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2018 Sep 18 - CC PACKET PART 2 OF 2EL SEGUNDO CITY COUNCIL MEETING DATE: September 18, 2018
AGENDA STATEMENT AGENDA HEADING: Special Orders of Business
AGENDA DESCRIPTION:
Consideration and possible action regarding the Fiscal Year 2018-2019 Budget (including all
City Revenues and Expenditures), Adoption of Resolution approving the 2018-2019 Final
Operating and Capital Improvement Budget and the 2018-2019 Appropriations Limit. Copies of
the Fiscal Year 2018-2019 Preliminary Budget can be found in the Library, City Clerk's Office,
and on the City's website. (Fiscal Impact: Total Revenues (including transfers -in) of
$119,405,893, Total Expenditures (including transfers -out) of $137,608,498; General Fund
Revenues of $74,465,624, Expenditures (including transfers -out) of $79,062,784)
RECOMMENDED COUNCIL ACTION:
1. Adopt the Resolution approving the 2018-2019 Final Operating and Capital Improvement
Budget and the 2018-2019 Appropriations Limit, as presented (Attachment A).
2. Approve the General Fund Reserve Policy (Attachment B).
3. Approve the Economic Uncertainty Reserve Policy (Attachment C).
4. Direct staff to return with an updated employee classification and salary schedule.
5. Alternatively, discuss and take other action related to this item.
ATTACHED SUPPORTING DOCUMENTS:
A. Resolution Approving and Adopting the 2018-2019 Final Operating and Capital
Improvement Budget and the 2018-2019 Appropriations Limit for the City of El Segundo.
B. General Fund Reserve Policy
C. Economic Uncertainty Reserve Policy
D. Listing of Proposed CIP Projects
E. Listing of CIP items and Department Requests funded by General Fund Undesignated
FISCAL E14PACT: Total Appropriations of $137,608,498; Revenues of $119,405,893. General
Fund Appropriations of $79,062,784; Revenues of $74,465,624.
Amount Budgeted: n/a
Additional Appropriation: n/a
Account Number(s): n/a
STRATEGIC PLAN:
Goal: 5(b) Champion Economic Development and Fiscal Sustainability:
El Segundo approaches its work in a financially disciplined and
responsible way
424
Objective: 2 The City will maintain a stable, efficient, and transparent financial
environment
ORIGINATED BY: Joseph Lillio, Director of Finance
APPROVED BY: Greg Carpenter, City Manager1V
BACKGROUND AND DISCUSSION:
FY 2018-2019 Budget
The City started the budget process by holding Strategic Planning Sessions on June 13, 2018 and
Budget Study Sessions on July 17, August 14, and September 4, 2018. During these sessions,
staff presented assumptions and estimates that would be used to develop the FY 2018-2019
Operating Budget, and identified additional critical items for funding consideration. Based on
decisions at these planning sessions, Council prioritized critical needs and identified items to be
included in the FY 2018-2019 Preliminary Budget.
On the September 4, 2018 budget workshop, City Council directed staff to fund an additional
$5,164,000 in projects related to infrastructure and pension funding strategies. The
infrastructure component totals $3,130,000 (see attachment D), which is coming from
undesignated General Fund Balance. The pension funding strategies total $2,500,000 (see
attachment E); which is coming from undesignated General Fund Balance.
Fiscal Year 2018-2019 General Fund
Finance has met with staff from each department to develop the proposed FY 2018-19 Budget.
The City Manager has instructed departments to control costs to previous levels and to justify
any increases, such as inflationary increases built into existing multi-year contracts. The Finance
Department also analyzed the historic trends in each department. The adopted budget and year-
end projections for FY 2017-2018 are used as the base for building the preliminary estimates for
the FY 2018-2019 budget.
General Fund Revenues: In preparing for Strategic Planning for next year's budget, staff
analyzes the performance of all General Fund revenues with additional emphasis on the City's
core tax revenues and fees for services. Staff utilizes historical data and information from
outside consultants as well as industry experts to predict future revenues for this sector.
Staff projects General Fund revenues at $74.5million, of which, $62.3 million comes from
various taxes. The biggest single source of tax revenue is Transient Occupancy Tax (TOT),
estimated at $14.5 million, followed by Sales & Use Tax, at $11.9 million, Business Licenses at
$11.8 million; Property Tax at $8.5 million; and Utility Users Tax at $5.9 million. Other taxes
include Franchises $3.9 million and the Tax Resolution Agreement (TRA) with Chevron for $5.8
million. Other sources come from Charges for Services $5.4 million; Other Licenses & Permits
$1.7 million. The balance is made up of miscellaneous sources.
425
Table 1: General Fund Revenues for FY 2018-19
Transient Occupancy Tax
14,500,00
Sales Tax
11,900,00
Business Licenses
11,800,00
Property Taxes
8,457,16
Utility Users Taxes
59935900
TRA/Chevron
55800,00
Charges for Services
59393,62
Franchise Tax
35900500
Intergovernmental
1,849934
Other Licenses & Permits
1,668538
Interest & Rentals
824900
Fines & Forfeitures
317,70
Other Revenues
29120540,
Proposed General Fund Expenditures: The proposed expenditures, excluding inter -fund
transfers of $3,130,000, total $79,062,784; an increase of $6.7 million or 9.2% compared to the
FY 2017-18 adopted budget. Major increases are attributed to: Retirement (Ca1PERS)
Contribution $3.1 million; Full-time and Part -Time Salaries $1.1 million; Contractual Services
$1.0 million; Professional and Technical services $637,000; Equipment Replacement funding
$463,000;
General Fund expenditure assumptions for FY 2018-2019 are as follows:
426
Table 2: GeneralFund Ex enditures for FY 2018-19
City Council
$2881)541
City Treasurer
312,273
City Clerk
5135901
City Manager
11)8939414
Ci Attorney
611,250
2,059,988
1,0041459
Information Systems
Human Resources
Finance
2,331,337
Police Department
21,746,192
Fire Department
15,964,187
Planning & Building Safety
2,830,338
Public Works
85507,761
Recreation & Parks
7,2725244
Library Services
2,345,526
Non -Departmental
892519373
Transfers Out
3,130,000
Transfers from the General Fund: Transfers out totaling $3,130,000 will be used for one-time
infrastructure and technology projects.
OTHER SPECIAL REVENUE FUNDS:
All special revenue funds are dedicated for a specific purpose governed by laws and regulations.
For example, the Gas Tax Fund can be spent only on street -related expenditures; Prop A and
Prop C can be spent only on transportation; Asset Forfeiture and COPS funds can be spent only
on police -related activities — as a supplement, not to supplant current appropriations. Federal,
State, or County grants can be spent only for the specific grant that it is awarded for. The total
proposed budget for all special revenue funds is $4.5 million, including $2.7 million for capital
improvement such as street repairs or rehabilitation and parks facilities repairs and maintenance.
DEBT SERVICE FUND
Included in the proposed budget is an allocation of $545,000 for the payment of principal and
interest on the Douglas Street Gap Closure project. The source of funds to cover the debt
obligation comes from traffic impact fees.
427
CAPITAL IMPROVEMENT FUND
Depending on Council's direction on the additional departmental requests, some of which are
recommended for funding by the City Manager, $3.1 million could be transferred from the
General Fund to the Capital Improvement Fund.
ENTERPRISE FUNDS
The total proposed budget for the Water Fund is $30.6 million, including $3.3 million for capital
improvement projects. The Sewer Fund's proposed budget is $5.1 million including $1.3 million
for capital improvement projects. The Golf Course Fund's proposed budget is $1.7 million.
Beginning fiscal year 2017-2018, Depreciation Expense was no longer included as a budgeted
line item in the Enterprise Fund as it is a non-cash expense. Depreciation Expense is reflected as
an actual expense when presenting the Financial Statements of each fund.
INTERNAL SERVICE FUNDS
The City operates (albeit to a limited degree) three internal service funds. Basically, these funds
do not represent external funding sources. These funds are used to account for internal charges
to user -departments. For example, the Equipment Replacement Fund (ERF) is used only to
accumulate funds to replace various equipment throughout the City. Based on the estimated life
of the asset and the estimated replacement value after the asset is fully depreciated, the ERF
charges the departments a set amount each year until the asset is supposed to be replaced and
purchased. Per the established replacement schedule, the ERF proposed budget for the coming
fiscal year is $8.1 million even though not all of the equipment scheduled for replacement may
be actually purchased or replaced during the fiscal year.
The City operates two self-insurance programs, administered by third -party administrators, under
the management of the City's Risk Manager who is also the Director of Finance. The City
belongs to the Independent Cities Risk Management Authority (ICRMA), a joint -powers
authority of 17 participating members for the purpose of pooling the City's risk for general
liability and workers' compensation losses with those of other member cities.
For the Liability Insurance Fund and the Workers' Compensation Fund, the proposed budget is
$1.8 million, and $2.9 million, respectively. Both these amounts are supposed to cover the
administration costs and estimated claims payments within the City's self-insured retention -
$750,000 for general liability and $500,000 for workers' compensation (up from $350,000 from
the prior year).
Policy discussion on reserve levels for the General Fund
On August 14, 2018, City Council gave direction to staff to increase the current level of reserves
to 19% of expenditures for FY 2018-19. Council has the discretion to slowdown the rate of
achieving the 20% reserve by setting the actual funding of the reserve to be less than 20% for FY
2018-19 with the objective of funding to 20% in future years.
Funding the General Fund reserve at 19% or $13,952,229 (see table 3), will leave a positive
$182,657 as undesignated funds.
428
Estimated fund balances: Based on the estimated revenues and proposed expenditures for the
coming fiscal year, staff projects the ending fund balance at September 30, 2019 will be $14.1
million, as illustrated on Table 3:
Table 3: General Fund Balance
Estimated Ending Fund Balance
Beginning Fund Balance 10/1/2018
$18,732,046
Projected Revenues
74,465,624
Projected Expenditures (Includes transfers out & one-time PERS related
a ments
79,062,784
$ 4,597,160
Net + / -
Projected Ending Fund Balance at 9/30/2019
14,134 886
19% Designated Reserve Requirement (on $73.4 million)
13,952,229
Undesignated General Fund Reserves
$ 182,657
Table 4: General Fund Reserve and Economic Uncertaintv Reserve Combined
Beginning Fund Balance @ 10/1/2018: $18,732,046
Projected Revenue $74,465,624
Less Projected Expenditures $79,062,784
Net +/(-) $(4,597,160)
Ending Fund Balance (Sept 30, 2019) $14,134,886
Less Designated Reserve Requirement $13,952,229
Undesignated GF reserves $182,657
Economic Uncertainty Reserve $2,000,000
Plus GF Reserve $13,952,229
Total Gross GF Reserves $16,134,886
Total Reserve as a % of policy 22%
The Economic Uncertainty reserve is proposed to be set at $2,000,000 for FY 2018-19. This is
meeting the City Council's policy objective of funding the Economic Uncertainty Reserve at
$2.0 million. When the Economic Uncertainty reserve is added to the General Fund reserve and
the undesignated general fund reserve, the total reserve level increases; resulting in a combined
reserve level of 22%.
429
RESOLUTION NO.
A RESOLUTION ADOPTING THE 2018-2019 FINAL OPERATING AND
CAPITAL IMPROVEMENT BUDGET AND THE 2018-2019
APPROPRIATIONS LIMIT FOR THE CITY OF EL SEGUNDO.
The City Council of the City of E1 Segundo does resolve as follows:
SECTION l: The City Council finds and declares as follows:
A. The City Council has reviewed the proposed final Operating Budget ("Budget")
for fiscal year;
B. The Budget is based upon appropriate estimates and financial planning for the
City's operations, services, and capital improvements;
C. The City Council conducted strategic planning sessions on June 13, 2018; budget
study sessions on July 17, August 14, 2018 and on September 4, 2018;
D. All procedural requirements for adopting the City's budget were fulfilled, and
the City Council was fully informed regarding the City's current finances,
projected revenue, and financial obligations; and
E. It is in the public interest for the City Council to adopt the Budget as proposed
by the City Manager.
SECTION 2: ADOPTION. The Budget attached to this Resolution, and incorporated by
reference, is approved and adopted subject only to the authorizations set forth below. Such
approval and adoption includes, without limitation, the Schedule of Positions Full -Time & Full -
Time Equivalents by Department, Authorized Positions and Budgeted Positions set forth in the
Budget which recognizes Authorized Positions which are authorized but not necessarily
budgeted and Budgeted Positions which are authorized and budgeted in the fiscal year.
SECTION 3: APPROPRIATIONS LIMIT.
A. Article XIIIB of the California Constitution requires the City to set its
Appropriations Limit on an annual basis;
B. The City's Appropriations Limit may be adjusted annually based upon inflation
and population growth.
C. The City Council may choose the method of calculating adjustments to the City's
Appropriations Limit on an annual basis. For inflation, pursuant to Article XIIIB,
§ 8(e)(2), adjustments to the Appropriations Limit may be calculated using either
the percentage change in per capita personal income from the preceding year or
the percentage change in the local assessment roll from the preceding year
because of local nonresidential new construction. For population growth,
pursuant to Government Code§ 7901(b), the City may either use the percentage
growth either in its jurisdiction or from the surrounding county.
D. Pursuant to Article XIII -B of the California Constitution, and those
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430
Government Code sections adopted pursuant to Article XIII -B, § 8(f), the
City Council chooses to adjust the City's Appropriations Limit by calculating
inflation using the percentage change in per capita personal income from the
preceding year and calculating population growth by using the percentage
change in population in Los Angeles County.
E. As a result of the adjustments made to the City's Appropriations Limit, the
City Council sets the Appropriations Limit for the fiscal year at $313,004,318.
SECTION 4: BUDGET APPROPRIATIONS. Based upon the Budget, the total General
Fund operating budget, including transfers -out, is $79,062,784. The City Manager, or
designee, is authorized to implement the following appropriations for City Departments:
DEPARTMENT
AMOUN
City Council
$288,541
City Clerk
513,901
City Treasurer
312,273
City Manager
1,893,414
City Attorney
611,250
Yvon Department
8,251,373
Communications Center
1,464,20
Information Systems
2,059,988
Finance
2,331,337
Fire
15,964,187
(Human Resources
1,004,459
ILibrary
2,345,526
Planning and Building Safety
2,830,338
Police
20,281,99
Public Works
8,507,761
Recreation and Parks
7,272,244
"Transfers -Out
3,130,000
Total
$79,062,78
SECTION 5: CIP APPROPRIATIONS. Based upon the CIP, a total of $10,455,235 is
appropriated for Capital Improvement Projects for Fiscal Year. The City Manager, or
designee, is authorized to implement the CIP with the following funds and amounts:
FUND
AMOUNT.......
Gas Tax ffund 106)
$1,459,73
Asset Forfeiture (Fund 109)
370,00
iMeasure R (Fund 110)
200,00
CDBG (Fund 111)
100,00
Prop C (Fund 114)
240,00
Measure M (Fund 127)
241,50
SB -1 (Fund 128)
94,00
Page 2 of 5
431
Capital Improvement (Fund 301)
3,130,00
Water Fund (Fund 501)
3,310,00(
Wastewater Fund (Fund 502)
1,310,00
Total
$10,455,23
SECTION 6: MISCELLANEOUS APPROPRIATIONS. The City Manager, or
designee, is authorized to implement the following miscellaneous appropriations:
UI vU
.AMOUNT
;AS TAX (106)
$234,09
►SSET FORFEITURE (109)
375,50
ROP A TRANSPORTATION (112)
351,03
ROP C TRANSPORTATION (114)
113,39
1R POLLUTION REDUCTION (115)
21,00
IYPERION MITIGATION (117)
6,20
UBLIC SAFETY AUGMENTATION FUND (123)
25,00,
EDERAL GRANTS (124)
150,00
TATE GRANTS (125)
35,001
,AL -RECYCLE
5,001
UPA (126)
464,57:
EBT SERVICE FUND (202)
545,001
TATER FUND (501)
27,335,151
EWER FUND (502)
3,800,04,
OLF COURSE (503)
1,692,812
--NIOR HOUSING (504)
27,00(
QUIPMENT REPLACEMENT (601)
8,123,09
[ABILITY INSURANCE (602)
1,854,121
'ORKERS' COMP RESERVE/ INSURANCE (603)
2,932,45?
