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2023 Feb 07 - CC PACKET REVAGENDA REVISED (ADDITION OF/TEIMIS #15AND #17) EL SEGUNDO CITY COUNCIL REGULAR MEETING TUESDAY, FEBRUARY 7, 2023 6.00 PM OPEN SESSION CLOSED SESSION TO IMMEDIATELY FOLLOW OPEN SESSION CITY COUNCIL CHAMBER 350 MAIN STREET, EL SEGUNDO, CA 90245 Drew Boyles, Mayor Chris Pimentel, Mayor Pro Tern Carol Pirsztuk, Council Member Lance Giroux, Council Member Ryan W. Baldino, Council Member Tracy Weaver, City Clerk Matthew Robinson, City Treasurer Executive Team Darrell George, City Manager Barbara Voss, Deputy City Manager Jaime Bermudez, Police Chief Michael Allen, Community Development Dir. Jose Calderon, IT Director Aly Mancini, Recreation, Parks & Library Dir. Mark Hensley, City Attorney Joe Lillio, Chief Financial Officer Deena Lee, Fire Chief Rebecca Redyk, HR Director Elias Sassoon, Public Works Dir. MISSION STATEMENT: "Provide a great place to live, work, and visit." VISION STATEMENT: "Be a global innovation leader where big ideas take off while maintaining our unique small-town character." 1 Page 1 of 224 The City Council, with certain statutory exceptions, can only take action upon properly posted and listed agenda items. Any writings or documents given to a majority of City Council regarding any matter on this agenda that the City received after issuing the agenda packet are available for public inspection in the City Clerk's Office during normal business hours. Such documents may also be posted on the City's website at ,,ca,1l, e.q..!�..!2 , ,,,,.2.!q„ and additional copies will be available at the City Council meeting. Unless otherwise noted in the agenda, the public can only comment on City -related business that is within the jurisdiction of the City Council and/or items listed on the agenda during the Public Communications portions of the Meeting. Additionally, members of the public can comment on any Public Hearing item on the agenda during the Public Hearing portion of such item. The time limit for comments is five (5) minutes per person. Those wishing to address the City Council are requested to complete and submit to the City Clerk a "Speaker Card" located at the Council Chamber entrance. You are not required to provide personal information in order to speak, except to the extent necessary for the City Clerk to call upon you, properly record your name in meeting minutes and to provide contact information for later staff follow-up, if appropriate. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk's Office at 310-524-2305. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. 2 Page 2 of 224 CLOSED SESSION — CALL TO ORDER / ROLL CALL CLOSE SESSION WILL IMMEDIATLEY FOLLOW OPEN SESSION PUBLIC COMMUNICATION — (RELATED TO CITY BUSINESS ONLY — 5-MINUTE LIMIT PER PERSON, 30-MINUTE LIMIT TOTAL) Individuals who have received value of $50 or more to communicate to the City Council on behalf of another, and employees speaking on behalf of their employer, must so identify themselves prior to addressing City Council. Failure to do so shall be a misdemeanor and punishable by a fine of $250. While all comments are welcome, the Brown Act does not allow City Council to take action on any item not on the agenda. City Council and/or City Manager will respond to comments after Public Communications is closed. SPECIAL ORDERS OF BUSINESS RECESS INTO CLOSED SESSION: City Council may move into a closed session pursuant to applicable law, including the Brown Act (Government Code Section §54960, et seq.) for purposes of conferring with City's Real Property Negotiator; and/or conferring with City Attorney on potential and/or existing litigation; and/or discussing matters covered under Government Code Section §54957 (Personnel); and/or conferring with City's Labor Negotiators. CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION (GOV'T CODE §54956.9(D)(1): -9- MATTER(S) 1. Scott O'Connor (City Police Officer) v. City of El Segundo, United States District Court (Central District of California), Civil Case No. 2-20-CV-0311 DMG (PLAx). 2. Scott Martinez (Retired City Fire Fighter) v. City of El Segundo, Los Angeles Superior Court Case No. 21ST CV10637. 3. James Tulette (Retired City Fire Fighter) v. City of El Segundo, Los Angeles Superior Court, Case No. 205T, CV44025. 4. Shawn Bonfield Retired (City Fire Department Battalion Chief) v. City of El Segundo, Los Angeles Superior Court Case no. 20ST CV48677. 5. William Hatcher (Retired El Segundo Fire Fighter) v. City of El Segundo, Los Angeles Superior Court, Case No. 21ST CV37399. 6. Richard Towne (Retired El Segundo Fire Fighter) v. City of El Segundo, Los Angeles Superior Court, Case No. 21ST CV19113. 7. Rebecca Smith (Former Non -Sworn Police Department Employee) v. City of El Segundo - Binding Arbitration Personnel Case. 8. Amy McDaniels (Non -Sworn Police Department Employee) v. City of El Segundo - Binding Arbitration Personnel Case. 3 Page 3 of 224 9. Brent Beardmore (City Police Officer) v. City of El Segundo, Los Angeles Superior Court Case No. 22STCV25047. CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION Significant exposure to litigation pursuant to Government Code §54956.9(d) (2) and (3). -1- matter. 1. Government Tort Claim Filed by Keith Puckett Initiation of litigation pursuant to Government Code §54956.9(D)(4): -1- matter. CONFERENCE WITH CITY'S LABOR NEGOTIATOR (GOV'T CODE §54957.6): -7- MATTER(S) 1. Employee Organizations: Fire Fighters Association (FFA), Police Officers Association (POA), Supervisory Professional Employee Association (SPEA), Professional Support Services Employee Association (PSSEA), City Employees' Association (CEA), Police Managers' Association (PMA), and Management Confidential. Representative: Irma Moisa Rodriquez, City Manager, Darrell George, Human Resources Director, Rebecca Redyk. Laura Drottz Kalty and Alex Volberding. 6:00 PM — CONVENE OPEN SESSION — CALL TO ORDER / ROLL CALL INVOCATION — TBA PLEDGE OF ALLEGIANCE — Council Member Baldino SPECIAL PRESENTATIONS 1. Black History Month 2. Recognition of Citizens' Police Academy Graduates PUBLIC COMMUNICATIONS — (RELATED TO CITY BUSINESS ONLY — 5 MINUTE LIMIT PER PERSON, 30 MINUTE LIMIT TOTAL) Individuals who have received value of $50 or more to communicate to the City Council on behalf of another, and employees speaking on behalf of their employer, must so identify themselves prior to addressing the City Council. Failure to do so shall be a misdemeanor and punishable by a fine of $250. While all comments are welcome, the Brown Act does not allow Council to take action on any item not on the agenda. The Council will respond to comments after Public Communications is closed. CITY MANAGER FOLLOW-UP COMMENTS — (Related to Public Communications) • Hyperion Water Reclamation Plant Update 0 Page 4 of 224 A. PROCEDURAL MOTIONS Read All Ordinances and Resolutions on the Agenda by Title Only Recommendation - Approval B. CONSENT 3. City Council Meetina Minutes Recommendation - 1. Approve Regular City Council meeting minutes of January 17, 2023 and Special City Council meeting minutes of January 26, 2023. 2. Alternatively, discuss and take other action related to this item. 4. Warrant Demand Register for December 26, 2022 through January 15, 2023 Recommendation - 1. Ratify payroll and employee benefit checks; checks released early due to contracts or agreements; emergency disbursements and/or adjustments; and, wire transfers. 2. Approve Warrant Demand Register numbers 13B, 14A, and 1413: warrant numbers 3043826 through 3044124, and 9002768 through 9002794. 3. Alternatively, discuss and take other action related to this item. 5. Notice of Completion for FY 21-22 Concrete Improvements Project Recommendation - 1. Accept FY 21-22 Concrete Improvements Project, Project No. PW 21-10, by FS Contractors, Inc., as complete. 2. Authorize and direct the City Clerk to file a Notice of Completion with the County Recorder's Office. 3. Alternatively, discuss and take other action related to this item. 5 Page 5 of 224 6. Pension Obligation 115 Trust Funding Plan Administration and Portfolio Management Recommendation - Adopt a Resolution authorizing the City Manager to execute agreements to transfer administration and investment management services of the City's Pension Stabilization Trust assets to Shuster Advisory Group, LLC ("Shuster"), transfer Trust assets to Charles Schwab Trust Bank ("Schwab") and name Alta Trust Company ("Alta") as the Directed Trustee. 2. Authorize the trustee and discretionary advisory services to be assigned to Alta Trust Company and Shuster Advisory Group, respectively. 3. Alternatively, discuss and take other action related to this item. 7. Alondra Park Multi -Benefit Stormwater Capture Project Partnership Aareement Recommendation - 1. Authorize the City Manager to execute a partnership agreement with the County of Los Angeles, City of El Segundo, City of Hawthorne, City of Lawndale, City of Manhattan Beach, and City of Redondo Beach for Alondra Park Multi -Benefit Stormwater Capture Project. 2. Alternatively, discuss and take other action related to this item. 8. Renew Agreement with Insight for Three Years for $720,103.11 to Provide Microsoft and Office 365 Licenses Recommendation - 1. Exempt the City's formal bidding requirements pursuant to El Segundo Municipal Code § 1-7-9(C) and award a contract to Insight through the County of Riverside Cooperative Purchasing Agreement. 2. Authorize the City Manager to execute a three-year software license agreement with Insight to provide Microsoft and Office 365 licenses for $240,034.37 per year, totaling $720,103.11 over the three years. 3. Alternatively, discuss and take other action related to this item. 0 Page 6 of 224 9. Four -Month Trial and Potential Permanent Implementation of Alternative 4/10 Work Schedule for the Employees Covered Under the Management and Confidential Series of the Administrative Code Recommendation - 1. Authorize the City Manager to implement a four -month, alternative 4/10 work schedule trial for eligible Management and Confidential employees. 2. Authorize the City Manager to permanently implement the alternative 4/10 work schedule for eligible Management and Confidential employees upon successful conclusion of the four -month trial. 3. Alternatively, discuss and take other action related to this item. 10. Government Finance Officers Association (GFOA) Award for Excellence in Financial Reporting Recommendation - Receive and file the Government Finance Officers Association award for excellence in financial reporting for the City's Fiscal Year 2020-21 Annual Comprehensive Financial Report. 2. Alternatively, discuss and take other action related to this item. C. PUBLIC HEARINGS 11. Adoption of Annual Community Development Block Grant Program Proiect Selection for 2023-2024 Recommendation - Adopt Resolution approving a new 2023-2024 Community Development Block Grant ("CDBG") Project entitled, "El Segundo Library Park American with Disabilities Act (ADA)-Compliant Pathway Project," and appropriate 2023-2024 CDBG funds estimated at $62,337, plus prior, unspent CDBG funds in the amount of $77,802 for a total project budget of $140,139. 2. Authorize the City Manager, or his designee, to execute all contracts, in a form approved by the City Attorney, with the Los Angeles County Development Authority ("LACDA"). 3. Alternatively, discuss and take other possible action related to this item. D. STAFF PRESENTATIONS 7 Page 7 of 224 12. Review and Approve City -Owned Walls for Possible Mural Locations as Selected by the Arts and Culture Advisory Committee Recommendation - 1. Review and approve selected locations for public art murals. 2. Alternatively, discuss and take other action related to this item. E. COMMITTEES, COMMISSIONS AND BOARDS PRESENTATIONS 13. Announce Appointment to the Diversity, Equity, and Inclusion (DEI) Committee Recommendation - 1. Announce appointments, if any. 2. Alternatively, discuss and take other action related to this item. F. REPORTS - CITY CLERK G. REPORTS - CITY TREASURER 14. Investment Portfolio Report for December 2022 Recommendation - 1. Receive and file the Investment Portfolio Report dated December 2022. 2. Alternatively, discuss and take other action related to this item. H. REPORTS - COUNCIL MEMBERS COUNCIL MEMBER BALDINO 15. Discuss Establishing an Ad Hoc City Council Subcommittee to Address Issues Related to the Hyperion Water Reclamation Plant Recommendation - 1. Approve establishing an Ad Hoc City Council Subcommittee to address issues related to the Hyperion Water Reclamation Plant. 2. Select two City Councilmembers to serve on the Subcommittee. 3. Alternatively, discuss and take other action related to this matter. COUNCIL MEMBER GIROUX 0 Page 8 of 224 COUNCIL MEMBER PIRSZTUK MAYOR PRO TEM PIMENTEL MAYOR BOYLES 16. Assign City Council Members to Serve on Committees for Various Intergovernmental and Local Agencies Recommendation - 1. Approve and implement assignments. 2. Alternatively, discuss and take other action related to this item. 17. Discuss Retaining a Public Relations Firm to Assist with Communications Related to Hvoerion Recommendation - 1. Approve the retention of a Public Relations Firm to Assist with Communications Related to Hyperion. 2. Alternatively, discuss and take other action related to this matter. I. REPORTS - CITY ATTORNEY J. REPORTS/FOLLOW-UP - CITY MANAGER CLOSED SESSION The City Council may move into a closed session pursuant to applicable law, including the Brown Act (Government Code Section §54960, et seq.) for the purposes of conferring with the City's Real Property Negotiator, and/or conferring with the City Attorney on potential and/or existing litigation, and/or discussing matters covered under Government Code Section §54957 (Personnel), and/or conferring with the City's Labor Negotiators. REPORT OF ACTION TAKEN IN CLOSED SESSION (if required) MEMORIALS Sandra Jacobs and William Bue ADJOURNMENT POSTED: DATE: February 3, 2023 TIME: 12.00 PM BY: Tracy Weaver, City Clerk 0 Page 9 of 224 rortamatt"On Citp of el bepubo, California WHEREAS, Black History Month affords special opportunity to become more knowledgeable about black heritage, and to honor the many black leaders who have contributed to the progress of our nation; and WHEREAS, Dr. Woodson initiated Black History Week, February 12, 1926; and for many years, the second week of February, chosen so as to coincide with the birthdays of Frederick Douglas and Abraham Lincoln, was celebrated by African Americans in the United States; and WHEREAS, in 1976, as part of the nation's bicentennial, Black History Week was expanded and became established as Black History Month, and is now celebrated all over North America; and WHEREAS, such knowledge can strengthen the insight of all our citizens regarding the issues of human rights, the great strides that have been made in the crusade to eliminate the barriers of equality for minority groups, and the continuing struggle against racial discrimination and unconscious bias. NOW, THEREFORE, the Mayor and Members of the City Council of the City of El Segundo, California, hereby proclaim the month of February 2023 "BLACK HISTORY MONTH" and urge all citizens to join together in making this period of rededication to the principles of justice and equality for all people. �41ayorDrew �Boyfes �l�layorT'ro gem Chris Timente� Counci�9l�lemder Carol�irsztuk Councd44em6er Lance Giroux CouncdRem6er 1 yan �Bafdino Page 10 of 224 MEETING MINUTES OF THE EL SEGUNDO CITY COUNCIL TUESDAY, JANUARY 17, 2023 CLOSED SESSION — Mayor Boyles called to order at 4.00 PM. ROLL CALL Mayor Boyles - Present Mayor Pro Tern Pimentel - Present Council Member Pirsztuk - Present Council Member Giroux - Present Council Member Baldino - Present PUBLIC COMMUNICATION — (Related to City Business Only — 5-minute limit per person, 30-minute limit total) None SPECIAL ORDER OF BUSINESS: Mayor Boyles announced that Council would be meeting in closed session pursuant to the items listed on the Agenda. CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION (GOV'T CODE §54956.9(D)(1): -2- MATTER(S) 1. Richard Town (Retired Firefighter) v. City of El Segundo (Workers' Compensation Claim), WCAB Case No. ADJ1166116 2. Rebecca Smith (Former Non -Sworn Police Department Employee) v. City of El Segundo — Binding Arbitration Personnel Case CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION Significant exposure to litigation pursuant to Government Code §54956.9(d) (2) and (3):-1-matter. 1. Government Tort Claim filed by Keith Puckett Initiation of litigation pursuant to Government Code §54956.9(c): -1- matter 1. City of Los Angeles (Hyperion Water Reclamation Plant CONFERENCE WITH CITY'S LABOR NEGOTIATOR (GOV'T CODE §54957.6): -4- MATTER(S) Employee Organizations: Police Officers' Association (POA) Agency Designated Representative: Irma Moisa Rodriquez, Laura Drottz Kalty, City Manager, Darrell George, and Human Resources Director, Rebecca Redyk EL SEGUNDO CITY COUNCIL MEETING MINUTES JANUARY 17, 2023 PAGE 1 Page 11 of 224 Recessed at 5.50 PM OPEN SESSION — Mayor Boyles called to order at 6.00 PM ROLL CALL Mayor Boyles - Present Mayor Pro Tern Pimentel - Present Council Member Pirsztuk - Present Council Member Giroux - Present Council Member Baldino - Present INVOCATION — Pastor Scott Tannehill, The Bridge Church PLEDGE OF ALLEGIANCE — Council Member Giroux SPECIAL PRESENTATIONS: Chief Deena Lee and Council recognized Captain Nate McElroy and Venessa Arias, Management Analyst with a Courtesy and Service Award for their work on the Spark of Love Toy Drive. PUBLIC COMMUNICATIONS — (Related to City Business Only — 5-minute limit per person, 30-minute limit total) Adam Aylesworth, resident, commented on the need for a bike park. Robin Miskolcze, resident, commented on the Diversity, Equity, and Inclusion Committee. John Pickhaver, resident, commented on the Diversity, Equity, and Inclusion Committee. CITY MANAGER FOLLOW-UP COMMENTS: Darrell George, City Manager and Mark Hensley, City Attorney gave an update on the Hyperion Water Reclamation Plant. Mark Hensley, City Attorney reported during this time that the City of El Segundo prevailed in a lawsuit with William Hatch, a non -sworn Fire Department former employee. Mr. Hensley stated this lawsuit cost the City $250,000 to defend. A. Read all Ordinances and Resolutions on the Agenda by Title Only. MOTION by Council Member Giroux, SECONDED by Council Member Pirsztuk to read all ordinances and resolutions on the agenda by title only. MOTION PASSED BY UNANIMOUS VOTE. 5/0 EL SEGUNDO CITY COUNCIL MEETING MINUTES JANUARY 17, 2023 PAGE 2 Page 12 of 224 B. CONSENT- 1. Approve Regular City Council Meeting minutes of December 20, 2022, and Special City Council Meeting of January 12, 2023 2. Approve warrants demand register for November 28, 2022, through December 25, 2022, numbers 11A, 11 B, 12A, and 12B, warrant numbers 3043467 through 3043825 and 9002732 through 9002767. Ratify Payroll and employee benefit Checks; Checks released early due to contracts or agreement; Emergency disbursements and/or adjustments; and, Wire transfers. (Fiscal Impact: $12,790,750.38 ($2,270,338.42 in check warrants and $10,520,411.96 in wire warrants)) 3. Authorize the City Manager to execute Janitorial Services Agreement No. 6573 with Coastal Building Services, Inc. for various City buildings and facilities for three years with two, one-year optional renewal terms starting at $279,376 annually, with capped inflation and minimum wage increases. (Fiscal Impact: Cost of $279,376 per year with an annual CPI increase not to exceed 3%, and a minimum wage increase not to exceed an additional 1% per year, only if the minimum wage increases exceed the CPI increase. Funds from budgeted Government Building vacancies will be utilized (included in the Adopted FY 2022-23 Budget) 4. Adopt Resolution No. 5386 to continue the City's utilization of relaxed teleconferencing requirements under the Brown Act. (Fiscal Impact: None) 5. Authorize the City Manager to execute a Standard Public Works Construction Contract No. 6574 with Sully -Miller Contracting Company for $6,586,035.30 for the improvements to El Segundo Boulevard from Illinois Street to Isis Avenue and authorize an additional $700,000 for construction related contingencies for a total authorization of $7,286,035.30. Project No. PW 23-02. (Fiscal Impact: City will receive $4,050,000 in Measure M funds, and $786,537 in Federal Transportation Earmark Exchange funds from the Los Angeles County Metropolitan Transportation Authority. Funding reserves and appropriations were established at the September 20, 2022, Council meeting) 6. Adopt Resolution No. 5387 updating findings to support local amendments to the 2022 California Building Standards Model Codes pursuant to California Building Standards Commission direction. (Fiscal Impact: None) MOTION by Mayor Pro Tern Pimentel, SECONDED by Council Member Pirsztuk approving Consent Agenda items 1, (Mayor Pro Tern Pimentel abstained from this item) 2, 3, 4, 5, and 6. MOTION PASSED BY VOTE. 5/0 (Item #1 vote 4/0) EL SEGUNDO CITY COUNCIL MEETING MINUTES JANUARY 17, 2023 PAGE 3 Page 13 of 224 D. STAFF PRESENTATIONS: (Items #D8 and #D9 moved forward on the agenda at the request of City Manager, Darrell George) 8. Factual Response to Police Officers' Association (POA) Communications to the Public (Fiscal Impact: None) Darrell George, City Manager, Rebecca Redyk, Human Resources Director, and Jaime Bermudez, Police Chief gave a presentation and answered questions on the item. Council Discussion Council consensus to receive and file the response. 9. Urho Saari Swim Stadium ("The Plunge") Project (Fiscal Impact: Budgeted Amount: $2,500,000 plus $2,500,710 (Chevron Contribution - $500,000, L.A. Chargers Headquarters Agreement - $2,000,000, $710 - Interest), for a total of $5,000,710) Current Balance: $4,152,672 ($848,038 has been encumbered for design) Approximately $10.7M is expected to be available for this project in FY 2025- 2026 as follows: • $4,152,672 - Current balance • $4,500,000 - City General Fund Budget ($1,500,000 per year for three years — FY 2023-2024 through FY 2025-2026) • $1,000,000 - L.A. Chargers Headquarters (Ordinance #1631) - $2,000,000 has been paid to date and is included in the current balance above. • $1,000,000 - Provided by ESUSD (Agreement 5586) Darrell George, City Manager introduced the item. Elias Sassoon, Public Works Director, Aly Mancini, Recreation, Parks, and Library Director and Janvi Janani and Michael Wahl with IBI Group reported and answered questions on the item. Council Discussion Council consensus to receive and file the "business model" for the operations and maintenance of "The Plunge" and move forward with the project. C. PUBLIC HEARINGS: 7. Adoption of Annual Community Development Block Grant Program Project Selection for 2023-2024 (Fiscal Impact: $140,139 - included in the adopted FY 2022/23 budget) Mayor Boyles stated this was time and place for a Public Hearing regarding adopting a resolution approving a new 2023-2024 Community Development Block Grant (CDBG) EL SEGUNDO CITY COUNCIL MEETING MINUTES JANUARY 17, 2023 PAGE 4 Page 14 of 224 Project entitled, "El Segundo Library Park American Disabilities Act (ADA) — Compliant Pathway Project." Barbara Voss (sitting in for absent Clerk Weaver) stated that proper notice had been given in a timely manner and that no written communication had been received in the City Clerk's office. Tina Gall, Community Development Block Grant (CDBG) Consultant and Michael Allen, Community Development Director reported and answered questions on the item. Public Input: None MOTION by Council Member Pirsztuk, SECONDED by Mayor Pro Tern Pimentel to close the public hearing. MOTION PASSED BY UNANIMOUS VOTE. 5/0 Council Discussion Item to continue to the regular scheduled City Council Meeting of February 7, 2023. D. STAFF PRESENTATIONS: 10. El Segundo Fire Department 2022 Annual Report (Fiscal Impact: None) Deena Lee, Fire Chief reported on the item. Council Discussion Council consensus to receive and file the report. 11. Building Forward Library Infrastructure Grant Resolution (Fiscal Impact: $185,000) Aly Mancini, Recreation, Parks, and Library Director gave a presentation on the item. Council Discussion Mark Hensley, City Attorney read by title only: RESOLUTION NO. 5389 A RESOLUTION APPROVING ACCEPTANCE AND EXECUTION OF SB 129 CALIFORNIA STATE LIBRARY BUILDING FORWARD INFRASTRUCTURE GRANT FUNDS FOR EL SEGUNDO PUBLIC LIBRARY REPAIRS FOR ACCESSIBILITY AND HEALTH. EL SEGUNDO CITY COUNCIL MEETING MINUTES JANUARY 17, 2023 PAGE 5 Page 15 of 224 MOTION by Council Member Baldino, SECONDED by Council Member Giroux approving Resolution No. 5389. MOTION PASSED BY UNANIMOUS VOTE. 5/0 12. Solicitation of Request for Qualifications for Planning, Design and Engineering Services for the Recreation Park Renovation Project (Fiscal Impact: Included in the adopted FY 2022-23 Budget. No additional appropriation is required. Once the RFQ process is complete, staff will return to City Council with a recommendation to award a contract with the selected consulting firm) Aly Mancini, Recreation, Parks, and Library Director reported on the item. Council Discussion MOTION by Mayor Pro Tern Pimentel, SECONDED by Council Member Pirsztuk authorizing staff to release the Request for Qualifications (RFQ) to solicit interest from qualified professionals for planning, design and engineering services for the Recreation, Parks, and Library Renovation Project. MOTION PASSED BY UNANIMOUS VOTE. 5/0 E. COMMITTEES, COMISSIONS AND BOARDS PRESENTATIONS: F. REPORTS — CITY CLERK — Not present G. REPORTS — CITY TREASURER — Not present H. REPORTS — COUNCIL MEMBERS Council Member Baldino — Met with Senator Ben Allen's office regarding the Hyperion Water Reclamation Plant litigation and asked that Council begin the process of addressing the Business License Tax that will be implemented in 2024. Council Member Giroux — Announced he will attend the Finance Committee meeting Thursday, January 19, 2023. Council Member Pirsztuk — 13. Include the Cultural Development Fee Budget on the City Council Finance Subcommittee Agenda Council Member Pirsztuk reported on the item. Council Discussion EL SEGUNDO CITY COUNCIL MEETING MINUTES JANUARY 17, 2023 PAGE 6 Page 16 of 224 MOTION by Council Member Pirsztuk, SECONDED by Council Member Giroux approving including the Cultural Development Fee Budget on the City Council Finance Subcommittee agenda. MOTION PASSED BY A VOICE VOTE. 4/1 Yes: Baldino Boyles Giroux Pirsztuk No: Pimentel Mayor Pro Tern Pimentel — Attending the South Bay Council Of Governments upcoming meeting regarding Transportation and will attend the Sanitation District meeting tomorrow, Wednesday, January 18, 2023. Mayor Boyles —Attended South Bay Council of Governments Regional meeting. 13. PULLED TO THE FEBRUARY 7, 2023, CITY COUNCIL MEETING Assign Council Members to Serve on Committees for Various Intergovernmental and Local Agencies I. REPORTS — CITY ATTORNEY — No report J. REPORTS/FOLLOW-UP — CITY MANAGER — Mentioned the Finance Meeting will be held on Thursday, not Wednesday of this week. Michael Allen, Community Development Director gave an update regarding the Housing Element. MEMORIALS — None Adjourned at 8.31 PM Tracy Weaver, City Clerk EL SEGUNDO CITY COUNCIL MEETING MINUTES JANUARY 17, 2023 PAGE 7 Page 17 of 224 SPECIAL MEETING MINUTES OF THE EL SEGUNDO CITY COUNCIL THURSDAY, JANUARY 26, 2023 — 4.30 PM TELECONFERENCED MEETING CALL TO ORDER- Mayor Boyles Pimentel at 4.37 PM ROLL CALL Mayor Boyles - Present via teleconferencing Mayor Pro Tern Pimentel - Present via teleconferencing Council Member Pirsztuk - Present via teleconferencing Council Member Giroux - Present via teleconferencing Council Member Baldino - Present via teleconferencing PUBLIC COMMUNICATION — (Related to City Business Only — 5-minute limit per person, 30-minute limit total) None SPECIAL ORDER OF BUSINESS- 1. Discuss Previously Interviewed Diversity, Equity, and Inclusion Committee (DEI) Applicants to fill Vacancy Due to a Resignation Council reviewed and discussed previously interviewed applications/applicants. Council appointed Valerie Green to the Diversity, Equity, and Inclusion Committee (DEI) to a partial term expiring October 31, 2025. Council will announce the appointment at the 6.00 PM February 6, 2023, regular City Council meeting. ADJOURNMENT at 4.51 PM Tracy Weaver, City Clerk EL SEGUNDO CITY COUNCIL SPECIAL MEETING MINUTES MONDAY, NOVEMBER 7, 2022 PAGE 1 Page 18 of 224 GIRT411 City Council Agenda Statement ELSEGUNDO Meeting Date: February 7, 2023 Agenda Heading: Consent Item Number: B.4 TITLE: Warrant Demand Register for December 26, 2022 through January 15, 2023 RECOMMENDATION: Ratify payroll and employee benefit checks; checks released early due to contracts or agreements; emergency disbursements and/or adjustments; and, wire transfers. 