gov/dlse/dlseLaws.html
Certified Payroll Reporting
https://www.dir.ca.gov/Public‐Works/Certified‐Payroll‐Reporting.html Contractor Registration
https://www.dir.ca.gov/Public‐Works/PublicWorksSB854FAQ.html DIR Contact Information
https://www.dir.ca.gov/Public‐Works/ContactUs.htm
Division of Apprenticeship Standards ‐ Public Works Information https://www.dir.ca.gov/DAS/PublicWorksForms.htm
State of California, Division of Labor Standards Enforcement, Public Works Manual http://www.dir.ca.gov/dlse/PWManualCombined.pdf
Prevailing Wage Determinations
https://www.dir.ca.gov/OPRL/DPreWageDetermination.htm

CITY OF SANTA MONICA PREVAILING WAGE STAFF
For questions on Prevailing Wage in the City of Santa Monica, please contact Lizette Rodriguez at (310) 458‐8721, ext. 2341, lizette.rodriguez @smgov.net.

ATTACHMENTS
Attachment 1: Issues List
Attachment 2: Check List of Labor Law Requirements
Attachment 3: City of Santa Monica’s Labor Compliance Withhold Policy‐ Construction Contracts Attachment 4: City of Santa Monica’s Labor Compliance Withhold Policy‐ Professional Services Attachment 5: Statement of Non‐Performance
Attachment 6: City of Santa Monica Prevailing Wage Job Acknowledgment Form

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Packet Pg. 242 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) Prevailing Wage‐ Attachment 1
Issues List
Prevailing Wage‐  Attachment 2
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Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services

CHECKLIST OF LABOR LAW REQUIREMENTS
Appendix A
City of Santa Monica (Enter Department Name)
(Project Name)
Project# (Enter Number)
The federal and state labor law requirements applicable to the contract are composed of, but not limited to, the following:

1. Payment of Prevailing Wage Rates
The award of a public works contract requires that all workers employed on the project be paid not less than the specified general prevailing wage rates by the contractor and its subcontractors pursuant to Labor Code section 1770 et seq.

The contractor is responsible for obtaining and complying with all applicable general prevailing wage rates for trades workers and any rate changes, which may occur during the term of the contract. Prevailing wage rates and rate changes are to be posted at the job site for workers to view.

2. Apprentices
It is the duty of the contractor and subcontractors to employ registered apprentices on public works projects pursuant to Labor Code section 1777.5.

3. Penalties
Penalties, including forfeitures and debarment, shall be imposed for contractor/subcontractor failure to pay prevailing wages, failure to maintain and submit accurate certified payroll records upon request, failure to employ apprentices, and for failure to pay employees for all hours worked at the correct prevailing wage rate, in accordance with Labor Code sections 1775, 1776, 1777.7, and 1813.

4. Certified Payroll Records
Pursuant to Labor Code section 1776, contractors and subcontractors are required to keep accurate payroll records which reflect the name, address, social security number, and work classification of each employee; the straight time and overtime hours worked each day and each week; the fringe benefits; and the actual per diem wages paid to each journeyperson, apprentice, worker, or other employee hired in connection with a public works Employee payroll records shall be certified and shall be made available for inspection at all reasonable hours at the principal office of the contractor/subcontractor, or shall be furnished to any employee, or to his or her authorized representative on request.

Contractors and subcontractors shall maintain their certified payrolls on a weekly basis and shall submit said payrolls weekly to the LCO. In the event that there has been no work performed during a given week, the certified payroll record shall be annotated “No Work” for that week. All non-redacted certified payrolls should be sent to:

Gafcon, Labor Compliance (City of Santa Monica)
660 South Figueroa Street, Suite 1790
Los Angeles, CA 90017

5. Nondiscrimination in Employment
Prohibitions against employment discrimination are contained in Labor Code sections 1735 and 1777.6; the Government Code; the Public Contracts Code; and Title VII of the Civil Rights Act of 1964, as amended.

6. Kickback Prohibited
Pursuant to Labor Code section 1778, contractors and subcontractors are prohibited from accepting, taking wages illegally, or extracting “kickback” from employee wages.

7. Acceptance of Fees Prohibited
Contractors and subcontractors are prohibited from exacting any type of fee for registering individuals for public work (Labor Code section 1779); or for filling work orders on public works contracts (Labor Code section 1780).

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8. Listing of Subcontractors
Contractors are required to list all subcontractors hired to perform work on a public works project when that work is equivalent to more than one-half of one percent of the total effort (Public Contract Code section 4104.).