DTAL
WAG Ann Jnr
SECTION 7: FUND OPERATING RESERVES. The City Manager, or designee, may
appropriate any remaining revenues at the close of Fiscal Year 2018-2019 into the applicable
Fund operating reserve on September 30, 2019.
SECTION 8: APPROPRIATIONS LAPSE. All appropriations shall lapse at the end of the
fiscal year to the extent that they have not been expended or lawfully encumbered unless
approved by the City Council.
STICTION 9: BUDGET ADJUSTMENTS. The Budget may be subsequently adjusted as
follows:
A. By majority vote of the City Council;
B. By the City Manager, or designee, for all appropriation transfers between
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432
programs and sections within a City department and between appropriation
units (e.g., salaries and benefits, services and supplies, and capital outlay)
within programs;
C. By Department Directors for appropriation transfers between appropriation units
within programs;
D. Object code expenditures within appropriation units in a program are not
restricted so long as funding is available in the appropriation unit as a whole.
SECTION 10: CONTRACTING AUTHORITY.
A. The City Manager, or designee, is authorized to bid and award contracts for the
equipment, supplies, and services approved in the Budget.
B. In accordance with the El Segundo Municipal Code ("ESMC"), the City
Manager is authorized to execute all contracts awarded for equipment, supplies,
and services approved in the Budget.
C. Notwithstanding any dollar limitation set forth in the ESMC, the City Manager
is authorized to execute contracts for purchasing equipment and supplies that
are individually identified in the Budget regardless of total cost. The City
Manager may, but is not required to, seek additional City Council approval for
transactions made pursuant to this Section.
D. For all other services, equipment, and supplies, the City Manager is authorized
to execute contracts in accordance with the ESMC.
SECTION 11: DELEGATION OF AUTHORITY. Pursuant to State of California Code
Section 53607, the City Council hereby authorizes the City Treasurer to invest and reinvest the
City's funds, to sell or exchange securities so purchased, and to deposit securities for
safekeeping in accordance with the Code. The City Treasurer may delegate all, or a portion of
the investment authority to subordinates pursuant to State of California Government Code
Section 41006. Such delegation by the City Treasurer shall not remove or abridge the
Treasurer's investment responsibility. This Delegation of Authority shall be valid for one year
unless otherwise revoked; and will be renewed on an annual basis in conjunction with the
Budget Adoption.
SECTION 12: The City Clerk is directed to certify the adoption of this Resolution; record this
Resolution in the book of the City's original resolutions; and make a minute of the adoption of
the Resolution in the City Council's records and the minutes of this meeting.
SECTION 13: This Resolution will become effective immediately upon adoption and will
remain effective unless repealed or superseded.
PASSED AND ADOPTED September 18, 2018.
[SIGNATURES ON NEXT PAGE]
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RESOLUTION NO. PASSED AND ADOPTED this 18th day of September 2018
ATTEST:
Tracy Weaver, City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, City Attorney
David King
Assistant City Attorney
Page 5 of 6
Drew Boyles, Mayor
434
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO
I, Tracy Weaver, City Clerk of the City of EI 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 18th day of September, 2018, and the same was so passed and
adopted by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Tracy Weaver, City Clerk
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435
Attachment B
General Fund Reserve Policy
Pur ose - To mitigate current and future risks and to ensure a
balanced budget
While our financial reserves provide us security against
unexpected emergencies and contingencies, our policies for setting
those target levels should be periodically reviewed to balance our
community's level of risk tolerance against our operating
expenditure needs.
1. Beginning with the Fund Balance for Fiscal Year ended
September 30, 2019, establish target General Fund
Unreserved, Undesignated Fund Balance at a minimum of
19% of General Fund Expenditures.
2. For Fiscal Year ended September 30, 2020, target the General
Fund Unreserved, Undesignated Fund Balance at a minimum
of 19% of General Fund Expenditures, with a maximum
target of 20%.
3. The long-term General Fund reserve policy objective is to
increase the target General Fund Unreserved, Undesignated
Fund Balance to 20% of General Fund Expenditures.
Balancedep rating Budget
The City Council's policy is that General Fund annually adopted
Appropriations must not exceed General Fund annually adopted
Estimated Revenues.
9/13/18 12:17 PM
436
Attachment C
Economic Uncertainty (Revenue Offset) Reserve„ Policy,
Pu ose - To mitigate current and future risks due to fluctuations in the
City's core tax revenues (net of Chevron). These core revenues are Sales
and Use Tax, Business License Tax, Transient Occupancy Tax, Franchise
Tax, and the Utility Users Taxes.
Based on a staff recommendation the City Council has elected to adopt a
Revenue Offset Reserve Policy to address the instability of the City's Core
Revenues.
1. For Fiscal Year ending September 30, 2019, maintain the Economic
Fund Uncertainty Balance at $2,000,000.
2. Thresholds established:
a. Minimum balance of $1,000,000.
b. The maximum balance shall be $2,000,000.
3. Once target level is reached, reevaluate the appropriate funding level
each fiscal year during the budget adoption process.
Use of'Reserves
This policy requires that these funds be used for balancing the General Fund
Operating Budget in those years when the core revenues are experiencing
downward swings.
Annually, to determine if the Fund reserves should be used to offset revenue
loss, staff will calculate the baseline 5 -year rolling average for the aggregate
of the 5 revenue categories. In a year that the revenues are under
performing to this calculation, reserves will be transferred to the General
Fund to offset this loss of revenue and reported to City Council.
If revenues are over performing to this calculation the above maximum
target level funding should be followed. The excess revenue shall be used
to achieve the maximum reserve funding level of $2,000,000.
9/13/18 12:18 PM
437
Exhibit D
City of EI Segundo - Capital Improvement Program - Current and Future Needs (FY 2018/19)
General Fund
Developer
Impact Fees Sewer Fund
Special
Revenues/
Water Fund Grants
Ongoing Projects be completed in FY 2018-19 with FY 2017-18
budget - Estimated
Carryover Balance
Access Control System -Facility Security for Police and Fire
$
55,000
$
144,000
Holly Valley Playground
$
50,000
$
125,000
Campus Athletic Field Shade Structure
$
75,000
$ 50,000
Acacia Park Concept Design
$
50,000
Hockey Rink Replacement
$
80,000
Fire Station # 1 Small Bathrooms
$
45,000
Business Center Design
$
70,000
Library Wi-Fi Zone Conversion
$
63,000
$
75,000
Community Cameras & Fixed License Plate Readers
$
375,000
Pump replacement at storm water pump station #17
$
220,000
Downtown Upgrades & Beautification
$
188,000
Cedar, Walnut Water Main Improvement
$ 600,000
Subtotal
$
951,000
$
664,000 $
$ 600,000 $ 50,000
Funded and Scheduled for FY 2018-19
Indiana Water Main
$ 700,000
Water Valve Replacements
$ 300,000
Water Main Improvements (TBD)
$ 1,500,000
Annual Sewer Infrastructure Improvements
$ 500,000
Annual ADA Ramp Installation (CDBG)
$ 80,000
Pump Station Rehabilitation
$ 500,000
Arterial & Local Street Rehab and Residential Slurry Seal
$ 1,200,000
Annual Curb, Gutter & Sidewalk Repair
$ 250,000
Subtotal
$
-
$
- $ 1,000,000
$ 2,500,000 $ 1,530,000
CIPAC/ Staff/Community Recommendations - Council Approved use of General Fund Undesignated Reserves
Citywide Facilities Repairs (Placeholder, Projects TBD)
$
1,000,000
The Plunge Replacement Scope Assessment
$
100,000
Acacia Park Construction (partial funding)
$
350,000
Washington Park Playground Replacement
$
270,000
Main and Imperial Entryway Beautification Project
$
150,000
Softball Field Bleacher Replacement
$
70,000
500 Block E. Walnut Ave. Drainage Improvement
$
265,000
800 Block McCarthy Court Street Improvement
$
275,000
Richmond Field Renovation with ADA Accessibility
$
350,000
$ 100,000
Class III Bike Route Improvements Project
$
150,000
California Street Storm Drain Improvement
$
150,000
Subtotal
$
3,130,000
-
- 100,000
Grand Total
$
4,081,000
1 $
664,000 $ 1,000,000 I
$ 3,100,000 $ 1,680,000
438
$ 2,265,000
$ 5,030,000
$ 3,230,000
$ 10,525,000
Exhibit F
Exhibit E
Capital Improvements
Citywide Facilities Repairs (Placeholder, Projects TBD) $ 1,000,000
The Plunge Replacement Scope Assessment
10
Acacia Park Construction (partial funding)
35
Washington Park Playground Replacement
27
Main and Imperial Entryway Beautification Project
15
Softball Field Bleacher Replacement
7
500 Block E. Walnut Ave. Drainage Improvement
26
800 Block McCarthy Court Street Improvement
27
Richmond Field Renovation with ADA Accessibility
35
Class III Bike Route Improvements Project
15
California Street Storm Drain Improvement
15
Subtotal (added to GF transfers -out/ placed in CIP Fund - Capital Improvement Projects) $
3,13
Department Requests
City Clerk - Professional Services - Develop Dept. work plan
City Clerk - Remodel of City Clerk's Office
1
City Manager - Deputy City Manager Upgrade 1
City Manager - New FTE - Econ Dev. Coordinator ($128,000 - funded by a reduction in the
vacation/sick/termination payouts in NonDepartmental Budget)
City Manager/Econ. Dev. - Annual marketing & tourism professional services contract
300,000
City Manager - City Manager recruitment
30,000
Finance - License Permit Specialist 1/II - leave unfilled for FY 2018-19
-86,766
Finance - P/T Office Specialist I to F/T Office Specialist 1/II
30,221
Finance - Upgrade F/T Admin Specialist to Admin Tech Specialist
16,296
Finance - Annual Net Promoter Score satisfaction survey for businesses/residents
25,000
Finance - Recurring Transactional surveys implemented at various customer service locations
21,000
Finance - Annual review and update to the cost allocation plan & City-wide schedule of fees and
services
9,000
Finance - Utility User's Tax compliance audit (one-time)
21,000
Human Resources - Reclass P/T HR Analyst to F/T Senior HR Analyst
12,749
HR - Reclass P/T HR Analyst to F/T Senior HR Analyst ($66,151 from GF reduction in budgeted
vacation/sick/termination payouts & $4,100 from a reduction in an Admin Intern in the Water
Fund)
0
IS - Professional Services (consultants to address project implementations)
241,850
Fire - Enhance Fire Wellness Program
55,000
Fire - Technical Rescue Air Bags
8,615
Fire - Vehicle stabilization struts
5,500
Fire - Self-contained breathing apparatus parts
11,500
Library - Correction to Part-time stat budget
18,100
Planning & Building Safety - Professional & Technical Services (Muni Permit system & increase
in inspections)
105,000
Police - Lexipol policy manual
16,000
Recreation & Parks - P/T PERS enrolled position: Senior Video Tech II ($32,621 - reduction in
Parks Division P/T salary & benefits)
0
City-wide Employee Engagement
200,000
Subtotal (added to various Department budgets) $
1,080,565
PERS Initiatives
Pay down CalPERS unfunded pension liabilities $
Payment towards the section 115 Pension Trust Fund $
Subtotal (General Fund unallocated reserves added towards PERS initiatives) $
Additional funding to meet 19% General Fund Operating reserves 232,257
Designated General Fund Reserves 6,942,822
Remaining unallocated General Fund Reserves $ 182,657
* = Funding for these items are covered by the unfilled License Permit Specialist 1/11
Exhibit F
Capital Equipment, Department Operational Requests & CIP
Fire - Purchase of new Fire Engine (funded by Equipment Replacement Funds, Developer Fees &
Strike Team reimbursements) $ 800,000
Fire - REMS Vehicle for brush fire response (Equipment Replacement Funds & Strike Team
Reimbursements) 140,00(
Police - SWAT Van (Assset Forfeiture Funds & Equipment Replacements Funds) 320,00(
Public Works - Upgrade Senior Admin. Specialist to Admin. Tech Specialist ($3,800 - from a
reduction in an Admin Intern in the Water Fund) (
Human Resources - Reclass P/T HR Analyst to F/T Senior HR Analyst ($4,100 - from a reduction
in an Admin Intern in the Water Fund) C
CIP - Richmond Field Renovation Project with ADA Accessibility 100,00(
Subtotal (added to GF transfers -out/ placed in CIP Fund - Capital Improvement Projects)
IS - Convert Intern position to F/T Admin. Specialist $ 66,290
Fire - Professional contract Plan Checker 19,000
Planning & Building Safety - Professional Services (Crime Prevention plan check consultant) 25,000
Planning & Building Safety - Professional Services for Planning Division 30,000
Planning & Building Safety - Reclass Office Specialist II to Senior Admin. Specialist 3,163
Police - Increase in contract services for a Contract Crime Analyst 66,132
Police - Personnel request for a CSI/Property Officer 92,893
Recreation & Parks - P/T PERS enrolled position: Video Tech III 18,079
I� O 17 A O 8l�Ip � Nf
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440
21
CITY OF EL SEGUNDO
PAYMENTS BY WIRE TRANSFER
8127118 THROUGH 9/9118
Date _
Pa ee
Description
8/27/2018
IRS
252,170.77
Federal 941 Deposit
8/27/2018
Employment Development
57,117.11
State PIT Withholding
8/27/2018
Employment Development
4,094.81
State SDI payment
8/27/2018
State of CA EFT
1,452.91
EFT Child support payment
8/27/2018
Pitney Bowes
1,000.00
Postage for Library
8/31/2018
Cal Pers
4,400.49
EFT Retirement Safety-Fire-PEPRA New 25020
8/31/2018
Cal Pers
7,227.27
EFT Retirement Safety-Police-PEPRA New 25021
8/31/2018
Cal Pers
24,741.19
EFT Retirement Misc - PEPRA New 26013
8/31/2018
Cal Pers
49,327.46
EFT Retirement Misc - Classic 27
8/31/2018
Cal Pers
72,753.30
EFT Retirement Safety Police Classic -1st Tier 28
8/31/2018
Cal Pers
50,916.12
EFT Retirement Safety Fire- Classic 30168
8/31/2018
Cal Pers
4,282.03
EFT Retirement Sfty Police Classic -2nd Tier 30169
8/31/2018
Joint Council of Teamsters
4,560.00
Vision Insurance payment 9/2018
9/7/2018
Manufacturers & Traders
24,876.66
457 payment Vantagepoint
9/7/2018
Manufacturers & Traders
500.00
IRA payment Vantagepoint
9/7/2018
Nationwide NRS EFT
31,524.55
EFT 457 payment
9/7/2018
State of CA EFT
1,452.91
EFT Child support payment
9/7/2018
Cal Pers
488,705.33
EFT Health Insurance Payment
9/7/2018
Health Comp
3,615.18
Weekly claims
8/30/2018
Lane Donovan Golf Ptr
22,846.64
Payroll Transfer
8/20/18-8/26/18
Workers Comp Activity
28,053.49
SCRMA checks issued
8/27/18-9/2/18
Workers Comp Activity
22,027.71
SCRMA checks issued
8/20118-8/26/18
Liability Trust - Claims
694.95
Claim checks issued
8/27/18-9/2/18
Liability Trust - Claims
25,000.00
Claim checks issued
8/20/18-8126/18
Retiree Health Insurance
0.00
Health Reimbursment checks issued
8127/18-9/2/18
Retiree Health Insurance
17,821.12
Health Reimbursment checks issued
1,201,162.00
DATE OF RATIFICATION: 9/6118
TOTAL PAYMENTS BY WIRE: 1,201,162.00
Certified as to the accuracy of the wire transfers by:
Deputy City Treasure�li Date
IU
Date .