2. Approve Warrant Demand Register numbers 13B, 14A, and 1413: warrant numbers 3043826 through 3044124, and 9002768 through 9002794. 3. Alternatively, discuss and take other action related to this item. FISCAL IMPACT: The warrants presented were drawn in payment of demands included within the FY 2022-2023 Adopted Budget. The total of $5,176,044.03 ($1,803,511.98 in check warrants and $3,372,532.05 in wire warrants) are for demands drawn on the FY 2022- 2023 Budget. BACKGROUND: California Government Code Section 37208 provides General Law cities flexibility in how budgeted warrants, demands, and payroll are audited and ratified by their legislative body. Pursuant to Section 37208 of the California Government Code, warrants drawn in payments of demands are certified by the City's Chief Financial Officer and City Manager as conforming to the authorized expenditures set forth in the City Council adopted budget need not be audited by the City Council prior to payment, but may be presented to the City Council at the first meeting after delivery. In government finance, a warrant is a written order to pay that instructs a federal, state, county, or city government treasurer to pay the warrant holder on demand or after a specific date. Such warrants look like checks and clear through the banking system like Page 19 of 224 Warrant Demand Register February 7, 2023 Page 2 of 2 checks. Warrants are issued for payroll to individual employees, accounts payable to vendors, to local governments, and to companies or individual taxpayers receiving a refund. DISCUSSION: The attached Warrants Listing delineates the warrants that have been paid for the period identified above. The Chief Financial Officer certifies that the listed warrants were drawn in payment of demands conforming to the adopted budget and that these demands are being presented to the City Council at its first meeting after the delivery of the warrants. CITY STRATEGIC PLAN COMPLIANCE: Goal 5: Champion Economic Development and Fiscal Sustainability Objective 5B: El Segundo approaches its work in a financially strategic and responsible way. PREPARED BY: Liz Lydic, Management Analyst REVIEWED BY: Joseph Lillio, Chief Financial Officer APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: 1. Register 13b summary 2. Register 14a summary 3. Register 14b summary Page 20 of 224 I moo ` o N o m y$ o N K i F- lK 2 M 2 r a SA m W U p LL V w w g r r 2 uw2a w¢¢ wu1UJ�'�Q 11 ° �MU s i � oHaQ�z LLua 33� n_ ❑ � U I rcr �d uraaod � LL'q`V ❑'�-• 3a z��z z W z om � W�/J W wW a 3 �Nrqq��oaiWMr�Jz�a� J[t U' �� o W szi3�JN�a��z}z} Uz Jow a ��LL(]$c�F�❑'¢SJ? r❑n�K�vi d2��°'a u U�SN� Ni=�w V 3�1-w ❑ORw ❑ p O Z yNj F¢� W r O d J x ff Z J N w2 J rq K UJ' i m�. parr g i �' <� U o JU U� � V d "dufa� u.33tlN w�� 'uSVO �w rn p p - - - - - - .- .- - - - - - - - - - - - - - - - � - - V - -gib m r 409 M a a a w o chi W = V a 0 W x z L, C W j z z 0 a o O2 p p J ❑ w o w fl w u U u W cri � ('tom K 1w7 qZ — t r a �m 6 0 pp mT m d m a Pp,_ E3E=Tc i1Yr,J r� m m 3 g uN .w Ec 2 mih jo v m m de o 8'`�3 ¢ m m �O=Uci o a q 3 m p S 2 4 N p a ff N LL ? yWj ui wo - wm o a r a x u a N N 4— O N O 0) N CITY OF EL SEGUNDO WARRANTS TOTALS BY DEPARTMENT AS OF 1/5/2022 REGISTER # 136 DEPT# NAME TOTAL GENERAL FUND DEPARTMENTAL EXPENDITURES GENERAL GOVERNMENT 1101 City Council 214.28 1201 City Treasurer 1300 City Clerk 1,301.99 2101 City Manager 4,658,16 2102 Communications 79.22 2103 El Segundo Media 2201 City Attorney 2401 Economic Development 481.84 2402 Planning 2,970.00 2405 Human and Health Services 956.00 2500 Administrative Services 18,267.02 2601 Government Buildings 19,723.52 2900 Nondepartmental 25,250.64 6100 Library 11,280.19 85,182.86 PUBLIC SAFETY 3100 Police 129,972,35 3200 Fire 16,574.34 2403 Building Safety 1,326,85 2404 Ping/Bldg Sfty Administration 84.01 147,957.55 PUBLIC WORKS 4101 Engineering 5,496.58 4200 Streets/Park Maintenance 41,833,20 4300 Wastewater 590.59 4601 Equipment Maintenance 835.51 4801 Administration 109 49 48,865,37 COMMUNITY SERVICES 5100,6200 Recreation & Parks 5400 Centennial EXPENDITURES CAPITAL IMPROVEMENT ALL OTHER ACCOUNTS TOTAL WARRANTS 63, 280.91 75.14 63, 356.05 14,650,00 231, 863.01 591,874,84 Page 22 of 224 c- N 00 NLO CD L r 0 LO clq i� f ff) N ? 7 M — oO a7 3 O r U) CD F- �o Z — OM fn Z Q N ct e a3 Co a U U Ix U -� TALL O MO U a M W U fU Q U af O > Li a7 co U) m U3 ii5 U) mZ�l U) U] N 0 :3 N E m C a) C as C O 0 C a) a) Z N ,aD C6 ,N Co U 2 a5 a) 0�(D w a)� •� U w Q) _ � I1 LL LL LLLEI.. U- LLU aa)i LU LU LU w LU ui ui U) U M w v v rn M — CQ � o 0 � M Iti � CO ch r� ai q Ca LO tv o M W CV V Ln Ch N C Ll7 00 Cl r co LL` O W j U LL (n a! U 0 w Z Q U Nc O a ©~ U F2- 2 © W �r L Z LLB =q 0. 0-a 0. R d a_ _ N ,_.a �+ a 6 u- fQ Ctl fU fu O M CD 9 W= U U U U U U U€ LL VJ IM Of J= " N N N CV N N N N N N W F"" " N N N N N N N N N N Z Ca C7 O 0 CJ 0 O� a LD Lo LL CAE N N N Q" N N N Q LD N CC W 'f OD CO co 00 W m 00 N C1f N N CNIrN r eN- " N N N U CL r rn M rn 0) r r e- r• CN N N N N ro h r T CD CD O c CD (3 U) LU O c.i a) O o `� as -c U .n fu 4 ' cu a > CD fY o =� Z c�i 0 }CL UhN- ca ~ U M Z O U w - tp b U V O O -J C wa LL f[i f9 E N N 4- O co N W O7 rN c9 N d N L(j r I n;9 d o n z lgR u! a 3 Q W. a } qg4 y Z� 2 p' U a H � Z ug3 Z Q z Z Fj UZz W 3 Ui � zuullw ryKry papd 4 ZH V W wg V pp w W W ff rah �u�.Uff d 6 wm N "' W y�3 rjww W jj�'Z �Zff K,'R-0 W z aw QqM a�ff za�winF��wow 3 �a0� °mr o o��p�w¢uo-a haw ad�"�rc w��a��rcwc°��w wogao 0 °u i d ri I .04 W m a i��d" mOl N N 4— O d N O 0) N CITY OF EL SEGUNDO WARRANTS TOTALS BY DEPARTMENT AS OF 1/12/2022 REGISTER # 14A DEPT# NAME TOTAL GENERAL FUND DEPARTMENTAL EXPENDITURES GENERAL GOVERNMENT 1101 City Council 626.61 1201 City Treasurer 171,49 1300 City Clerk 1,806.39 2101 City Manager 444.62 2102 Communications 784.00 2103 El Segundo Media 1,159.72 2201 City Attorney 2401 Economic Development 39,194,73 2402 Planning 276.52 2405 Human and Health Services 2500 Administrative Services 106,956.68 2601 Government Buildings 38,605,98 2900 Nondepartmental 6,024.48 6100 Library 16,925,07 212, 976.29 PUBLIC SAFETY 3100 Police 14,903.13 3200 Fire 11,635.18 2403 Building Safety 8.58 2404 Ping/Bldg Sfty Administration 209.50 26,756.39 PUBLIC WORKS 4101 Engineering 6,894.78 4200 Streets/Park Maintenance 27,49521 4300 Wastewater 14,617.33 4601 Equipment Maintenance 8,960.75 4801 Administration 200,00 58,168.07 COMMUNITY SERVICES 5100,5200 Recreation & Parks 11,097.73 5400 Centennial 111.65 11,209.38 EXPENDITURES CAPITAL IMPROVEMENT ALL OTHER ACCOUNTS TOTAL WARRANTS 136,517.25 183, 882.62 629, 510.00 Page 25 of 224 N w 2) co co N -0 G O Y U + O O + O U a CL C � w a w w '0 © U a 0) � a E -o 0 O fl w a cn °' CL 0 c co cn m m c>> c r w 5 E w ca 0 (n N > > Ci Y � m 0 >,a0 rn-C 0_ E m w E -C U w v w ro a M m CL oo Q � E� .� w NfItIV— cUl�Uitu N c0 LO a (D ti co co co Ca 0 L T Cl) M 0 N I7' ( 00 T N N U 0 W E N cUi Q � m` cis c O N w w pH� �v>cncn � Ni`=rn Z LU 0 0 0 0- 2 w w w n x 0cu w w W�-U' � ��uj3t:iwti cn m : -j N p N N N N W Z= N N N N O W"" w N N N N N 0 _ N Q CV N CV CV N N N N N V d C"" (D m 0) Cn r r r �- N N N N r r +r-• r c6 M C+] T �D ti 06 M e! m C4 N LU z� D G}[3 E- v� �z f ' LLI } LL. 0 O _j QO C3 I-^ O Cn (0 c w U O C w U) ut a Z" U w 0 cwi 4 N M W U a� C f0 tp .N U) m c N Q. x w cu C O C O co O C o w LL N z U O W � Z Iz zz- flzflicx �oowg�ozN Ro Ra 0aa"m m aa 6 rc i°z can �WW�n� a ¢4%a% tuil� mNN WZhm 2�WLL¢ QRW J V� j`lJ �{{yNy-- © fl�6pZd (�� D VI O� UZ� �p� `_n S¢FflZ 4Q Z� O� (�� ❑.OZ�¢ W �-47 � W Wl u LL O¢K¢JJ RA � us�bsi WW = h c�u aaaw777fl W 6 J�J ¢u R M�N� iiuu �wd°XF 00 N Q� �r P �-, V� 4e n V N 6 -O SS�BSg-------.r-----."O --- o �v ��u�Saa��S� r> Ch M 6ppPi E N N 4— O r N O a) N DEPT# 1101 1201 1300 2101 2102 2103 2201 2401 2402 2405 2500 2601 2900 6100 3100 3200 2403 2404 4101 4200 4300 4601 4801 CITY OF EL SEGUNDO WARRANTS TOTALS BY DEPARTMENT AS OF 1/19/2022 REGISTER # 14B NAME TOTAL. GENERAL FUND DEPARTMENTAL EXPENDITURES GENERAL_ GOVERNMENT City Council City Treasurer City Clerk 168.00 City Manager Communications 6,208.25 El Segundo Media City Attorney 1,593.08 Economic Development 6,332,25 Planning Human and Health Services 1,040,00 Administrative Services 13,262.70 Government Buildings 28,441.58 Nondepartmental 1,227.94 Library PUBLIC SAFETY Police Fire Building Safety Ping/Bldg Sfty Administration PUBLIC WORKS Engineering Streets/Park Maintenance Wastewater Equipment Maintenance Administration COMMUNITY SERVICES 5100,5200 Recreation & Parks 5400 Centennial EXPENDITURES CAPITAL IMPROVEMENT ALL OTHER ACCOUNTS TOTAL WARRANTS 58,273.80 45, 727.66 25,733.65 71,461.31 2,813.98 23, 851.44 235.98 13,267.37 40,168.77 103,349.06 1,911,00 105, 260.06 306,963.20 582,127.14 Page 28 of 224 1* O r 00 N N O Q U-) Q) c+0 N N cM- U) z Q N U m O N Q af CL LL.1 z s~ N M U W m N U) Z WO U) -0 LLJ ' Q U U Q � o (v O. O U � 1C a U IZ i L d CD CcuL O o o > U a) L uau� cncnu)� n E y w a: E E E E E E c F .O a) .'-' E:c a . 2 a IY of w cLw fY wQ� tC c J-- O F- O F.L F- F- F- 1-- U x . n LL N L U-- U- LL. LL L L U- LL 0 U a) E w m w LU LU LU t,a u.i w w0� co U m w LO m to LO LO t- o � C) U') N 0 a> Cb M Q N M N 10 1` 177 LO (N r W LO N t� (O m (0 O 00 U.) ci c+') J rn M 0 N M It t' LC) m N 0 m C h (D C V O C7 N cc 'tz CD It LO M C] r r- � 11' 00 0 Nr N M f~ C7 rn Cv N V M 0 'tt Lo �- CO 0 cr) C\ r� m 0 T s.. aI W N U U L (S IL co CL m 1L m cL m a. a- m IL 7 mLL � Q � N U Q U M to = = = = = .— = 0 � 1 r C7 e7 N a) F-- Lp IZ 0 4 2 0 2 0 0 0 0 © uJ U 2 M {V LU ram' 0W w ;n F-2 zw a �,rZa a.ca cLa- a- o ff" O maD w 0 ' -5Fa� U U U U o -71 W u- m :3 cn m p L�, z a) LU F`- = M N M N M N M N M N N N N N N N N N N N j-- LL O N O (ti Ca N O N O N CD N O N p N Ca N a N O N w w Lo LO L7 {r!fi} W C3 OO ar e^ D w 'r r- •- �- w .-- s- w �- �'" w r a r `- w s^^ r w N N N N N N N N N a.LO O J a) .ice } C Q ti w Q w' C r r �- r r t'^ t-- �-- •""' T"" N N N N F- - Ua� rn rn o 4 O f F- ate ) U 0 Q N N N N 0 1 W U r� ti N aL C ID m :; ro .N c a) a. x L O .76 C O 0 (D D v- E GIRT411 City Council Agenda Statement ELSEGUNDO Meeting Date: February 7, 2023 Agenda Heading: Consent Item Number: B.5 TITLE: Notice of Completion for FY 21-22 Concrete Improvements Project RECOMMENDATION: 1. Accept FY 21-22 Concrete Improvements Project, Project No. PW 21-10, by FS Contractors, Inc., as complete. 2. Authorize and direct the City Clerk to file a Notice of Completion with the County Recorder's Office. 3. Alternatively, discuss and take other action related to this item. FISCAL IMPACT: The fiscal impact of the project is $291,301.60 from Measure M funding. Amount Budgeted: $300,000 Additional Appropriation: None. Account Number(s): 127-400-0000-8382 (Measure M) BACKGROUND: The Public Works Department administers an annual concrete improvements program to repair defective sidewalks, curbs and gutters throughout the City. The program eliminates potential trip hazards, ensures public safety, and restores proper drainage flows affected by the defective areas. On January 18, 2022, City Council approved awarding a standard Public Works construction contract to FS Contractors, Inc. for $250,981 for the FY2021-22 Annual Concrete Improvements Project, and authorized an additional $49,000 for construction contingencies (the "Project"). DISCUSSION: FS Contractors, Inc. began construction of this Project and performed the necessary Page 30 of 224 Notice of Completion FY 21-22 Concrete Project February 7, 2023 Page 2 of 2 work for the 80 locations throughout the city on March 21, 2022, and completed the work by December 16, 2022 in accordance with the approved plans and specifications and to the City's satisfaction. The Project was completed within budget and unspent funds will be returned to source for future projects. Staff recommends that City Council approve the recommended actions as noted. CITY STRATEGIC PLAN COMPLIANCE: Goal 4: Develop and Maintain Quality Infrastructure and Technology Objective 4A: El Segundo's physical infrastructure supports an inviting and safe community. Floriza Rivera, Principal Civil Engineer REVIEWED BY: Elias Sassoon, Public Works Director APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: 1. Vicinity Map PW 21-10 2. Location Map PW 21-10 3. Notice of Completion PW 21-10 4. Before and After Pictures PW 21-10 Page 31 of 224 cn E a) ^0 l.i E a) a) U Q � CU 0 �U C: C: N N V— O i N fV ,;,, l/ I ?'rrrsy,llialrrn7�nnrrnrrirrr�rrrr rrurrr rrrnrrur�!uV� ,.W,!u �I�I Ali.', �p"�"1�;"u...�,z. P "O� I, J — Irr�(J'Y(2ts��u Yll��yv%Cy%��,,,�irN' ruIorrraIp�rn i° rrr J o �, ftf {lim % r ' ° o a Hu "u� � PhD ' ° II Q) d % It f J r „�,�,,, ) a o ,,, �r,w�w.:Wa"ww��uwrwmu�rwuwxvt✓�o,r�mnr"s:r r r�. c.E h rp ° a o� o 1� rm uRw V r c a Q) ' y,S s,IlCplfj n �G mj :.% P� n' h.IIVrooijul j,�s >dr y� I,`� ""rid �� ,' UJI✓ o h s m nr. .cm�oE rT9 r, Q).oLcy U,r ti`Ocs�s Q) Q 3 ... KGUVu4,111'11all F"Vu11wd �. trl✓� � rm' 'a� p8u K a� �a a�i wsa�y ¢ �scos ARM C-) w r, co 11- f ra l u � S1 h �1 w� ��r� r irr(% ..�MMxMumwxMxMMxM >� 1 M�M�x C IJ ills" a X�,d Cd � r N ILL uu1� �! a �",� ��" VC ^� 06 co AM r udn " M Cl) u,¢ul"99 o Ili j i p 5 ILI,°' C 4fi )"'6 A Cl) °,U llu7illO gyp, 1 " o IR,rn�, °d, Diu �I T ° UJ wa'�wam.mimurvuwvm�mnmm ��um�mwuew,wwwrximi � VI lo* �I I 00 CO o C7 t� U N . O L n cn -&-j ^� W E 0 CL CoCL G � C: p o U U O J CC: N N r N H 0 r r N 3: n Q N T Q CIO0 N ry C 7 N O N m N U C) p u Ira IMF 1AJ AJ Ill " IIII l ' 1 'ri Ill Glld u IRi'J'c PV(,IIvn , 1 Tay III u r 0.V 11 tl Diu I., fR r I�R YI d J r 4 Ilu Il 11 R V/1 p ' V ,pl�R � Ill91 �tM I ° R f'r � II N'',In Y 03 RIB R°O�III�p�uu71 0, uit U I I,, �r l u "V�lfl>IZ, �l RN° rio �w 0 fl " �J"t d �� - 0;✓nI "9 ��"fi rh„U1911,16U 7r'"�� ;` fd:� UPR d Lu u 3 "v , ttl', R Nbal a u d, VS, It It �: R,h m, t II"rt Ir" �, r rllf II,RIvN it Viu uC11 s o m,a Ili kII v D u,� EI 5 i� l '/$ YU pjU,�NlIHIV,� � i��, .;bik IR R�9u I'Li x � II w Iir,liRiIR`Il. PR'III f ��tt r 0.R 4; II rt IIR,lrr 'lobuy a Jf,'I!UU<4swN, IZ rc uqw INS u v rcxr N V;pGn,V�N�U�J��m�MI�.NUN�,x;R"V"P; ,�4 vw. OEM � r n 5; prr n ' q u7,u.0 uN.,l Yl UIIUW. e• . �.R lill o`D u„ ,u a >a co U y > h U U N Q q a � m h o Q Q h O vNj 3w> U U a N 12 Q O = N N " o s o h 0 h=w�U � o a o �cQc m °Q)Q) Q) = � tics=s m 3 W ) o a o m h o Q) Q) U h w v o a W Ohmo.'o : N Cl)ILL 6 0 C co CD CD V O LO O 00 �I al 0 �I 71 Cl) o (I Cij ?� Recording Requested by and When Recorded Mail To: City Clerk, City Hall 350 Main Street El Segundo, CA 90245 NOTICE OF COMPLETION OF CONSTRUCTION PROJECT Project Name: FY 21/22 Concrete Improvements Project Project No. PW 21-10 Contract No. 6255 Notice is hereby given pursuant to State of California Civil Code Section 3093 et seq that: 1. The undersigned is an officer of the owner of the interest stated below in the property hereinafter described. 2. The full name of the owner is: City of El Segundo 3. The full address of the owner is: City Hall, 350 Main Street, El Segundo, CA, 90245 4. The nature of the interest of the owner is: Public Facilities 5. A work of improvement on the property hereinafter described was field reviewed by the City Engineer on December 15, 2022. The work done was: Concrete Improvements Project 6. On February 7, 2023, City Council of the City of El Segundo accepted the work of this contract as being complete and directed the recording of this Notice of Completion in the Office of the County Recorder. 7. The name of the Contractor for such work of improvement was: FS Contractors, Inc. 8. The property on which said work of improvement was completed is in the City of El Segundo, County of Los Angeles, State of California, and is described as follows: • Various locations citywide 9. The street address of said property is: None Dated: Elias Sassoon Public Works Director VERIFICATION I, the undersigned, say: I am the Director of Public Works of the City El Segundo, the declarant of the foregoing Notice of Completion; I have read said Notice of Completion and know the contents thereof; the same is true of my own knowledge. I declare under penalty of perjury the foregoing is true and correct. Executed on , 2023 at El Segundo, California. Elias Sassoon Public Works Director Page 34 of 224 PW 21-10 FY 21/22 Concrete Improvements Project Before and After Pictures Before: 140 and 150 Main Street Before: 231 E. Franklin, unused driveway approach on Eucalyptus side After: After: Page 35 of 224 Before: 645 W. Oak unused driveway approach After: Before: 1003 E. Pine uplifted sidewalk After: Page 36 of 224 Before: 1205 El Segundo Blvd. missing sidewalk Before: 409 Virginia St. uplifted curb. Before: 423 Whiting St. asphalt curb in front of the new tree, non -straight curb After: After: After: Page 37 of 224 GIRT411 City Council Agenda Statement ELSEGUNDO Meeting Date: February 7, 2023 Agenda Heading: Consent Item Number: B.6 TITLE: Pension Obligation 115 Trust Funding Plan Administration and Portfolio Management RECOMMENDATION: 1. Adopt a Resolution authorizing the City Manager to execute agreements to transfer administration and investment management services of the City's Pension Stabilization Trust assets to Shuster Advisory Group, LLC ("Shuster"), transfer Trust assets to Charles Schwab Trust Bank ("Schwab") and name Alta Trust Company ("Alta") as the Directed Trustee. 2. Authorize the trustee and discretionary advisory services to be assigned to Alta Trust Company and Shuster Advisory Group, respectively. 3. Alternatively, discuss and take other action related to this item. FISCAL IMPACT: Included in Adopted FY 22-23 Budget Amount Budgeted: $79,000 Additional Appropriation: N/A Account Number(s): 001-400-2901-4209 (General Fund, non -Departmental, 115 Trust Expense) Savings to the City by reduction in fees of approximately $14,000 in the first year, an estimated $218,000 in savings over 10 years, $709,000 over 20 years, and $1.7 million over 30 years. These results assume there are no fee changes, both programs earn an average 6% gross rate of return, and $4,612,288 of pension stabilization assets as of August 31, 2022. Future contributions by the City will only increase the comparative savings. Page 38 of 224 Pension Obligation 115 Trust Funding Plan Admin February 7, 2023 Page 2 of 3 BACKGROUND: The City Council originally adopted the Shuster Multiple Employer OPEB/Pension 11� Trust on December 6, 2022 (Exhibit A), with Resolution No. 5379. Public Agency Retirement Services ("PARS") requested a change to the effective date of terminating the PARS plan by allowing for additional time. The termination date referenced in Resolution No. 5379 was January 31, 2023. Staff has revised the termination date to April 30, 2023, in the attached revised resolution. If approved by City Council, Resolution No. 5379 is hereby rescinded and the attached resolution shall supersede and replace Resolution No. 5379 in its entirety. This Resolution will take effect immediately upon adoption and will remain effective unless repealed or superseded. DISCUSSION: Finance Committee On February 23, 2022, the Finance Committee and City staff heard a presentation from Shuster on alternative investment options for the OPEB and Pension Trusts. Present were Councilmember Giroux, Councilmember Pirsztuk, Treasurer Robinson, and City staff. Shuster explained the reduction in fees, improved fund lineup, and greater investment flexibility the City could have with exiting the PARS and CalPERS Trusts and transitioning to a more competitive free market competitor in the investment Trust space. The Finance Committee supported the idea of exiting the PARS Trust. Staff recommended implementing the transition as described in the recommendation section, which City Council did on December 6, 2022. However, PARS has communicated to the City that the implementation date of January 31, 2023 that was included in the December 6, 2022, resolution will not be sufficient time for this financial transition and request the City re -adopt the action with a longer lead time. The attached resolution rescinds the original adopted Resolution No. 5379, from December 6, 2022, and provides a greater timeline for the transition of investments to be completed by April 30, 2023. Staff recommends that City Council authorize and direct the City Manager to terminate the contracts and agreements with PARS/U.S. Bank and enter into agreements with Shuster, Charles Schwab Trust Bank, and Alta Trust Company to provide the Section 115 Trust account(s). CITY STRATEGIC PLAN COMPLIANCE: Goal 5: Champion Economic Development and Fiscal Sustainability Objective 513: El Segundo approaches its work in a financially strategic and responsible way. Page 39 of 224 Pension Obligation 115 Trust Funding Plan Admin February 7, 2023 Page 3 of 3 PREPARED BY: Joseph Lillio, Chief Financial Officer REVIEWED BY: Joseph Lillio, Chief Financial Officer APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: 1. Revised Pension Trust Funding Resolution 2. December 6, 2022 City Council Meeting Staff Report Page 40 of 224 RESOLUTION NO. A RESOLUTION APPROVING THE ADOPTION OF THE MULTIPLE EMPLOYER OPEB/PENSION SECTION 115 TRUST AND AUTHORIZING THE RELATED ENGAGEMENT OF SECTION 115 TRUSTEE AND DISCRECTIONARY ADVISORY SERVICES. The City of El Segundo does resolve as follows: SECTION 1. Findings. The City Council finds and declares as follows: A. The City of El Segundo ("City") is eligible to participate in a tax-exempt, multiple employer other post -employment benefits ("OPEB")/trust performing an essential governmental function within the meaning of Section 115 of the Internal Revenue Code ("Section 115"), as amended, and the regulations issued thereunder. B. Shuster Advisory Group, LLC ("Shuster") has made available a Section 115 Trust ("Trust") for the purpose of pre -funding pension obligations. C. Alta Trust Company satisfies Section 115 trustee requirements. D. All qualified assets currently held in the City's Public Agency Retirement Services ("PARS") Public Agencies Post -Employment Benefit Trust are irrevocably dedicated to prefunding the City's pension obligations. E. The City's adoption and operation of the Trust has no effect on any current or former employee's entitlement to post -employment benefits. F. The terms and conditions of post -employment benefit entitlement, if any, are governed by contracts separate from and independent of the Trust. G. The City Council has prudently set aside funds for pre -funding of pension obligations. H. The City's funding of the Trust does not, and is not intended to, create any new vested right to any benefit nor strengthen any existing vested right. I. The City reserves the right to make contributions, if any, to the Trust. J. On December 6, 2022, the City Council adopted Resolution No. 5379 to convert the City's Trust -related services from PARS/US Bank, N.A. ("U.S. Bank") to Shuster, Charles Schwab Trust Bank ("Charles Schwab"), and Alta Trust Company ("Alta"). K. City staff has since learned, however, that PARS and U.S. Bank require additional time to effectuate the transfer of Trust assets, and the City Council seeks to adopt this Resolution to allow additional time to allow for such Page 41 of 224 transfer and conversion in Trust -related services. SECTION 2. Approval, Authorization. A. The City Council adopts Shuster's Trust, effective February 7, 2023, and the text of the Section 115 Trust is on file with the City's Finance Department. B. Subject to this Resolution's terms, the City Council reauthorizes the termination of the City's Trust -related PARS Public Agencies Post - Employment Benefits Trust Program, all services, administration, and investment contracts with PARS and US Bank, NA ("U.S. Bank"), including U.S. Bank's service as trustee for the Trust. C. The City Council reauthorizes the appointment of Alta as successor trustee for the Trust and Charles Schwab as custodian of the Trust's assets, upon the acceptance of the appointments by both Alta and Chrales Schwab. D. The City Council recertifies that the Alta satisfies the requirements of Section 115 and that all assets held by the Trust will qualify as "plan assets" that are irrevocably dedicated to the prefunding of City pension obligations. E. The City Council reauthorizes the liquidation to effectuate the transfer of all Trust assets to Charles Schwab, as soon as administratively practicable. F. Upon the complete transfer of all Trust assets on or prior to April 30, 2023, PARS is removed as Trust administrator and U.S. Bank is removed as Trustee. G. The City Council appoints the City Manager, or designee, as the City's Trust Administrator. H. The City Manager, or designee is hereby authorized to execute the legal and administrative documents on behalf of the City and to take whatever additional actions are necessary to maintain the City's participation in the Trust and to maintain compliance with any relevant regulation issued or as may be issued; therefore, authorizing him/her to take whatever additional actions are required to administer the City's Trust and carry out this Resolution's terms, approvals, and authorizations. Page 42 of 224 SECTION 3. Severability. If any part of this Resolution or its application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Resolution are severable. SECTION 4. Signature Authority. The Mayor, or presiding officer, is hereby authorized to affix his signature to this Resolution signifying its adoption by the City Council of the City of El Segundo, and the City Clerk, or her duly appointed deputy, is directed to attest thereto. SECTION 5. Effective Date. Resolution No. 5379, adopted December 6, 2022, is hereby rescinded and this Resolution will supersede and replace Resolution No. 5379 in its entirety. This Resolution will take effect immediately upon adoption and will remain effective unless repealed or superseded. SECTION 6. City Clerk Direction. The City Clerk will certify to the passage and adoption of this Resolution, enter it in the City's book of original Resolutions, and make a record of this action in the meeting's minutes. PASSED AND ADOPTED this 7t" day of February 2023. Drew Boyles, Mayor ATTEST: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO ) I, Tracy Weaver, City Clerk of the City of El Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Resolution No. was duly passed and adopted by said City Council, approved and signed by the Mayor, and attested to by the City Clerk, all at a regular meeting of said Council held on the 7t" day of February, 2023, and the same was so passed and adopted by the following vote: AYES: NOES: Page 43 of 224 ABSENT- ABSTAIN - Tracy Weaver, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, CITY ATTORNEY Joaquin Vazquez, Assistant City Attorney Page 44 of 224 GIRT411 City Council Agenda Statement ELSEGUNDO Meeting Date: December 6, 2022 Agenda Heading: Consent Item Number: B.8 TITLE: Pension Obligation 115 Trust Funding Plan Administration and Portfolio Management RECOMMENDATION: 1. Adopt a Resolution authorizing the City Manager to execute agreements to transfer administration and investment management services of the City's Pension Stabilization Trust assets to Shuster Advisory Group, LLC ("Shuster"), transfer Trust assets to Charles Schwab Trust Bank ("Schwab") and name Alta Trust Company ("Alta") as the Directed Trustee. 