9. Proper Licensing
Contractors and subcontractors are required to be properly licensed. Penalties will be imposed for employing workers while unlicensed (Labor Code section 1021 and Business and Professions Code section 7000, et seq. under California Contractors License Law).

10. Unfair Competition Prohibited
Contractors and subcontractors are prohibited from engaging in unfair competition (Business and Professions Code sections 17200-17208).

11. Workers’ Compensation Insurance
All contractors and subcontractors are required to be insured against liability for workers’ compensation, or to undertake self-insurance in accordance with the provisions of Labor Code sections 3700 and 1861.

12. OSHA
Contractors and subcontractors are required to comply with the Occupational Safety and Health laws and regulations applicable to the particular public works project.

13. Prohibition against hiring undocumented workers
Federal law prohibits contractors and subcontractors from hiring undocumented workers and requires all contractors and subcontractors to secure proof of eligibility/citizenship from all workers.

14. Itemized wage statements
Contractors and subcontractors are required to provide itemized wage statements to employees pursuant to Labor Code section 226.

The undersigned contractor hereby acknowledges that the City has provided the contractor with information regarding each item listed above. In accordance with federal and state laws, and with City’s policy and contract documents, the undersigned contractor herein certifies that it will comply with the foregoing labor law requirements; and fully understands that failure to comply with these requirements will subject it to the penalties cited herein.

For the Contractor: For the City of Santa Monica:
_______________________________________ _______________________________________ Signature Date Signature Date
_______________________________________
Title
_______________________________________
Organization
_______________________________________
Project
_______________________________________
E-Mail
Psomas
Type text here
Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 245 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) Prevailing
Wage‐ Attachment 3
City of Santa Monica’s Labor Compliance Withhold Policy Construction Contracts (Page1 of 2)
Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 246 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) City of Santa Monica’s Labor Compliance Withhold Policy Construction Contracts (Page2 of 2)
Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 247 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) Prevailing Wage‐ Attachment 4
City of Santa Monica’s Labor Compliance Withhold Policy Professional Services /Construction Management Agreements (Consultants)(Page 1 of 2) Attachment 4
City
of
Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 248 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) Santa Monica’s Labor Compliance Withhold Policy
Professional Services /Construction Management Agreements (Consultants) (Page 2 of 2)

Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 249 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) Prevailing Wage‐ Attachment 5
Statement of Non‐Performance
STATEMENT OF NON‐PERFORMANCE
I do herby certify that no persons employed with the above‐mention contractor/subcontractor worked on the project:

Contract of subcontract number__________ during the payroll period commencing on the ________ day of ______________ and ending on the ___________ day of ________________.

I , _________________________, the undersigned, am the___________________________ (Name – print) (Position in business)
with the authority to act for and on the behalf of _________________________, certify under (Name of Contractor/Business)
penalty of perjury that the records of copies thereof submitted and consisting of Non‐ Performance Payroll, 1 Page    are the originals or true, full and correct copies of the originals (Description, Number of Pages)
which depict the payroll record(s) of the actual disbursements by way of cash, check or whatever form to the individual named.

Date: ________________________    Signature: _____________________________________ Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 250 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) Prevailing Wage‐ Attachment 6
Prevailing Wage Job Acknowledgment Form
First Page for Prime Contractors/Consultants/Vendors
Second page for Subcontractors/Subconsultants
Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 251 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) City of Santa Monica
Prevailing Wage Job Acknowledgment Form
Prime Contractor/ Consultant/ Vendor
A Prevailing Wage Job Notice and Acknowledgment Form must be submitted with each bid/proposal for work with the City of Santa Monica.  The Prime and all subcontractors/consultants who will work on the job are required to submit the form. Prime Contractors/Consultants must list all subs they intend to use for the Project (Attach additional sheet for each subcontractor).

The City will assist your firm in determining the most relevant classification given the information provided to the City’s Prevailing Wage Consultant, but it is the sole responsibility of the Prime Contractor/Vendor to ensure that they are utilizing the correct classifications at all times on the project. At bid submittal, contractors must complete the Prevailing Wage Job Acknowledgment form, with classifications they anticipate will be working on the job. Should additional classifications be needed and/or utilized not indicated on the form, prior to the new classification working onsite contractor must submit revised Prevailing Wage Job Acknowledgment form with updated classifications. Please indicate all classifications your company plan to use:

By signing below the contractor attests that he/she has read and understands this document, that he/she is aware of the public work and prevailing wage requirements as set forth in the California Labor Code Sections 1720 et seq.; that he/she is an owner, officer, or other duly authorized representative of the firm; that he/she and each of his/her subcontractors is registered with the California DIR; and that he/she is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self‐insurance in accordance with the provisions of that code, and will comply with such provisions before commencing the performance of the work of this contract.  Corrections or alterations to this form may trigger the escalation/de‐escalation clause of your bid documents.