%5
Date
Information on actual expenditures is available in the City Treasurer's Office of the City of EI Segundo.
P:1City TreasureAWire TransferskWire Transfers 10-01-17 to 9-30-16
9/6/2018 1/1
441
MEETING OF THE EL SEGUNDO CITY COUNCIL
WEDNESDAY, AUGUST 8, 2018 — 8:00 AM
(CLOSED SESSION)
8:00 AM SESSION
CALL TO ORDER — Mayor Boyles at 8:00 AM
ROLL CALL
Mayor Boyles
Present
Mayor Pro Tem Pirsztuk
Present
Council Member Brann
Present
Council Member Pimentel
Present at 8:23 AM
Council Member Nicol
Present
PUBLIC COMMUNICATION — (Related to City Business Only — 5 minute limit per
person, 30 minute limit total) None
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; as follows:
CONFERENCE WITH CITY'S LABOR NEGOTIATOR (Gov't Code §54957.6): -8-
matters
Employee Organizations: Police Management Association; Police Officers
Association; Police Support Services Employees Association; Fire Fighters
Association; Supervisory, Professional Employees Association; City Employee
Association; and Executive and Management/Confidential Employees
(unrepresented groups).
Agency Designated Representative: Labor Negotiator, Irma Rodriquez Moisa and City
Manager, Greg Carpenter
ADJOURNMENT at 11:31 AM
Tracy Weaver, City Clerk
442
5
PLEASE HOLDER
Special City Council Minutes of September 4, 2018 (Budget Study Session III)
443
EL SEGUNDO CITY COUNCIL
MEETING DATE: 09/18/18
AGENDA STATEMENT AGENDA HEADING: Consent Agenda
AGENDA DESCRIPTION:
Consideration and possible action regarding the acceptance of additional grant funding from the
United States Department of Homeland Security, Federal Emergency Management Agency,
Grants Program Directorate (DHS) under Fiscal Year 2015 Urban Area Security Initiative Grant
Program (UASI) in support of the Regional Training Group Intelligence Chief. (Fiscal Impact:
$29,505)
RECOMMENDED COUNCIL ACTION:
1. Authorize the acceptance of an additional $29,505 in grant funds from the UASI 2015 grant
program.
2. Authorize the City Manager to sign an Amendment to the Sub -Recipient Agreement #5000
with the City of Los Angeles, who will serve as the grant administrator for the grant;
3. Authorize the City Manager to sign the Amendment to the Professional Services Agreement,
in a form approved by the City Attorney, with Michael T. Little dba Counter Risk, Inc.;
4. Authorize an increase of the blanket purchase order by $29,505 to enable the Fire Department
to receive the services provided by Michael T. Little dba Counter Risk, Inc.
5. Authorize and approve additional appropriation to expense account 124-400-3785-6214
6. Alternately, discuss and take other action related to this item.
ATTACHED SUPPORTING DOCUMENTS:
1. Second Amendment to the Agreement C-127389, UASI 2015 Sub -recipient Agreement
#5000 and authorization to increase City of El Segundo's contract amount by $29,505
and extend the agreement through July 31, 2018.
2. Third Amendment (5248C) to Professional Services Agreement between the City of El
Segundo and Michael T. Little dba Counter Risk, Inc. 5348
FISCAL IMPACT: $29,505
Amount Budgeted: $0
Additional Appropriation: $29,505
Account Number(s): 124-300-3202-3785 (UASI)
124-400-3785-6214 (UASI Professional/Technical)
STRATEGIC PLAN:
Goal: 2 El Segundo is a safe and prepared city
Objective: 1 The City has a proactive approach to risk and crime that is outcome
focused
ORIGINATED BY: Carol Lynn Anderson, Senior Management Analyst
REVIEWED BY: Chris Donovan, Fire Chief Op -
APPROVED BY: Greg Carpenter, City Manager
444
BACKGROUND AND DISCUSSION:
The Urban Areas Security Initiative (UASI) Grant Program of 2015 was initially approved by City
Council on March 15, 2016 in the amount of $35,700 to purchase Urban Search and Rescue
(USAR) equipment and funding to cover overtime and back -fill expenses associated with staff
attending Homeland Security Exercise program. On June 06, 2017 the City of Los Angeles
reallocated $100,000 of additional funding and increased El Segundo's contract amount by
$100,000 to cover the costs of an Intelligence Officer position that will serve as a consultant to the
Regional Training Group (RTG) and fire chiefs within the region. At this time the City of Los
Angeles is extending the term of the sub -recipient agreement from May 31, 2018 to July 31, 2018
and providing an additional increase in fund allocation by twenty-nine thousand five hundred and
five dollars ($29,505). Staff seeks support of this procedural action to satisfy the City of Los
Angeles procedures and processes for homeland security grant fund reimbursement.
Staff recommends the approval of the additional fund allocation and the amendment of the
professional services agreement. This request is in alignment with the scope of work needed to
provide consulting services to integrate with the Regional Training Group and assist with, support
and further develop the training and response readiness of Los Angeles area fire departments for
incidents of national significance including, but not limited to: acts of terrorism, natural disasters,
public health threats, cyber -attacks, major crime, and other large-scale incidents that pose a threat
to public or first -responder safety.
In accordance with the City Council Policy regarding grant submissions:
1. The grant award is made by the United States Department of Homeland Security, Federal
Emergency Management Agency, Grants Program Directorate (DHS). The grant is
administered by the City of Los Angeles.
2. The total amount being requested is: $29,505
3. Matching Funds Cost -Share: $29,505
4. Source of Matching Funds Cost Share: UASI 2015 Grant Funds (LA City Council File
No. 15-0734)
5. The grant does not provide up -front funding. Municipalities submit reimbursement
requests to the grant administrator after expenditures are made and processed for payment.
Approved requests are reimbursed by the City of Los Angeles. Once the contract is
complete, the grant supported Intelligence Officer Consultant position will have no impact
on the El Segundo general fund.
445
SECOND AMENDMENT TO AGREEMENT NUMBER C-127389 OF
CITY OF LOS ANGELES CONTRACT
BETWEEN
THE CITY OF LOS ANGELES
AND
THE CITY OF EL SEGUNDO
THIS SECOND AMENDMENT to Agreement Number C-127389 ("Second
Amendment") is made and entered into by and between the City of Los Angeles, a
municipal corporation (the "City"), and the City of El Segundo, a municipal corporation
(the "Subgrantee" or "Subrecipient").
WITNESSETH
WHEREAS, the City and Subrecipient entered into that certain City of Los
Angeles Contract Number C-127389 (the "Agreement") related to the Fiscal Year 2015
Urban Areas Security Initiative Grant ("UASI 15" or the "Grant"), whereby the City
agreed to disburse UASI 15 grant funds to Subrecipient in accordance with the UASI 15
approved budget and Subrecipient agreed to use the grant funds to support the
development and sustainment of core capabilities as outlined in the National
Preparedness Goal by addressing the unique equipment, training, planning,
organization, and exercise needs of the Los Angeles/Long Beach Urban Area
("LA/LBUA" ), and assisting it in building an enhanced and sustainable capacity to
prevent, protect against, mitigate, respond to, and recover from acts of terrorism; such
Agreement having a term of September 1, 2015 to May 31, 2018, with an original
allocation of UASI 15 grant funds to Subrecipient in the amount of Thirty -Five Thousand
Seven Hundred Dollars ($35,700.00), and the execution of said Agreement having been
authorized by the Los Angeles City Council (C.F. #15-0734, 1/26/16); and
WHEREAS, on or about August 29, 2017, the City and the Subrecipient entered
into the First Amendment to the Agreement, which increased Subrecipient's original
allocation of UASI 15 grant funds by an additional One Hundred Thousand Dollars
($100,000) for a total UASI 15 grant fund allocation under the Agreement of One
Hundred Thirty -Five Thousand Seven Hundred Dollars ($135,700.00), the execution of
said First Amendment having been authorized by the Los Angeles City Council (#15-
0734, 06/16/17); and
WHEREAS, on or about April 19, 2018, the California Office of Emergency
Services ("CalOES") approved an extension of the UASI 15 performance period to July
31, 2018 (the "Grant Extension"), such Grant Extension having been accepted by the
City pursuant to authorization provided under Section 14.8 of the Los Angeles
Administrative Code ("Section 14.8"); and
WHEREAS, the City and Subrecipient desire to increase the Subrecipient's UASI
15 grant fund allocation amount by Twenty -Nine Thousand Five Hundred Five Dollars
Second Amendment, UASI 15
City of Los Angeles and City of EI Segundo
446
($29,505.00) for funding Subrecipient's Regional Training Group Intelligence Officer
Project, resulting in a total allocation of One Hundred Sixty -Five Thousand Two
Hundred Five Dollars ($165,205.00); such increase having been accepted by the City
pursuant to Section 14.8; and
WHEREAS, Section 3.12 of the Agreement provides for amendments to the
Agreement; and
WHEREAS, this Second Amendment is necessary and proper to continue and/or
complete certain activities authorized under the Agreement.
WHEREAS, the City, through its Mayor's Office of Public Safety ("Mayor's
Office"), which has been designated by the City to administer the Agreement and the
projects contemplated therein, and Subrecipient each desire to enter into this Second
Amendment to: (a) extend the term of the Agreement to reflect the Grant Extension; (b)
increase Subrecipient's allocation by Twenty -Nine Thousand Five Hundred Five Dollars
($29,505.00); and (c) make such other changes as are required in connection with the
foregoing, all as detailed elsewhere in this Second Amendment and as authorized by
Section 14.8; and
NOW, THEREFORE, the City and Subrecipient hereby covenant and agree that
the Agreement be amended, effective September 1, 2015, as follows:
Section 1.2 of this Agreement entitled "Subaward Information and Period
of Performance" is hereby amended in its entirety to read as stated within
the quotation marks in the following paragraph:
"Subrecipient hereby accepts the following subaward ("Subaward") of the
Federal award upon the terms and conditions set forth in this Agreement:
Subaward amount: $165,205.00
Subaward Period of Performance ("Term"): September 1, 2015
to July 31, 2018
Match Requirement: None
The term of this Agreement shall be the "Term" as set forth in this Section
1.2."
Such amendment increases Subrecipient's UASI 15 grant funds allocation
set forth in the Agreement to reflect the Reallocation Modification. The
Workbook (as such term is defined in the Agreement) shall be amended
accordingly to reflect such modification and Subrecipient's use of grant
funds in connection thereto.
Second Amendment, UASI 15 2
City of Los Angeles and City of EI Segundo
447
2. Except as herein amended or modified, all terms and conditions of the
Agreement shall remain unchanged and in full force and effect by way of
this Second Amendment.
3. This Second Amendment may be executed in one or more counterparts,
each of which will be deemed an original, but all of which together will
constitute one and the same instrument. This Second Amendment
includes three (3) pages which constitute the entire understanding and
agreement of the parties with respect to the matters set forth herein.
Second Amendment, UASI 15 3
City of Los Angeles and City of EI Segundo
448
IN WITNESS WHEREOF, the City and Subrecipient have caused this Second
Amendment to be executed by their duly authorized representatives.
APPROVED AS TO FORM:
MICHAEL N. FEUER, City Attorney
By
For: THE CITY OF LOS ANGELES
ERIC M. GARCETTI, Mayor
- -F- -� By
Date
Eric M. Garcetti, Mayor
Date
ATTEST:
HOLLY L. WOLCOTT, City Clerk
By
Deputy City Clerk
Date
APPROVED AS TO FORM AND For: The City of EI Segundo, a
LEGALITY: municipal corporation
By
City Attorney By
Date
Date
ATTEST:
By [SEAL]
City Clerk
Date
-..........
City Business License Number:
Internal Revenue Service ID Number:
Council File/OARS File Number: 15-0734 Date of Approval: 5/04/15
City Contract Number C-127389
Second Amendment, UASI 15 4
City of Los Angeles and City of EI Segundo
449
Agreement No. 5348C
THIRD AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
MICHAEL T. LITTLE, dba
COUNTER RISK, INC.
This Third Amendment is entered into this 24th day of August, 2018, by and between the
CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and MICHAEL
T. LITTLE dba COUNTER RISK, INC ("CONSULTANT").
1. The term of the Agreement is extended from January 01, 2018 to September 30, 2019.
2. The parties also desire to amend the Agreement to increase the total amount of the
Agreement by $168,630, so that the total, not -to -exceed amount of the Agreement is
$399,630.
3. This Amendment may be executed in any number or counterparts, each of which will
be an original, but all of which together constitutes one instrument executed on the
same date.
4. Except as modified by this Amendment, all other terms and conditions of Agreement
No. 5348 remain the same.
[Signatures on next page]
-1-
450
Agreement No. 5348C
IN WITNESS WHEREOF the parties hereto have executed this Amendment the day and
year first hereinabove written.
CITY OF EL SEGUNDO
Greg Carpenter,
City Manager
ATTEST:
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
Mark D. Hensley,
City Attorney
-2-
MICHAEL T. LITTLE
dba COUNTER RISK, INC.
Michael T. Little
Taxpayer ID No, 82-1454539
451
EL SEGUNDO CITY COUNCIL MEETING DATE: September 18, 2018
AGENDA STATEMENT AGENDA HEADING: Consent Agenda
AGENDA DESCRIPTION:
Consideration and possible action to 1) Grant William J. Bonadiman's request to
withdraw their bid because of clerical error in accordance with Public Contract Code
Section 5101, 2) Award a Standard Public Works Contract to Williams Pipeline
Contractors, Inc. for the Water Main Improvement Project on Cedar Street and Walnut
Avenue, Project No. PW18-10; and 3) Award a standard Public Works Professional
Services Agreement to Berg & Associates, Inc. for construction inspection services.
(Fiscal Impact: $721,010.00 in FY 2017/18.)
RECOMMENDED COUNCIL ACTION:
1. Grant William J. Bonadiman's request to withdraw their bid because of clerical error
in accordance with Public Contract Code Section 5101;
2. Authorize the City Manager to execute a standard Public Works Contract, in a form
approved by the City Attorney, with Williams Pipeline Contractors, Inc. in the
amount of $542,544.00 and approve an additional $81,456.00 for construction -related
contingencies;
3. Authorize the City Manager to execute a standard Public Works Professional Services
Agreement in a form as approved by the City Attorney with Berg & Associates, Inc.
in the amount of $88,510.00 for construction inspection and geotechnical
(compaction) oversight and testing, and approve an additional $8,500.00 for related
contingencies; or,
4. Alternatively, discuss and take other possible actions related to this item.
ATTACHED SUPPORTING DOCUMENTS:
Location Map
FISCAL IMPACT: Included in Adopted Budget
Amount Budgeted: $3,000,000.00 for various water improvement projects
Additional Appropriation: N/A
Account Number(s): 501-400-7103-8206 (Water Enterprise Fund)
STRATEGIC PLAN:
Goal: 4 Develop Quality Infrastructure and Technology
Objective: (a) El Segundo's physical infrastructure supports an appealing, safe, and
effective City.