2. Authorize the trustee and discretionary advisory services to be assigned to Alta Trust Company and Shuster Advisory Group, respectively. 3. Alternatively, discuss and take other action related to this item. FISCAL IMPACT: Included in Adopted FY 2022/23 Budget Amount Budgeted: $79,000 Additional Appropriation: N/A Account Number(s): 001-400-2901-4209 (General Fund, non -Departmental, 115 Trust Expense) Savings to the City by reduction in fees of approximately $14,000 in the first year, an estimated $218,000 in savings over 10-years, $709,000 over 20-years, and $1.7 million over 30-years. These results assume there are no fee changes, both programs earn an average 6% gross rate of return, and $4,612,288 of pension stabilization assets as of August 31, 2022. Future contributions by the city will only increase the comparative savings. BACKGROUND: Section 115 Trusts Page 45 of 224 Pension Obligation 115 Trust Funding Plan Admin December 6, 2022 Page 2 of 5 Assets in a 115 Trust are irrevocably committed for the government function specific in the applicable trust agreement. Additionally, monies held in such trusts can be invested in accordance with the rules governing those trusts, which are different than the investment rules for the City's pooled investments. Investment restrictions that apply to the general fund of a City (CA Government Code 53601) do not apply to the assets held in an Irrevocable Section 115 Trust, thus allowing for more flexibility in the investment strategy. Setting aside funds in a Section 115 Trust can potentially earn a higher rate of return than funds invested within 53601 guidelines. In November 2017, the City approved opening a section 115 trust ("Pension Trust") with Public Agency Retirement Services ("PARS") to help fund the City's long-term pension liabilities with CalPERS. This was part of City Council's multi -faceted approach, which came out of the Council's Pension ad -hoc Committee, to strategically address rising pension costs. The City initially funded the Pension Trust with $1 million in April 2018. The City funded an additional $3,015,000 in contributions over the course of fiscal years 2018-19 through 2019-20, for total contributions of $4,015,000. The balance in the Pension Trust as of August 31, 2022, was $4,612,228. In 2019, the City engaged Shuster as the retirement plan consultant and investment fiduciary for our 457(b) and 401(a) plans. Shuster issued a Request for Information (RFI) to our incumbent record -keepers and completed a comprehensive review of our plans, identifying that the fees for record -keeping and administration were high and not transparent, and the quality of the investment menu needed improvement. Based on the information obtained through the RFI, Shuster subsequently conducted a Request for Proposal (RFP) for administration and recordkeeping services for the Plans. The results of the RFP proved that by consolidating to a single recordkeeper, our administration and record -keeping fees could significantly be reduced, and the city could implement an open architecture investment menu and fee transparent platform benefiting participants. The city decided to consolidate assets with a single recordkeeper at a 93% negotiated reduction in record keeping costs. Also, Shuster negotiated a higher crediting rate for the safety of principal investment option, implemented an improved investment menu for plan participants and implemented a comprehensive fiduciary oversight process. Since the transition in January of 2020, employee participants in the Plan as a whole have saved approximately $836,000 from the reduction in recordkeeping fees alone. This enhancement does not consider any financial gains from improved investments. At the time of conversion, the positive impact to participants due to the combination of the fee reduction and increased interest rate was estimated to be approximately $242,000 over a one-year period, so the actual savings, (—$1 M) have exceeded the original estimate. The projected fee savings due to the reduction is estimated to be $6.1 million over 10- years, $13.2 million over 20-years, and $26.0 million over 30-years. Similar to that effort, staff has been evaluating a change regarding its current administration of our 115 Trust account for Pension Stabilization funds away from PARS/U.S. Bank. In short, the change is expected to result in a reduction in fees of approximately $218,000 over 10-Years, $709,000 over 20-Years, and $1.7 million over Page 46 of 224 Pension Obligation 115 Trust Funding Plan Admin December 6, 2022 Page 3 of 5 30-Years, assuming both programs earned an average 6% gross rate of return, a beginning value of $4.6 million, and no change in fee structures. The costs associated with the PARS/U.S. Bank Pension Rate Stabilization Program are significantly higher than the solutions offered by Shuster Advisory Group, LLC, which provides an 50% reduction from the current PARS/U.S. Bank program. Additionally, Shuster Advisory Group will provide ten investment strategies that combine both active and passive (index) investment solutions to take advantage of the optimum mix of investments from both an investment return and cost perspective. The City of El Segundo (City) has two Trust Accounts for the purpose of funding certain retiree obligations. The funds for retiree medical liability (other post -employment benefits {OPEB}) are currently administered by California Public Employees' Retirement System (CaIPERS) and assets are held by State Street Bank (State Street). The funds for future Pension Liability (Pension) are currently administrated by Public Agency Retirement Services (PARS), assets are held by U.S. Bank National Association (U.S. Bank) and managed by HighMark Capital Management, Inc. a subsidiary of U.S Bank. In total the city has $28,758,290 as of June 30, 2022, with CaIPERS and $4,612,228 as of August 31, 2022, with PARS/U.S. Bank ($33,370,518 in total). After a review of the current fee structure and investment portfolios, it was determined that significant savings (a 50% reduction from the current PARS/U.S. Bank fees) in addition to improved investment flexibility, customization, transparency, and service could be achieved by transferring the Pension Stabilization Trust administration and portfolio management from PARS to a different provider. The provider recommended, Shuster Advisory Group, LLC, is the same firm that took over fiduciary responsibilities of the employees' 457(b) deferred compensation account in January of 2020 as well as the 401(a) plan. Through that change, employees, participants, and retirees have realized significant savings on the fees of those accounts. The OPEB Trust is recommended to remain with CaIPERS for now due to the low investment fee of 0.10%. The OPEB Trust will be evaluated on an annual basis by staff and if the analysis supports moving the OPEB Trust into an alternative investment vehicle, this recommendation will be brought back to City Council. DISCUSSION: Finance Committee On February 23, 2022, the Finance Committee and City staff heard a presentation from Shuster Advisory Group on alternative investment options for the OPEB and Pension Trusts. Present were Councilmember Giroux, Councilmember Pirsztuk, Treasurer Robinson, and City staff. Shuster explained the reduction in fees, improved fund lineup, and greater investment flexibility the City could have with exiting the PARS and CaIPERS Trusts and transitioning to a more competitive free market competitor in the investment Trust space. The Finance Committee supported the idea of exiting the PARS Trust. Staff is now recommending implementing the transition as described in the Page 47 of 224 Pension Obligation 115 Trust Funding Plan Admin December 6, 2022 Page 4 of 5 recommendation section. Public Agency Retirement Services (PARS) and U.S. Bank The PARS/U.S. Bank option for OPEB and Pension Stabilization is the Public Agencies Post -Employment Benefits Trust, a multiple employer trust arrangement which cities adopt the Trust to hold assets. It is important to note that although PARS provides services to public agencies, PARS is not a public agency or public retirement system. PARS provides trust administration for the PARS Post -Retirement Healthcare Plan and the PARS Pension Rate Stabilization Program, both held in the same Public Agencies Post -Employment Benefits Trust. The advisor to the PARS investment portfolios is U.S. Bank and HighMark Capital Management serves as the sub -advisor to U.S. Bank, managing the portfolios. U.S. Bank also serves as Trustee for the multiple employer trust. The fees for PARS administrative services and U.S. Bank trust and investment advisory services are separate fees, both a tiered structure based on assets. The PARS/U.S. Bank program generally provides five HighMark active investment strategies and another five portfolios of the same strategies, but as passive (index) strategies. PARS/U.S. Bank also offers the opportunity for custom investment portfolios for potentially an additional cost. Shuster Advisory Group, LLC Shuster Advisory Group, LLC (Shuster) is an independent investment advisory firm and fiduciary. They provide governmental and institutional retirement plan consulting services as well as private wealth management. Shuster is a SEC -Registered Investment Advisor with over $5 billion in assets under management focusing on serving the unique needs of governmental agencies and special districts serving over 60 cities, agencies and public entities. Shuster serves as fiduciary to plan investments and provides investment selection, monitoring and management. Shuster serves currently as the fiduciary investment advisor and plan consultant for our 457(b) Deferred Compensation Plan and 401(a) Defined Contribution Plan. Shuster entered the public retirement plan sector after analyzing the sector and realizing that cities and agencies were being underserved and over -charged for their retirement plans, directly impacting the supplemental retirement savings of city employees. Hiring Shuster Advisory Group for these services resulted in a 50% reduction in total plan costs for the 457(b) and 401(a) plans in addition to a significant improvement in the quality of the investments available in the retirement plan. In addition to the positive financial impact to the 457(b) and 401(a) plans and negotiation skills, Shuster Advisory Group continues to execute a service model that far exceeds the services the City is currently receiving from PARS/U.S. Bank and CalPERS. The services provided by Shuster Advisory Group are unique with a low-cost transparent structure, high -end service, fiduciary services and investment management. Shuster Advisory Group has Page 48 of 224 Pension Obligation 115 Trust Funding Plan Admin December 6, 2022 Page 5 of 5 proven to be responsive, analytical, and a true partner to the city. Shuster Advisory Group has conducted the same analysis of the Section 115 Trust programs available to cities and agencies and again determined that the cities were being over -charged and underserved, which has a direct result on the taxpayer -funded savings that a city is putting aside for their future obligations. Shuster also found that the programs available lacked investment flexibility, customization, transparency, and high- level customer service. As a result, Shuster created and offers a Section 115 Trust program that provides cities with the services they are lacking at a fraction of the cost currently being paid. With Shuster's ongoing oversight and exceptional service model, Staff expects similar results with the 115 Trust as experienced with the 457(b) and 401(a) plans. Staff recommends that City Council authorize and direct the City Manager to terminate the contracts and agreements with PARS/U.S. Bank and enter into the attached agreements with Shuster Advisory Group LLC, Charles Schwab Trust Bank, and Alta Trust Company to provide the 115 Trust account(s). CITY STRATEGIC PLAN COMPLIANCE: Goal 5: Champion Economic Development and Fiscal Sustainability Objective 5B: El Segundo approaches its work in a financially strategic and responsible way. PREPARED BY: Joseph Lillio, Chief Financial Officer REVIEWED BY: Joseph Lillio, Chief Financial Officer APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: Pension Trust Funding Resolution Page 49 of 224 RESOLUTION NO. A RESOLUTION APPROVING THE ADOPTION OF THE MULTIPLE EMPLOYER OPEB/PENSION 115 TRUST. The City of El Segundo does resolve as follows: SECTION 1. Findings. The City Council finds and declares as follows: A. Shuster Advisory Group, LLC ("Shuster") has made available Pension 115 Trust ("Trust") for the purpose of pre -funding pension obligations. B. The City of El Segundo ("City") is eligible to participate in a tax-exempt trust performing an essential governmental function within the meaning of Section 115 of the Internal Revenue Code, as amended, and the Regulations issued there under, and is a tax-exempt trust under the state's relevant statutory provisions. C. Alta Trust Company satisfies the Trustee requirements under IRS section 115. D. All qualified assets currently held in the City's Public Agency Retirement Services ("PARS") Public Agencies Post -Employment Benefit Trust are irrevocably dedicated to prefunding the City's Pension obligations. E. The City's adoption and operation of the Trust has no effect on any current or former employee's entitlement to post -employment benefits. F. The terms and conditions of post -employment benefit entitlement, if any, are governed by contracts separate from and independent of the Trust. G. The City Council has prudently set aside funds for pre -funding of pension obligations. H. The City's funding of the Trust does not, and is not intended to, create any new vested right to any benefit nor strengthen any existing vested right. I. The City reserves the right to make contributions, if any, to the Trust. SECTION 2. Approval, Authorization. A. The City Council adopts the Shuster Multiple Employer OPEB/Pension 115 Trust, effective December 6, 2022. Page 50 of 224 B. The City Council authorizes the termination of the City of El Segundo PARS Public Agencies Post -Employment Benefits Trust Program, all services, administration, and investment contracts with PARS and US Bank, N.A ("U.S. Bank"), including the services of U.S. Bank as Trustee. C. The City Council authorizes the appointment of Alta Trust Company as successor Trustee and Charles Schwab Trust Bank as custodian of the assets. The transfer of assets is contingent upon the acceptance of the successor Trustee and custodian. D. The City Council certifies that the successor trust satisfies the requirements of Section 115 of the Internal Revenue Code and that all assets held by that trust shall qualify as "plan assets" that are irrevocably dedicated to the prefunding of Pension obligations. E. The City Council authorizes the liquidation to effectuate the transfer of all assets to Charles Schwab Trust Bank, as soon as administratively practicable F. Upon the complete transfer of all assets on or around January 31, 2023, or earlier, PARS is removed as trust administrator and U.S. Bank is removed as Trustee. G. The City Council appoints the City Manager, or his/her successor or his/her designee as the City's Administrator for the Trust. H. The City's Administrator is hereby authorized to execute the legal and administrative documents on behalf of the City and to take whatever additional actions are necessary to maintain the City's participation in the Trust and to maintain compliance with any relevant regulation issued or as may be issued; therefore, authorizing him/her to take whatever additional actions are required to administer the City's Trust. SECTION 3. Severability. If any part of this Resolution or its application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Resolution are severable. SECTION 4. Electronic Signatures. This Resolution may be executed with electronic signatures in accordance with Government Code §16.5. Such electronic signatures will be treated in all respects as having the same effect as an original signature. Page 51 of 224 SECTION 5. Signature Authority. The Mayor, or presiding officer, is hereby authorized to affix his signature to this Resolution signifying its adoption by the City Council of the City of El Segundo, and the City Clerk, or her duly appointed deputy, is directed to attest thereto. SECTION 6. Effective Date. This Resolution will take effect immediately upon adoption and will remain effective unless repealed or superseded. SECTION 7. City Clerk Direction. The City Clerk will certify to the passage and adoption of this Resolution, enter it in the City's book of original Resolutions, and make a record of this action in the meeting's minutes. PASSED AND ADOPTED this 6t" day of December 2022. Drew Boyles, Mayor ATTEST: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO ) I, Tracy Weaver, City Clerk of the City of El Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Resolution No. was duly passed and adopted by said City Council, approved and signed by the Mayor, and attested to by the City Clerk, all at a regular meeting of said Council held on the 6t" day of December, 2022, and the same was so passed and adopted by the following vote: AYES: NOES: ABSENT: ABSTAIN: Page 52 of 224 Tracy Weaver, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, CITY ATTORNEY Joaquin Vazquez, Assistant City Attorney Page 53 of 224 GIRT411 City Council Agenda Statement ELSEGUNDO Meeting Date: February 7, 2023 Agenda Heading: Consent Item Number: B.7 TITLE: Alondra Park Multi -Benefit Stormwater Capture Project Partnership Agreement RECOMMENDATION: 1. Authorize the City Manager to execute a partnership agreement with the County of Los Angeles, City of El Segundo, City of Hawthorne, City of Lawndale, City of Manhattan Beach, and City of Redondo Beach for Alondra Park Multi -Benefit Stormwater Capture Project. 2. Alternatively, discuss and take other action related to this item. FISCAL IMPACT: Fiscal impacts are only related to ongoing maintenance and operations costs, which are estimated to be $50,000 per year once construction is complete. Funds from Measure W (safe clean water local return fund) will be used to cover future maintenance related costs. All parties will enter into a separate operations and maintenance agreement at a future date. There will be no fiscal impact related to construction costs. BACKGROUND: In response to the National Pollutant Discharge Elimination System (NPDES) Municipal Separate Storm Sewer System (MS4) Permit, Order No. R4-2021-0105, the Dominguez Channel Watershed Management Group (DC WMG) was formed to implement the MS4 Permit requirements on a watershed scale. The DC WMG is comprised of the County of Los Angeles (County), Los Angeles County Flood Control District (LACFCD), and the cities of Carson, El Segundo, Hawthorne, Inglewood, Lawndale, Lomita, and Los Angles (including the Port of Los Angeles). The DC WMG, through a cooperative and collaborative process, subsequently developed an Enhanced Watershed Management Program (EWMP), known as the revised Watershed Management Program (WMP) based on Best Management Practices for implementation to address the water quality objectives for the region. Page 54 of 224 Alondra Park Multi -Benefit Stormwater Capture Project Partnership Agreement February 7, 2023 Page 2 of 3 The Alondra Park Multi -Benefit Stormwater Capture Project, which was ranked as one of the top projects in the Dominguez Channel Watershed, is owned by the County of Los Angeles, and is located just outside the City of Lawndale. Municipalities in the DC WMG that are tributary to this location include the County of Los Angeles and the cities of El Segundo, Hawthorne, and Lawndale. The cities of Manhattan Beach and Redondo Beach are not part of the DC WMG, but are in the nearby Beach Cities Watershed Management Area Group, and are tributary to the Alondra Park project. These two cities are the participating parties in the project and are a part of the partnership agreement. The project will be constructed to capture and treat 40 acre-feet of stormwater runoff volume by installing stormwater diversion structures, stormwater pretreatment systems, an underground storage treatment system, and connection to the sanitary sewer line for overflow. The project will also consist of above -ground improvements and recreational elements such as planting drought -tolerant landscaping, restoring baseball, soccer and multi -purpose fields, and installment of interpretive signage. The estimated total cost of the project is $60,322,000. The County and partnership agencies applied for and received funding from Safe Clean Water Regional Funding ($30,000,000) and Proposition 1 ($2,101,061) evenly divided between partnership agencies for return of runoff volume credit. Caltrans also contributed $15,000,000 and will obtain a share of runoff volume credit. It should be noted that the City will also receive a credit for this project equivalent to a $6,650,000 project, if the City were to construct a stormwater capture project on its own. The remaining needed funds for the construction of this project are provided from other municipalities, as noted in the attached agreement. DISCUSSION: The City of El Segundo earmarked $1 M of the Measure W funds for the construction of this project initially. However, since this project is currently fully funded for construction, there is no need to utilize the Measure W funds for the construction of this project, and the $1 M Measure W funds will be reallocated towards other storm water quality projects. After the project is constructed, the City of El Segundo will be entering into a long-term maintenance agreement with partnering agencies regarding the operations and maintenance for this project, which is estimated to be $50,000 per year for the useful life of the facility. The Safe Clean Water local return funds (Measure W) can be used for ongoing maintenance and operations. Staff recommends authorizing the City Manager to execute this partnership agreement between the County of Los Angeles, City of El Segundo, City of Hawthorne, City of Lawndale, City of Manhattan Beach, and City of Redondo Beach for Alondra Park Multi - Benefit Stormwater Capture Project. Page 55 of 224 Alondra Park Multi -Benefit Stormwater Capture Project Partnership Agreement February 7, 2023 Page 3 of 3 CITY STRATEGIC PLAN COMPLIANCE: Goal 4: Develop and Maintain Quality Infrastructure and Technology Objective 4A: El Segundo's physical infrastructure supports an inviting and safe community. Objective 413: El Segundo's technology supports effective, efficient, and proactive operations. Goal 5: Champion Economic Development and Fiscal Sustainability Objective 5A: El Segundo promotes economic growth and vitality for business and the community. Objective 513: El Segundo approaches its work in a financially strategic and responsible way. PREPARED BY: Cheryl Ebert, Senior Civil Engineer REVIEWED BY: Elias Sassoon, Public Works Director APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: 1. Alondra Park Partnership Agreement Page 56 of 224 PARTNERSHIP AGREEMENT BETWEEN THE COUNTY OF LOS ANGELES, CITY OF EL SEGUNDO, CITY OF HAWTHORNE, CITY OF LAWNDALE, CITY OF MANHATTAN BEACH, AND CITY OF REDONDO BEACH FOR ALONDRA PARK MULTI -BENEFIT STORMWATER CAPTURE PROJECT This PARTNERSHIP AGREEMENT (AGREEMENT) is made and entered into as of the date of the last signature set forth below by and among the County of Los Angeles (COUNTY), a political subdivision of the State of California, City of El Segundo (EL SEGUNDO), City of Hawthorne (HAWTHORNE), City of Lawndale (LAWNDALE), City of Manhattan Beach (MANHANTTAN BEACH), and City of Redondo Beach (REDONDO BEACH), all municipal corporations in the County of Los Angeles (CITIES). Collectively, these entities shall be known herein as PARTIES or individually as PARTY. WITNESSETH WHEREAS, effective December 28, 2012, the Los Angeles Regional Water Quality Control Board (REGIONAL BOARD) issued National Pollutant Discharge Elimination System Municipal Separate Storm Sewer System Permit Order No. R4- 2012-0175 (MS4 Permit or Permit); and WHEREAS, the MS4 Permit requires the COUNTY, the Los Angeles County Flood Control District, and 84 of the 88 cities (excluding Avalon, Long Beach, Palmdale, and Lancaster) within Los Angeles County to comply with the requirements of the MS4 Permit; and WHEREAS, the MS4 Permit identified the PARTIES as MS4 permittees responsible for compliance with requirements pertaining to the Dominguez Channel Watershed Management Area; and WHEREAS, the PARTIES who are members of the Dominguez Channel Watershed Management Area Group (DCWMG) have jointly prepared an Enhanced Watershed Management Program (EWMP) plan as required by the MS4 Permit; and WHEREAS, the DCWMG EWMP plan identified a suite of institutional and structural control measures, including multi -benefit regional projects to address the PARTIES' compliance; and WHEREAS, the PARTIES propose to improve the water quality of stormwater and urban runoff form their respective land areas; and Page 1 of 19 Page 57 of 224 WHEREAS, the COUNTY proposes to design, construct, operate and maintain the Alondra Park Multi -Benefit Stormwater Capture Project (hereinafter referred to as PROJECT), WHEREAS, the PROJECT is in the Dominguez Channel Watershed, and is identified in the DCWMG EWMP plan; and WHEREAS, effective September 11, 2021, the REGIONAL BOARD issued National Pollutant Discharge Elimination System Municipal Separate Storm Sewer System Permit Order No. R4-2021-0105 (Current MS4 Permit or Permit); and WHEREAS, the DCWMG prepared and submitted a revised WMP to the REGIONAL BOARD; and WHEREAS, the PROJECT is identified in the DCWMG revised WMP plan; and WHEREAS, the PROJECT is anticipated to include below ground elements such as stormwater diversion structures, stormwater pretreatment systems, underground storage system, stormwater treatment system, and connection to sanitary sewer line (hereinafter referred to as WATER QUALITY IMPROVEMENTS), and above ground improvements and recreational elements such as drought tolerant landscaping, restored baseball fields, soccer field, multi -purpose field, and interpretive signage; WHEREAS, the PROJECT will be designed to provide treatment of 40 acre-feet of runoff volume through constructed WATER QUALITY IMPROVEMENTS; and WHEREAS, of the 40 acre-feet (AF) of runoff volume captured by the PROJECT, the County will be credited 2.00 AF for PROJECT management and administration, which is five (5) percent of the runoff volume captured by the PROJECT; and WHEREAS, 8.31 AF will be credited to the California Department of Transportation (CALTRANS) through a separate agreement with the County for their contribution of $15,000,000 to the PROJECT; and WHEREAS, the remaining volume capture will be credited to the PARTIES as shown in Tables 1-3 of Exhibit A, and WHEREAS, the estimated cost of the PROJECT is sixty million three hundred twenty-two thousand dollars ($60,322,000); and Page 2 of 19 Page 58 of 224 WHEREAS, the COUNTY has received a total of thirty-two million one hundred one thousand sixty-one dollars ($32,101,061) of grant funding towards funding the PROJECT through two grants. Thirty million dollars ($30,000,000) of the grant funding is from the Safe Clean Water (SCW) Infrastructure Program and two million one hundred one thousand sixty-one dollars ($2,101,061) from Proposition 1 Stormwater Grant (PROP 1), referred to collectively as GRANTS; and WHEREAS, each PARTY will be credited through the $30,000,000 from the SCW Infrastructure Program as shown on