Company Name: ___________________________________________________________ Address: _________________________________________________________________ Email Address: __________________________________ Phone Number: _________________________ Contractor State License Board Number (CSLB):___________ PWC Registration Number: _______________ Name of Apprenticeship Program affiliated with (if any): _____________________ Contractor/Consultant Representative Signature: ______________________________________Date: _______________ Print Name and Title: __________________________________________________________________ Project Name:

SP Number or Bid No:
# Craft Group Number/Trade
Classification
Determination
Number
Issue
Date
Number of
Staff
Apprenticeable
?
Y/N
For City of Santa Monica Internal Use Only Approved By:_______________________________    Date:____________ On-Call Surveying Services
SP 2539
Psomas
865 S Figueroa Street, Suite 3200, Los Angeles, CA 90017 [email protected] 213.223.1566
N/A 1000010904
N/A
Daniel Rahe, Vice President
03/03/2025
Field Survey
Field Survey
Field Survey
Party Chief
Instrument Man
Chainman
2023-2
2023-2
2023-2
8/22/23
8/22/23
8/22/23
Field Survey Chainman Apprentice 1-7 2023-2 8/22/23
Y
Y
Y
Y
3 3
0 0
Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 252 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) City of Santa Monica
Prevailing Wage Job Acknowledgment Form
Sub‐Contractor/ Sub‐Consultant/ Vendor
A Prevailing Wage Job Notice and Acknowledgment Form must be submitted with each bid/proposal for work with the City of Santa Monica.  The Prime and all subcontractors/consultants who will work on the job are required to submit the form. Prime Contractors/Consultants must list all subs they intend to use for the Project (Attach additional sheet for each subcontractor).

The City will assist your firm in determining the most relevant classification given the information provided to the City’s Prevailing Wage Consultant, but it is the sole responsibility of the Prime Contractor/Vendor to ensure that they are utilizing the correct classifications at all times on the project. At bid submittal, contractors must complete the Prevailing Wage Job Acknowledgment form, with classifications they anticipate will be working on the job. Should additional classifications be needed and/or utilized not indicated on the form, prior to the new classification working onsite contractor must submit revised Prevailing Wage Job Acknowledgment form with updated classifications.   Please indicate all classifications your company plan to use:

By signing below the contractor attests that he/she has read and understands this document, that he/she is aware of the public work and prevailing wage requirements as set forth in the California Labor Code Sections 1720 et seq.; that he/she is an owner, officer, or other duly authorized representative of the firm; that he/she and each of his/her subcontractors is registered with the California DIR; and that he/she is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self‐insurance in accordance with the provisions of that code, and will comply with such provisions before commencing the performance of the work of this contract.  Corrections or alterations to this form may trigger the escalation/de‐escalation clause of your bid documents.

Company Name: ___________________________________________________________ Address: _________________________________________________________________ Email Address: __________________________________ Phone Number: _________________________ Contractor State License Board Number (CSLB):___________ PWC Registration Number: _______________ Name of Apprenticeship Program affiliated with (if any): _____________________ Contractor/Consultant Representative Signature: ______________________________________Date: _______________ Print Name and Title: ________________________________________________________________ Project Name:

SP Number or Bid No:

Name of Prime Contrctors/Consultant Working For:
# Craft Group Number/Trade
Classification
Determination
Number
Issue
Date
Number
of Staff
Apprenticeable?
Y/N
Not applicable, Psomas is not using any
subcontractors
Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 253 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) Exhibit E
Levine Act Disclosure Form
Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 254 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) City of Santa Monica Levine Act Disclosure Form

CITY OF SANTA MONICA

CALIFORNIA LEVINE ACT DISCLOSURE
The Levine Act prohibits City Officers from participating in any action related to a contract, license, permit, or entitlement if such Officer received campaign contributions totaling more than $500 within the previous twelve months, and for twelve months following the date of a final decision, from a party or participant to the proceeding, or their agent.