ORIGINATED BY: Arianne Bola, Senior Associate Engin�Ab
REVIEWED BY: Ken Berkman, Public Works Director
APPROVED BY: Greg Carpenter, City Manager.* -
452
BACKGROUND AND DISCUSSION:
On July 17, 2018, City Council adopted plans and specifications for the Water Main
Improvement on Cedar Street and Walnut Avenue (Project No. PW 18-10) and authorized staff
to advertise the project for receipt of construction bids to install approximately 1,000 ft. of new
water main, including water meters and service laterals to customers, at the following locations:
1. Cedar Street from Imperial Avenue to Walnut Street
2. Walnut Street from Cedar Street to Main Street
On August 28, 2018, the City Clerk received and opened six (6) bids as follows:
1. William J. Bonadiman
$375,610.00
2. Williams Pipeline Contractors, Inc.
$542,544.00
3. Palp, Inc. dba Excel Paving
$584,407.00
4. Cedro Construction, Inc.
$610,578.00
5. Bali Construction, Inc.
$619,936.00
6. Stephen Doreck Equipment Rentals, Inc.
$698,962.00
Shortly after the public bid opening, William J. Bonadiman requested to be relieved from their
bid due to a significant clerical error in their bid, in accordance with Public Contract Code 5101.
The contractor entered the wrong number from their preparation sheet when they filled out the
bid. The mistake made the bid materially different than what the contractor intended it to be and
the contractor had notified the City in writing within five working days in accordance with
Public Contract Code 5103. Staff notified the 2nd lowest responsible and responsive bidder,
Williams Pipeline Contractors, Inc. (Williams) and they committed to performing the work and
honoring their bid amount. Williams' bid amount is also under the engineering cost estimate of
$600,000. Staff checked the contractor's state license status, Department of Industrial Relations
registration and references and found that Williams has satisfactorily completed similar projects
for other public agencies and in good standing with their license and registration.
As a result of an open Request for Proposals process, Berg & Associates, Inc. (Berg) was one of
three firms selected to provide on-call water main construction inspection services. Staff has
checked their references and found them to be highly competent and professional at providing
daily oversight and construction inspection for similar project in other jurisdictions. Staff has
also verified that Berg rates are typical of the market for the services they will provide.
Staff therefore respectfully recommends that City Council:
1. Authorize the City Manager to execute a standard Public Works Contract, in a form
approved by the City Attorney, with Williams Pipeline Contractors, Inc. in the amount of
$542,544.00 and approve an additional $81,456.00 for construction -related
contingencies; and,
2. Authorize the City Manager to execute a standard Public Works Professional Services
Agreement in a form as approved by the City Attorney with Berg & Associates, Inc. in
the amount of $88,510.00 for construction inspection and geotechnical oversight and
testing, and approve an additional $8,500.00 in contingencies.
Construction is anticipated to commence in October 2018 and be completed in January 2019.
Any remaining funds will be returned to the Water Enterprise Fund.
453
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454
EL SEGUNDO CITY COUNCIL
AGENDA STATEMENT
AGENDA DESCRIPTION:
MEETING DATE: September 18, 2018
AGENDA HEADING: Consent Agenda
Consideration and possible action to accept as complete the Fire Station #1 Seismic
Retrofit Project, Project No. PW 15-23A. (Fiscal Impact: $179,595.52)
RECOMMENDED COUNCIL ACTION:
1. Accept the work as complete;
2. Authorize the City Clerk to file a Notice of Completion in the County Recorder's
office; or,
3. Alternatively, discuss and take other possible action related to this item.
ATTACHED SUPPORTING DOCUMENTS:
Notice of Completion
FISCAL IMPACT: Included In the Budget
Amount Budgeted: $250,000
Additional Appropriation: No
Account Number(s): 301-400-8201-8702 (Seismically Retrofit FS#1 / Install Doors)
STRATEGIC PLAN:
Goal: 4 Develop Quality Infrastructure and Technology
Objective: (a) El Segundo's physical infrastructure supports an appealing, safe,
and effective City
Goal: 1 Enhance Customer Service and Engagement
Objective: 2 City services are convenient, efficient and user-friendly for all
residents, businesses, and visitors
ORIGINATED BY: Cheryl Ebert, Senior Civil Engineer
REVIEWED BY: Ken Berkman, Public Works Director'
APPROVED BY: Greg Carpenter, City Manager 5a--
BACKGROUND
�
BACKGROUND AND DISCUSSION:
A large portion of Fire Station 1 was originally constructed in the 1960's with a major addition in
1987. Structural investigations within the building revealed issues that need to be addressed,
including cracks along the northeast corner of the outside of the building. In December 2015,
staff retained KPFF for structural analysis and design work to resolve concerns of the building's
ability to meet seismic standards. All proposed construction is related to the Apparatus Bay and
plans call for the following improvements:
455
W
• Install a new masonry wall and foundation along the north portion of the east wall
• Install new masonry wall/piers in the middle of the apparatus bay
• Install three (3) steel posts along the south wall
■ Install six (6) Simpson support straps
• Install struts at acoustical ceiling brace wire locations throughout the apparatus bay
• Perform carpentry and electrical work to facilitate the construction
On September 27, 2016, the City Clerk received and opened one bid from Caltec Corporation
(Caltec). Shortly thereafter, Caltec requested to be relieved from their bid due to a mathematical
error. On November 1, 2016, City Council rejected all project bids.
The second bid opening for this project occurred on June 27, 2017, and on July 18, 2017, City
Council awarded a Public Works Contract to Aid Builders, Inc. for the Fire Station #1 Seismic
Retrofit Project (Project) in the amount of $168,850.50 and authorized an additional $25,327.00
for construction -related contingencies. City Council also authorized the City Manager to execute
a standard Public Works Professional Services Agreement in a form approved by the City
Attorney with AKM Consulting Engineers in the amount of $19,988 for construction inspection.
Construction began on October 16, 2017 and was substantially complete by Aid Builders, Inc. on
April 5, 2018. Final completion was on May 24, 2018.
A final inspection of the work was performed for the Project and it was determined that the work
was completed in accordance with the plans and specifications and to the satisfaction of the
Public Works Department. Change orders with Aid Builders, Inc. were required for subgrade
plumbing repairs, fire sprinkler repairs, miscellaneous design changes, roof repairs, additional
engineering services, and removal of scoped items.
On May 18, 2018, Aid Builders, Inc. sent a claim letter to the City for disputed work, which was
rejected for lack of justification and supporting documentation. The claim is currently in process
with the Director in coordination with the City Attorney's Office, who concurred with staff's
decision to proceed with the action considered herein.
Staff respectfully recommends that City Council accept the work as performed by Aid Builders,
Inc. as complete and authorize the City Clerk to file a Notice of Completion with the County
Recorder's Office.
Accounting Summary
$168,850.50 Aid Builders, Inc. Contract Amount
+ $10,745.02 Chane Orders
$179,595.52 Subtotal
See Before and After Pictures on the next pages.
456
Magpi'+ EP —
Before
After
458
1
458
Recording Requested by
and When Recorded Mail To:
City Clerk, City Hall
350 Main Street
EI Segundo, CA 90245
NOTICE OF COMPLETION OF CONSTRUCTION PROJECT
Project Name: Fire Station #1 Seismic Retrofit Project
Project No.: PW 15-23A Contract No. 5367
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 EI Segundo
3. The full address of the owner is: City Hall, 350 Main Street, EI 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 May 24, 2018. The work done was: FS#1 Seismic Retrofit
Improvements
6 On September 18, 2018, City Council of the City of EI 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: Aid Builders, Inc.
8. The property on which said work of improvement was completed is in the City of EI
Segundo, County of Los Angeles, State of California, and is described as follows:
Improvements to the apparatus bay structure for purposes of seismically retrofitting the
building at Fire Station #1 in the City of EI Segundo.
9. The street address of said property is: 314 Main Street, EI Segundo, CA 90245
Dated
Ken Berkman
Public Works Director
VERIFICATION
I, the undersigned, say: I am the Director of Public Works of the City EI 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.
declare under penalty of perjury the foregoing is true and correct.
Executed on 2018 at EI Segundo, California.
Ken Berkman
Public Works Director
459
EL SEGUNDO CITY COUNCIL
MEETING DATE: September 18, 2018
AGENDA STATEMENT AGENDA HEADING: Consent Agenda
AGENDA DESCRIPTION:
Consideration and possible action regarding approval of a contract for consulting services with
Ignited, LLC a marketing agency, for the implementation of a marketing and Police Officer
recruitment campaign exclusively for the El Segundo Police Department. (Fiscal Impact:
$250,000).
RECOMMENDED COUNCIL ACTION:
1. Authroize the City Manager or his designee to enter into an agreement between the City
and Ignited, LLC for marketing consultant services for a two (2) year period;
2. Alternatively, discuss and take other action related to this item.
ATTACHED SUPPORTING DOCUMENTS:
1. Ignited, LLC proposal, dated August 9, 2018
2. El Segundo City Council Agenda Statement, June 25, 2018
FISCAL IMPACT: Unknown
Amount Budgeted: $0
Additional Appropriation: N/A — absorbed in current budget due to salary savings
Account Number(s): N/A
STRATEGIC PLAN:
Goal: 3(a) El Segundo is a City employer of choice and consistently hires for
the future.
Objective: 2 The City provides a competitive environment and nimble
hiring/onboarding process for its employees.
ORIGINATED BY: Jaime Bermudez, Police Lieutenant
REVIEWED BY: Bill Whalen, Chief of Police
APPROVED
WNA(.�N , �A %%�•
APPROVED BY: Greg Carpenter, City Manager Q
BACKGROUND AND DISCUSSION:
The successful recruitment of qualified Police Officers is a top priority of the Mayor, City Council
and Police Chief. In April 2018, City Council was presented with information describing the
challenges faced by the Police Department in hiring qualified police officer applicants.
Consequently, in June 2018, the City Council approved the Police Officer Recruitment Incentive
Program with financial incentives of up to $25,000 per candidate specifically intended to attract
lateral, pre -service and entry level police officers.
IC
460
To help meet the Department's hiring goals, a request for proposal was issued in July 2018, for
the services of an experienced marketing firm to support these recruitment initiatives. Two
companies responded, one located in Los Angeles and one local, in El Segundo. The submitted
proposals were evaluated by staff and each vendor was provided an opportunity to present their
proposed strategy as well as answer questions from staff. In addition to an impressive plan, and
positive reference feedback, Ignited, LLC provided a comprehensive fee schedule with a monthly
Media Spend budget, negotiable based on our particular needs for paid advertising, landing page,
billboards, radio, print, paid search and banner ads.
Through the RFP process, Ignited LLC, a local marketing firm based in El Segundo has been
selected by staff for their experience in successfully developing, and implementing similar
programs with other government agencies. More importantly, Ignited LLC, demonstrated a clear
understanding of our local and regional challenges in police officer recruitment.
A successful marketing plan will develop and implement marketing strategies to assist the
Department in positive brand development, market research, enhance our on-line presence, as well
as social media strategy development.
Upon award of this contract, one of the initial steps in the process will be to strategize with the
Ignited project manager and creative teams to assess our Department's recruitment insights and
challenges. From this information, a timeline will be developed and milestones will be established.
Key deliverables in this contract include:
1. Research- Understanding of the landscape, strengths and foundation to build a strategic
communications framework focused on increasing overall awareness of the department while
encouraging people to apply for a police officer position with our police department.
2. Strategy- Develop a comprehensive brand guideline and strategy to create our unique recruiting
campaign. This will involve our department mission, vision and core values.
3. Brand Positioning- Create campaign and creative assets for use in channels such as digital,
video, social and print.
4. Implementation and Analytics- Implement the plan and continuously monitor based on
performance indicators.
RECOMMENDATION:
Staff recommends the City Council approve the hiring of Ignited LLC, for a two year period.
461
MARKETING STRATEGY CONSULTING SERVICES
FOR POLICE DEPARTMENT RECRUITMENT
August 9, 2018
El Segundo Police Department
348 Main Street, El Segundo, CA 90245
Lieutenant Jaime Bermudez
E. IBermudez@elsegundo.org
3
MARKETING I CONSULTING I DIGITAL I COURAGE
462
CONTACT INFORMATION
Ignited's office Company:
is located
just 5 minutes Address:
from El
Phone:
Segundo P.D.
Website:
Ignited, LLC
2150 Park Place, Suite loo, El Segundo, CA 90245
310.773.3100
www.ignitedusa.com
Contacts: Eric Johnson
President
T. 310.773.3700
M. 310.704.2003
E. ejohnson@ignitedusa.com
Bree Bandy
VP, Brand Management & Operations
T. 310.7733132
M. 310.686.3862
E. bbandy@ignitedusa.com
Ownership: Limited Liability Company. Founded in 1999, Ignited is
an independently owned and operated company, so we
make decisions that benefit clients, not shareholders.
Size: We have 35 talented employees.
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TABLE OF CONTENTS
WhyIgnited..................................................................................................... Page IV
AgencyOverview................................................................................................ Page 1
History & Background.............................................................................. Page 1
Leadership............................................................................................. Page z
Services & Capabilities............................................................................. Page 3
Experience............................................................................................. Page 3
Approach.......................................................................... ...... Page 4
. ...............
Schedule and Estimate Summary............................................................. Page 7
References.............................................................................................. Page 8
CaseStudies...................................................................................................... Page 9
Army Experience Center Page 9
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2
1. WHY IGNITED
Dear Lt. Bermudez,
We appreciate the opportunity to be considered for Marketing Strategy Consulting Services for the
El Segundo Police Department Recruiting initiative.
We have provided a response with detailed information on who we are as a company, as well as how
we would approach your recruitment challenges.
If awarded this contract, Ignited will execute the City Consultant Professional Services Agreement
that was provided with the Request for Informal Proposal, on July 18, 2018.
Ignited will provide proof of insurance, as noted on page 3 of the RFI document and will obtain
and maintain a City Business License for the duration of the consultant services.
Lastly, I wanted to be sure to let you know that while the ESPD will have the support of the entire
Ignited team, I will be leading this initiative, and will be available and fully committed to this effort
for the entire duration of the contract term.
Sincerely,
I
Bree Bandy
VP, Brand Management & Operations
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2. AGENCY OVERVIEW
HISTORY & BACKGROUND
In the late 1990s, Eric Johnson, our founder and CEO, was SVP of marketing at Activision, the world's largest
video game publisher.
He was looking for an agency partner that could do more than keep up with him; he wanted an agency that
could lead him. He never found that agency—until he started Ignited.
Ignited is a strategy -led, creative communications, consulting firm created to spark growth for brands
through a unique combination of strategic consulting and custom go -to -market executions. Our vision is to spark
transformative change. Our core belief is every organization has an obligation to realize its full potential. We
exist to help brand unlock their full growth potential, so investors, employees, and customers benefit. Our team
is a collective of critical thinkers, creative storytellers, and data and media scientists with expertise in brand
building, innovation consulting, commerce, and analytics. We collaborate at the intersection of acceleration
and transformation by developing marketing and business solutions inspired by insights, grounded in data,
and manifested through disruptive community binding creative.
In the past 18 years, Ignited has grown and evolved as the marketing landscape has changed. Ignited has
been fortunate to work with a mix of emerging companies and global brands, such as the NBCUniversal,
Sony, DTS, Pepsico, Nike and The Coca-Cola Company. Ignited has also been a dedicated marketing partner to
the federal government for the last 16 years leading strategy and creative efforts with organizations including
the U.S. Army, Library of Congress and U.S. Securities and Exchange Commission.