Table 2 of Exhibit A based on tributary area; EL SEGUNDO will be credited 4.36 AF; HAWTHORNE will be credited 3.23 AF; LAWNDALE will be credited 4.74 AF; MANHATTAN BEACH will be credited 1.47 AF; REDONDO BEACH will be credited 4.41 AF; COUNTY will be credited 1.44 AF; and WHEREAS, the COUNTY, REDONDO BEACH, and HAWTHORNE, will be credited additional runoff volume based on additional fund contributions as shown on Table 3 of Exhibit A; and WHEREAS, REDONDO BEACH agrees to fund an amount of five hundred thousand dollars ($500,000) of the PROJECT costs and will be credited an additional 0.38 AF, bringing REDONDO BEACH's total credit to 4.79 AF; and WHEREAS, HAWTHORNE agrees to fund an amount of one million ($1,000,000) of the PROJECT costs and will be credited an additional 0.76 AF, bringing HAWTHORNE's total credit to 3.99 AF; and WHEREAS, COUNTY agrees to fund the remaining amount of the PROJECT costs estimated at eleven million seven hundred twenty thousand nine hundred thirty nine dollars ($11,720,939) and will be credited an additional 8.90 AF, bringing COUNTY's total credit to 12.34 AF; and WHEREAS, PARTIES agree to amend Exhibit A if PROJECT costs change to adjust runoff volume capture credits for each PARTY; and WHEREAS, PARTIES agree to enter into a separate agreement for Operations and Maintenance (O&M) for the PROJECT's useful life to maintain each PARTY's runoff volume capture credit shown in Exhibit A; and WHEREAS, for the purpose of this Agreement, the "useful life" of any constructed portions of the PROJECT begins upon completion of construction and continues until 50 years thereafter; and Page 3 of 19 Page 59 of 224 WHEREAS, PARTIES desire to enter into this AGREEMENT to establish each PARTY's responsibilities and financial obligations for the PROJECT; and WHEREAS, the PROJECT is in the joint interest of PARTIES and will improve water quality and quality of life for residents and provide opportunities for water conservation; and NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, PARTIES hereby agree as follows: 1. COUNTY AGREES: a. To prepare plans, specifications, and a cost estimate for the PROJECT. b. To utilize the combined thirty-two million one hundred one thousand sixty- one dollar ($32,101,061) in grant funding from GRANTS towards the construction of the PROJECT and to ensure all grant requirements are met. c. To prepare, as lead agency, and obtain approval of any necessary environmental documents as required under the California Environmental Quality Act (CEQA) for the PROJECT. d. To obtain and comply with all applicable regulatory permits, approvals, and requirements for the PROJECT, including obtaining adequate right-of- way for the useful life of the PROJECT for any work to be carried out on property not owned by any of the PARTIES. e. To require each consultant or contractor retained to implement the PROJECT to obtain liability coverage PARTIES and their respective officers, agents, employees, and volunteers as additional insureds on such policy. f. To advertise the PROJECT for construction bids; to award and administer the construction contract; to modify approved plans and specifications for the PROJECT necessitated by unforeseen field conditions encountered during construction as necessary to ensure the PROJECT is constructed as intended; and to cause the PROJECT to be constructed in accordance with the approved plans and specifications. Page 4 of 19 Page 60 of 224 g. To prepare an O&M manual, a document that describes in detail the operation and maintenance requirements for all WATER QUALITY IMPROVEMENTS based on the final PROJECT design, including, but not limited to, inspections, clean out of pretreatment devices and underground storage systems, and repairs. h. Upon award of a construction contract by COUNTY for PROJECT, to notify PARTIES of any request for a change order related to the construction of the PROJECT that exceeds ten percent (10%) of the total contract amount within ten (10) business days of receipt of the request, and to further notify PARTIES of COUNTY's approval thereof, or if it does not so approve, the reasons therefor, within ten business days of receipt of the request. Any change order that will results in the total cost of the PROJECT to exceed $74,500,000 will require approval of all PARTIES prior to COUNTY's approval of the change order. i. To invoice REDONDO BEACH and HAWTHORNE based on the payment schedule shown in Exhibit B. The total invoiced amounts shall not exceed $500,000 and $1,000,000 for REDONDO BEACH and HAWTHORNE, respectively. In the event the PROJECT costs increase after execution of this AGREEMENT, an amendment shall be required to provide for the increased cost and redistribution of the 40 acre-feet (AF) of runoff volume credit. j. Upon completion of the PROJECT, to assume ownership, operation, and maintenance responsibilities for WATER QUALITY IMPROVEMENTS and Page 5 of 19 above ground improvements. k. Upon completion of construction of PROJECT, to provide as -built plans to CITIES. I. Upon completion of the PROJECT, to operate and maintain WATER QUALITY IMPROVEMENTS pursuant to the O&M MANUAL. m. Upon completion of the PROJECT, to provide CITIES with contact information for person(s) responsible for the operation and maintenance activities set forth in this MOU. n. Upon completion of the PROJECT, to maintain and comply with all applicable regulatory permits and requirements associated with operation Page 61 of 224 and maintenance of the PROJECT. COUNTY will maintain and operate the PROJECT throughout its useful life. o. During construction and throughout the useful life of the PROJECT, COUNTY shall provide and maintain insurance against fire, vandalism and other loss, damage or destruction of the PROJECT. p. COUNTY shall not abandon, discontinue use of, lease or dispose of the PROJECT or fail to maintain any significant part or portion of the PROJECT thereof during its useful life. 2. REDONDO BEACH AGREES: a. To provide COUNTY with a not -to -exceed amount of $500,000 to finance the capital costs of the PROJECT per Exhibit B invoice schedule. In the event the PROJECT costs increase after execution of this AGREEMENT, an amendment shall be required to provide for the increased cost and redistribution of the 40 acre-feet (AF) of runoff volume credit. b. At REDONDO BEACH'S discretion, to provide any necessary approvals, entitlements, and permits to provide adequate rights -of -way for the useful life of the PROJECT if the project is in CITIES' jurisdiction. c. To approve or disapprove of any change order to the construction of the PROJECT requested by COUNTY within twenty-one (21) working days of receipt of written request from COUNTY. Approval shall not be unreasonably withheld. In the event of a disagreement, the issue shall be mutually referred to sequentially higher administrative levels within the PARTIES until the issue is resolved. If the PARTIES are still unable to resolve their disagreement, COUNTY reserve all rights and remedies at law and in equity. d. To pay COUNTY within sixty (60) days of receipt of invoice. e. To provide COUNTY any comments to COUNTY's proposed O&M MANUAL within twenty-one (21) business days of receipt. Page 6 of 19 Page 62 of 224 3. HAWTHORNE AGREES: a. To provide COUNTY with a not -to -exceed amount of $1,000,000 to finance the capital costs of the PROJECT per Exhibit B invoice schedule. In the event the PROJECT costs increase after execution of this AGREEMENT, an amendment shall be required to provide for the increased cost and redistribution of the 40 acre-feet (AF) of runoff volume credit. b. To provide any necessary approvals, entitlements, and permits to provide adequate rights -of -way for the useful life of the PROJECT if the project is in CITIES' jurisdiction. c. To approve or disapprove of any change order to the construction of the PROJECT requested by COUNTY within twenty-one (21) working days of receipt of written request from COUNTY. Approval shall not be unreasonably withheld. In the event of a disagreement, the issue shall be mutually referred to sequentially higher administrative levels within the PARTIES until the issue is resolved. If the PARTIES are still unable to resolve their disagreement, COUNTY reserve all rights and remedies at law and in equity. d. To pay COUNTY within sixty (60) days of receipt of invoice. e. To provide COUNTY any comments to COUNTY's proposed O&M MANUAL within twenty-one (21) business days of receipt. 4. EL SEGUNDO, LAWNDALE, AND MANHATTAN BEACH AGREE: a. To, in good faith, consider approval and provision of any necessary approvals, entitlements, and permits to provide adequate rights -of -way for the useful life of the PROJECT if the project is in CITIES' jurisdiction. Page 7 of 19 b. To approve or disapprove of any change order to the construction of the PROJECT requested by COUNTY within twenty-one (21) working days of receipt of written request from COUNTY. Approval shall not be unreasonably withheld. In the event of a disagreement, the issue shall be mutually referred to sequentially higher administrative levels within the PARTIES until the issue is resolved. If the PARTIES are still unable to Page 63 of 224 resolve their disagreement, COUNTY reserve all rights and remedies at law and in equity. c. To provide COUNTY any comments to COUNTY's proposed O&M MANUAL within twenty-one (21) business days of receipt. 5. IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS: a. This AGREEMENT shall become effective on the last date of execution by a PARTY and shall remain in effect until CITIES have paid all outstanding invoices for costs associated with the PROJECT capital. b. All PARTIES shall have suitable access to the PROJECT sites at all reasonable times during PROJECT implementation and thereafter for the useful life of the PROJECT. c. If PROJECT costs increase and there are insufficient funds an amendment shall be required to provide for the increased cost and redistribution of the 40 acre-feet (AF) of runoff volume credit. d. PARTIES shall have no financial obligation to any other PARTY under this AGREEMENT except as herein expressly provided. e. PARTIES may elect to partner in the pursuit of grant funding opportunities for the PROJECT. f. To maintain each PARTY's 24-hour runoff volume capture capacity credit, all PARTIES agree to enter into a separate agreement for O&M for the PROJECT that shall remain in effect until CITIES have paid all outstanding invoices for costs associated with PROJECT O&M for the useful life. g. Each PARTY shall indemnify, defend, and hold harmless each other PARTY, including its special districts, elected and appointed, officers, employees, agents, attorneys, and designated volunteers from and against any and all liability, including, but limited to demands, claims, actions, fees, costs, and expenses (including reasonable attorney's and expert witness fees), arising from or connected with the respective acts of each PARTY arising from or related to this AGREEMENT; provided, Page 8 of 19 Page 64 of 224 however, that no PARTY shall indemnify another PARTY for the latter PARTY's own negligence or willful misconduct. GENERAL PROVISIONS Cooperation. The PARTIES shall fully cooperate with one another to attain the purposes of the AGREEMENT. Good Faith. Each PARTY shall use reasonable efforts and work in good faith for the expeditious completion of the purposes and goals of this AGREEMENT and the satisfactory performance of its terms. Voluntary. This AGREEMENT is voluntarily entered into, to attain the purposes set forth in this AGREEMENT. Relationship of PARTIES. The PARTIES are and shall remain at all times as to each other wholly independent entities. No PARTY to this AGREEMENT shall have power to incur any debt, obligation, or liability on behalf of another PARTY unless expressly provided to the contrary by this AGREEMENT. No employee, agent, or officer of a PARTY shall be deemed for an y purpose whatsoever to be an agent, employee or officer of another PARTY. Binding Effect. This AGREEMENT shall be binding upon, and shall be to the benefit of the respective successors, heirs, and assigns of each PARTY; provided, however, no PARTY may assign its respective rights or obligations under this AGREEMENT without prior written consent of the other PARTIES. Amendment. The terms and provisions of this AGREEMENT may not be amended, modified or waived, except by an instrument in writing signed by all the PARTIES. Waiver. Waiver by any PARTY to this AGREEMENT of any term, condition, or covenant of this AGREEMENT shall not constitute a waiver of any other term, condition, or covenant. Waiver by any PARTY to any breach of this provisions of this MOU shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this AGREEMENT. Governing Law. This AGREEMENT is made under and will be governed by the laws of the State of California. In the event of litigation between the PARTIES, venue in the state trial court shall lie exclusively in the County of Los Angeles. Page 9 of 19 Page 65 of 224 No Third Party Rights. The PARTIES to this AGREEMENT do not create rights in, or grant remedies to, any third party as a beneficiary of this AGREEMENT, or of the duty, covenant, obligation or undertaking established in this Agreement. No Presumption in Drafting. All PARTIES have been represented by legal counsel in the preparation and negotiation of this AGREEMENT. Accordingly, this AGREEMENT shall be construed according to its fair language. Any ambiguities shall be resolved in a collaborative manner by the PARTIES. Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this AGREEMENT, the rights and remedies of the PARTIES are cumulative and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default, or any other default by the other PARTIES. Legal Action. In addition to any other rights or remedies, any party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to complete specific performance of this AGREEMENT, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Termination. The COUNTY reserves the right to terminate this AGREEMENT for any reason upon thirty (30) days' prior to written notice to CITIES. In the event of such termination, CITIES shall be entitled to a prorated portion of the PARTIES' annual contribution for the calendar year in which the COUNTY terminates the AGREEMENT hereunder. Severability. The provisions of this AGREEMENT are severable, and the invalidity, illegality or unenforceability of any provision of this AGREEMENT will not affect the validity or enforceability of any provision. If any provision of this MOU is found to be invalid, illegal, or unenforceable, the PARTIES shall endeavor to modify that clause in a manner which gives effect to the intent of the PARTIES in entering into this AGREEMENT. Counterparts. This AGREEMENT may be executed in counterparts, which together shall constitute the same and entire AGREEMENT. Page 10 of 19 Page 66 of 224 Notices. Any notices, bills, invoices, or reports relating to this AGREEMENT, and any request, demand, statement or other communication required or permitted hereunder shall be in writing and shall be delivered to the Representative of the PARTY at the address set forth below. PARTIES shall promptly notify each other of any change of contact information, including personnel changes. Written notice shall include notice delivered via email or fax. A notice shall be deemed to have been received on (a) the date of delivery, if delivered by hand during regular business hours, or by confirmed facsimile or by email; or (b) on the third (3) business day following mailing by registered or certified mail (return receipt requested) to the address set forth below. Administration. For purposes of this AGREEMENT, the PARTIES hereby designate as their respective PARTY Representatives the persons named below. The designated PARTY Representatives, or their respective designees, shall administer the terms and conditions of the AGREEMENT on behalf of their respective PARTY. Each of the persons signing below on behalf of a PARTY represents and warrants that they are authorized to sign this AGREEMENT on behalf of such PARTY. COUNTY: Mr. Mark Lombos Assistant Deputy Director Los Angeles County Department of Public Works P.O. Box 1460 Alhambra, CA 91802-1460 EL SEGUNDO: Darrell George City Manager 350 Main Street El Segundo, CA 90245 HAWTHORNE: LAWN DALE: Page 11 of 19 Page 67 of 224 MANHATTAN BEACH: REDONDO BEACH: William C. Brand Mayor Mayor and City Council 415 Diamond Street Redondo Beach, CA 90277 IN WITNESS WHEREOF, the PARTIES hereto have caused this AGREEMENT to be executed by their duly authorized representative and affixed as of the date of signature of the PARTIES: COUNTY OF LOS ANGELES Director of Public Works APPROVED AS TO FORM: DAWYN R. HARRISON Acting County Counsel Deputy Page JIG of 19 Date Page 68 of 224 CITY OF EL SEGUNDO Bla City Manager APPROVED AS TO FORM: MARK D. HENSLEY City Attorney Page :ll =3 of 19 Date Page 69 of 224 CITY OF HAWTHORNE Date Title: APPROVED AS TO FORM: CITY ATTORNEY Page 14 of 19 Page 70 of 224 CITY OF LAWNDALE Date Title: APPROVED AS TO FORM: CITY ATTORNEY Page 15 of 19 Page 71 of 224 CITY OF MANHATTAN BEACH Date Title: APPROVED AS TO FORM: CITY ATTORNEY Page 16 of 19 Page 72 of 224 CITY OF REDONDO BEACH WILLIAM C. BRAND Title: MAYOR APPROVED AS TO FORM: MICHAEL W. WEBB CITY ATTORNEY Page 17 of 19 Date Page 73 of 224 EXHIBIT A Table 1: Total Volume Credit Agency Table 2 Table 3 Administration Credit (AF)2 Total Volume Credit (AF)' ElSegundo 4.36 - - 4.36 Hawthorne 3.23 0.76 - 3.99 Lawndale 4.74 - - 4.74 Manhattan Beach 1.47 - - 1.47 Redondo Beach 4.41 0.38 - 4.79 Unincorporated County 1.44 8.90 2.0 12.34 Caltrans - 8.31 - 8.31 Total 40.00 'Total Volume Credit = Table 2 + Table 3 + Administration Credit 2Five Percent of Total Volume Credit (for project administration and management) = 5% x 40 AF = 2.0 AF Table 2: Volume Credit from Safe Clean Water Program SCWP Agency Land Area (acres) % of Area $ from SCWP Regional Funding' Volume Credit (AF)2 ElSegundo 1,055.11 22% $6,649,469 4.36 Hawthorne 783.84 16% $4,939,921 3.23 Lawndale 1,148.76 24% $7,239,688 4.74 Manhattan Beach 355.78 7% $2,242,181 1.47 Redondo Beach 1,067.78 22% $6,729,346 4.41 Unincorporated County 348.99 7% $2,199,395 1.44 Total 19.65 '$ from SCWP Regional = % of Area x $30,000,000 2Volume Credit = (Total Volume Capture - Administration Credit - Caltrans Credit) x 3SCW Volume Credit x % of Area = (40 - 2.0 - 8.31) x 20.81 % of Area 3SCW Volume Credit =$30,000,000/(60,322,000-15,000,000) Table 3: Volume Credit from Contribution Agency Contribution Volume Credit AF' C lt'ran 2, $15,040,000 8.31 Hawthorne $1,000,000 0.76 Redondo Beach $500,000 0.38 Unincorporated County $11,720,939 8.90 Total 18.35 'Volume Credit = (40 AF -Caltrans Volume Credit -Unincorporated County Administration Volume Credit - Total Volume Credit from Table 2) * (Contribution/(Total Contribution-Caltrans Contribution) 2Caltrans volume credit through a separate agreement with the Unincorporated County Page 18 of 19 Page 74 of 224 EXHIBIT B ALONDRA PARK STORMWATER CAPTURE PROJECT INVOICE SCHEDULE Agency Amount Invoice Date Hawthorne $400,000 12/30/2023 Redondo Beach $500,000 12/30/2023 Hawthorne $300,000 12/30/2024 Hawthorne $300,000 7/1/2025 Page 19 of 19 Page 75 of 224 GIRT411 City Council Agenda Statement ELSEGUNDO Meeting Date: February 7, 2023 Agenda Heading: Consent Item Number: B.8 TITLE: Renew Agreement with Insight for Three Years for $720,103.11 to Provide Microsoft and Office 365 Licenses RECOMMENDATION: 1. Exempt the City's formal bidding requirements pursuant to El Segundo Municipal Code § 1-7-9(C) and award a contract to Insight through the County of Riverside Cooperative Purchasing Agreement. 2. Authorize the City Manager to execute a three-year software license agreement with Insight to provide Microsoft and Office 365 licenses for $240,034.37 per year, totaling $720,103.11 over the three years. 3. Alternatively, discuss and take other action related to this item. FISCAL IMPACT: The annual license costs will be $240,034.37 per year, totaling $720,103.11 over the three year software license agreement (see attachment 3). The cost for the first year is included in the FY 2022-23 budget account 001-400-2505-6217 . The costs for the subsequent years will be requested in future budgets. Amount Budgeted: $240,035 Additional Appropriation: None Account Number(s): 001-400-2505-6217 (Software Maintenance) BACKGROUND: The City of El Segundo uses Microsoft Enterprise software to run its daily operational activities. The software is used for server and desktop operating systems, databases, email functionality, and a host of other business applications. Microsoft licensing is the foundation of our software infrastructure and is essential to the following systems: Page 76 of 224 Renewal of Agreement with Insight for Microsoft and Office 365 Licenses February 7, 2023 Page 2 of 3 • All City of El Segundo email • All desktops and all associated software • All datacenter servers • Document imaging system • Enterprise Resource Planning, ERP- Financial System • Fire applications • Police Mobile Data Computers (MDC) • Graphical Information Systems (GIS) • Library catalog and operations system Office 365 - A cloud based Software as a Service (SaaS) solution that includes the following applications: • Microsoft Exchange - Enables the city to send\receive email, and includes all required licenses to deploy this technology • Microsoft Office - Enables city access to deploy industry standard productivity tools such as Outlook, Word, Excel, PowerPoint, and OneNote • Microsoft Server - Provides the city with the required licenses needed to deploy Microsoft servers • Microsoft Azure - Access to cloud data • SQL Server: large-scale database server • Windows 10- personal computer operating system • Windows Server: group of server operating systems DISCUSSION: The County of Riverside Cooperative Purchasing Agreement (see attachments 1 & 2) allows an exception to the formal bidding requirement as described in the El Segundo Municipal code § 1-7®9(C) allowing this contract to be awarded to Insight. This cooperative purchasing agreement will allow the use of preexisting contracts which have been created through a previous solicitation process. These agreements allow for the most competitive pricing and an expedited purchasing process. The renewal of this contract will continue to enable business across all city departments through continued access to Microsoft server and desktop applications. Staff requests City Council to Authorize the City Manager to execute a three-year agreement with Insight to provide Microsoft Enterprise software licenses. The total cost over three years will be $720,103.11. Page 77 of 224 Renewal of Agreement with Insight for Microsoft and Office 365 Licenses February 7, 2023 Page 3 of 3 CITY STRATEGIC PLAN COMPLIANCE: Goal 4: Develop and Maintain Quality Infrastructure and Technology Objective 413: El Segundo's technology supports effective, efficient, and proactive operations. PREPARED BY: Jose Calderon, Information Technology Services Director REVIEWED BY: Jose Calderon, Information Technology Services Director APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: 1. Riverside Co -Op Amendment - Extend 2024 2. Riverside Co -Op Amendment - Original 3. Insight - El Segundo Microsoft Quote Page 78 of 224 COUNTY OF RIVERSIDE AMENDMENT NO. I TO THE LICENSING SOLUTION PROVIDER AGREEMENT WITH Insight Public Sector Inc. Original Contract Term: 11/01/2019 through 10/31/2021 Original Contract ID: PSA-0001526 Effective Date of Amendment: 04/01/2020 Original Annual Maximum Contract Amount: $0 Amended Annual Maximum Contract Amount: $0 This AMENDMENT NO. I TO THE LICENSING SOLUTION PROVIDER AGREEMENT with Insight Public Sector Inc. ("First Amendment"), dated as of 01 April 2020, is entered into by and between the County of Riverside ("COUNTY"), a political subdivision of the State of California, and Insight Public Sector Inc. ("CONTRACTOR"), an Illinois corporation, sometimes collectively referred to as the "Parties". RECITALS WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses; WHEREAS, CONTRACTOR and COUNTY entered into the aforementioned Licensing Solution Provider Agreement Number PSA-000 1526 (the "Agreement") to provided support services to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses; and WHEREAS, COUNTY and CONTRACTOR now desire to amend the Agreement for the first time to extend the period of performance of the Agreement. NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows: 1. The above recitals are true and correct, and are incorporated herein by reference. 2. Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following: "This Agreement shall be effective from November 1, 2019 through October 31, 2024, unless terminated earlier (the "Term")." Section 9 of the Agreement is hereby deleted in its entirety and replaced with the following: "Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, showing a list of enrollments by December 15th of each year. Forms shall be submitted electronically to MasterMicrosoftAdmin@rivco.org. A copy of the form is attached hereto as Exhibit D and incorporated herein by reference." 4. Capitalized Terms/Amendment to Prevail. Unless defined herein or the context requires otherwise, BOS agenda #3.16 Approved 22 October 2019 Form #116-311 Revision Date: 01/13/2016 RCIT 3450 14t" Street, Riverside, CA 92501 Page 79 of 224 COUNTY OF RIVERSIDE AMENDMENT NO. I TO THE, MCI LASING SOLUTION PROVIDER AGRE1",l\4FNT wiTH Insight Public Sector Inc. all capitalized terms herein shall have the meaning defined in the Agreement, as heretofore amended. The provisions of this First Amendment shall prevail over any inconsistency or conflicting provisions of the Agreement, as heretofore amended, and shall supplement the remaining provisions thereof. Miscellaneous. Except as amended or modified herein, all the terms of the Agreement shall remain in Full force and effect and sliall apply with the same force and effect. Time is of the essence in this First Amendment and the Agreement and each and all of their respective provisions. Subject to the provisions of the Agreement as to assignment, the agreements, conditions and provisions herein contained shall apply to and bind the heirs, executors, administrators, successors and assigns of the parties hereto. If any provisions of this First Amendment or the Agreement shall be determined to be illegal or unenforceable, such determination shall not affect any other provision of the Agreement and all SLICII other provisions shalt remain in full Force and effect. The language in all parts of the Agreement shall be COnStIMCd according to its normal and usual meaning and not strictly for or against either COUNTY or CONTRACTOR, G. E11'ecGve Date. This Firs( Amendment shall not be binding Or C011SLInlinated until its approval by the Riverside County Board Of Supervisors and fully executed by the Pat -ties., IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to CXCCLItC this First Amendment. COUNTY OF RIVERSIDE, a political subdivision 011)lle 'State of California By: Richard R. Hai Senior PI-OCUrenICIlt Contract Specialist Dated: 9/-2_,0 ea APPROVED AS TO FORM: Gregory P. Priamos County COLICISCI us, a Oil Deputy C01111ty Counsel Insight Public Sector Inc., ,In ill inois corporation By: Global Compliance Officer Dated: 2 BOS agenda 113. 16 Approved 22 October 2010 Form 1016-311 Revision Date: 01/13/2016 RGrr 3460 1411, Street, Riverside, CA 92501 Page 80 of 224 COUNTY OF RIVERSIDE AMENDMENT NO. I TO THE LICENSING SOLUTION PROVIDER AGREEMENT WITH Insight Public Sector Inc. all capitalized terms herein shall have the meaning defined in the Agreement, as heretofore amended. The provisions of this First Amendment shall prevail over any inconsistency or conflicting provisions of the Agreement, as heretofore amended, and shall supplement the remaining provisions thereof. 