Section 84308(a)(4) of the Levine Act defines an "Officer" as follows: “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. The term “Officer” is further defined 2 Cal.

Code Regs. Section 18438.1, which states:

An officer of an agency includes only those persons who make, participate in making, or in any way attempt to use their official position to influence a decision in the license, permit, or entitlement for use proceeding, or who exercise authority or budgetary control over the agency or officers who may do so, and:
(1) Serve in an elected position, including an official appointed to an elected position due to an interim vacancy or an election otherwise canceled because the official was the sole candidate for the position;
(2) Serve as a member of a board or commission;
(3) Serve as the chief executive of a state agency, or county, city or district of any kind; or (4) Have decision making authority with respect to the proceeding involving a license, permit, or other entitlement for use and is also a candidate for elected office or has been a candidate for elective office in the 12 months prior to the proceeding.

A list of Santa Monica Elected Officials and members of boards and commissions can be found at the following links. The party making this certification is responsible for determining whether a recipient of a political contribution is a City Officer prior to completing this form. https://www.smgov.net/departments/council/
https://www.santamonica.gov/departments/rent-control
https://www.smgov.net/boards/
Have you, your company, or any agent on behalf of you or your company, made any political contributions of more than $500 to any City Officer in the twelve months preceding the date of the submission of your application or proposal? ____YES ____ NO
Name of Councilmember or City Officer: _________________________________ Name of Contributor: _________________________________________________ Date(s) of Contribution(s): ____________________________________________ Amount(s) ________________________________________________________ Please specify below and/or add additional sheet(s) to identify additional Councilmembers or City Officers to whom you and/or your agents made campaign contributions. ✔
Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 255 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) City of Santa Monica Levine Act Disclosure Form
Answering YES does not preclude the City of Santa Monica from awarding a contract, license, permit, or entitlement or taking any subsequent action related to the item. It does, however, preclude the identified City Officer from participating in any actions related to such item.

By signing below, you certify you also agree to disclose to the City any future contributions made to Councilmembers or other City Officers by you or your agent(s) after the date of signing this disclosure form, and within 12 months following the approval, renewal, or extension of the requested contract, license, permit, or entitlement.

I HEREBY CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIATHAT THE FOREGOING IS TRUEAND CORRECT.

Signed: Date: ____________________
Print Name: _________________________ Title: _____________________ Company: __________________________
Additional Disclosures:

Please note this form is a public record and subject to a California Public Records Act request. 04/24/2025 Daniel L. Rahe Vice President/Principal Psomas Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 256 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1) SANTA MONICA CITY ATTORNEY’S OFFICE
TO: Public
FROM: City Attorney’s Office
RE: Levine Act Disclosure Form
The Levine Act (Government Code 84308) is a California law aimed at preventing “pay to play” practices by prohibiting parties, participants, and their agents in a proceeding involving a license, permit, or other entitlement from contributing more than $500 to an officer of the City during a 12-month period. The prohibition applies to any 12-month period while the proceeding is pending and for 12 months following the date a final decision is rendered in the proceeding.

State law requires a party to a proceeding to disclose any contributions exceeding an aggregate $500 that the party and their agents have made to an officer of the City within the preceding 12 months. The Disclosure Form is intended to assist City officials with recognizing when they have an obligation to disclose and recuse themselves, and to aid parties with their disclosure obligations.

1. To what sort of proceedings is the disclosure form applicable? The Levine Act applies to all discretionary entitlements and contracts, with the exception of labor contracts, personal employment contracts, and contracts that must be awarded to the lowest responsive/responsible bidder. It does not apply to ministerial approvals.

For instance, the Levine Act applies to the following:
• Building and development permits
• Conditional use permits
• Contracts generally (unless an exception applies):
o Real property contracts for purchase, sale, lease
o Contract amendments
o Settlement agreements
o Contracts for goods, services, professional services that are not awarded pursuant to a competitive process
• Public street abandonments
• Private development plans
• Professional license revocations
• Rezoning of specific real estate parcels
• Event permits
• Rulemaking procedures affecting a particular industry where only a small number of businesses are affected
• Special district formation proceedings involving the creation of a special use or benefit to the person in the district
• Tentative subdivision and parcel maps
Docusign Envelope ID: 11A04CB1-E020-4262-B848-88F5D85DD776

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Packet Pg. 257 Attachment: Psomas_11721_ASA_Executed (7813 : On-call Civil Engineering Design, Surveying Services , Transportation Services - Mod 1)