Ignited sparks growth. We thrive on being true business partners with our Clients, and creating work that
solves your most complex business challenges, and helps you grow.
fir- - -
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LEADERSHIP
Eric Johnson — Founder & President
w Eric founded Ignited 18 years ago. Eric brings a unique client perspective to the agency, having previously
held the post of SVP, Marketing at Activision for 10 years. In addition to providing overall leadership and
guiding our agency vision, Eric leads our strategic planning and business development efforts.
Eric is currently Chairman to the Office of President of thinkLA, the trade association that promotes
n OF Los Angeles as the new world center for creative thinking and innovation in the fields of advertising,
marketing and media.
Aaron Dus — VP, Strategy & Analytics
s; With 15 years of international strategic consulting and marketing experience, Aaron brings a wealth
of category, industry and leadership knowledge to the table.
't �! Aft Over the years he's identified insights, developed marketing plans and implemented strategic
roadmaps for Birds Eye Voila, Lemonade, Voss Water, Pepsi, Lipton, Gatorade, Anheuser-Busch,
Walmart, 7- Eleven, MasterCard, eBay, G&E, Levis & Co, Samsung and Disney to name just a few.
Bree Bandy — VP, Brand Management & Operations
With over 18 years of account experience, Bree has provided convergent thinking and strategic
*' direction in a variety of categories, including QSR, automotive, tourism and beverage. Prior to joining
Ignited in 2006, Bree had stints at Mendelsohn/Zien Advertising and BBDO, where she worked on
Carl's Jr, Hardee's, La Salsa and Mitsubishi.
Bree currently leads our relationship with the Securities and Exchange Commission, ArcLight Cinemas
and Visitors Bureau, and The Osso Good Co.
Chalita Dasnanjali — VP, Media
[,. w Chalita joined Ignited in November 2012 to work on Universal Studios Home Entertainment, leading
the digital strategy and supervised planning on such successful releases as Ted, Les Miserables, Fast
& Furious 6 and Despicable Me 2.
Chalita oversees our in-house media team and is responsible for driving the development of effective
strategies that leverage client budgets and deliver maximum return on investment. Chalita works
closely with our clients to ensure that their media mix is optimized to reach the right consumers at
the right time and in the right place.
David Lock — VP, Experiential + Business Development
For over 15 years, David has directed events from intimate to epic in scale. At Ignited, David has
AV;J,
managed experiential marketing campaigns for clients across verticals ranging from beverage and
r consumer electronics, to tourism and government.
JRecognition for his work has included the 4A's Jay Chiat Award for Strategic Excellence and two North
American Effie awards in the Brand Experience and Government categories.
Christel Roldan — VP, Brand Management
Christel began her career working on projects for Tequila Cazadores, Whaler's Rum and El Polio Loco. At
RPA she handled all aspects of the Honda automotive business, including events/experiential, interactive,
t radio and TV/print. Her work includes "Everybody Knows Somebody Who Loves a Honda," a unique,
multifaceted social branding experiment, which is one of Honda's most memorable campaigns to date.
Since joining Ignited, Christel has worked on a variety of accounts, including ZICO Coconut Water,
Pinkberry, Sanuk and KeVita.
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SERVICES & CAPABILITIES
�o
STRATEGY
DIGITAL ,
CREATIVE
• TV / Video
• Content Creation
• Retail Displays
• Logo & Tagline development
• Package Design
• Campaign Ideation/
Implementation
• Strategic Consulting
• 360 Channel Planning
• Marketing Analytics
• Brand Development
MEDIA
• UX / UI
• Website
• Apps
• Planning / Buying
• Media Analytics
• Search + Social
• Amazon & eCom/mCom
92
EXPERIENTIAL
• Tradeshows
• Product Sampling
• Mobile Tours
• Stunts / Promotions
We have 15+ years serving as a marketing partner to state, federal and defense agencies. We also have
experience across a wide variety of other industries, including Apparel, Beauty, Consumer Electronics, CPG,
Entertainment, Food and Beverage, Footwear, Gaming, Retail and Travel & Tourism.
Schedule
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3
APPROACH
The El Segundo Police Department is seeking a strategic consulting and marketing agency to help develop a
recruitment strategy and communication program to attract new officers and cadets to join the force.
The department is facing some serious headwinds in its recruiting efforts:
• Significant competition from other police forces for talent.
• Other South Bay police departments offer a better compensation plan.
• Total compensation programs that aren't best of breed among the competition.
• Negative momentum among the force due to friction between POA and City Council.
• High cost of living in El Segundo: too expensive for most officers to live in the town, driving long commutes.
• By 2024, 27 officers will reach retirement age.
In the face of these challenges, the force is seeking an agency to help them turnaround this situation:
• Goal: Recruit and retain 25-30 people to join the force in the next 24 months.
• Change the conversation among the current force, creating a more positive work environment.
• Repair relationship between city leaders and the force.
• Transform the perception of the force to be more positive and embraced by the community.
The City Council has been evaluating a range of economic incentives to help address this challenge. They
recently approved several financial recruiting incentives, up to $25,000 effective through September 2020
officers of all levels.
We believe the El Segundo Police Department needs more than bonuses or an ad campaign. To leapfrog other
police departments, we believe the force needs to change the conversation about ESPD. The conversation
and perception need to go from negative, "a sinking ship", to quo8te a recent article, to be a model of a
progressive, innovative police force.
To accomplish these objectives, we will use the Ignited Process to identify opportunities to strategically
and authentically communicate the strengthens of the El Segundo Police Department. Based on the needs
outlined in your Request for Informal (RFI) Proposal, we believe the most effective way to meet your recruiting
needs will come from following our process to help you achieve your goals. The below process and further
elaborations on the next page outline how we would approach this engagement.
PHASE is IMMERSE
Assessment: Under the guidance and recommendation of Chief Whalen, Ignited would conduct an abbreviated
Ethnographic research study — interviewing up to 10 current officers, officers who have moved, or people
who could be Police Officer (Latera [/Academy Graduate) and Police Officer Trainee prospects. This will
provide a base understanding of the landscape, strengths of the force, and a foundation for us to build out a
strategic communications framework — focused on increasing the overall awareness of the El Segundo Police
Department while encouraging people to apply for a police officer position.
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PHASE 2: INVESTIGATE — INSIGHT
Strategic Development: With a solid understanding of what other respected officers think, feel and believe
to be the strengths of the El Segundo Police Department, we will develop a comprehensive brand guideline
and strategy to create your recruiting campaign. Elements include:
• Strategic Brand Guidelines: These will detail your vision, mission, purpose, values and a tone of
voice. Elements of this will be used to ensure consistency of communications, value propositions, and
alignment which it is critical to attract and retain new officers.
• Brand Messaging Framework: Given you have 4 distinct audience types, we need to develop a framework
that uniquely addresses their motivations and barriers to joining the force. It will highlight rational
and emotional benefits, key reasons to believe why choosing the ESPD is the best option for career
advancement and reinforce the community they are working hard to serve.
• Internal and External Messages and Communications Approaches/Pillars: This helps us develop content
that specifically conveys the right message to the right audiences at the right time and place to move
them through the conversation funnel (Awareness building (Increasing receptivity to our message),
Consideration (what's in it for me), and ultimately leading to someone applying.
It is worth noting, Ignited will focus on the communications challenges. We cannot be responsible for
the length of time it takes someone to move through the process nor whether they are qualified for the
position.
Digital and Social Channel (and Media) Distribution Strategy: Once we've defined who the right audience
is, what content they are most receptive to, our next step in the process is to allocate how to use key
digital and social channels to distribute our messages. This will help overcome some of the challenges
outlined in your RFI. The outcome is a strategic plan to optimize your channel mix to most effectively
meet your objectives.
In summary, all outputs will be used to inform the development of a creative campaign and media plan
designed to overcome your challenges and elevate the image of the El Segundo Police Department.
PHASE 3: IDEA
Creative Campaign Development: Create a creative campaign idea. This would begin with the development
of a creative brief and end in creative concepts (i.e., write-ups; visuals, tagline options) for use in channels
such as digital, social, print and out of home.
We will develop a creative brief to spark 3 distinctly unique creative territories that could be brought to life
across digital, video, social and print. Creative deliverables will include one external campaign as well as a
set of internal materials (e.g., posters).
Our process includes developing 3 high level concepts, each with a write-up and key visual or two. We will
then present these with the aim of narrowing down to one. Once we have the approved direction, we will
then develop the necessary assets (i.e., online banner; social media ads; etc.).
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PHASE 4: IMPLEMENTATION
Media Distribution and Analytics: Ongoing media management inclusive of paid media planning and
buying, monthly reporting and ongoing optimization.
Our planning process begins with developing campaign Key Performance Indicators (ex. Reach, Website
Traffic, Leads, etc.). Then, we conduct media consumption research (from published sources and syndicated
tools) for the specific audience to uncover which media channels they frequent, where they look for
jobs, and other related behaviors. From there, we develop a media mix (Social, Print, OOH, etc.) and pull
additional research on which specific publishers, apps, magazines, websites, locations, etc. best reaches
the audience. For example, we could uncover that Police Officers over -index for Facebook and Bus Shelters,
which would inform our recommendation. Campaign KPIs will also come in to play as various media
channels/partners have different strengths (ex. Bus Shelters may drive better reach while Facebook may
deliver more website visits). We would also provide targeting recommendations (if applicable) to make
sure we are reaching the right audience (ex. Police Officers in the Los Angeles, Orange, San Bernardino,
and Ventura counties). Note: Targeting could be tailored based on more granular segments and creative
messaging.
Once a plan is approved, we implement the plan and continuously monitor based on established Key
Performance Indicators. Within digital, we also optimize based on various levers (creative, targeting,
bids, etc.) We will also deliver a report monthly including tracked media delivery and performance with
accompanying insights and recommendations.
Production: Once a campaign is chosen, we will determine the assets needed and produce them, i.e., the
production of a video, building the digital assets for online use, photo shoot for print, etc.
Sample Media Mix
Social
J_? Print
OOH
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SCHEDULE AND ESTIMATE SUMMARY
*These rates are inclusive of overhead, labor and incidentals and any other direct costs.
**We have a $5k/month minimum for media fee's. In year 1, we will not have media running the first 2 months as
we are preparing strategy and creative.
TOTAL BUDGET FOR YEAR 1: $250,000.00
HOURLY•PROFIT
BILLABLE
RATES
Ab
Phase i IMMERSE:
TIMING
2 weeks
ESTIMATE*
$ 4,900
Assessment
President
Phase 2 INVESTIGATE - INSIGHT:
4 weeks
$ 22,100
Strategic Brand Guidelines
VP Strategy
$225.00
Brand messaging Framework
$74.25
$74.25
Internal and external messages and communications
approaches/pillars
$175.00
$59.50
Digital and social channel (and Media) Distribution Strategy
$57.75
Brand
Management
Phase 3 IDEA:
4 weeks
$ 28,000
Creative Campaign Development
VP Brand
Mgmt.
$175.00
Phase 4 IMPLEMENTATION:
6 weeks
$57.75
Production
$100.00
$40,000
Media Distribution and Analytics - Fee's
$33.00
$50,000
($5k per month for 10 months**)
Media Distribution- Paid Media
$105,000
*These rates are inclusive of overhead, labor and incidentals and any other direct costs.
**We have a $5k/month minimum for media fee's. In year 1, we will not have media running the first 2 months as
we are preparing strategy and creative.
TOTAL BUDGET FOR YEAR 1: $250,000.00
ROLE
HOURLY•PROFIT
BILLABLE
RATES
Ab
Strategy
President
$250.00
$85.00
1 $82.50
$82.50
VP Strategy
$225.00
$76.50
$74.25
$74.25
Strategist
$175.00
$59.50
$57.75
$57.75
Brand
Management
$49.50
Media
Supervisor
$140.00
$47.60
VP Brand
Mgmt.
$175.00
$59.50
$57.75
$57.75
Brand Mgr. (AE)
$100.00
$34.00
$33.00
$33.00
Creative
$33.00
Creative Dir.
$200.00
$68.00
$66.00
$66.00
Copywriter
$175.00
$59.50
$57.75
$57.75
Art Director
$175.00
$59.50
$57.75
$57.75
ROLE
HOURLY•PROFIT
BILLABLE
RATES
Media
VP Media
$175.00
$59.50
$57.75
$57.75
Media Director
$165.00
$56.10
$54.45
$54.45
Assoc. Media
Director
$150.00
$51.00
$49.50
$49.50
Media
Supervisor
$140.00
$47.60
$46.20
$46.20
Media
Planner/Buyer
$125.00
$42.50
$41.25
$41.25
Asst. Media
Planner
$100.00
$34.00
$33.00
$33.00
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REFERENCES
U.S. ARMY
COL Larry F. Dillard (Former U.S. Army AEC Program Manager)
Deputy Director, Transregional Threats Coordination Cell, 15
Joint Chiefs of Staff
U.S. Department of Defense
E. Larry.F.Dillard.mil@mail.mil
U.S. ARMY
Casey Wardynski (COL, Ret.)
Former Director, Office of Economic & Manpower Analysis
Office of the Asst. Secretary of the Army, Manpower & Reserve Affairs
HQ, Department of the Army
E. ecwardynski@gmail.com
i
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BACKGROUND
The challenge to recruit Army Soldiers runs much deeper than the impact of wars in Iraq and Afghanistan; it runs
to a legacy brand experience that hasn't changed in decades. Across the country, Army recruiting stations are
hidden in the leased space of low -rent strip malls, tucked between nail salons and check -cashing stores. They are
anything but showcases for today's Army.
The U.S. Army needed an innovative way to communicate its values, resources, and career opportunities to a new
generation of Americans. To deliver a compelling brand message to its 17 -24 -year-old target audience, the Army
needed a radical transformation of not only where they interacted with the public, but how they did it, including
the technology they used.
upEnmunic'M
f
IGNITED
INSIGHT
Beyond their stark locations and exteriors, Army recruiting stations do nothing
to convey the true brand proposition of a career in the Army. Lost among worn
carpets and drab government furniture is the reality that the U.S. Army is one
of the most technologically advanced organizations in the world and that Army
soldiers have daily access and personal control over those technologies. Legacy
stations do not provide recruiters with much more than trifold pamphlets
and the occasional display of Army TV commercials to accurately convey the
tremendous diversity of career and education opportunities. This makes it
difficult for visitors to understand how an Army career may/may not suit their
personalities and long-term objectives. Indeed, the majority of recruiting
stations are eerily reminiscent of the ones depicted in the movies "Private
Benjamin" or "Stripes" almost 30 years ago: unwelcoming and intimidating,
with an inaccessible recruiter on the other side of a desk, holding all of the
critical information a prospective soldier needs to make an important decision.
STRATEGY
We designed and delivered an interactive, technologically advanced Army
Experience Center (AEC) — a brand destination much more than a recruiting
station — that not only reflected the reality of the contemporary U.S. Army, but
also significantly increased interaction, education, persuasion, and conversion
with prospects.
The AEC was conceived to:
1. Increase awareness and change perceptions of the Army.
2. Build COI and community support for the Army.
3. Generate contract leads for Army Recruiters.
4. Test new Army business practices and manpower structure.
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Deliver a fully integrated advertising program centered around a specific mission: armed forces recruitment.
The program began with extensive market research, planning, and analysis among both the target consumer
base as well as Army leaders and the recruiter sales force.
Ignited then developed, managed, and executed all creative and graphic design needs for the U.S. Army,
including, but not limited to: posters, handbills, recruitment brochures, and directional signage, as well as all
advertising materials; OOH (out -of -home), print, bus and rail, in -theater, in -mall, and sponsorships.