5. Miscellaneous. Except as amended or modified herein, all the terms of the Agreement shall remain in full force and effect and shall apply with the same force and effect. Time is of the essence in this First Amendment and the Agreement and each and all of their respective provisions. Subject to the provisions of the Agreement as to assignment, the agreements, conditions and provisions herein contained shall apply to and bind the heirs, executors, administrators, successors and assigns of the parties hereto. If any provisions of this First Amendment or the Agreement shall be determined to be illegal or unenforceable, such determination shall not affect any other provision of the Agreement and all such other provisions shall remain in full force and effect. The language in all parts of the Agreement shall be construed according to its normal and usual meaning and not strictly for or against either COUNTY or CONTRACTOR. 6. Effective Date. This First Amendment shall not be binding or consummated until its approval by the Riverside County Board of Supervisors and fully executed by the Parties. IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this First Amendment. COUNTY OF RIVERSIDE, a political subdivision e Z St of California V By: Richard R. Hai Senior Procurement Contract Specialist Dated: ` /?- - 3/ ?" �: ) -'?-, e-12 APPROVED AS TO FORM: Gregory P. Priamos County Counsel M Susanna Oh Deputy County Counsel BOS agenda #3.16 Approved 22 October 2019 Form #116-311 Revision Date: 01/13/2016 Insight Public Sector Inc., an Illinois corporation By: sanne `§teinheisci Global Compliance Officer Dated: 7, 0'e' RCIT 3450 14111 Street, Riverside, CA 92501 F� Page 81 of 224 Licensing Solution Provider Agreement Number PSA-0001526 This Licensing Solution Provider Agreement is made and entered into this 22,nd day of October 2019, by and between Insight Public Sector Inc., an Illinois corporation ("CONTRACTOR"), and the COUNTY OF RIVERSIDE, a political subdivision of the State of California, ("COUNTY"), WHEREAS, COUNTY and Microsoft Corporation ("Microsoft") have entered into that certain Microsoft Enterprise Agreement (Master Agreement No. 8084445; the "Master Agreement"), effective August 23, 2019, under which COUNTY has the ability to enter into one or more enrollments to order certain Microsoft product licenses; WHEREAS, CONTRACTOR desires to provide support to COUNTY and its Enrolled Affiliates (as defined in the Master Agreement) for said licenses under this Agreement and hereby represents that it has the skills, experience, and knowledge necessary to perform under this Agreement; and WHEREAS, COUNTY desires to accept CONTRACTOR's services under this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. This Agreement covers all enrollments for all products licensed under the Master Agreement. All terms and conditions of the Master Agreement, attached as Exhibit E of this Agreement and incorporated by reference, shall apply to the purchase of related products and set -vices, 2. This Agreement is available for use by all government entities within the State of California (an "Enrolled Affiliate") for the duration of the Term (defined below in section 4). Enrollment documents will contain the terms and conditions specific to each entity. 3 CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this agreement to each and every government entity in the State of California. Terms and conditions are governed by this Agreement, the Master Agreement, and the applicable enrollment documents for each entity. Entities shall make purchases in their own name, make direct payment to CONTRACTOR, and be liable directly to CONTRACTOR for all obligations, 11 COUNTY shall in no way be responsible to CONTRACTOR for Enrolled Affiliates' purchases and obligations. COUNTY shall in no way be responsible to other entities for their purchases or any acts or omissions of CONTRACTOR, including but not limited to product selection or implementation, services or other related matters. 3.2 CONTRACTOR shall notify Ent -oiled Affiliate in writing of the terms and conditions, stated in Section 11. 4, This Agreement shall be effective from November 1, 2019 through October 31, 2021, unless terminated earlier (the "Term"), 5. Hold Harmless/Indemnification: 5.1 CONTRACTOR shall indemnify and hold harmless the: County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage whatsoever, based or asserted upon any services, or acts or omissions, of CONTRACTOR, its Page 1 of 1,1 Page 82 of 224 Licensing Solution Provider Agreement Number PSA-0001526 officers, employees, subcontractors, agents or representatives arising Out Of Or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. CONTRACTOR shall defend the Indernnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon Such acts, omissions or services. 52 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their, own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever lit -nits or circumscribes CONTRACTOR indemnification to Indemnitces as set forth herein, 53 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved. 6. Contractor Responsibilities: CONTRACTOR will offer the following services, to each, Enrolled Affiliate at no additional charge. It is the responsibility of the Enrolled Affiliate to determine which products and/or services, if any, meet their needs and communicate that to the CONTRACTOR, 6,1 Provide reports showing year to date annual spend according to Enrolled Affiliate's specifications. Frequency will be determined by each Enrolled Affiliate (monthly, quarterly, etc.). 6.2 Provide a short synopsis of why an amendment is needed and the ramification of each amendment to an enrollment at the time of such amendment. 6.3 Provide an updated price list on an annual basis or when requested by Enrolled Affiliate. 7. CONTRACTOR's Microsoft Enterprise Agreen-tent license Subscription price attached hereto as Exhibit A and service rates attached hereto as Exhibit B. 8. CONTRACTOR's Microsoft Enterprise Agreement Participation Form attached hereto as Exhibit C and incorporated herein by reference. 9, Usage Reporting: CONTRACTOR will provide to COUNTY the Licensed Support Provider (LSP) Reporting of Active Enrollments to Master Microsoft Enterprise Agreement No. 8084445, Select Plus Agreement No. 7756479, Microsoft Premier, Unified, and DIGS Support services, showing a list of enrollments by February 15tb of each year. Forms shall be submitted electronically to MasterM icro so,ftAd min gcriveo.org, A copy of the form is attached hereto as Exhibit D and incorporated herein by reference, 10, Administrative fees: CONTRACTOR will be charged .5% of the annual enrollment amount to leverage the Riverside County Master Microsoft Agreement No. 8084445, Selcet Plus Agreement No. 7756479, Microsoft Premier, Unified, and MCS Support services, This will be an annual fee, per enrollment inclusive of Affiliates Shadow Enrollments. Example: A three-year aggregated agreement with a contract amount of $300K, divisible by three years will result in an LSP Participation Fee of $50�0 annually (100K*.5%). RCIT will invoice the Awarded LSP annually based on the enrollments verified from the Page 2 of 11 Page 83 of 224 12, 13. Licensing Solution Provider Agreement Number PSA,-0001526 "Reporting of Active Enrollments" list submitted by December 15th of each year. Payment is due to Riverside County Information Technology thirty (30) days from invoice date, 10.1 Riverside County Information Technology (RCIT) will invoice the CONTRACTOR annually based on the enrollments verified., Payment is due to RCIT within thirty (30) days of invoice date. The COUNTY will not accept credit as a form of payment, 10.2 Failure to meet the administrative fee requirements herein and submit fees on a tirnely basis may constitute grounds for immediate termination of this Agreement, Conti -act Management: The contacts For this Agreement for COUNTY shall be both RCIT and Purchasing as listed below. COUNTY Primary Contact: Jim Smith 3450 14th Street Riverside, CA 92501 CONTRACTOR contact: Pam Potter, Manager SLED Compliance 6820 S, Hart Avenue Tempe, AZ 8,5283 COUNTY Secondary Contact, Rick Hai 2980 Washington Street Riverside, CA 92504 11.1 Should Contract Management contact information change, the CONTRACTOR. shall provide written notice with the updated information to the COUNTY no later than 10 business days after the change, Termination: III COUNTY may terminate this Agreement without cause upon thirty (30) days written notice served upon the CONTRACTOR stating the extent and effective date of termination. 112 COUNTY may, upon five (5) days written notice terminate this Agreement for CONTRACTOR's default, if CONTRACTOR refusesor fails to comply with the terms of this Agreement or fails to make progress that may endanger performance and does not immediately cure such failure. In the event of such termination, the COUNTY may proceed with the: work in any manner deemed proper by COUNTY. 12.3 CONTRACTOR's rights under this Agreement shall terminate (except for fees accrued prior to the date of termination), upon dishonesty or a willful or material breach of this Agreement by CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. Conduct of Contractor: 13,1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with CONTRACTOR's performance under this Agreement. The CONTRACTOR further covenants that no person or subcontractor having any such interest shall be employed or retained by CONTRACTOR under this Agreement. The CONTRACTOR agrees Page 3 of 11, Page 84 of 224 Licensing Solution Provider Agreement Number PSA-0001526 to inforill the COUNTY of all the CONTRACTOR's interests, if any, which are or play be perceived as incompatible with the COLTNTY's interests, 13.2 The CONTRACTOR shall not, Linder circumstances which could be interpreted as an attempt to influence the recipient in the conduct of his/her duties, accept any gratuity or special favor from individuals or firms with whom the CONTRACTOR is doing business or proposing to do business, in accomplishing the work under this Agreement. 133 The CONTRACTOR or its employees shall not offer gifts, gratuity, favors, and entertainment directly or indirectly to COUNTY employees, 13A CONTRACTOR shall establish adequate procedures, for self -monitoring and quality control and assurance to ensure proper performance under this Agreement; and shall permit a COUNTY representative or other regulatory official to monitor, assess, or evaluate CONTRACTOR's performance under this Agreement at any tirne, upon reasonable notice to the CONTRACTOR. 14, Independent Contractor/Employrnent Eligibility/Non-Discrimination: I d., I The CONTRACTOR is, for purposes relating to this Agreement, an independent contractor and shall not be deemed an employee of the COUNTY. It is expressly understood and agreed that the CONTRACTOR (including its employees, agents, and subcontractors) shall in no event be entitled to any benefits, to which COUNTY employees are entitled, including but not limited to overtime, any retirement benefits, worker's compensation benefits, and injury leave or other leave benefits. There shall be no employer -employee relationship between the parties; and CONTRACTOR shall hold COUNTY harmless from any and all claims, that may be made against COUNTY based upon any contention by a third party that an employer -employee relationship exists by reason of this, Agreement. It is further understood and agreed by the parties that CONTRACTOR in the performance of this Agreement is subject to the control or direction of COUNTY merely as to the results to be accomplished and not as to the means and methods for accomplishing the results, 1.4.2 CONTRACTOR warrants that it shall make its best effort to fully comply with all federal and state statutes and regulations regarding the employment of aliens and others and to ensure that employees performing work under this Agreement meet the citizenship or alien status requirement set forth in federal statutes and regulations. CONTRACTOR shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by federal or state statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 USC. § 1324 et seq., as they currently exist and as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all covered ernployces, for the period prescribed by the law. 14.3 CONTRACTOR shall not discriminate in the provision of services, allocation of benefits, accommodation in facilities, or employment of personnel oil the basis of ethnic group identification, race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status or sex in the performance of this Agreement; and, to the extent they shall be found to be applicable hereto, shall comply with the provisions of the California Fair Employment and Housing Act (Gov. Code 12900 et. sect)', the Federal Civil Rights Act of 1964 Page 4 of 11 Page 85 of 224 Licensing Solution Provider Agreement Number PSA-00( 01526 (P.L 88-352), the Americans with Disabilities Act of 1990 (42 US,C, S 1210 et seq.) and all other applicable laws or regulations, 15. Entire Agreement: 'This Agreement, including any attachments or exhibits,, constitutes the entire agreement of the parties with respect to its Subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may he changed or modified only by a written amendment signed by authorized representatives of both parties. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement. COUNTY OF RIVERSIDE, a political subdivision of the State of California . ....... . . . . -54 By: �X -'._ ........... . Kevin Jeffries, Chairman Board of Supervisors Insight Public Sector, Inc., an Illinois Corporation Ry.:" John Carnahan Sr. Vice President of Business Development Dated: 0("T 2, 2 2019, Dated: �' 0 - 11 1 ATTEST: feria Harper Clerk of the Board "I By: MAI(a�' 11 Deputy APPROVED AS TO FORM: Gregory P. Priamos County Counsel B y: sarma Oh, Deputy County Counsel Page 5 of 1,1 2 P) 2019 Page 86 of 224 Licensing Solution Provider Agreement Cumber PSA-0001526 Exhibit A Microsoft Enterprise license subscription and services Line Description Price Level Markup % li Enterprise Onlinc Services" (including Full USLs, From SA USLs, Add-ons and Step Ups) M365 E3 and E5, Enterprise Mobility + Level D l Security E3 and E5, Office 365 Enterprise El or E3, Windows 1.0 Minus 2% .75 Enterprise E3 or E5. 2 Enterprise Products Office 365 Pro Plus, Windows 10 Enterprise, Level D 75 " Care CAL Suite, Enterprise CAL Suite. Additional Products M365 F1, M365 E5 Compliance, M365 E5 3 Security, Office 365 Enterprise Fl, Propect Online, Visio Online Plan Level D .75 1 or Plan 2, Dynamics 365, Azure, SQL Server, Windows Server, etc. Server and Tools Product (applies to Server and Cloud Enrollments 4 only) SharePoint Server, SQL Server, BizTalk Server, Visual Studio, Level D 75 Core Infrastructure Suites, etc. 5 All products for Select Plus Agreement No.7756479. 1.00 6 Microsoft Premier Support I ,00 7 Microsoft Unified Support Services 1.00 €8 Microsoft Consulting Services L00 Page 6 of 11 Page 87 of 224 Licensing Solution Provider Agreement Number PSA-00:01526 Exhibit B License Support Provider (LSP) service rates 3 Machine Learning Yes $275 iings Yes $275 5 Globally distributed data Yes $275 6 OSS Databases Yes $275 7 Cloud Scale Analytics Yes $275 8 Data Platform Modernization to Azure Yes $275 9 Windows Server on Azure Yes $225 10 11 12 Security & Management Datacenter Migration Modern Business Intelligence Yes Yes Yes $225 $225 $285 Biz Apps, I Customer Service Yes $265 2 Field Service Yes $265 3 Marketing Yes $265 4 Talent Yes $26,5 5 Finance and Operations Yes $265 6 Business Central Yes $265 7 Power A Yes $265 8 Power BI Yes $265 Apps and Infrastructure I Azure Stack Yes $235 2 High Performance Compute Yes $235 3 4 Cloud Native A using Serverless Modernize A Yes Yes $235 $235 5 SAP on Azure Yes $235 6 Linux on Azure Yes $235 7 Dev Ops Yes $235 8 Business Continuity & Disaster Recovery Yes $235 9 Windows Server on Azure Yes $235 10 Security & Management Yes $235 11 Datacenter Migration Yes $225 Page 7 of 11 Page 88 of 224 Licensing, Solution Provider Agreement Number PSA-,0001526 Exhibit B (cont.) License Support Provider (LSP) service rates Une Description Certified Competency (Yes/No) Hourly Rate I Modern Workplace, User Adoption & Change Management Yes $210 2 Security Yes $222 3 GDP R & Compliance Yes $222 4 Teamwork Yes $215 5 Calling & Meetings Yes $222 6 Modern Desktop Yes $215 7 Office 365 Migration Assistance Yes $215 7a Mail Yes $215 7b Teams Yes $215 7c SharePoint Yes $215 7d OneDrivc Yes $215 Page 8 of 11 Page 89 of 224 Licensing Solution Provider Agreement Number PSA-0001526 Exhibit C Microsoft LSP Participation Form DAVE ROt GERS JENNIFER HILSERACIO Assisisiat Chlet Executiwe Officar EntefO1110 APPlkatlom OUMOU 010 Informalton officaf QU§TAVOVAZQUE2,A*O 'Z Converged OrAmuffleationsi Bueeau JIM SMITH PUbfic Safety EnOrprise Irechnalogy Sawkes Rureou o ge Microsoft LSP Participation Form (RFQ fiRTWO-2020-RI'"Q-0000048 AttaclunctIt 3) Complete tih is formi and return to: 1110M C*mpany Name: Insight Public 8actor inc. Payment should bemade to: Riverside County Information Technology 3460,14th Street, Fourth Floor Riverside, GA 92601 County offliverside TIN #� 95�6000930 Name: Steve Dodenhoit Title, j!Kg§ldent, Insight Np jjqa_ AddreBs, 1; 1 Avenue City: TOmp Zip Code: 400,3313020 4W7607002--Email: The County of Riverside is the host of the Microsoft Master Agreement No. 8084446. All questions regarding the products ands Wensing should be directed to Wcrosofi, By signing below, I am agreeing to pay the participation fees for each enrollment that is established by laveragIng the County of Riverside Master Agreement in accordance to the schedule referenced an RFQ #RIVCO-2020-1`1170-0000048 and any subsequent contracts and I or amendments. By signing below, I also agree that alt enrollments w4l be submitted to Microsoft direct, to report enrollment activity and comply to the payment schedule per RFQ #RIVCO-2020-RFQ-0000048 to Riverside County Information 'Technology.. Please reference the remltta ce information above for where to $and the payment Failure to comply may result In the ard ba"Frigi rescig ecl, September 12, 2019 Date Steve Dodenhoff President, Insight North America Printed Name Title Page 9 of 11 Page 90 of 224 i Page 91 of 224 Licensing Solution Provider Agreement Number PSA-0001526 Exhibit E Master Agreement Attached include the followings: 1) Signature Form 2) Microsoft Enterprise Agreement 3) Microsoft Enterprise Agreement Amendment Page 11 of 11 Page 92 of 224 Microsoft Document Headersheet * This is for informational ptirposes only * (Msu 5-0000004275258 Tracking N timber) 0 22EID—e - Signature Form Do not modify the formatting or spacing of this Form above this text Subsidw y Country,: United States LAR/LAD/ESA: Insight Direct USA, Inc. ProgramNersion EA 6 2016 Account Mlana-qeF Name / Alias: (Scanning Code) ACCOUNT: County of Riverside, Outsourcer Name: Business Agreement Number: Master Agreement Number: 8084445 Agreement Number Purchase Order Number: 8/2312019 9:42:56 PIM 1, Page 93 of 224 I 0 U, Microsoft &MAJ1013SAmimher Aqrp.elrrelkl ryunahwr FOY444S Volume Ucensing F W kayl ::-oa Noto� Erfler the, applicable active, numbers 'nssociated with the documents bplow, MiGil-risaft roquitas the associated 2cfive number be Indicated here, or lisled below as new, For the PLYPOSeS of this forma, "Customer" can meal) (lie signing enlity, Enrolled Affiliate, Government Pnrtner, lin-5titution, or Other party ontefing Into a volume Ilronsing program agrueni ThIs signil iorm and all contract documents idendfied In the table below are entered into between the Cuslomerand tho Microsoft Affiliate signing, as: of tho r--ffcctivc data iden6ficd bololill 'Z" _fnj!erprise Agreement :4't 24-�V 1�5 .1 'S' I - " 'Ohoo,sp A reemenill., Document Number or Code <Ghooso Agreomeni Dociimcnil Number or ii -f�ghoqLe �Aqreerllenl> Document Number or Code <CI)oose Aueernonir> eChoose GairralpGr7t n9lF ec islrsti ra> DOOLIMent Number or Code ulriiS;r U'rldoae' <Chuose Enrolliriant/Regisiration> -bo'�U'rnlent� DrjuwneW Number or Code <0-hoose Enrollment/Regisitratbri> Occument Number or Code <Ci EilrollmentIlRegistration> Document Number or Code <Choose Enroll nt/Registration> 'Aniendment to Contact Documents, Document NUmber or Code CTM-CPT-0FT-fVKjjie�Y-L- by signlng below, Customer and the I-Acrosiol't Affiliate agree that both parties (1) have received, rood and utWerstand the above contract docuiinerim, including any websRes or documents incorporated by reference and any annendmenis and (2) agree to be bound by the terms Of all sLjrh documents. Name of Entity {rii t 1) ale 1 e ifity nanie)' Counly of Riverside Signature" 7), Printed First and Last Name' I-- S" -1 Priked Tjt1e5r-- Signature Date' 0/ Tax ID `Incilicales requirpirl rjeld page. I of-) MUM Page 94 of 224 Microsoft Corporation Printed First and Last Name Printed Title signatum Date Agreement Effective Qate (may be OfilereW than iAvcsrjf1 da!o) optional 2"" Customer sly nature or Outsooreer signature (If applicable) Name of Entity (must ire legal entity nAnjo), Printed First and Last Narnel Printed Title Signature Date' 'illdiC,11(18 WqUk6d U01d ro Name of Entity (must he legal ontity, name)" SignaturO Printed First and Nast Name' Printed Title Signature Date' ,it tillica tes tum lired fiWal HCUStomer requires physlcal inedlo, adtllilonll conlFirts, or i- J'OpOffiOg MUMPIC- pj,evious Enrollments, InClUE113 the npproprlaio f0rM(s) Vjlh 111i', Signature farm. After this signa tt ire form is sigincd by the, &mtomer, %end N and the Corilracl DOCUMPWS to Customer's Oiannef parinerorMicros6ft acCOUnt olanbgef, WhOMUSI 51.11MIlt then) to the following oddresq, When Me $1911MU!Fe fOR11 IS IUIIY eXOCLO(l by Mcfosoft, Customer will receive a conNitnallon copy. Microsof( Cotporation Dept. 551, Volume Licehsln(l 6100 Neil Road, Suite 210 Reno, Nevado 89511-1137 USA Page 2,rit 2 Page 95 of 224 Microsoft bocument Headersheet * This is for inforTationat purposes only * qqgjyR-e� AWMMW Ageeement" I uo nor rnowry trie rorma ! tung or spacing of tivs Vorm above this text §jub;7M ldia Account Manager Name /Alias: Country: United States LARIAD/ES&, Insight Direct USA, Inc. ProararnNersion EA 6 2016 1 (Scanning Code) ACCOUNT: County of Riverside Outsourcer Name: Business Agreement Number; Master Agreement Number: 8084445 Agreement Number-, Purchase Order Number: 8123140 19 9.42;0 11 rM Page 96 of 224 1\4 i cro- 5 oft Vokiire 1-icensing Enterprise Agreement State and Local Not im will I thivq5till RosineRs AgmFiiieril wMitisoil H11!5ht1,s% and flou-Jups, Aipp.F.TuRrfl This Mtcrosoff Enterprise Agreement ("Agrdement") is entered into between the entities identified on the Signature form'. Effective date, The effective date of this A&enient is the earliest effective date of any Enrollment entered' into under this Agreement or 1he date Mlcm§oft accepts this Agreement, whichever is earlier, This Agreement consists of (1) these Agreement terms artrl conditions, inGlUding any amendments and the signature formand all attachments identified therein, (2) the P(OdUctTerfins applicable to Products licensed Linder this Agreerrieril, (3) the Online Services Terms. (4),any Affiliate Enrollment entered Into under this Agreement, and (5) any order submitted under this Agreeme'rit. Please note: DOCLO-AelltS referenced in ibis Agreement but not attached to the signature form may be found at and are incorporWed in this Agreement I-jy refere?nce, inckiding the Product Terms and Use Rights. These (10GLIments may contain additional terms and conditions for Products ficensed under this Agreement and may be changed from time to Wine, Customer should review such documents carefully, both at the tirrie of signing and pedadicinfly thererifter, and fully understand all tOrns and conditions applicable to PfOCILICIS licensed, 1. Definitions. "Affiliate" means a, with regard to CUStOffler, any government agency, depal'Irrient, office, instrumentalily, division, unit or other entity of the sielle or local governrpent that is supervised by or is part of Customer. or which supervises CLIstonieror of which Customer is a port, or which is Under common supefVisiop with Customer; (it) any county, borough, conrir� onwoalth, city, rfll.irlidPaRy, town, townsNp. special purpose district, or other similar type; of governmental instrurneritility established by the laws of Customer's state and located within Oustorners state jurisdiction and geographic; boundaries; and (11) any other entity In CUstomdr's state expressly aLlthorized by the laws of Customers stale to purchase under state contracts: provided that a state slid its Affiliates shall not, for PL1J`l)QSeS Of this d0finitiOn, be Considered to be Affiliates of the fede(all government and its Alflilates; and b. With regard to Kcrosofl, any Idgal entity that NlticrosoN owns, that owns Microsoft, or that Is under common ownership with Microsoft. ""Customer' means the legal entity that has entered into this Agreernent with Microsoft, "CustojnF-r Data" means all dale, inGlUding a 1 11 Lexl, sound,soliware, image, or video files that are provided to Microsoft by, or on behalf of, an Cm-olled Affiliate and its Affikates through use of Orifine Services. "day" means a calendar day, except for references, that specify "busli-less clay". "Enrolled Affiliate," nieaos ,in enfliy, 6thor Customer or any one of Customer's Affiliates that has entered Into an r-nroflment tinder this Agreement, I H'A20 I OAy (US)Nl.G(Lf1 G) tNov2l) 10) R190 I of I I llo(nKnent X20-102f/. I ... . ........... . .......... .. Page 97 of 224 "ErimIlment" means the document that ar) Enrolted Affiliate submits under this Agreement to place orders for Products, "Enterprise" means an Enrolled Aff1hate, and the Affiliates for which it is responsible and chooses on its Enrollment to iflClUde in its enterprise. 'Fixes' means Product fixes, rnodifications or enhancements, or their dorivotives, that Microsoft either releases generally (such as Product service 1packs) or provides to Customer to address a specific issue. "License" means the right to download, install, access and use a ProdUCt. For ceflain Products, a License may he available on a fixed term or subscription basis ("Subscription License"). Licenses. for Online Setvic,es will br- considered Subscription Licenses, Wicrosoft" means the Microsoft Affiliate tht has �--ntered into this Agreement or an Enrollment and Its Affiliates, as appropriale, "Online Services" means the Microsoft-hosid I (f services Identified as Online Services in the Product Terms. "Online Services Terins" nle2nS the addiflInal terms that apply to CLIStOMP,1"S Li$e Of Cintille Services pubfishod on the Volume Licensing Site and'uprIaled from linne lo time. "Product" means all products Identified in the Product Terms, such as all Software. Online Services and other web -based SeNiCeS, I11CW(ling pre-release or beti versions. "Product Terms" rneans Me document that pi-ovides. Information about Microsoft ProdUCts, @11(1 Professional Services available through volume lIcensing, The Product Terms document is published on the VOILIMP Licensirig Site and Is updated froth time to time. "SLA" nreans Sevvice Level Agrearnent, which specifies the minimurn service level for Online Services and IS published on the Volume Licensing Site, "SoftWarel" means licensed copies of Mlcrosdlt software Ideritifled on the Product Terms, Software does not Include Online Services, but Software may be part of on Online Service, "Sciftware Assurance" is an offerInq by Microsoft that provides new version rights anti other benefits for Products as fur[her described in the Product Terms, 'Trade Secret" means information that is not generally known or readily ascerlatnable to the public, has econornic value as a result, and has been Subject to, reasonable Steps Linder the cir6urnsfances to inainlain it,, secrecy. Use" or "run" means to copy, install, usleac cess, display, run or otherwise interact. "Use Rights" means the use rights or terms of service for each Pi-OdUCt published on the Volume Licerrsing Site and updated from time to time. The Use Rights supersecle the terms of any and user licerise agreement that accompanies a Product, The Use Rights for Software are published by Microsoft In the Product Terms. The Use Rights for Online Services are pirbl,rshed in the Online Serviccs Terms, Volume Licensing Site," means or a successor site, Z How the Enterprise pro fern works. I a. General. The Enterprise program consists of the terms ana conditions on which an Enrolled Affiliate may acquire Product licenses. Under the Enterprise program, Customer and !I-, Affiliates. mny order Licenses foil, Products by entering into Mirollrriehls, 1). Lrivollnients. The Enterprise program gives Custorrier andJor its Affiliates the ability [0, enter Into one or more Enrollments to -order Products. Subscription Enroll merits may be available for some of these Enrollments. r'40lwithslandlrig any other provision of this Agreement, only Enrolled Affiliates identified in an Enrollment will be responsible for complying with the terms of that EnroHrnent, including 1h I e terms of this Agreement incorporated by reference in that Enro[lorent. P,mjp. 2 ill I s Dorunehil X2(l-1f)?Cj9 Page 98 of 22-� c, Licenses. The types of Licenses available are (1) Licenses oi)jaIljCd under Software Assurance (L&SA), and (2) SuInkription Licenses, These License types, as well as additional License Types, are further described in the Product List, a. License Grant. Microsoft grants the Enterprise a norm -exclusive, worldwide and limited right to download, install and' use software Products, and to access 9flid Use the Online Services, each in the quantity ordered under an Enirdirrient, The rights granted are subject to the terms of this Agreement, the Use Rights and the Product Terms. Microsoft reserves all rights not expressfy granted in this Agrper,hen(, 1). Duration of Licenses. Subscription Licenses and arrest Software Assurance rights are temporary and expire yjiiz�ljj thel applicabIle Enrollment is torminated or expires; unless the Enrolled Affiliate exercises a bu-C!Llt Option, which is available tor sonle SLibscription Licenses, Except as otherwise noted in (he applicable Enrailment or Use Rights, all other Uceases become perpetual only when a0 payments for that License have been made and the initial Enrollment term has expired, cu Applicable Use Rights, (i) Prodkicts (other than Onlinie Services), The Use Rights In effect oil the effective date of the appi icabIe C- nrollment term will apply to Enterprise's use of the version of each Product that is current at the tirne. For future versions and new Proctucts, the Use Rights in effect when those versions and Products are first released Will apply. Changes Microsoft makes to file Use Rights for a parti&ilar version will not apply unless the Enrolled Affiliate chooses to have those changes apply. The Use Rights opplicoble to perpetual Licenses that were acquired Linder a previous agreement or Enrollment are determined by they Agreement or r=riroflmenl under which they were aCqUired. Renewal of Software Assurance does not change which Use Rights apply to those Licenses, (11) Online Services, For Online Bervices, the Use Rights in effect on the subscription start date will apply for file subscription term as defined in the Product Terms, ,I. Downgrade rights. Enrolled Affiliate May use all e0l`HVversion Of a P(MILICI other iharl Onfifle Services than the version that is current on the effective (late of the Enrollment, For Licenses acquired in the current Enrollment form, the Use Rights for the current version apply to the use of the earlier version. If the eailfier Product Ver$iOl) includes lealtnes that are not in file new version, then time Use Rights applicable to the earlier version apply with respect to those features. e. New Version RIghts Linder, Software ASSUranco, Enrolled Affiliate Must order and Mairltaln continuous Software ASS U rance 'cove rage for each License ordered. With Software Assurance coverage, Enterprise al.itornalic6llly has the right to use a nevi version Of a licensed PrOdUCt as soon as it is release(], even if En;lalled Affiliate chooses nal to use file new version ininnedialely. (1) Except as otherwise permitteI d Linder an Enrollment, use of the new version will be Subject to the new version's Use Rights. (H) If the License for the earlier version of the Product is PPrPe(Llal at the time the riew version is released, the License for the riew version will also be perpetual. Perpetual Licenses obtained thrOLIgh Soflware Assurance replace any peipeftial Licenses for file earlier version. L License confirmation, This Agreement. the applicable Enrollment, Enrolled Affiliate's order conhrinalron, and any documentation evidencing Iransfers Of PC-rpCtLIaI Licenses, togelher wilh proof of payment, will be Enr6fled AffiliMe's evidence of all Licenses obtained Linder an EnrDlIniont, EA201 BAgi(LJS)SLCFNGl(N(w20l6) Paon I of ] I UOWMCd XW-10209 Page 99 of 224 9. Reorganizations, Go Illsol idafl oils and privatizations. if tho number of Licenses covered by ,an Enrollment changes by more than fell percent as a result of (1), a reorganization, consolidation or privatization of an entity or an operating division, (2) a privaflzation of an Affiliate or an operating division of Enrolled Affiliate or any of its Affiliates, or (3) a consolidation including a rnerger, with a thlrd bafly that has an existing agreement or Enrollment, Microsoft will work with IEnrolled Affiliate in good faith to deteimine how to accommodate its changed circumstances in the context of This Agreement. 4, Making copies of Products and re -imaging rights a. General. Enrolled Affilinte ma! malte as many coptas of Products, as it needs to distribute them within the Enterprise, Copies MOM be (1110 -and complete (including copyright and trademark notices) froill mastericoples obtained from a Microsoft approved fulfillment Source, Enrolled Affiliate may use a third party to make. these copies, btit Enrolled Affiliate agrees it will be responsible for any third party's actions. Enrolled Affiliate agrees to make reasonable efforts to notify Its employees, agents. and any other inciNiduals who use the Products that the Products are licensed from Wcro'sofl and subject to the terms of this Agreement. b. Copies for training/evalklation, and back-up, For all Products other than Online Services, Enrolled Affiliate may: (1) use 6p to 20 cornplirnentaty copies of any licensed Pl'OdLlCt in a dedicated training facility on its premises (Or purposes or training on that particular Product„ (2) use tip to 10 complimentary copies of any Product's for 8 60-day evali.WtiDn period, and (3) use one complimentary copy of any licensed Product for b2d<-up or archival Purposes for each of its distinct geographic locations, Trials for Online Services may he available if specified in the Use Rights, c. Right to re-linringe. Ill certain c�scs, ie-ii-naging is permitted using the Product media. If the Microsoft Product is licensed (1) from an original equipment manufacturer (OEM), (2) as a ftill padcaged FrCCILJICI through a retail Source, or (3) under mother Microsoft program, Itien media provided Undeir this Agreement'rn2y qellel'tAy be used to create images for use in place of copies provided, thrOL1911 that separate source, This right j,, rm16tion@1 upon the f0lloWingW (j) Separate Licenses rnusf be acquired from the separate source for each Product that its re - imaged, (If) The Product, language, Verion, -and components of the copies made inusl be identical to the Pl'OdLIC1, language, vers�lon, and rill components of the copies They replace orld the nurntier of copies or hisllanci s of the re -imaged Product permitted remains the same. (Ill) Except for copies of an ape'rating system and copies of rrodUCtS licensed under another Microsoft program, the Product type Upgrade or full License) re -imaged n1list he identical to the Product type licensed from the Separate Source. (liv) Enrolled Affiliate must adhere to any Piroducr-specffic processes or requirements for re - imaging identified in the Product Terms, Re -imaged Products remain subject to the lerms and use rights of the License acquired fram the separate source. This subsection does not create or extend arty Microsoft warranty or support obligation. I 5. Transferring and reassigq,ing Licenses. a. License transfers. License Ira nsfers are not permitted, except that Customer or an Enrolled Affiflate may transfer only fully-priid 1perpetkial Licenses toy� (I) an Affiliate, or (h) a third party soely in corinection wilh the transfer of hardware or employees to whore the Licenses have been assigntid as part of (A) n privatization of an Affifiate or agency or of an LA20 I I 13; Pago 4 of 1 -1 PoCwilLul X20- 10209 Page 100 of 224 operating d1vislon of Enrolled Affiliate or an Affiliate, '(B) a reoig@nIzation, or (C]i a conso4dation. I Upon such transfer, CUS110111,01"or EnroVed Affiliate MUSt Uninstall and OiSUOntinUe using the lioensed T2rodLICI and render any copies unusable, 1). Notiflicatiori of License Transfer. Enrolled Affiliate must notify Wrosoft of a License transfer by complefing a license"' transfer form, which can be obtained from anti sending the completed fdml to Microsoft before the License transfer. No License transfer will be valid Ulitess Enrolled Affifiale provides to the transferee, and the transferee accepts in writing, dOCUrnerit5 sufficient to enable the transferee to ascertain the soo0e, purpose and limilatIons of the rights granted by Microsoft under the licenses being transferred (inclUdingthe applicable We, nights, Use and fraiisfer re5triclion,q, warranties and limitations of liability'}..any License transfer not made in compliance with this section will be void. I c. Internal Assignment of Ucenses and Software Assurance. Licenses and Software Assurance must be assigned to a single userordevice within the Enterprise. Licenses and Software Assurance may be reassigned within the Enterprise as described it) the Use Rights, 6. Torm and termination. a. Terni. The term of thisAgreerrignt will,be 36 hill calendar montlis from the effective date unless terminated by either party as d4cribed hielow. Each Enrollment will have the term provided in that Enrollment. I b. Termination without cause, Ether party may terminate this Agreement, WithOUt CaUS0, Upon 60 days'wrMen notice, In the event of termination, new Enrollments will not he accepted, but any existing Enrollment will continue for the term Of such Enrollment and will continue to be governed by this Agreement. c, Mid -torn termination for non-tapproprintlon of Funds, Enrolled Affiliate may terminate this Agreement or an Enrollment without liability, penalty or furthe ' r obligation to make payments if funds to nial(e payments under the Agreernent or Enrollment are not appropriated or allocated by the Enrolled Affiliate for such'piurpose. cl, Termination for cause. Without lir0ing any other reitledies it may have, 61her party may terMinate an Enrollment if th6 other party Linateriafly breaches its obligations Linder INs Agreement, inducting any obligation 10 submit orders orpay invoices, Except where, the breach is by its nature not curable within 30 days, the terminating party must give the other party 30 days' notice of Its intent to terminate and an opportuntty to cure the breach, If Microsoft gives such notice to an Enrofled Affiliate, Microsoft also will give Customer a copy of that irofte and Customer agrees to help resolve the breach. If the breach affects other Enrollments and cannot be resolved between Microsoft and Enrolled Affiliate, together with Customer's help, within a reasonable period of time, Microsoft rnay terminate this Agreement and all 11111'01117lentS Linder it, If an Enrolled Affiliate census to be Customer's Affiliate, it Must prornplly notify Microsoft, and f�icrosoft may terminate the former -Affiliate's Fnrollmeirl. If an Enrolled Affiliate: lerininates its �nrollnnent as a reSLIJI Of 2 breach by Microsoft, or ff Microsoft terminates an Enrollment because Enro"ed Affiliate ceases to be Customer's Affiliate, then Enrolled Afffllate will have tile early terminaflorl rights described in the Enrollment. e, Early teriininatiori. 11 (1) an Enrolled Affiliate terminates its Enrollment as a result of a breach by Microsoft, or (2) if Microsoft terminNes an Enrollrnent because the Enrolled Affillate has ceased to be an Affiliate of Customer, or (3) Enrolled Affiliate terminates an Enrollment for non- approprlaUon of funds, (it (4) Mic c rosoft terminates at) Enrollment for non-payment due to non - appropriation of fLiFids, then the Enrolled Affiliale will have the following options: (I) It may inimediately pay the total remaining arriatint due, inclioding aH im;iallinents, in which case, the Enrolled Affiliate will have perpetual rights for 911 Licenses it has ordered.- or FA20 L Paqe 5 of I i Dnl; Pf 11H.fis X20. 1 M09 Page 101 of 224 (H) 11 may pay only amounts dud as of the teirnination date, In which cziso the Enrolled Affiliate w, ill have perpetlial Ucenses for: ,l) all copies of Products (Including the latest version of ProCILICtS ordered) kinder SA coverage In the current t ' ern)) for which payment has been made in full, and 2) the number of copies of Product$ it has ordered (including the We,&,t version of Products ordered tinder Software Assurance coverage in current term) that is proportional to the total,of installment payments paid versus total amounts due (paid and payable.) If the early termination had not occurred, (iR) to the case of early termination Linder SlUb5cr-Iplioni Enrollments, Enrolled Affiliate will have the fQll,Dwlng options: I 'I) For eligible Products, Dirolled Affiliate may oblain perpetual Licenses is descrlbed In the section of the Enrollment titled "BUY-01.1t optlon," provided that Microsoft receives the kly-out order for those Licenses within 60 days after Enrolled Affiliate provides notice of termination, 2) In the event of a breal,;) by Microsoft, 11 Custoinel, chooses not to exercise I buy-01.11: option, Microsoft will iss,tie Enrolled Affilalte a credit for any amount paid in ofivance for Subscription Licenses that the Enterprise will not be able to use to do the teirilirlaficiri of file Enrollm-ent, I Nolhing in this section shall affecl peipeftial License frights. acquired' either in -:i separate agreement or in a prior term of the ternilriated Enrollment. f, Effect of Larroinallon or expir,a.ilon. When an Enrollment expires or is terminated, (i) Enrolled Affiliate must order Licenses for all copies of PiroCILICtS if has rani for whlch it has not previously SUbml(ted an order. Any and all unpaid payments for any order of any kind rernain due and payable, Exoepl as provided in the sikqection titled "Early lerniination,"all Unpaid payments for Licenses immediately become due and payable, (II) Erimlled, Affiliate's riqht to Software Assurance henefiIS Under this Agreement ends if it does not renew Software Assurance, U. Modification or terrinination, of! a ii Online Seirvice for regulatory reasons- Mici'asofl. rnay modify or terminate an OnIlne; Service Where there is any current or IlUtLire government feql.11reniemt or obligation than 1(1) subjects kllcrosoft to any regulation or reqUiremeni not generally applicable to buslnesses operating in the Jurisdiction; (2) presents i hardship for Microsoft to continue operating the Online Service without rriodfflcaflan„ andlor (3) causes Microsoft to believe these terms or the Online Service: may conflict with any such requirement or obligation, f 11. Program updates,, Microsoft m ll� ' may make changes to tifs program Mal wifl make it necessary for Customer and its Enrolled Affiliates to enier into new agreements and Enrollments at the time of an Enrollment renewal, 7. Use, ownership, ri,ghts, an I d restrictions. I a. Products, Unless omerwlse specitied to a supplemental agreement, use of any Product is governed by the Use Rights s�ecific to ead'i Product and version and by the lerrns of the applicable supplemental agreenient, b. Fines, Facia Fix ls licensed Linder the s8me leans as the Product to which It applies, If a Fix is TICIt provided for a specific ProdLlCt, any Use rights Microsoll provides Wth the iFix will apply. c, Non -Villicrosoft soften are a nd technology, Enrolled Alfifiale is solely responsihle I'm, any non - y Microsofl software or technology that it Inslalls or ors e-swilh the PI'DC10S, er r rlXeS. r7 q ,e C, Darkioienl X20-10209 Page 102 of 224 01, Restrictions. Enrolled Affiliate 1110st riot (and is riot licensed to) (1) reverse engineer, decompile, or disassemble an Product or Fix; (2) Install or use nori-fAicrosol'I sciflware or technology in any way that would subject Microsaft's intellectual property or technology to any other license terms$ or (3) wo I ek around any technical flinflations, in a Product or Fix or restrictions In Product documentation, Customer most not (and is not licensed to) () separate and run pads of a Product or Fix oil rniore than One device, upgrade Or downgrade parts of a Product or Fix at different times, ortransfer ports of a Product or Fix separatolyn or (di) distribute, sublicense, rent, iease, lend and Products or, Fixes., In whole oir iii part, or use therm to ciffer hosting services to a tlrird party. e, Reservation of rights. PrOdUrtS and Fixes are protected by copyright and Oliver intelleCILIN properly rights Wws and inlerhational treaties. Microsoft reserves all rights, not expressly granted in this agreement, No rights will be granted or implied by waiver or estoppel, Rights to access Or arse Software on a rJevice do not give Customer any right to lil-rplernent Microsoft patents or other Wcrosofl lo[ellectual property In the device itself or to any other software or devices. "Confidential Informaiiion" is non-public information that Is desi ' gnated 'confidential" or, that a reasonable PefS,011 Should underst6nd is confidential, including Customer Data. Confidential Information does not lrickKle inforination that (a) becomes publicly available wflhoul a breach of lhis agreement, (b) the receiving party received laWfUlly from another source withoW a confidenflalfty obligation, (c) is independently developed, or (d) is a cornwreM or suggestion volunteered about the other party's business. products or services. Each party will take reasonable steps to protect the other's Confidential Information and Will use the other party's Confidential Information only for purposes of Ole parties' business relationship, Nafther party will disclose that Confidential Information to third parties, except to Its employeas,Affiliaies, conlractors, advisors, and consultants ('Reforesenthfives') and then only oil a need-to-knnw, basis Linder nondisclosure obligations at least as protective afi this agreonlent, Each party remains responsible ror the use of Ilia Confidential Information by its Representatives and, in (lie event of discovery of any unakahorized use Or djSCIOSL]re" alust promptly notify the other party. A party may disclose the other's Confidential information if required by law; but only afler it notifies the other party (If legally permissible) to enable the other party to seek a proleefive order-. Neither party Is re(JUIred to restrlft worla ass!'grinrients of its RepresenlaUves who have had access to Confidential Information. Each party agrees that [lie use Of information retained In Representatives' unaided memories in the development or deployment of thepartjes'respecIive products or services does not create liabilily under Oils Agreement or irlade secret law, and each party agrees to fln* what it discloses to the other accordingly. I These oblilqilions apply (i) for Customer Data unit it is deleted frorn [lie Online Services, and (ii) for all olher Confidential Information, for a period of five years after a party receives the Con5clenOal Information. Privacy and compliance with laws, a. Enrolled' Affiliate (*nsents to the processing of personal information by Microsoft and its agents, Ica facilitate the subject malter 'of thls Agreement, Enrolled Affiliate wilt oblairl all 1equirecl consents from thlircil parties unclk applicable privacy and data prolecfion lavw, before providing personal inforipation to Microsoft, h. Personal hiformation collected under this agreement (i) rnoy be transferrad, stored and processed in the UnJad Slates or any other country In which Kcrosoft or its service providers maintain facilities and (Il) will be subject to file privacy terms specified in file Use Rights, Nlicrosofl will ablde by the reqoirQrT)ent5 of Europearr EcoriornicArea and Swiss data protection Page 7 of $ 1 Dbculpnot X20A02CC-1 Page 103 of 224 law regarding the collection, Use, transfer, retention, and other processing of personal data I'mm [lie European Fconomiol Area and Swltzerland, c, U.S. export, Products and Fixe I s are subject to U.S. export jurisdiction. Enroiled Affiflate 1111-1st comply with all applicable international and national IaWS, indLiding the U,S. Export Administratiwi Recdolations und'Interno6orial Traffic, in Aims R%jLflations, and end -Loser, end kise and destination restrictions ' iSSUed by U,S. and' other govPrnments related to IXdrosoft products, services and technologies, 10, Warranties, a, Limited warranties and remedies, (i) Software. Microsoft warrants that each version of the Software kvIll perfornn substantially as described in the OPPliCable PfOdLICt documentation for one year from the date the Enterprise i:s first licensed1for that version. It it does not and the Enterprise notifies Microsoft Within the warrarity leun, lhen Microsoft will, at its option (1) return the price Enrolled Affiliate paid for the Software license, or (2) repa!ir or replace [lie Software, (H) Online Services, M,Icr,osofi warrails that each Online Service will perform in accordance W11h the applicable SLA divInq the Erfl0rf)rN'e'G Use. The Enterprise's remedies for breach of this warranty are in [lie S ' LA, The remedies above are the Epterprise's sole: remedies for breach of the warranties hi this sechon. Customer valves any breach of warranty ctalrns not made during the warranty period, b, Exrlusions. The warranties in'th"is agreement do not apply to problorns caused by accident, abuse, Of rase In a, manner Inconsistent with Ifils Agreement, inckiding falltffe to meet nflnimurn System re(jLlirernents, These 1wariantie!; do not apply to free, trial, pre-rele-me, or beta products, or to components of ProdLICtS that Enrolled Affiliate is permitted to redistribute. c. Disclilmer. Except for the'llimIted warranties above, Microsoft provides no other M@Vrailtles Or conditions and disclairns any other express, Implied, or Statutory warrintles, inctuding war-ranti - es of quality, title, non -infringement, merchantability, and fitness for a particular purpose. 11, Defense of third party claims., The parties will defend each other against the third -party claims (tescribed in this section and will pay the arnCiLint of any resulting adverse final judgment or approved netflerilent, but only if the defending party is promptly nofified in writing of the c4nn and li'as the right to control the defense and any settlement of lt, The party beling defended Must provide the defending party v4th all requested assistance,, information, and authority, The defending party wfll reirnblirse the other party forreasoriable out-0f-pocket expenses it incurF, in providing assistance, This section describes the parCes'so[e rernedies and entire liability for such claims, a. By MIcrosofL Microsoft will def I end Enroiled Affiliate against any third -party claim to the extent it alleges that a Product or Fix made avaHable by Microsoft for a fee and used within the scope of the license granted (unmodifil d frorn the form provided by Microsoft and not combined with anything else) misappropriates a trade secret or directly Infringes a patent, copyright, traidennark or other proprietary right of a third party. If Microsoft is unable to resolve a clairn of infringement Under commercially reasonable terms, it may, at its option, either (I i inocfify or replace the Product or Fix with a functional equivalent; or (2) terminate Enrolled Affiliate's license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination dale, Microsoft willinot be stable for anyclatnis ordarnages due to Enrolled Affiliate's continued Use of PrOcUrt or Fix after being notified to stop due to a third-partyOaim. 1), try Enrolled Affiliate, To the dxten t permItled by ap pI ica We law, EnroflodAffiliate willdefend Microsoft against any third-paity ctaini to Me extent It afleges that: (I) any CLIsLonier Data on UA20 11 16) Paget 8 of I i DocuniW X20,1 02 GO Page 104 of 224 non-Kcrosoft software hosted k17 an Online Service by Microsoft on Enrolled Affiliate's behalf misappropriates a trade secret or directly infringes a patent, copyright, Irademark, or other proprietary right of a third party; or (2) Enrolled AffifkltO'S USO of arry Prodkicl or Fix, alone or in combinotion vMh anyihing else, violates the law or darnages a third pady, 12, Li'mitation of liability. For each Piroduct, each party's maxiII11.1111, aggregale liability to the other under this Agreement is Jivnited to direct damages finally awarded in in arno-unt not to exceed the anmUrlts Enrolled Affillate was required to pay for the appficabic products during (hie term of thi,, Agreement, subject to the following: a. OnOe Services. Por Onfine Services, MiCrOSOWS PlaXil-nUrn liahility to Enrolled Affiliate for any incident giving rise to a clajrr will not exceed the aMOLint Enrolled Affiliate hair{ ior the Online Service during the 12 imonths before the incident, b. Feco Products and Dlstrlbutal� ' le Code, For Products provided free of charge and code that Enrolled Affiliate is aulhorlzed to redistribute to thlrd partles without separate payment to Microsok Microsoft's liability is flmilicil to direct damages finally awarded up to USS5,1000. c. Exchisions. In no event Will either party Le liable for indirect, incidental, spec,!@9, punitive, or conSeClLlOnti0i; damages, or for Io,-,!s of use, loss of business information, loss of revenue, Or interriLlption of business, however caused or on any theory of liability, I 0. Exceptions. No lirnihition oi, ex° losions iivift apply to liability arising out of either party's (1) confidentiality obfigations (except for all liability related to Cuslonier Data, wNch will rernain subject to [lie limitations and exclusions above,p; (2) defense obligations; or (3) violation of the other party's intellectual property rights. 