The agency further supported all of the AEC's online and Web -based marketing initiatives, conceptualizing and
building the AEC's website and developing content for all social media platforms, such as Facebook, YouTube,
MySpace, and Flickr, as well as all online display advertising, social media, email marketing, SEC, SEM, and
digital media planning/buying.
Ignited also wrote, directed, produced, and edited over 40 educational videos that helped inform the target
audience about Army values and the value propositions associated with a career in the U.S. Army.
By combining transparency, clarity of message, and engagement through modern technology, the AEC delivered
rich content and almost immediately altered the perceptions of those exposed to the AEC's dynamic tools and
materials.
RESULTS
1. Within the first year, the AEC had a 25% lift in contracts per recruiter, and enlisted 31% more recruits within
its 10 -mile catchment radius, compared to the number of recruits enlisted by the previous stations covering
the exact same area. (Source: USAREC data)
2. The AEC drove a large number of return visits, and registration data revealed that 60% of return visitors
brought a friend with them. (Source: AEC data)
3. The AEC Facebook page grew to more than 14,500 fans, putting it in the top 4% of all Facebook pages and
making it a best practice for the entire U.S. Army Recruiting Command. (Source: AEC and USAREC)
4. Survey data of visitors showed a roughly 20% improvement in their perception of the Army as a viable career
for them. (Source: AEC data)
The AEC received over $44 million in unpaid
media exposure with coverage in multiple
top -tier news outlets including The
Associated Press, FOX News Network, CNN,
The Philadelphia Inquirer, USA Today, The
New York Times, Adweek, NBC Nightly
News, BBC America, NPR, Reuters, and The
Washington Times. News crews from as
far as England, Tokyo, and Russia came to
report on the Army Experience Center and
the transformation it represents.
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IGNITED © 2018 Ignited LLC. Proprietary & Confidential. I Liquid I.V. I Paid Search/Paid Social Proposal
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2150 Park Place, Suite 100, El Segundo, CA 90245 1 310.773.3100 1 www.ignitedusa.com
476
EL SEGUNDO CITY COUNCIL
MEETING DATE: June 25, 2018
AGENDA STATEMENT AGENDA HEADING: Consent Agenda
AGENDA DESCRIPTION:
Consideration and possible action regarding adoption of a resolution establishing financial
incentives to attract lateral police officers, police academy graduates, pre -service and police cadets
to apply at the City of El Segundo Police Department. Additionally, the Department seeks to
acquire the services of a marketing firm to support the marketing of these and other recruiting
initiatives (Fiscal Impact: To Be Determined).
RECOMMENDED COUNCIL ACTION:
1. Approve staff's soliciting of proposals from marketing firms;
2. Adopt a resolution outlining incentive cash amounts, stipulations and disbursement
schedules related to lateral entry police officer applicants, academy graduates, entry level
and police cadets; and increasing the current Recruiting Incentive paid to the Department's
police officers; and/or
3. Alternatively, discuss and take other action related to this item.
ATTACHED SUPPORTING DOCUMENTS:
1. Proposed Resolution
2. El Segundo City Council Agenda Statement, April 17, 2018
FISCAL IMPACT: Unknown
Amount Budgeted: $0
Additional Appropriation: N/A — absorbed in current budget due to salary savings
Account Number(s): N/A
STRATEGIC PLAN:
Goal: 3(a) El Segundo is a City employer of choice and consistently hires for
the future.
Objective: 2 The City provides a competitive environment and nimble
hiring/onboarding process for its employees.
ORIGINATED BY: Jaime Bermudez, Police Lieutenant
REVIEWED BY: Bill Whalen, Chief of Police
APPROVED BY: Greg Carpenter, City Manager
53 3
477
BACKGROUND AND DISCUSSION:
Currently, the City offers a cash incentive of $3,000 to lateral police officers, paid in two payments,
$1,500 at time of hire and $1,500 at successful completion of probation. Current officers who
recruit a lateral entry police officer receive $1,500 in two equal payments.
The last time the Department hired a lateral entry police officer was in 2011.
On April 17, 2018, City Council was presented with information describing the challenges faced
by the Police Department in hiring qualified police officer applicants. Despite significant efforts,
hiring qualified applicants has been difficult. With the anticipation of several retirements as well
as continued competition from surrounding police agencies, City Council approved instituting
financial incentives in order to attract academy graduates, Police Cadets as well as lateral police
officers from other law enforcement agencies.
Unlike entry-level candidates, who must attend a police academy, then go through six months of
Field Training, lateral entry police officers provide the Department an experienced employee,
generally able to successfully operate as a solo patrol officer in three months. This accelerated
process results in more effective utilization of City funds and Department training resources.
Attracting lateral entry police officer applicants is a primary goal of this incentive program;
however, current staffing needs require a multifaceted approach with enhanced bonuses for
recruiters as well as all possible candidates including academy graduates, pre -service and entry
level in order to increase the overall applicant pool.
The Department also seeks to acquire, through the RFP process, the services of an experienced
marketing firm to support these marketing initiatives. A successful marketing plan would develop
and implement marketing strategies to assist us in brand development; market research, enhancing
our on-line presence, as well as social media strategy development. In the event the contract with
the successful proposer exceeds the City Manager's signature authority of $50,000, the contract
would be brought to the City Council for approval at a future meeting.
PROPOSED RECRUITMENT INCENTIVE PROGRAM:
The Police Department recommends the Recruitment Incentive Program as outlined, remain in
effect until September 30, 2020, at which time staff will assess the effectiveness of the program
and provide additional recommendations. The following amounts are not subject to PERS,
meaning they do not add to an individual employee's salary, but are merely one-time payments.
1. Lateral Police Officer Hiring Incentive: The Lateral Officer incentive will be $25,000
awarded to successful candidates, paid in full when the officer is hired by the City. To
qualify for the cash incentives, the lateral applicant, must:
a. Be currently employed as a peace officer within a CA law enforcement agency
b. Possess a CA POST BASIC Certificate
2. Police Academy Graduates and Pre -Service: Academy Graduates and Pre -Service
54
478
Applicant incentive will be $10,000 awarded to successful candidates, paid in full when
the officer is hired by the City.
3. Entry Level Applicant Incentive: Entry level applicants will receive an incentive of
$5,000 when the applicant graduates from a Police Academy. .
4. Moving Expense Reimbursement: Lateral entry police officers, academy graduates and
pre -service candidates relocating from locales outside Los Angeles, Orange, Riverside, and
San Bernardino Counties are eligible for reimbursement of moving expenses incurred
within 90 days of hire date, up to a maximum of $5,000 as a result of the relocation for
employment with the City.
5. Police Cadet Tuition Reimbursement: Police Cadets, will receive school tuition
reimbursement up to $1,750 per year effective at completion of the employee's two-year
hire anniversary date, while still employed with the City.
There are currently 8 police officer vacancies. Hypothetically, if all vacancies were filled with
lateral applicants ($25,000 bonus), the highest proposed incentive amount applied in each case, it
would total $200,000.
RECOMMENDATION:
Staff recommends that the City Council approve staff seeking proposals from marketing firms and
adopt the attached resolution which establishes the incentive program as outlined above.
55
479
RESOLUTION NO.
A RESOLUTION APPROVING A POLICE OFFICER RECRUITMENT
INCENTIVE PROGRAM
The City Council of the City of EI Segundo does resolve as follows:
SECTION 1_ The City Council finds and declares as follows:
1. The City of EI Segundo, like many other cities, is experiencing a diminished pool
of well-qualified candidates to fill police officer vacancies;
2. Currently, the City offers a cash incentive of $3,000 to lateral police officers, paid
in two payments, $1,500 at time of hire and $1,500 at successful completion of
probation, while current ESPD officers who recruit a lateral entry police officer
receive $1,500 in two equal payments; and
3. The City Council desires to establish a new recruitment incentive program, as
outlined below, to attract more qualified candidates to fill police officer vacancies.
SECTION 2: Approval. The City Council approves the Recruitment Incentive Program as
follows:
Lateral Police Officer Hiring Incentive: The Lateral Officer incentive will be
$25,000 awarded to successful candidates, paid at the time of hire. To qualify for
the cash incentives, the lateral applicant, must:
a. Be currently employed as a peace officer within a California law
enforcement agency; and
b. Possess a CA POST BASIC Certificate.
2. Police Academy Graduates and Pre -Service: Academy Graduates and Pre -
Service Applicant incentive will be $10,000 awarded to successful candidates, paid
at the time of hire.
3. Entry Level Applicant Incentive: Entry level applicants will receive an incentive
of $5,000 when the applicant graduates from a Police Academy.
4. Moving Expense Reimbursement: Lateral entry police officers, academy
graduates and pre -service candidates relocating from locales outside Los Angeles,
Orange, Riverside, and San Bernardino Counties are eligible for reimbursement of
moving expenses incurred within 90 days of hire date, up to a maximum of $5,000
as a result of the relocation for employment with the City.
5. Police Cadet Tuition Reimbursement: Police Cadets will receive school tuition
reimbursement up to $1,750 per year effective at completion of the employee's
56
480
two-year hire anniversary date, while still employed with the City.
SECTION 3: Effective date of new program. The new program will take effect upon the
City Council's approval of this Resolution.
SECTION 4: Authority. The City Manager or his designee is authorized to take any
actions necessary to effectuate this Resolution.
SECTION 5: Construction. This Resolution must be broadly construed in order to achieve
the purposes stated in this Resolution. It is the City Council's intent that the provisions of
this Ordinance be interpreted or implemented by the City and others in a manner that
facilitates the purposes set forth in this Resolution.
SECTION 5: 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 Ordinance are severable.
SECTION 6: The City Clerk is directed to certify the adoption of this Resolution, record
this Resolution in the book of the City's original resolutions, and make a minute of this
adoption of the Resolution in the City Council's records and the minutes of this meeting.
SECTION 7: This Resolution will become effective immediately and will remain effective
unless repealed or superseded.
PASSED AND ADOPTED this 25th day of June, 2018.
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 EI 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 day of , 2018, and the same was so passed and adopted
by the following vote:
AYES:
2
57
481
NOES;
ABSENT:
ABSTAIN:
Tracy Weaver, City Clerk
APPROVED AS TO FORM:
Mark D. Hensley, City Attorney
58
482
EL SEGUNDO CITY COUNCIL MEETING DATE: September 18, 2018
AGENDA STATEMENT AGENDA HEADING: Consent Agenda
AGENDA DESCRIPTION:
Consideration and possible action regarding the second reading and adoption of Ordinance No.
1567 to prohibit gatherings where underage drinking or illegal marijuana use occurs, and
adoption of Resolution No. establishing the schedule of fines for administrative citations
when there are violations of Ordinance No. 1567. Fiscal impact: None
RECOMMENDED COUNCIL ACTION:
1. Waive second reading and adopt Ordinance No. 1567;
2. Adopt Resolution No. ;
3. Alternatively, discuss and take other possible action related to this item.
ATTACHED SUPPORTING DOCUMENTS:
1. Ordinance No. 1567; and
2. Resolution No.
FISCAL IMPACT: None.
Amount Budgeted: N/A
Additional Appropriation: N/A
Account Number(s): N/A
STRATEGIC PLAN:
Goal: El Segundo is a safe and prepared city.
Objective: The City has a proactive approach to risk and crime.
PREPARED BY: Bill Whalen, Chief of Police 4 -Dr CG1�cF
APPROVED BY: Greg Carpenter, City Manager
BACKGROUND AND DISCUSSION:
On June 5, 2018, the City Council introduced the first reading of Ordinance No. 1567 to prohibit
gatherings where underage drinking or illegal marijuana use occurs. At a special meeting held on
June 13, 2018, the City Council considered Ordinance No. 1567 on second reading. Following
further consideration of the Ordinance, the City Council directed staff to engage the community
regarding the specifics of the Social Host Ordinance (SHO). These community engagement
sessions occurred on June 29, 2018 and July 31, 2018. Based upon community input, staff drafted
a revised Social Host Ordinance.
On August 21, 2018, the City Council considered the revised ordinance at a regular meeting.
I. Social Host Liability Ordinance ("Chapter 7-13").
Ordinance No. 1576, if adopted, would establish a new Chapter 7-13 in the El Segundo Municipal
Code. The new chapter would hold persons responsible who encourage, are aware of or should be
483
aware of the consumption of alcohol or marijuana by minors on premises they are responsible for,
however, fail to take reasonable steps to prevent it. Penalties for a violation of Chapter 7-13 would
subject the violator to an administrative citation, which would obligate the citee to pay civil
penalties or complete community service hours established by City Council resolution. The
proposed fines for a violation of Chapter 7-13 are $1,000 for a first offense, $2,000 for second
offense, and $5,000 for a third offense within a 12 -month period. Any "new" violation which
arises more than 12 -months from the date of the first violation would be considered a "first"
violation and would trigger the escalating fines indicated above, starting with $1,000. Any "first"
violation is eligible for community service in lieu of the fine at the discretion of the Chief of Police.
II. Resolution Regarding Fine Amounts.
The attached Resolution No. establishes the schedule of fines for administrative citations
when there are violations of Chapter 7-13. The schedule represents the City Council's direction
during deliberations about this proposed Chapter. The Resolution is presented to the City Council
for adoption and would take effect on the date the Ordinance would go into effect, if adopted.
RECOMMENDATION:
Staff recommends that the Council:
1. Waive second reading and adopt Ordinance No. 1567;
2. Adopt Resolution No. ,
3. Alternatively, discuss and take other possible action related to this item.
484
ORDINANCE NO. 1576
AN ORDINANCE ADDING CHAPTER 13 TO TITLE 7 OF
THE EL SEGUNDO MUNICIPAL CODE PROHIBITING THE
HOSTING, PERMITTING OR ALLOWING OF
GATHERINGS AT WHICH PERSONS UNDER 21 YEARS
OF AGE ARE CONSUMING ALCOHOLIC BEVERAGES OR
USING MARIJUANA ILLEGALLY
The City Council of the City of EI Segundo does ordain as follows:
SECTION 1: Findings.
A. Minors often obtain or possess marijuana or consume alcoholic beverages
at parties held on private property and under the control of a person who
knows or should know of this conduct but fails to prevent it.
B. Underage use of marijuana or consumption of alcoholic beverages poses
an immediate threat to the public health, safety and welfare in that it
increases alcohol abuse by minors, physical altercations, violent crimes
(including rape and other sexual offenses), accidental injury, neighborhood
vandalism and excessive noise disturbance, all of which may require
intervention by the Police or Fire Departments.
C. The City's municipal code prohibits the consumption or possession of
alcohol in certain public places, including public streets, parking lots, City
parks and the beach, but does not have any rules to address underage
drinking on private property (ESMC §§ 7-6-8, 10-1-4, 10-3-11).
D. State law prohibits the possession of marijuana by a minor under certain
circumstances. (Health & Safety Code §§ 11357, et seq.) State law also
prohibits persons 21 years or older from possessing, processing,
transporting, purchasing, obtaining, or giving away recreational marijuana
to persons 21 years or older under certain circumstances. (Health & Safety
Code §§ 11357, et seq.) There are no rules in state law or the ESMC which
address underage marijuana use on private property (ESMC Chapters 13B
and 4-14).
E. The prohibitions proposed by this ordinance are reasonable and intended
to deter use of marijuana or consumption of alcoholic beverages by minors
by holding responsible those persons who encourage, are aware of or
should be aware of this illegal conduct by minors but fail to take reasonable
steps to prevent it.