13, Verifying compliance. a. Right to vcrity compliance. Enrolled Affiliate must keep records relating to atl rise and distrilbLMOH of Products by Enrolled AffiNite owl its Affiliates. Microsoft has the right, at Its expense, to the extent permilted by applicable Iaw, to verify compliance wfth the Products license ternis, Enrolled Afflk4e mijisl promptly provide the Independent auditor with any information the auditor reascinibly requests in furtherance of the, verificalion, Including access to sysleoin& running We Products and evidence of Ucenses for Products Enrolled Affiliate hosts, 51.11nHicenses, or ffisliibules to 1hW parties. Enrolled Affiliate agrees to complete Microsoft'. self -audit process, which Wicros I oft may require as an alternative to a lihird party audit, b. Reiriedles for non-compliance. If verification or self -audit reveals any Unlicensed tine or Osilribufici Olen within 30 days', (1) Enrolled Affiliate must order sufficient Licenses to cover that use Or distribution, and (2) if unlicensed ose or dishibution is 5% or rnore, Enrolled Affiliate must reimburse Microsoft for tihe cost Microsoft has InCLirrecl in verification and acquire the necessary id(kional licenses at '125% of the price based on the then current prlce fist and Enrolled Affiliate priice level. Th6 unkensed use percentage is based on the total number of licenses purchased compared to actual Install base, if there is no unlicensed Use, Microsoft vJ11 not Subject Enrolled Affiliate to lanother verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this Agreeiineml or to paroled its intell I 8ctual property by any other means permitted by law, ca Verification process. Microsoft wN notify Enrolled Affiliate at least 30 days in advance of its intent to verify Enrolled AffiIiiate"s compkince with the ficense lerms for the Products. Enrolled AffWaie and its Affiliates use or distrfl)Lgte. Microsoft will engage an independent 01.4difor, which wN be subject to a confidpritialfly obligation, Any Information collected in [lie self -audit will be used solely for purposes of del " errnInhig compliance. This veriricakon will take place during normal business hours and in a nianner that does, not interfere Unreasonably with Enrolled Affiliate's operations, K-A20 1 GApt (t I`Hg! q 0 1 1 0c,cuTieni X2.0-102M Page 105 of 224 14., Miscellaneous, I a. U-qe of contractors, rvilcrosaft MOY LiSe contractors to perform seRerces, bL11 wild be restionsible for their performance subject to the terms of this Agreement, la, Microsoft -,is independal)f contractor, The parties are independent contractors. Fnrollecl Affiliate and Microsoft each may develop JA"OdUCtS independently wlHiaut using the other's Confidential Information, c, Notices, Notices to Microsoft nj I ust bu- sent to the address on the signature' form, Notices must he in writing and will be treated as delivered on the dale shaym on the relurn receipl or on the courier or fax confirina6on of delivery. Nficrosoft may provido infornialiDn to Enrotlod Affiliate about lipcoming ordering deadlines, services, and subscription information in edectroiiic to"rin, including by email to contacts provided by Enrolled Affiliate, Entails will. be Created as clehvered on the transmission date. ck Agreernent not RXC1IL1SiV(-. CLI[slomer is free to center into agreements 110 ficen&B, L*e or promote non -Microsoft prodLICtS, P, Amendments. Any,aimendmetit to this Agreement MUst be executed by bolli parties, except that Microsoft may change the Product Terms and the Use Rights frorn time to time In accordance vdth the tennis of this Agreerneni. Any oonflic(ing terms and condition-, contained in an Enrolled Affijiate's purchase order will not aplity. Microsoft rriayreqLflre Customer to sign a new agreement or an aniendin'ent before in Enrolled Affiliate enters Into an Enrollment under this agreement, I f. Asstqnrnent, EitherpEirly niq assign this Agreement to an Affillate, 'fact 1111.151 notify the other party in vvi-Wng�of the assigniiiiaht- Any other proposed assignment must be approved by the non -assigning party in writing, Assignment will not relieve the assigning pa[ty of its obligations Linder the assigned agreenrient Any attempted assignment without fe(lWred approvai vufli be void. I 9. Applicable law; dispLite resial6tion, The terms of this, Agreement wi4 be governed by the to wS Of GUSMIMWS StMe, W4110rit giving effect to its conflict of laws. DiSpLiteS relating to this Agreement Will be subject to apt wnl licable dispute resolution laves of Custoei's state.. h. Sever-ablIfty, If any provision Wthis, agreement is field to be the balance ()f t1le lgreement W11 rernain in full force and effect. I il, Walver. Failure to enforce any' provision of this agreement will not cnrislikite a waiver, Any waivermust be in writing and signed by the wai0lig party, No third -party belleficlarles. �Thl,5 Agreement does not create any third -party baneficlary rights, K Survival. All provisions survive termination or, expiration Of this Agr(,eme4)t except those requiring performance cniy during the teen of the Agreement, l, Management and Reporting. Customer and/or Enrolled Affiliate may ni,anage account detailsI (e,g., contacts, orders, Ucenses, sollware downloads) on Microsoft's Volume Lioensirig Service C enter ('-VLS&) web site (or successor site) at: httpsJ/ww v iii,cro3oft.com! Upon the efrective elate of this Agreement and any Enrollmen1s, the identMed for this purpose wig be provided access to this site and may authorize ndditiOnOl Users and contacts. m, Order of ' precedence. to the case of a conflict between any documents 'in this Agreerrient that Is not expressly resolved in those documents, their terms will cant ral in the following order from Wohest to lowest priorjty(1) this Enterprise Agreement. (2) any Enrolment, f3) the Product Terms, (d) the Online Services Terms, (5) orders submitted under this Agreement, and (6) any other documents In this Agreeilient, in an aniendinevit conti3O over the amended docurnent and any prior ampu(hinents oc)ncerning the same subject matter, EA210 I 9 6) rage. i o of i i Dorunit,nl X20� 102(r,3 Page 106 of 224 n. r-ree Products. It is microsoft's intent th@1 the terns of this Agreement and thu- Uw, Rights be In compliance will) all applicable federal law and regulations, Any free PFOCIUCt provided to Enrolled Affiliate is for the sole L I ise and benefil of the Enrolled Affiliate, and is not provided for Use by or personal benefit of any specific government employee. 0. Voluntary NOCILICt Accessibility Temj)Wes. Kcrosoft supports the government's obligation to proWe accessible technologies to its citizens with disabMies as required by Section 50B of the lRehabilitatbri Act of 1973, and its state lavj counteriparls. The Voluntary Product N;cesNibility Templates ("VIDATs") for (lie Microsoft lechnologier, used In providing the Onbne Services can be fOUnd at Mcrosoft's VPAT page, Further infoimalJon regarding Idicrosoft's commitment to accessibility can be found at I)tlp../Iwwvi.n-dci-osofil.cornlei)able. p. Natural disaster, In the er)e'nt of a "natural disaster," Microsoft may provide additional assistance 6r rights by posting them on at such firne. q. Copyright violation. Except °as set radii in the section above entitled "Transferring and reassigning LiGooses", the Enrolled Affiliate agrees to pay for, and comply with the terms of this Agreement and the Use Rights, for the Products It LISIBS. Except to the extent Enrolled Affiliate Is llrpnsed under Ihis Agreem6nl, it will he responsible for Ils breach of this conlract and violation of Micrasaff's copyright in the Products, indU&ig payment of License feet; specified in this Agreement for unlicensed use, E:A20 ION Pape 11 of I I OMann(ml X21'1- 10209 Page 107 of 224 Mict-050ft Volurne Lic,:erlsing This form can be used In rombinaloin with WSA, Agreement, and GnrcVment/Reqlsfiratioir. However, a Separate (CM Must be SUbrnijted for each enrollment1registration, when more than one is submitted an a signature form. For Me tsLKPOSeS Of this form, 'entity" can mean the signing entity, Custimner, Enrolled Affifiale, Govemntl)Wf P@riner, lr)$14100n, or oilheir party etilering Into a viciunie licensing program agreement, Primary and Notices contacts in this foram will not apply to enrollments or regisilralions. This foram appfie5 to: El MBSA ®R Agreement roflnient/Affl E] Eniliiate Regirs'Iralion Form insert primary entity narrie if more Mon One Enrolhilerifflegis1ralion Form is submitted Contact information. Each party will notify the other in writing if any of the information in the following contact information page(s) changes. The asterisRs (') lndlc�ie rOCILIlred fields: if the entity chooses to designate cillier ii types, the same required fields must ime cornpleted for each section. By providing contact infornialion, entity consents to its use fair PLIfP050S of administering the Enrollment by Miorosaft and oth r e parVes lhat help f0ir-rosoft administer this Fnrollrnenl, The personal information provided in connection with 1his agreement viiill be trsed and protected according to [lie privacy siatement avaiia:We at 1. Additional notices contact, This contact receives all notices that are sent from Microsoft, No online access is granted to -this indivIduai, Name of ontity' County of Riverside Contact namel: First Regina Last rund"iburk Contact email address* RFunderbur1(,0,rivro,cq Street address` 3450 14th Street, 4(h 6ci City* Mverside State/Province* California iPostal code" 92501-3861 Country* USA Phone' 951-955-2265 Fax Ej This contact is a third party (not the enitity). Warning; This contact receWes person.111V identifiable information of the entity. I 1 2. Software Assurance mana'ger. This conlart wW reoevo online permissici to inarrage the Soflwarv. Assw,ance benefits uircler" time Enrollment or Regishraijorl. Name of entity" County of Riverside Contact name'�: First Regina Last Funderburk Contact ernall address4 RFunCIer1)0rl(@riVCO.0rq Street address* 3450 14th Street, 41h Floor, City" Riverside StjitaPI-oviflce, Calfforjjja Postal codel 92501-386 1 "ape I a C I Page 108 of 224 Country' USA Phone' 'J51 -r q5-2265 Fax n This contact Is a third party (not the entity). Warning: This contact iece'ives personally identifiable informalion of the onlity. This contact will assign MSDN, Expression, and TechNet PkIS SUbscrlptaon licenses to the Individual subscribers Linder this Enrollineril or RegishatiDI), Assignment of the subsoflpflon licenses is necessary for acces% to any of the online benefits, si,ich as subscription downloads. This conl@ct will, also manage any conilArnenlary or additional inedia purchases re&ated to Iliese subscriptions, Narne of entity' County of Riverside contact natne*, First Regina Last Fonderbwk Contact ernail address' RFunde0)mk@dvco.orq Street address* 3450 11401 Street, 411) Floor City* Riverside Stite/Prcrviticu' Californma Postal code' 92501-3861 Country* USA Phone* 951-955-22(35 Fax D This contact is a third party, (not the entity). warning: 'this contact receives, personally identifiable information of the entity. 4. Onfine services manager. This conlaO will be provkle.d ojik)e permissions to nianaoe the online services ordered under the Enrollment or Registration, Nanie of ei)fityo County of Riverside Contact name": First Luis Last Flores Contact eninif address* LFFiores@rivco,orq Street address' 3460 141ij Street, 41h Fl()or City' Riverside State/Province' California Postal cocie' 92501-3861 Country'" USA, ' Phone*951-955-8,114 Fax El TNs contact is a third party (not the entity), Warning: This contact receives personalty identifiable inforni-ahlon of the entity. 5. ustainer Support Manager (CSM), This person is designated as the Customer support Manager (CSM.) far SLipporl-reWed activities, Naine of eatlty* County of Riversi<le Contact name': First Luis Last. Hares Contact wriail address* LFFloresearivco.org Street address' 3450 14(h Street, 4th Floor City' Riverside StatelProvincel California Postal code' 92501-3�861 Country' USA Phone" 951-955-8114 Fax & Primaq contact information. An individual front Inside the orgalliZatioll MUSt serve as the primary contact. This contact receives online admin[sirat-or permissions and may grant online access to others. This contact also receives all notices unless Microsoft is provided written notice of a change. Name of ootity' County of Riverside PD.QL' 2 Lif Lk Page 109 of 224 Contact naMe: First Jim Last Smith COntact emilladdress' jimsplith@rjrif.,).org Street address' 3450 14th Street, Ith Floor City' Riverside State/Province* CA Postal code* 9250,1-386,1 Cotintrv' US Pllionpll 951-231-5909 Fax 7. Notices contact and online admit i istrator information, This 1ndiVWLMI 1VCeiv(-.s ()nline permissions aild may gront 0ohne accoss to others. This contact MSO PRC6Ves all notices, [C] Same as p1hrmlyconfact Nairle of ontityl Contact nanW: First Last Contact Oinail address" Street address' City, State1provincO4 Postal code, Couritry' Phone, Fax 0 This, contact is a third party (not the entily),'Warning, This contact receives personally klentiflable lnformntlon of the entity. SUP(01 Oad I H fOr (Ir ii I (NA) N DW (E NO;) ((kl 2(11311 Page a of 3 Page 110 of 224 Microsoft Document Headersh�eet * 'phis is for informational purposes only * MSEM (MSLI 5-0000004275258 Tracking Number), Do not modify the formatting or spacing of this Form above this text SubsidiaL)L.' Country United States LAR/LAD/ESA: Insight Direct USA, Inc, EmlqmnLers�mon EA 6 2016 Account Mang.�r Name / Alias: (Scanning Code) ACCOUN�T': Coun,ty of Riverside Outsourcer Name: Business Agreement Number: Master Agreement Number 8084445 Agreement Number, Purchase Order Number 812312019 9:42:40 PM Page 111 of 224 1, Microsoft Amendment to Contract DOCUments Njm1cmew Numbvi Volurne hcen-sin�j 004-kayleecl-S-opt Thi,,; vino ndmont {"Amendment") ns entered into belween the, parties Identified on the al1ztched progrini siqnalure It amends the Enrolhiieni or Agreement iderifified above. All terms Lmed W nod dofined In this Arnenchrient will have Pie saine meanings pi-oMed In that EnroHrnenl or Agmernent. Enterprise Agreement Custom Terms CTM 1. Section 0a. "Form", Is hereby aniencled and restated as follows; a. Term, The term of IhIs Agreement will rern-ain In effect sinless terntin' aled by either, party ,98 described belavi. E.inh Enr"olhripril will Nave the Ifrin provided in that Enrollmonl, 2. The Pricing that Wcrosofl vAl Offer Enrolled Affilkfle.';; ResnVer for Enrollinent.r, effedive. between November 1, 2019 111FOLigh October 31, 2021, and that vdI1 apl* for the entire initial term of such Ena)HrnenNs, is as follows: TrOaL74' Ice amples Include bot are 110t liMited to Level the follovviogll: Enterprise Onfine: Services— Level D P0365 E3 and C5, Friterprise Mohifity -I- (Including Full USLs. i-foal M minus 2% Security E3 and E5, office 365 Enterprise USLs, Add.ons 3rid Step Ups) Level D El or E3, Windows 10 Enterprose El or ES Office 365 PrO PILIS, Windows 10 Enterprise Products E:nterpriise, Ciorr- CAL Suite, Diterprise CAL Suite Additional Products Level D N1365 Pl, N-1365 E5 Compliance, M365 E5 Socurily, Office 365 Fnterfirlso F1, Project. Online, Visio Online Plan I or Plan 2, Dynarnk,,s -365, Azore, SOL Server, Windows Server, etc, Server and Tools Pmfluct Level D SharePoinil Server, S017 S—eFVe—F-VIZ—falit (applies to Server and CIGUd Sorver, Visiml Studio, Core InfrasIroclurc Frirorlments only) Suites, MG. Me vumofesimWdu w1jua seivicus 111-ak are avalzible1r1 eftl:�rffi2 cramietvial of Fjjjprp!j.qe. onljnj-, SpqVareS qfF; M�Mitfi'F'0111 flip Pro dur*Tprms 01h 11incO votopof 'F0* Iii are adde<j. (Ind "todilev'!1ed Qr,-ennovad fi-arn tjpe Djieqxi:,e Exclogions 9ppiy to Iho addilianal 2% 65count nn Entcrpri-,3P Onfinc $ovIr,-.es as follavm Amc:POicwApp v,I 0 C1 fol-CPT•01IT-RIVK EID Page' I (if 2 Page 112 of 224 . The price Usl month that applies to an order is not a factor in delarmining whether [Ile addhonal 21/Z discourit orr Enterprise Orlhile Services may be applied to in order. The only applicable factor 15 the effective date of the I-Enrollinent, . The discotint (roes not apply to any extensions of the Initial Terra or renewal 0 The (,IN-cotwil does not rrppjy Icy any promo0onal SKU9. Enrolled Affijfiate is enifted to Ille iOw6r of the proniolicioll price or discounted price. The price level that applies to Emollmenls effective on or aflerNovenibe( 1, 2021 is Level D for all Products, Tire Reseller and thie Enrolled AffiRme Mil determine [lip- Enr6lled AffilWe's actual price, slid EXCOPI, fOr changes Made by INS Air iendineffl, the Ef wollmeril or Agreenrent idenfified above remains unchanged and in 11.1111 force and effect, If there IS any conflict between any provision in this Amencjrrjerjj a0d any prove siufi ire Ifie Enroll(nont or Agreemenl idf-inlifiod Mime, this Ampridmerd sArafi confrol, endme—Mmust be attached to a, sigriature form to be valid. ficrosoft ItiternRl Use Orllv: ---T-Imf - T -(,-I r - -11C I -Ir - 0-� IT - F -V V 1 7 T RiVOMWe COUntV EA A;Kii�[KW,d11x 10 Amendrmv.Oren vA 0 C7' A-1-PT-OPT-FIO/K DD Flog ? of 2 a Page 113 of 224 I S 2 2 2 2 2 o 00, E s s S . . . . . o . . . . . > o : o c, GIRT411 City Council Agenda Statement ELSEGUNDO Meeting Date: February 7, 2023 Agenda Heading: Consent Item Number: B.9 TITLE: Four -Month Trial and Potential Permanent Implementation of Alternative 4/10 Work Schedule for the Employees Covered Under the Management and Confidential Series of the Administrative Code RECOMMENDATION: 1. Authorize the City Manager to implement a four -month, alternative 4/10 work schedule trial for eligible Management and Confidential employees. 2. Authorize the City Manager to permanently implement the alternative 4/10 work schedule for eligible Management and Confidential employees upon successful conclusion of the four -month trial. 3. Alternatively, discuss and take other action related to this item. FISCAL IMPACT: Management and Confidential Employees are provided with paid holidays recognized by the City in the Administrative Code. Employees are paid the number of hours they are scheduled to work on the day the holiday is observed. Converting to a 4/10 schedule will result in a 10-hour workday, totaling 40 hours. There will be one additional hour of holiday pay for each recognized holiday and one less hour of regular pay for the work week, still totaling a 40-hour work week. Depending on the number of employees electing to participate, the impact would be a maximum of 41 employees receiving an additional hour of holiday pay for Presidents' Day and Memorial Day. As a result of this action being approved, there would be no fiscal impact on the FY 2022-23 Budget or subsequent years' budgets, as there is no additional expense related to this action, only an accounting entry to the financial statements increasing the liability for accrued holiday pay. No additional funding is required. BACKGROUND: In response to employee feedback from open meetings with the City Manager, an Page 115 of 224 Alternative 4/10 Work Schedule Trial February 7, 2023 Page 2 of 4 alternative 4/10 work schedule trial for eligible Management and Confidential employees is proposed. Currently, there are forty-four (44) Management and Confidential employees with forty-one (41) eligible for the trial. The three (3) Battalion Chiefs work a specialized schedule based on 24-hour workday to support fire operations and would be ineligible to participate. Most Management and Confidential employees work a 9/80 schedule. A 9/80 schedule compresses the standard five-day workweek with 80 hours worked over nine days instead of 10 days. Employees work nine hours per day Monday through Thursday and eight hours on alternating Fridays. A 4/10 work schedule further compresses the standard five-day workweek into four days. To ensure service levels to the community are maintained, employees would work 10 hours per day Monday through Thursday or Tuesday through Friday. During the trial, there will be no change to business hours at City facilities. The purpose of offering a 4/10 work schedule trial is to increase employee engagement and morale, encourage work -life balance, and provide easier commute times, all objectives that align with the City's Strategic Goal 3 to, "promote a quality workforce through teamwork and organizational efficiencies." DISCUSSION: Staff recommends the City Manager be authorized to implement a four -month, alternative 4/10 work schedule trial for eligible Management and Confidential employees the pay period beginning February 23, 2023, and if successful upon completion, to permanently implement the alternative 4/10 work schedule for eligible Management and Confidential employees. The following provisions will apply during the trial period: • Participation in the alternative 4/10 work schedule trial is voluntary, open only to employees in the Management and Confidential group (except employees in the Fire Battalion Chief classification) and may be ended at any time. • Management and Confidential employees that do not want to participate in the alternative 4/10 work schedule trial may remain on their current work schedules. • City Hall and other facility hours will remain the same during the trial basis. If the trial becomes permanent, City Hall and other facility hours may be reevaluated. • Work schedules will be either Monday through Thursday, 7.00 a.m. to 6.00 p.m. OR Tuesday through Friday, 7.00 a.m. to 6.00 p.m. Employees wishing to participate in the 4/10 who are unable to work these hours may request alternative start and end times (i.e., 7.30 a.m. to 6.30 p.m., 6.30 a.m. to 5.30 P.M.). Page 116 of 224 Alternative 4/10 Work Schedule Trial February 7, 2023 Page 3 of 4 • Employees can request a Regular Day Off (RDO) of either Monday or Friday. Approval will be granted by the Department Director based on operational needs and seniority. • Selected and assigned schedules will be for the duration of the trial period unless unanticipated or unusual circumstances arise that cause staffing needs to change as determined by the Supervisor and Department Director. • Requests to withdraw from, or re-enter the 4/10 trial, will be evaluated and determined by the Department Director in consultation with Human Resources. • During the 4/10 trial, employees no longer occupying an eligible Management and Confidential position, will be ineligible to continue on the 4/10 schedule in their new position. A successful trial of the alternative 4/10 work schedule will have maintained the level of service provided to internal and external customers (i.e. no increase in complaints regarding reduced service or responsiveness from employees participating in the trial) and will have created no coverage problems such as unacceptable levels of absenteeism, or a decrease in general productivity (i.e., the amount, quantity and quality of work as determined by Department Director). Success will also be measured by the number of Management and Confidential employees electing to participate. The alternative 4/10 work schedule trial is in alignment with Strategic Plan Goal 3, to "Promote a Quality Workforce through Teamwork and Organizational Efficiencies" and Strategy A to "Institute methods to improve our competitive edge to hire and retain top talent", Strategy D "Institute methods of understating employees' interests and needs regarding training, job satisfaction, and engagement to aid in employee development, retention and succession planning", and Strategy E to "Support initiatives designed to improve the overall health, wellness and safety of employees." CITY STRATEGIC PLAN COMPLIANCE: Goal 3: Promote a Quality Workforce Through Teamwork and Organizational Efficiencies Objective: El Segundo is an employer of choice and consistently hires for the future, with a workforce that is inspired, world -class, engaged and innovative. PREPARED BY: Rebecca Redyk, Human Resources Director Page 117 of 224 Alternative 4/10 Work Schedule Trial February 7, 2023 Page 4 of 4 REVIEWED BY: Rebecca Redyk, Human Resources Director APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: None Page 118 of 224 GIRT411 City Council Agenda Statement ELSEGUNDO Meeting Date: February 7, 2023 Agenda Heading: Consent Item Number: B.10 TITLE: Government Finance Officers Association (GFOA) Award for Excellence in Financial Reporting RECOMMENDATION: Receive and file the Government Finance Officers Association award for excellence in financial reporting for the City's Fiscal Year 2020-21 Annual Comprehensive Financial Report. 2. Alternatively, discuss and take other action related to this item. FISCAL IMPACT: N/A BACKGROUND: The Government Finance Officers Association (GFOA) established the Certificate of Achievement for Excellence in Financial Reporting Program in 1945 to encourage and assist state and local governments to go beyond the minimum requirements of generally accepted accounting principles to prepare annual comprehensive financial reports that evidence the spirit of transparency and full disclosure and then to recognize individual governments that succeed in achieving that goal. A Certificate of Achievement is valid for a period of one year only. Staff will continue to strive for excellence in order to meet the Certificate of Achievement program requirements in future years. This is the sixth consecutive year the City has received this award. DISCUSSION: GFOA awarded the City of El Segundo the Certificate of Achievement for Excellence in Financial Reporting for the City's FY 2020-21 Annual Comprehensive Financial Report. Page 119 of 224 GFOA Award February 7, 2023 Page 2 of 2 The award represents a significant and continuing achievement by the City. It demonstrates the commitment of the City Council and staff to meet the highest principles of government financial reporting and reflects the City's philosophy of transparency to its residents and other stakeholders. CITY STRATEGIC PLAN COMPLIANCE: Goal 5: Champion Economic Development and Fiscal Sustainability Objective 513: El Segundo approaches its work in a financially strategic and responsible way. PREPARED BY: Joseph Lillio, Chief Financial Officer REVIEWED BY: Joseph Lillio, Chief Financial Officer APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: 1. GFOA Announcement of Award 2. GFOA Press Release Page 120 of 224 Govc.rninent Finance Officers Association 20'1 Nouth I,s dlc Slrcct, Suits 2700 Chicago, IIhnok 606M MO 112,977.9,700 fim 312.977.4806 1/17/2023 Drew Boyles Mayor City of El Segundo, California Dear Mayor Boyles: We are pleased to notify you that your annual comprehensive financial report for the nine months ended June 30, 2021 qualifies for GFOA's Certificate of Achievement for Excellence in Financial Reporting. The Certificate of Achievement is the highest form of recognition in governmental accounting and financial reporting, and its attainment represents a significant accomplishment by a government and its management. When a Certificate of Achievement is awarded to a government, an Award of Financial Reporting Achievement (AFRA) is also presented to the individual(s) or department designated by the government as primarily responsible for its having earned the Certificate. This award has been sent to the submitter as designated on the application. We hope that you will arrange for a formal presentation of the Certificate and Award of Financial Reporting Achievement, and give appropriate publicity to this notable achievement. A sample news release is included to assist with this effort. We hope that your example will encourage other government officials in their efforts to achieve and maintain an appropriate standard of excellence in financial reporting. Sincerely, Michele Mark Levine Director, Technical Services Page 121 of 224 ' ( , FOR IMMEDIATE RELEASE 1/17/2023 For more information contact: Michele Mark Levine, Director/TSC Phone: (312) 977-9700 Fax: (312) 977-4806 Email: mlevine a)gfoa.org (Chicago, Illinois) —Government Finance Officers Association of the United States and Canada (GFOA) has awarded the Certificate of Achievement for Excellence in Financial Reporting to City of El Segundo for its annual comprehensive financial report for the nine months ended June 30, 2021. The report has been judged by an impartial panel to meet the high standards of the program, which includes demonstrating a constructive "spirit of full disclosure" to clearly communicate its financial story and motivate potential users and user groups to read the report. The Certificate of Achievement is` the highest form of recognition in the area of governmental accounting and financial reporting, and its attainment represents a significant accomplishment by a government and its management. Government Finance Officers Association (GFOA) advances excellence in government finance by providing best practices, professional development, resources, and practical research for more than 21, 000 members and the communities they serve. 203 NORTH V- ,SA LIE. STREET, SWTE 2700, CKICAGO, GL_V_R OIS 606 1-.1210 Page 122 of 224 GIRT411 City Council Agenda Statement ELSEGUNDO Meeting Date: February 7, 2023 Agenda Heading: Public Hearings Item Number: C.11 TITLE: Adoption of Annual Community Development Block Grant Program Project Selection for 2023-2024 RECOMMENDATION: 1. Adopt Resolution approving a new 2023-2024 Community Development Block Grant ("CDBG") Project entitled, "El Segundo Library Park American with Disabilities Act (ADA)-Compliant Pathway Project," and appropriate 2023- 2024 CDBG funds estimated at $62,337, plus prior, unspent CDBG funds in the amount of $77,802 for a total project budget of $140,139. 2. Authorize the City Manager, or his designee, to execute all contracts, in a form approved by the City Attorney, with the Los Angeles County Development Authority ("LACDA"). 3. Alternatively, discuss and take other possible action related to this item. FISCAL IMPACT: Included in Adopted FY 2022-23 Budget Amount Budgeted: $140,139 Additional Appropriation: None Account Number(s): CDBG Fund 111-400-2781-8441 BACKGROUND: Each year, Community Development Block Grant ("CDBG") funds are allocated to cities by the Federal Housing and Urban Development Department ("HUD") and administered by the Los Angeles County Development Authority ("LACDA"). Participating cities receive federal funding based upon the total number of cities participating in the County's program, census population counts, estimates of poverty, overcrowding and aged housing stock. The City of El Segundo has participated in the Los Angeles Urban Page 123 of 224 Annual CDBG Project Selection for 2023-2024 February 7, 2023 Page 2 of 4 County's CDBG Program since 1986. On May 19, 2020, the City Council approved a Cooperation Agreement with LACDA to continue participating in the Los Angeles Urban County CDBG Program for a three-year period beginning July 1, 2021 through June 30, 2024. 2023-2024 will be the final year of the current three-year funding cycle. The City's estimated CDBG funding allocation for Fiscal Year 2023-2024 is $62,337. This is a planning estimate only; LACDA will confirm the City's final FY 2023-2024 CDBG allocation in the spring of 2023. The City did not implement a 2022-2023 CDBG project. Unallocated, prior year CDBG funds of $77,802 may be appropriated along with the City's new 2023-2024 CDBG allocation for a total estimated CDBG Program budget of $140,139. On January 17, 2023, City Council considered the proposed pathway improvements located at Library Park. Prior to continuing the item to the February 7, 2023 City Council meeting, deliberation included concern over the following items (addressed below): • The pathway leading to the patio immediately off Mariposa St. • Library Park art installation and activation • Potential obstruction that handrails may present to sports activities in the park • Potential obstruction that the handrails may present to the view of the concert in the park performances DISCUSSION: The City typically uses its CDBG funds to ensure compliance with Americans with Disabilities Act ("ADA") requirements. Since 2007, CDBG funds have supported the installation of approximately 325 ADA-compliant accessible curb ramps throughout the City, construction of ADA-compliant improvements at City -owned parking lot facilities, and currently, the City Hall ADA Restroom Improvement Project. Construction of an ADA-compliant accessible pathway project is an example of an eligible activity under the CDBG Program. In particular, constructing an ADA-compliant pathway at El Segundo Library Park will increase pedestrian mobility throughout the park, promote safety improvements, and allow unobstructed paths of travel for elderly and severely disabled persons to successfully navigate Library Park. Generally, the project will include demolition and removal of existing asphalt to construct an accessible concrete pathway, a concrete curb with metal hand railing, and eight ADA-accessible curb ramps. Page 124 of 224 Annual CDBG Project Selection for 2023-2024 February 7, 2023 Page 3 of 4 This project is consistent with the City's Capital Improvement Program and will be included in the FY 2023-24 City budget. A combination of Gas Tax and Measure M funding will be budgeted in FY 2023-24 to cover any shortfall in funding for the project. Following discussion at the January 17, 2023 City Council meeting, the following items are further clarified: • The pathway leading to the patio immediately off Mariposa Street o The pathway leading to the patio area located immediately off Mariposa St. is included in the proposed scope Library Park art installation and activation o This previously approved project has been postponed until further study of the art installations in and around the park Potential obstruction that handrails may present to sports activities in the park o Shown in the attached exhibit, handrails are located (indicated as points "A", "B", "C", and "D") in the following locations: o Points "A" and "D": Along the western and southern periphery of the park, respectively, providing direct access from the street parking into the park. Both are currently boarded by hedges or cinder blocks, and are on a slope between 7-9%. o Point "B" & "C": Immediately adjacent (north/west) to the primary gazebo and between the library building and the primary gazebo, respectively. Located on a slope between 7-9%. Both will be designed to reduce the grade in order to circumvent the need for a handrail. Potential obstruction that the handrails may present to the view of the concert in the park performance o The proposed handrails (points "A", "B", "C", and "D") are located along the perimeter of Library Park, at the top of a slope, or adjacent to an existing structure where there would not be view obstruction of the typical stage location at a lower elevation adjacent to Main Street. o Point "B" & "C": Both will be designed to reduce the grade in order to obviate the need for a handrail. The requested action from City Council is to approve the use and allocation of CDBG funds for the proposed project at Library Park. This approval does not include the actual design of the improvements, which will require further analysis and engineering. Should the City Council approve the allocation of CDBG funds for the ADA improvements to the walking path at Library Park, staff may utilize additional funding sources through Gas Tax or Measure M to cover any increase in cost. Page 125 of 224 Annual CDBG Project Selection for 2023-2024 February 7, 2023 Page 4 of 4 CITY STRATEGIC PLAN COMPLIANCE: Goal 4: Develop and Maintain Quality Infrastructure and Technology Objective 4A: El Segundo's physical infrastructure supports an inviting and safe community. Michael Allen, AICP, Development Services Director REVIEWED BY: Michael Allen, AICP, Development Services Director APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: 1. Community Development Block Grant Resolution 2. Library Park ADA path Page 126 of 224 RESOLUTION NO. A RESOLUTION APPROVING A COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM FOR 2023- 2024. The City Council of the city of El Segundo does resolve as follows: SECTION 1. Findings. The City Council finds and determines as follows: A. On August 22, 1974, the President of the United States signed into law the Housing and Community Development Act of 1974 (the "Act"). B. The primary goals of Title 1 of the Act are the development of viable urban communities by providing decent housing and a suitable living environment, and expanding economic opportunities, principally for persons of low and moderate income C. The City of El Segundo ("City") contracts with the Los Angeles County Development Authority ("LACDA") for the disbursement of CDBG funds through the Small Cities Program; and D. The City will receive approximately $62,337 in 2023-2024 CDBG funds and will carry forward unallocated CDBG funds from prior years in an amount of $77,802 for a total amount of approximately $140,139 to construct an Americans with Disabilities Act ("ADA") compliant pathway at El Segundo Library Park that removes architectural and material barriers for senior and disabled persons; E. The City Council has conducted a public hearing, with the required prior noticing to provide the public an opportunity to comment on the proposed program in accordance with the program requirements for the 2023-2024 CDBG Program. SECTION 2. Actions. The City Council: A. Approves the CDBG Program for the proposed construction of an ADA-compliant accessible pathway at El Segundo Library Park, as described above; B. Directs Community Development Department staff to submit the necessary CDBG documents and a copy of this Resolution to LACDA; C. Authorizes the City Manager or designee, in consultation with the City Attorney, to execute all necessary contracts and agreements with LACDA in order complete the proposed CDBG Program; and D. Authorizes the City Manager or designee to adjust the 2023-2024 CDBG Program and budget, as necessary, to take into account the final CDBG allocation from the U.S. Department of Housing and Urban Development, any amounts remaining unspent at the close of the preceding fiscal year, and programmatic changes necessary to fulfill the requirements of the CDBG Program. Page 127 of 224 SECTION 3. Severability. If any part of this Resolution or its application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Resolution are severable. SECTION 4. Electronic Signatures. electronic signatures in accordance with signatures will be treated in all respects signature. This Resolution may be executed with Government Code §16.5. Such electronic as having the same effect as an original SECTION 5. Signature Authority. The Mayor, or presiding officer, is hereby authorized to affix his signature to this Resolution signifying its adoption by the City Council of the City of El Segundo, and the City Clerk, or her duly appointed deputy, is directed to attest thereto. SECTION 6. Effective Date. This Resolution will take effect immediately upon adoption and will remain effective unless repealed or superseded. SECTION 7. City Clerk Direction. The City Clerk will certify to the passage and adoption of this Resolution, enter it in the City's book of original Resolutions, and make a record of this action in the meeting's minutes. PASSED, APPROVED AND ADOPTED this day of , 2023. Drew Boyles, Mayor ATTEST: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO ) I, Tracy Weaver, City Clerk of the City of El Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Resolution No. was duly passed and adopted by said City Council, approved and signed by the Mayor of said City, and attested to by the City Clerk of said City, all at a regular meeting of said Council held on the day of 2021, and the same was so passed and adopted by the following vote- AYES- NOES- ABSENT- ABSTAIN - Page 128 of 224 Tracy Weaver, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, CITY ATTORNEY Joaquin Vazquez, Assistant City Attorney Page 129 of 224 NT N N N u O 0 O O cY) 4 41 O C d C O N ro L 0 D El NT N N N u O O cY) 41 41 U O C C O N (6 L 0 D NT N N N u O 0 N O cY) 4 41 O C d C O N ro L 0 D PIP NT N N N u O VI C7 O cY) 41 41 U O C C O N (6 L 0 D NT N N N u O O cY) 41 41 U O C C O N (6 L 0 D ri GIRT411 City Council Agenda Statement ELSEGUNDO Meeting Date: February 7, 2023 Agenda Heading: Staff Presentations Item Number: D.12 TITLE: Review and Approve City -Owned Walls for Possible Mural Locations as Selected by the Arts and Culture Advisory Committee RECOMMENDATION: 1. Review and approve selected locations for public art murals. 2. Alternatively, discuss and take other action related to this item. FISCAL IMPACT: Included in Adopted FY 2022/23 Budget Amount Budgeted: $35,000 Account Number(s): 704-400-0000-6206 (Contractual Services) BACKGROUND: On November 19, 2019, the City Council approved Ordinance No. 1594, establishing a Public Art or In -Lieu Fee Requirement and a Cultural Development Program Fund. The requirement applies to certain commercial and industrial developments with a project cost of $2,000,000 and above; developers have the option of commissioning public artwork on -site equal to 1 % of the project cost or paying 1 % to the City's Cultural Development Fund in lieu of commissioning artwork. Pursuant to Section 111.13 of the City Manager -approved El Segundo Cultural Development Program Administrative Guidelines promulgated under Ordinance No. 1594 (ESMC § 15-34-9), the City Council approves Cultural Development Program priorities and annual budget, as well as contracts over $50,000, "but not individual art projects." ESMC § 15-34-7.D authorizes the City Council to request the Arts and Culture Advisory Committee (ACC) to make recommendations to City Council for expenditures from the Cultural Development Fund in accordance with Ordinance No. 1594. The El Segundo Cultural Development Program helps provide residential and business Page 135 of 224 Review and Approval of City -Owned Walls for Murals as Selected by the Arts and Culture Advisory Committee February 7, 2023 Page 2 of 3 community members with public spaces, structures, and experiences that enhance the character of the City through the inclusion of the arts. Artistic and cultural services provided by the program create additional public access to the arts, help drive tourism and revenue to local businesses, contribute towards realizing cultural equity and inclusion, create opportunities for artists and art organizations in the community and help grow the creative economy. DISCUSSION: As part of the ACC's 2022-2023 initiatives, City Council approved $35,000 for the Visual Artists in Community Program (VAICP). The fund established a visual arts program in which four visual artists working in the two-dimensional discipline are selected to represent El Segundo each year. One visual artist per quarter will interact with the community by leading public engagement workshops for resident teens and adults. This visual arts program is overseen by the Cultural Arts Coordinator; the artist selection process and design proposals are vetted by the City staff, the Diversity, Equity and Inclusion Committee and the ACC. Types of visual art outcomes: Public art - either a mural or a body of two-dimensional artwork created by each selected visual artist Outcomes benefiting El Segundo: • Establish El Segundo as a cultural pacemaking destination that encourages tourism and increases revenue for local businesses • Beautify the city's environment and enrich the experiences of the residents and visitors • Community engagement workshops for all age groups • Develop the City's permanent art collection, adding value and creating an art portfolio for the City. Each selected visual artist donates one artwork (public mural and hard art) to the City at the end of the term (four acquisitions per year) The ACC asks the City Council to review, discuss and approve the selected city -walls for murals shown in the attached presentation. The Recreation and Parks divisions and the Public Works Director have provided their feedback and recommendations, which the ACC and Cultural Arts Coordinator will follow and execute. Page 136 of 224 Review and Approval of City -Owned Walls for Murals as Selected by the Arts and Culture Advisory Committee February 7, 2023 Page 3 of 3 CITY STRATEGIC PLAN COMPLIANCE: Goal 1: Enhance Customer Service, Diversity, Equity, Inclusion and Communication. Objective 1 B: El Segundo's engagement with the community ensures excellence. PREPARED BY: Brandee Thornton, Sr. Admin Specialist REVIEWED BY: Aly Mancini, Recreation, Parks and Library Director APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: Presentation of Potential Walls for Murals Page 137 of 224 N N O N LU c� w O 0- w U Co m E t�A }' ' ' ca E N w `~ O O E U 0- co U j = i U Q W — U U � � N • U •� U Q C: E > E O U BE co fa i ca � O U O O i C: ca � c: O U C i fa Q ca ca C: +� U i O N U Al O Co U O .Co a --a a --a O a- V u ol ca O U U E O 0 fa 0 O ca 0 L- CL ca ca N • 4- 0 U N N U CO ate-+ N E O .; w U a-+ fa N m • N O fa U c _O � 0 bn ca > E U � ca C: -a .� C: � U U C: fa � E O 'i _0 :3 C: O t�A t�A N c: w w M O U fa � W • ffellol LU N a--+ Q V W 1 w �CqR L— O z N N 4- O N d O 0) N N N 4- O M d O O) N N N 4- O d' d' O 0) N N N 4- O d' O 0) N N N 4- O d' O 0) N N N 4- O r d' O 0) N N N 4- O OD d O N N N 4- O d O 0) N N N 4- O O O O) N N N 4- O O 0) N N N 4- O N O 0) N N N 4- O M O O) N ffellol w N N 4- O O 0) N N N 4- O O 0) N ffellol LU i O V N N 4- O OD O N ffellol w N N 4- O O O O) N O �n 0 .0 co L Q CO U CL 4-j Lu 0 E O � O J _0 0CD bn O a) I�t Ln U w N N 4- O N O 0) N L 4--j Ln 4--j Ln MY 4--j N LU LU N N 4- O d' O 0) N L O O LL -0 O O co =3 a - a LU N N 4- O r O 0) N N N 4- O OD O N N N 4- O O 0) N N N 4- O O r O O) N N N 4- O r O 0) N LU E N N 4- O M r O O) N N N 4- O d' r O 0) N L i Co � V O O Co C- a a� 0-- LU N N 4- O r O 0) N N N 4- O r r O 0) N N N 4- O OD r O N N N 4- O r O 0) N N N 4- O O OD O O) N City Council Agenda Statement "RT 4,1 Meeting Date: February 7, 2023 E L S GUNDO Agenda Heading: Committees, Commissions and Boards Presentations Item Number: E.13 TITLE: Announce Appointment to the Diversity, Equity, and Inclusion (DEI) Committee RECOMMENDATION: 1. Announce appointments, if any. 2. Alternatively, discuss and take other action related to this item. FISCAL IMPACT: 0= BACKGROUND: The Diversity, Equity, and Inclusion Committee (DEI) was established July 21, 2020, for the purpose of advising the City Council on issues of diversity, equity, and inclusion. This work includes examination of four key City areas to produce a clear picture of the current practices, as well as the El Segundo community's sentiments towards these practices. Upon finding areas for improvement, the DEI Committee shall make recommendations to City Council intended to address any marginalized or underrepresented segment of our community. The Committee is a standing advisory committee that serves at the behest of the City Council. The four initial study topics are as follows: 1) Public Safety (including a review of Police Department policies, practices, training, and future directions), 2) Citywide Organization (including a review of City government policies, practices, training, etc.) 3) Community At -large (including a review of City demographic data, history, trends, etc.) 4) Local Economy (including a review of private sector diversity policies, training, etc.) Page 181 of 224 Announce Appointment to the DEI Committee February 7, 2023 Page 2 of 2 DISCUSSION: The Diversity, Equity, and Inclusion Committee is a 9-member committee, comprised of residents or property owners, business members, or students of a public or private school based in El Segundo. Staff recommends that City Council announce the following appointment: Candidate I Appointed to: Valerie Green Diversity, Equity, and Inclusion Committee (DEI) — Partial Term to expire, October 31, 2025 CITY STRATEGIC PLAN COMPLIANCE: Goal 1: Enhance customer service and engagement. Objective A: El Segundo's engagement with the community ensures excellence. Mishia Jennings, Executive Assistant to City Council REVIEWED BY: Barbara Voss, Deputy City Manager APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: Page 182 of 224 GIRT411 City Council Agenda Statement ELSEGUNDO Meeting Date: February 7, 2023 Agenda Heading: Reports - City Treasurer Item Number: G.14 TITLE: Investment Portfolio Report for December 2022 RECOMMENDATION: 1. Receive and file the Investment Portfolio Report dated December 2022. 2. Alternatively, discuss and take other action related to this item. FISCAL IMPACT: BACKGROUND: The Treasury Department provides an Investment Portfolio Report presented to City Council on a quarterly basis. This current report includes the status of Treasury investment activities and related economic indicators as of December 2022. DISCUSSION: See attached Investment Portfolio Report. CITY STRATEGIC PLAN COMPLIANCE: Goal 5: Champion Economic Development and Fiscal Sustainability Objective 513: El Segundo approaches its work in a financially strategic and responsible way. Page 183 of 224 Presentation of Investment Portfolio Report for December 2022 February 7, 2023 Page 2 of 2 PREPARED BY: Matthew Robinson, City Treasurer REVIEWED BY: Matthew Robinson, City Treasurer APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: December 2022 Portfolio Report Page 184 of 224 N N 4- O OD O N N N 4- O OD O N N N O OD N N 4- o O OD o OD o o a a E o n a c m T E O � C N aV V o a [A IIIIIIIIIIIIIII IIIIIIIIIIIIIII IIIIIIIIIIIIII C�Z J1, ///llIIIIIIIIIIIIII ;.i: � o T A' o wo $ :s9:'§ o ' «! \ o ' $ 3 s:' , 2 o >o § o w6# \ :s9;9 � 3 o ' 9« § o >6 § o w $ o' y3 o svy 2 s:' ' § o' y § o ' '\ o'$ 3 s:9zy 2 ' ' ;2 o': § eea o o o o cn N N O C) 0) v N 4- O 0) N N m.. m. 0.. m. m. m. m.. m.. m..0. N.. m.. a... m.. N. o..m. 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Ii:JLL ry i11 SIR/; is i,�l o „� II)iv c'I� o �1�11�kJf ")"A t 61 / (v(la iv � � )'KIa I,) "(1 c> r00�/ (I j"R)),, o o III%/INµ )JC�O1 Ji1 ) �0� (U IJjIi Jai Va (J (�II�II�I�II o (V JIIII(' c.! 111111111 / IAI o WON, nl Ob o ),)I1)I,)),)(I o ):I O )) o o o ))Il„ Otli A I,AII aarl )V o r�01�( il,:))"IAI c an I -A l ed MA N N 4— O N O 0) N N 4- O N O 0) N GIRT411 City Council Agenda Statement ELSEGUNDO Meeting Date: February 7, 2023 Agenda Heading: Council Member Baldino Item Number: 15 TITLE: Discuss Establishing an Ad Hoc City Council Subcommittee to Address Issues Related to the Hyperion Water Reclamation Plant RECOMMENDATION: Approve establishing an Ad Hoc City Council Subcommittee to address issues related to the Hyperion Water Reclamation Plant. 2. Select two City Councilmembers to serve on the Subcommittee. 3. Alternatively, discuss and take other action related to this matter. FISCAL IMPACT: None. BACKGROUND: In a special city council meeting held on September 8, 2022, City Council unanimously declared a local state of emergency due to the emission of noxious gases and foul odors from the Hyperion Water Reclamation Plant that have been plaguing the residents and business of El Segundo since July 11, 2021, when the plant experienced a major sewage spill and flooding. City Council and City staff have been monitoring the Hyperion situation closely and working with state and local agencies to advocate on behalf of the El Segundo community. DISCUSSION: Establishing an ad hoc City Council Subcommittee to address issues related to the Hyperion Water Reclamation Plant would enable more focused attention and discussion related to the City's response to the ongoing odors and noxious gases coming from Hyperion. Page 217 of 224 Discuss Establishing an Ad Hoc City Council Hyperion Subcommittee February 7, 2023 Page 2 of 2 CITY STRATEGIC PLAN COMPLIANCE: Goal 1: Enhance Customer Service, Diversity, Equity, Inclusion and Communication Objective 1A: El Segundo provides unparalleled service to all customers. Objective 1 B: El Segundo's engagement with the community ensures excellence. PREPARED BY: Barbara Voss, Deputy City Manager REVIEWED BY: Darrell George, City Manager APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: None Page 218 of 224 GIRT411 City Council Agenda Statement ELSEGUNDO Meeting Date: February 7, 2023 Agenda Heading: Mayor Boyles Item Number: 16 TITLE: Assign City Council Members to Serve on Committees for Various Intergovernmental and Local Agencies RECOMMENDATION: 1. Approve and implement assignments. 2. Alternatively, discuss and take other action related to this item. FISCAL IMPACT: None. BACKGROUND: After the seating of every newly elected City Council Member, the Mayor considers appointments to serve on various intergovernmental agencies, local agencies and subcommittees. DISCUSSION: A table listing proposed City Council appointments to intergovernmental agencies, local agencies and subcommittees is attached. CITY STRATEGIC PLAN COMPLIANCE: Goal 1: Enhance Customer Service, Diversity, Equity, Inclusion and Communication Objective 1 B: El Segundo's engagement with the community ensures excellence. Page 219 of 224 Assign Council Members to various intergovernmental agencies, local agencies and subcommittees. February 7, 2023 Page 2 of 2 PREPARED BY: Mishia Jennings, Executive Assistant to City Council REVIEWED BY: Barbara Voss, Deputy City Manager APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: 1. Proposed Council Assignments 2. City Council Member Assignments Page 220 of 224 THE TABLE LISTING PROPOSED COUNCIL ASSIGNMENTS WILL BE DELIVERED UNDER SEPARATE COVER Page 221 of 224 AGENICY/COMWITTEE, DELEGATE A LTERNATE, City Selection Committee Drew Boyles By Proxy Hyperion Citizens Forum Ryan Baldino Lance Giroux Independent Cities Association Drew Boyles Chris Pimentel Independent Cities Risk Management Authority * Carol Pirsztuk Chris Pimentel League of California Cities Chris Pimentel Drew Boyles Los Angeles County Sanitation District 5 & SBC Chris Pimentel Drew Boyles Senior Citizen Housing Corporation Board (Park Vista) Ryan Baldino Carol Pirsztuk South Bay Cities Council of Governments (COG) Lance Giroux Drew Boyles Chris Pimentel Carol Pirsztuk Ryan Baldino Southern California Association of Government Chris Pimentel Drew Boyles Contract Cities Association Chris Pimentel Lance Giroux * Resolution must be changed for Council delegate to vote. STANDING,COMMUTt`EES DELEGATE AUERNATE, , City / School Affairs Subcommittee Drew Boyles Ryan Baldino Disaster Council ** Drew Boyles Chris Pimentel City Council Finance Committee Carol Pirsztuk Lance Giroux Investment Advisory Committee Carol Pirsztuk Lance Giroux Arts and Culture Advisory Committee Lance Giroux Environmental Committee Ryan Baldino **Meeting to be held with special Council meeting OTHER APPOINTMENTS WITH OIFFEREN OR NO TERMS, DELEGATE AUERNATE, , Los Angeles County West Vector Control District Drew Boyles LAX Area Advisory Committee Corrie Zupo Carol Pirsztuk Carl Jacobson No "T"eiriim LAX Roundtable Carol Pirsztuk Carl Jacobson Aquatics Center Subcommittee Lance Giroux Chris Pimentel Ryan Baldino Page: 1 of 1 Page 222 of 224 GIRT411 City Council Agenda Statement ELSEGUNDO Meeting Date: February 7, 2023 Agenda Heading: Mayor Boyles Item Number: 17 TITLE: Discuss Retaining a Public Relations Firm to Assist with Communications Related to Hyperion RECOMMENDATION: Approve the retention of a Public Relations Firm to Assist with Communications Related to Hyperion. 2. Alternatively, discuss and take other action related to this matter. FISCAL IMPACT: Fiscal impact will be determined when the scope of work is defined. BACKGROUND: In a special city council meeting held on September 8, 2022, El Segundo City Council unanimously declared a local state of emergency due to the emission of noxious gases and foul odors from the Hyperion Water Reclamation Plant that have been plaguing the residents and business of El Segundo since July 11, 2021, when the plant experienced a major sewage spill and flooding. City Council and City staff have been monitoring the Hyperion situation closely and working with state and local agencies to advocate on behalf of the El Segundo community. DISCUSSION: Retaining a public relations firm would assist with focused outreach and communications to the public, media outlets and key stakeholders to support the City's efforts to address the ongoing odors and noxious gasses coming from the Hyperion Water Reclamation Plant. CITY STRATEGIC PLAN COMPLIANCE: Page 223 of 224 Discuss Retaining a Public Relations Firm to Assist with Communications Related to Hyperion February 7, 2023 Page 2 of 2 Goal 1: Enhance Customer Service, Diversity, Equity, Inclusion and Communication Objective 1A: El Segundo provides unparalleled service to all customers. Objective 1 B: El Segundo's engagement with the community ensures excellence. PREPARED BY: Barbara Voss, Deputy City Manager REVIEWED BY: Darrell George, City Manager APPROVED BY: Barbara Voss, Deputy City Manager ATTACHED SUPPORTING DOCUMENTS: None Page 224 of 224