SECTION 2: Chapter 13 (Social Host Regulations) is added to Title 7 (Nuisances and
Offenses) of the EI Segundo Municipal Code to read, in its entirety, as follows:
"CHAPTER 13
SOCIAL HOST REGULATIONS
485
7-13-1: PURPOSE:
7-13-2: DEFINITIONS:
7-13-3: GATHERING AT WHICH MINORS USE MARIJUANA OR CONSUME
ALCOHOLIC BEVERAGES PROHIBITED:
7-13-4: EXEMPTIONS:
7-13-5: VIOLATION; PENALTY:
7-13-1: PURPOSE:
A. The purpose and intent of this chapter is:
1. To facilitate the enforcement of laws prohibiting the use of marijuana
by minors and the service and consumption of alcoholic beverages
by minors, in an effort to deter, and to promote the reduction of,
underage drinking and drug use;
2. To protect public health, safety and welfare and quiet enjoyment of
property and properties neighboring the location of gatherings at
which minors use marijuana or are served and consume alcoholic
beverages; and
3. To establish a duty of persons 21 years of age or older having control
over any premises, who knowingly host, permit or allow a gathering
at the premises to take reasonable steps to prevent the service and
consumption of alcoholic beverages or use of marijuana by minors.
Reasonable steps include, but are not limited to, controlling the
access to and provision of marijuana and alcoholic beverages to
minors, and monitoring the responsible, safe and lawful conduct of
minors on the premises.
B. This chapter should not be construed as adding any additional authority for
any law enforcement officer or government official to either enter private
property or subject any property or person to search or seizure that does
not otherwise exist independent of the provisions of this chapter.
C. It is not the intent of this chapter to impose strict liability against a parent or
legal guardian whose best intentions and reasonable efforts to prevent the
service and consumption of alcoholic beverages or use of marijuana by
minors at a gathering are circumvented by the actions of any person to
obtain alcoholic beverages or marijuana at the premises or to bring
concealed alcoholic beverages or marijuana to the premises.
7-13-2: DEFINITIONS:
Unless the contrary is stated or clearly appears from the context, the following definitions
will govern the construction of words and phrases used in this chapter:
MR
ALCOHOL: Means ethyl alcohol, hydrated oxide of ethyl, or spirits of wine, from whatever
source or by whatever process produced.
ALCOHOLIC BEVERAGE: Includes alcohol, spirits, liquor, wine, beer, and every other
liquid or solid containing alcohol, spirits, wine or beer, and which contains one-half of one
percent or more of alcohol by volume and which is fit or beverage purposes either alone
or when diluted, mixed, or combined with other substances.
GATHERING: Means a party, gathering, or event where three or more persons have
assembled or are assembling for a social occasion or social activity.
MARIJUANA: Means all parts of the plant Cannabis sativa L., whether growing or not;
the seeds thereof; the resin extracted from any part of the plant; and every compound,
manufacture, salt, derivative, mixture, or preparation of the plant, its seeds or resin.
MINOR: Means any person under 21 years of age.
PREMISES: Means a home, yard, apartment, condominium, hotel or motel room, or other
dwelling unit, or any commercial, business or industrial site, hall or meeting room, whether
occupied on a temporary or permanent basis, and whether owned, leased, rented or used
with or without compensation.
RESPONSIBLE ADULT: Means a person 21 years of age or older who owns, rents,
leases or otherwise has control of the premises where the gathering occurs.
RESPONSIBLE PERSON: Means:
A. The person in charge of the premises when the gathering occurs; or
B. The person who organized the gathering.
7-13-3: GATHERING AT WHICH MINORS USE MARIJUANA OR CONSUME
ALCOHOLIC BEVERAGES PROHIBITED:
It is unlawful and a public nuisance for either a responsible person or responsible adult to
cause or allow a gathering to take place at the premises whenever the responsible person
or responsible adult knows or reasonably should have known alcoholic beverages or
marijuana are being unlawfully consumed or used by minors. Liability for a violation of
this section will be imputed to either a responsible person or responsible adult, but not
both.
A. Prima facie evidence that a responsible person had the knowledge, or
should have had the knowledge, necessary to establish a violation of this
chapter include those situations where:
1. Minors are consuming alcoholic beverages or using marijuana and
there is a minor present on the premises who is obviously under the
influence of alcohol or marijuana; or
2. A warning has been issued to the location within the last 12 months
regarding alcohol or marijuana use by minors at the premises.
487
B. Prima facie evidence that a responsible adult had the knowledge, or should
have had the knowledge, necessary to establish a violation of this chapter
include those situations where:
1. A responsible adult is present at the premises during a gathering
where minors are consuming alcoholic beverages or using
marijuana; or
2. A warning has been issued to the location within the last 12 months
regarding alcohol or marijuana use by minors at the premises.
C. A warning for a violation of this section will only be issued where the
responsible adult was not present at the premises during a gathering where
minors are consuming alcohol or using marijuana and there is no evidence
that a minor is present on the premises who is obviously under the influence
of alcohol or marijuana.
7-13-4: EXEMPTIONS:
This chapter does not apply to:
A. Any California Department of Alcoholic Beverage Control licensee at any
premises licensed and regulated by the Department of Alcoholic Beverage
Control.
B. Conduct involving the use of alcoholic beverages which occurs exclusively
between a minor child and his or her parent or legal guardian, including the
possession or consumption of an alcoholic beverage in connection with a
cultural or religious activity. This exemption does not include any conduct
that would contribute to the delinquency of a minor (a violation of Penal
Code section 272).
C. Conduct which the city is expressly preempted from prohibiting under state
law, specifically, the Medicinal and Adult use Cannabis Regulation and
Safety Act.
D. A responsible person or responsible adult who called 911 and reported that
a minor was in need of medical attention due to alcohol consumption or
marijuana use, was the first person to make the 911 call, and when reporting
that a minor was in need of medical assistance, remained on the scene with
the minor until that medical assistance arrived and cooperated with medical
assistance and law enforcement personnel on the scene.
E. A responsible person or responsible adult who requests immediate
assistance from the police department to remove any person who refuses
to abide by the requesting person's performance of duties imposed by this
chapter, or to terminate the gathering because of the requesting person's
ability to prevent minors from consuming alcoholic beverages or using
marijuana despite having taken reasonable steps to do so, as long as such
request is made before any other person makes a complaint about the
gathering.
488
7-13-5: VIOLATION; PENALTY:
A. The City Council may adopt a resolution establishing a schedule of
administrative fines and community service hours for a violation of this
chapter.
B. In addition to the administrative fines described in this chapter, the
responding law enforcement officer may issue an order requiring the
gathering to be disbanded and may cite and arrest any violators under any
other applicable ordinances and statutes.
C. For any responsible person who is a juvenile, each parent or legal guardian
of the juvenile will be considered a responsible person liable for any fines,
penalties and fees imposed pursuant to this chapter. The parents or
guardians of a juvenile found to have violated this chapter may request to
have that juvenile serve community service as described in subsection (E),
below, and pay City administrative fees, if any, as an alternative penalty to
paying the applicable civil penalty.
D. Nothing in this chapter is deemed to prevent the city from commencing a
civil or criminal proceeding to abate a public nuisance or from pursuing any
other means available under any other statute, ordinance or law (civil or
criminal), to correct conduct regulated by this chapter in addition to or as
alternatives to the procedures set forth herein. This chapter in no way limits
the authority of the police department to make arrests for any criminal
offense arising out of conduct regulated by this chapter.
E. The responsible person or responsible adult may perform community
service and pay City administrative fees, if any, as an alternative to paying
the civil penalty with the prior written consent and approval of the Police
Chief or designee. The Police Chief or designee retains the discretion to
approve the community service requested by the responsible person/adult.
Upon approval of the Police Chief or designee to perform community
service, the responsible person/adult must complete the required hours
within one year of approval and must submit proof of completion to the
Police Chief or designee. Failure to receive approval to perform community
service or failure to complete the required hours of service will result in the
imposition of the applicable civil penalty, which is immediately payable. No
reduction in the penalty is authorized for completion of less than the
required hours of community service unless approved by the City Manager
or designee. Community service will only be approved for the first citation
issued within a one-year period.
F. Violations of this chapter are not subject to the response cost
reimbursement provisions outlined in Sections 1-2A-28, et seq. of this
Code."
489
SECTION 3: Environmental Analysis. Because of the facts set forth in Section 1, this
Ordinance is categorically exempt from further environmental review under the California
Environmental Quality Act (California Public Resources Code §§21000, et seq., "CEQA")
and CEQA Guidelines (14 California Code of Regulations §§15000, et seq.), because it
consists only of minor revisions and clarifications to existing regulations and procedures.
It does not have the effect of deleting or substantially changing any regulatory standards
or findings required thereof. The Ordinance is an action that does not have the potential
to cause significant effects on the environment. Accordingly, this ordinance is exempt
from further environmental review pursuant to 14 Cal. Code Regs. §15168(c)(2).
SECTION 4: CONSTRUCTION. This ordinance must be broadly construed in order to
achieve the purposes stated in this ordinance. It is the City Council's intent that the
provisions of this ordinance be interpreted or implemented by the City and others in a
manner that facilitates the purposes set forth in this ordinance.
SECTION 5: ENFORCEABILITY. Repeal of any provision of the EI Segundo Municipal
Code does not affect any penalty, forfeiture, or liability incurred before, or preclude
prosecution and imposition of penalties for any violation occurring before this ordinance's
effective date. Any such repealed part will remain in full force and effect for sustaining
action or prosecuting violations occurring before the effective date of this ordinance.
SECTION 6: VALIDITY OF PREVIOUS CODE SECTIONS. If this entire ordinance or its
application is deemed invalid by a court of competent jurisdiction, any repeal or
amendment of the ESMC or other city ordinance by this ordinance will be rendered void
and cause such previous ESMC provision or other ordinance to remain in full force and
effect for all purposes.
SECTION 7: SEVERABILITY. If any part of this ordinance 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 ordinance are severable.
SECTION 8: The City Clerk is directed to certify the passage and adoption of this
ordinance; cause it to be entered into the City of EI Segundo's book of original ordinances;
make a note of the passage and adoption in the records of this meeting; and, within 15
days after the passage and adoption of this ordinance, cause it to be published or posted
in accordance with California law.
SECTION 9: This Ordinance will become effective on the thirty-first day following its
passage and adoption.
PASSED AND ADOPTED this day of 2018.
Drew Boyles, Mayor
490
ATTEST:
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO )
I, Tracy Weaver, City Clerk of the City of EI Segundo, California, do hereby certify that
the whole number of members of the City Council of said City is five; that the foregoing
Ordinance No. was duly introduced by said City Council at a regular meeting held
on the ____ day of , 2018, and 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 day of 2018, and the same
was so passed and adopted by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Tracy Weaver, City Clerk
APPROVED AS TO FORM:
Mark D. Hensley, City Attorney
491
RESOLUTION NO.
A RESOLUTION OF THE CITY OF EL SEGUNDO ESTABLISHING
THE ADMINSTRATIVE FINES FOR VIOLATIONS OF CHAPTER
7-13 OF THE EL SEGUNDO MUNICIPAL CODE.
The City Council of the city of EI Segundo does resolve as follows:
SECTION 1: The City Council finds and declares as follows:
A. On July 1, 2003, the City Council introduced Ordinance No. 1364
("Citation Ordinance") which adds Chapter 2A, entitled
"Administrative Citations" (consisting of §§ 1-2A-10 to 1-2A-270), to
Title 1 of the EI Segundo Municipal Code ("ESMC") and allows the
City enforcement officers to issue administrative citations for ESMC
violations. The Administrative Citation Ordinance allows fine
amounts to be adopted by City Council resolution, pursuant to
Government Code § 53069.4(a)(1).
B. On July 1, 2003, the City Council adopted the fine amounts attached
as Exhibit "A" to Resolution No. 4313 as the City's fine schedule for
purposes of imposing fines pursuant to Chapter 2A of Tile 1 of the
ESMC.
C. On August 21, 2018, the City Council introduced Ordinance No.
1567, which adds Chapter 7-13, entitled "Social Host Regulations" to
Title 7 of the ESMC and allows City enforcement officers to issue
administrative citations for a violation of Chapter 7-13.
D. The City Council finds that such fines are necessary to preserve the
health, safety and welfare of the City by deterring the conduct
proscribed in Chapter 7-13.
SECTION 2: The fine amounts attached as Exhibit A for a violation of Chapter 7-
13 of the EI Segundo Municipal Code are hereby adopted and will take effect on
the effective date of Ordinance No. 1567.
SECTION 3: This Resolution is effective immediately upon adoption.
SECTION 4: The City Clerk shall certify to the passage and adoption of this
Resolution.
PASSED AND ADOPTED this day of 2018.
-1-
492
Drew Boyles,
Mayor
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO
I, Tracy Weaver, City Clerk of the City of EI Segundo, California, hereby certify that
the whole number of members of the City Council of the 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 , 2018, and the same was so passed and adopted by the
following roll call vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
Mark D. Hensley,
City Attorney
-2-
493
EXHIBIT A
FINE SCHEDULE FOR ADMINISTRATIVE CITATIONS
A. Except as otherwise provided, violations of the ESMC for which
administrative citations are issued will have fines imposed as follows:
1. A fine not exceeding one hundred dollars ($100.00) for the first
violation;
2. A fine not exceeding two hundred dollars ($200.00) for a second
violation of the same provision within one year;
3. A fine not exceeding five hundred ($500.00) for each additional
violation of the same provision within one year of the first
violation.
B. Notwithstanding Section A, violations of Chapter 7-12 of the EI
Segundo Municipal Code are subject to an administrative fine in the
following amounts:
1. A fine not exceeding two thousand five hundred ($2,500) for the
first violation;
2. A fine not exceeding five thousand ($5,000) for a second
violation of the same provision within 12 months;
3. A fine not exceeding seven thousand five hundred ($7,500) for
each additional violation of the same provision within 12 months
of the first violation.
C. Notwithstanding Section A, violations of Chapter 7-13 of the EI
Segundo Municipal Code are subject to an administrative fine in the
following amounts:
1. A fine not exceeding one thousand ($1,000) for the first violation
or a total of 75 hours of community service (pursuant to Section
7-13-5 of the EI Segundo Municipal Code);
2. A fine not exceeding two thousand ($2,000) for a second
violation of the same provision within one year;
3. A fine not exceeding five thousand ($5,000) for each additional
violation of the same provision within one year of the first
violation.
-3-
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EL SEGUNDO CITY COUNCIL MEETING DATE: September 18, 2018
AGENDA ITEM STATEMENT AGENDA HEADING: Consent Agenda
AGENDA DESCRIPTION:
Consideration and possible action to (1) approve two Facility Use Agreements between the City and El
Segundo Unified School District (ESUSD) for El Segundo-Wiseburn Aquatics Center and Urho Saari
Swim Stadium and (2) approve a Joint Use Agreement between the City and Wiseburn Unified School
District (WUSD) for the use and operations of the new El Segundo-Wiseburn Aquatics Center.
(Fiscal Impact: Aquatics Ceiitcr - $400,000 contribution by ESUSD for a 10 year use term, estimated
$175,000 annual net operation expense to be paid by City, design and construction costs - $1.8 million
by City, $6 million by Wiseburn Unified School District plus land costs, $6 million by non-profit South
Bay Sports, Health and Recreation; Urho Saari — the lesser of 24% or $1 million contribution by
ESUSD towards refurbishment costs with City paying 76%/$3 million, ESUSD receives 10 year use
term, City pays for annual operating expenses)
RECOMMENDED COUNCIL ACTION:
1. Approve the Facility Use Agreement between the City and El Segundo Unified School District
for the use of the new El Segundo-Wiseburn Aquatics Center; and,
2. Approve the Facility Use Agreement between the City and El Segundo Unified School District
for the Urho Saari Swim Stadium; and,
3. Approve the Joint Use Agreement between the City and Wiseburn Unified School District for
the use and operations of the new El Segundo-Wiseburn Aquatics Center subject to revisions to
be approved by the City Attorney; and/or,
4. Alternatively, discuss and take other action related to this item.
ATTACHED SUPPORTING DOCUMENTS:
1. Restated Settlement Agreement — January 19, 2016
2. Draft Joint Use Agreement between the City and Wiseburn Unified School District for the
Aquatics Center
3. Summary of Agreement Approved on December 14, 2017 by the El Segundo City Council and
ESUSD Board
4. Final Facility Use Agreement between the City and El Segundo Unified School District for the
Aquatics Center
5. Final Facility Use Agreement between the City and El Segundo Unified School District for the
Urho Saari Swim Stadium
FISCAL IMPACT: Aquatics Center - $400,000 contribution by ESUSD for a 10 year use term,
estimated $175,000 annual net operation expense to be paid by City, design and construction costs -
$1.8 million by City, $6 million by Wiseburn Unified School District plus land costs, $6 million by non-
profit South Bay Sports, Health and Recreation; Urho Saari — the lesser of 24% or $1 million
contribution by ESUSD towards refurbishment costs with City paying 76%,/$3 million, ESUSD
receives 10 year use term, City pays for annual operating expenses.
Amount Budgeted: Included in upcoming FYI 8/19 proposed budget
Additional Appropriation: N/A
Account Number(s): Aquatics Trust Account - Revenue
495
STRATEGIC PLAN:
Goal: lb El Segundo's engagement with the community ensures excellence.
Objective: 1 The City is transparent regarding services and performance.
PREPARED BY: Meredith Petit, Director of Recreation and Parks
REVIEWED BY: Meredith Petit, Director of Recreation and Parks
APPROVED BY: Greg Carpenter, City Manager,
BACKGROUND & DISCUSSION:
On September 28, 2016, the City Council authorized the use of $1,800,000 from the Aquatics Trust
Fund to be used to complete the El Segundo Aquatics Center at the Wiseburn High School site. The
total project budget was set to not exceed $13,800,000 with a $6,000,000 contribution from Wiseburn
Unified and a pledge from South Bay Sports, Health and Wellness for an additional $6,000,000.
Once the facility is completed, the City will be responsible for the operation and maintenance (O&M) of
the new Aquatics Center and Locker Rooms in accordance with the Settlement Agreements and required
Joint Use Agreement with the Wiseburn Unified School District; therefore, it was critical for staffto be
an integral part of the project during construction. The Public Works Director has served as the City's
Project Manager, with assistance from senior engineering staff, and has attended weekly project
progress meetings onsite, bringing other City staff in as needed to address any issues or answer any
questions and ensure all construction is completed in the City's best interest.
Joint Use Agreement / Wiseburn Unified School District
Through a Settlement Agreement between the Wiseburn Unified School District ("Wiseburn") and the
City of El Segundo, the two parties have been collaborating on designing and constructing a joint -use
aquatics facility that will be located on Wiseburn property but operated and maintained by the City. The
Settlement Agreement called for Wiseburn to contribute $6,000,000 to help fund the project, while the
City would be responsible for the ongoing operations and maintenance of the aquatics facility.
In order to formalize the partnership and lay out certain responsibilities it is necessary to create an
agreement that each party agrees to. Wiseburn and City staff along with various subcommittees of
elected officials and administrators of both parties have been involved in drafting the agreement to both
parties' satisfaction. Additionally, each party's legal counsel has reviewed the document and are
working to finalize it. The City Council can approve the draft agreement and authorize the City Manager
and City Attorney to finalize and execute the agreement with minimal material changes.
The main points covered in the Joint Use Agreement are:
■ Establishment and makeup of an Aquatics Center Committee (ACC) to implement the terms of
the agreement and meet quarterly. This ACC can create subcommittees that can be comprised of
various stakeholders and staff that meet more regularly to discuss scheduling and daily
operations.
• Scheduling of WUSD usage for school -related athletics or activities (3 hours per day) and
"Exclusive Use Days" that require either party to access spaces operated by the other, limited to
12 total each year. The agreement permits the City to have exclusive use of the Aquatics Center
496
at all times not set aside for WUSD and ESUD.. WUSD cannot retain monies generated from
its use of the facilities and, rather, must remit such monies to the City for purposes of recovering
operating expenses at the Aquatics Center.
+ The term of the Agreement is for 25 years with an option to mutually agree to extend the term
for an additional 25 years. The City can terminate it on 2 years notice.
+ The City is responsible for routine maintenance and repair; however, the language provides that
if the two parties agree, the City may elect to reimburse the District for routine maintenance and
repair (i.e. landscaping and custodial). The Aquatics Center Committee will recommend major
maintenance and/or capital improvements on an annual basis when possible to forecast, or on an
as -needed basis for unforeseen circumstances.
• The District and City will establish a replacement reserve fund; the District must contribute
$40,000 annually for the first 25 -year term. The City and the District must each contribute
$20,000 annually during the second 25 -year term.
• Whenever the pool is in use, the Party using the pool is responsible for ensuring that a minimum
of one appropriate individual who possesses current lifeguarding, First Aid, and CPR
certifications. City and District may agree to have City personnel perform lifeguard duties
during District use, subject to reimbursement of direct costs by the District.
Facility Use Agreements/ El Segundo Unified School District
The City Council and ESUSD School Board held joint meetings on October 10, 2017 and December 14,
2017 to discuss arrangements for school use of the new Aquatics Center and financial contributions
from ESUSD to the City. Ultimately, the two bodies came to consensus and a summary of the
discussions is attached to this report. The ESUSD Superintendent, City Manager and each party's
attorneys have collaborated to draft the final agreements. The City believes the current draft is
consistent with both party's intentions, but there may be some minor revisions that staff requests be
subject to the City Attorney's approval.
The main points covered in the Facility Use Agreement are:
• The District will contribute $400,000 for the purposes of the City to purchase equipment for the
use of community and school programming at the Aquatics Center.
■ The City will be responsible for all other costs, including utilities, and the District can retain
monies that it generates from its use.
• The term will be for 10 years with the option, which must be mutually agreed upon, to extend
for up to four separate 10 -year renewal periods. The agreement can be cancelled on one year's
notice. If the City terminates before the end of the first ten year period, the City must repay the
District a pro -rata amount of the $400,000.
• District usage allowance will be equal to WUSD usage, 3 hours per day, and scheduling will be
determined through the subcommittee as determined by the Aquatics Center Committee.
• District will receive one "exclusive use" day with the ability to request additional with ample
time to accommodate within the schedule and subject to approval by the City.
The main points covered in the agreement for financial contribution for renovation of The Plunge are:
+ The District will contribute the equivalent of 24% of the total project cost, not to exceed
$1,000,000, as it relates to the scope of work described in the 2014 Isaac Sports Group Study.
497
• The initial term of the agreement will be 10 years and may be extended through mutual
agreement.
• The City retains priority usage of the facility as set forth in the current Joint Use Agreement
between the City and ESUSD.
At the time of the writing of this report, ESUSD is scheduled to approve both agreements at the
September 11, 2018, School Board meeting.
498
FIRST AMENDED AND RESTATED SETTLEMENT AGREEMENT BETWEEN
THE WISEBURN UNIFIED SCHOOL DISTRICT AND
THE CITY OF EL SEGUNDO
This Agreement ("Agreement") is made and entered into this 19th day of January 2016
by and between the Wiseburn Unified School District, a school district organized in accordance
with the California Education Code ("District") and the City of EI Segundo, a general law city
and municipal corporation ("City"). These parties may also be referred to in this Agreement
individually as a "Party" and collectively as "Parties."
1. RECITALS. This Agreement is entered into with reference to the following facts and
objectives:
A. On May 22, 2013, the Parties entered into a Settlement Agreement that resolved a
dispute regarding District's High School and the Property (the "Original
Agreement"). To the extent they are applicable, the definitions set forth in the
Original Agreement are incorporated into this Agreement by reference.
B. To the extent they continue to be relevant for purposes of this Agreement, the
recitals set forth in Section l of the Original Agreement are incorporated by
reference.
C. Since the Original Agreement was executed, representatives from each Party met
met to implement the terms and conditions of the Original Agreement.
D. Following a revision to the Project and an Addendum to the FEIR approved on
November 20, 2014, the Parties identified additional mutual interests for helping
to resolve the Dispute. Among other things, the Parties seek to construct a larger
Aquatics Center than anticipated in the Original Agreement.
E. The District Board and City's City Council believe that the public interest is
served by settling the Dispute on the terms provided in this Agreement. This
Agreement is intended by the Parties to resolve the Dispute in all respects.
SETTLEMENT AGREEMENT
499
FOR AND IN CONSIDERATION of the above -referenced recitals and the promises and
covenants contained in this Agreement, the Parties agree as follows:
2. AQUATICS CENTER.
A. As described below, District agrees to design, and, if approved by the District
Board, District agrees to cause construction of an "Aquatics Center" on the
Property.
B. At a minimum, the Aquatics Center must encompass approximately two (2) acres
at the northwest corner of the Property and include the following:
i. An outdoor 54 x 25 meter pool for swimming, water polo, physical
education/recreational use. In addition, based on the El Segundo "Upgrade
Option," the Aquatics Center should include a snack or small kitchen
facility and a four lane shallow warm up pool with separate changing
facilities for men and women. If the Aquatics Center budget allows (as
reasonably determined by each Party), the Aquatics Center should include
spring board diving board.
ii. Two moveable bulkheads for short course swim.
iii. Associated support structures/facilities to include at a minimum locker
rooms and restrooms with an additional family restroom.
iv. Separate meters for electricity, water, and gas to be installed to
differentiate the Aquatics Center from the rest of the High School. If the
Aquatics Center budget allows (as reasonably determined by each Party),
the Aquatics Center should include a Cogeneration system.
V. The Aquatics Center may include solar panels to reduce the cost of
utilities.
vi. The original conceptual design for the Aquatics Center is attached as
Exhibit "A," and incorporated by reference (the "Conceptual Design") and
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SETTLEMENT AGREEMENT
500
the New El Segundo Upgrade Option is attached in Exhibit "B" and
incorporated by reference "New El Segundo Upgraded Option."
C. If, before construction commences on the Aquatics Center, the final budget for the
Aquatics Center provides inadequate funding for all of the options identified in
Section 2(B), then the Parties agree to cooperate to reduce the cost of the Aquatic
Center through value engineering; eliminating or reducing elements; and
otherwise redesigning the Aquatics Center to make it more cost effective.
D. The Final Design.
The Final Design for the Aquatics Center must be consistent with all
requirements of applicable law including, without limitation, the
Education Code and California State high school facility requirements.
ii. The Final Design for the Aquatics Center will be consistent with, not be
materially different from, and not be smaller than the Conceptual Design.
iii. District will form a Design Committee for the Aquatics Center and City
will be entitled to representation on this Committee. District will
accommodate, to the extent reasonable and feasible, the comments of City.
Except as set forth in clause (iv) with respect to equipment choices for the
Aquatics Center, the determination of the ultimate Final Design for the
Aquatics Center rests with the District Board.
iv. With respect to decisions about equipment choices relating to operation
efficiencies of the Aquatics Center and the quality of the equipment,
District must implement the recommendations of City provided that such
recommendations do not cause District's total costs for the Aquatics
Center to exceed project funding/budget of $6,000,000 as specified in
Section 6(A) below, or City pays for any costs in excess of this amount.
V. Should City and District have a dispute regarding matters under clause
(iv), District and City agree to submit such a dispute to nonbinding
SETTLEMENT AGREEMENT
501
mediation as quickly as is practicable. The mediator must be a person
specializing in construction matters related to public agencies. If
agreement can be reached, the Parties agree to enter into a written
mediation settlement agreement setting forth the terms and conditions of
the issues upon which the parties have come to an agreement. If the Parties
enter into a mediation settlement agreement, it may be enforced in any
court of competent jurisdiction. Both Parties agree to share the fees and
costs of the mediation equally except that legal, witness, and expert costs
are the direct responsibility of each individual Party.
E. None of the Parties may take any action in using, operating, or running the
Aquatics Center that would jeopardize the tax exempt status of the bonds used to
construct the Project and the Aquatics Center.
F. The Aquatics Center will be named "City of EI Segundo — Wiseburn Unified
School District Aquatics Center", or such other name as mutually agreed to by
District and City.
3. PROCESSING AQUATICS CENTER PROJECT.
A. Timing Milestones/Requirements:
i. If the amended settlement agreement is approved by District Board,
District must immediately modify its Project plans to include the Aquatics
Center and submit such plans to the Division of State Architect ("DSA")
as soon as reasonably practical.
ii. Once DSA approves the Aquatics Center plans, District must undertake
construction pursuant to its normal procedures in a timely fashion. District
must inform City on an ongoing basis regarding District's progress and be
provided the Notice Inviting Bids, as well as construction schedules
submitted by the successful bidder.
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SETTLEMENT AGREEMENT
502
iii. For any future change to the Aquatics Center, District will remain lead
agency for CEQA purposes. Designation as lead agency does not require
District to bear any or all costs of any future modification.
4. AQUATICS CENTER JOINT USE AGREEMENT.
A. The Parties agree to separately enter into a Joint Use Agreement ("JUA") for use
of the Aquatics Center in accordance with the requirements of this Agreement.
The JUA will be executed by the Parties to this Agreement only; no other person
including, without limitation, the ESUSD, will be a party to the JUA or a third -
party beneficiary. City may, in its sole discretion, determine how (or if) ESUSD
may access or use the Aquatics Center other than as provided in this Agreement.
B. The JUA for the Aquatics Center must, at a minimum, provide as follows:
i. The term must be at least 25 years with a 25 year renewal option, and a
subsequent 25 year renewal option that may only be exercised at City's
request.
ii. The form of the JUA must be substantially similar to existing joint facility
use agreements between school districts and cities in California.
iii. Unless otherwise provided in the JUA, District and ESUSD will have
exclusive (i.e., public use is prohibited during these times) and equal use
of the Aquatics Center, including the therapy pool, Monday through
Friday, for a maximum of six hours per day for the period commencing
one week before the start of the District's School Year through the end of
the District's School Year, and on select pre -agreed upon, non -school days
which days cannot exceed twelve days per year. All other hours will be
governed in accordance with Section 4(B)(vi) of this Agreement. The JUA
may utilize a method for making changes to this schedule without
amending this Agreement. For any such schedule, however, District and
ESUSD uses must have priority over other recreational uses. Before the
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SETTLEMENT AGREEMENT
503
academic year commences, District, ESUSD and City will develop a
master calendar for Aquatics Center use. The District and the City agree
to cooperate and entertain flexibility concerning scheduling of the uses of
the Aquatic Center.
IV.. District's and ESUSD's use of the Aquatics Center must be equitably
determined by the JUA to accommodate, among other things, the E1
Segundo High School swim teams or water polo teams during times
identified by the JUA to which the ESUSD may be a party.
V. City will have exclusive use of the Aquatics Center, including the therapy
pool, during all days and times that District and/or ESUSD do not have
such exclusive use. If District and ESUSD have different exclusive use
periods and ESUSD has no objection, City may use the therapy pool
during ESUSD's sole exclusive use period. At all times during which City
has use of the Aquatics Center, City may utilize its park permitting
regulations as set forth in El Segundo Municipal Code ("ESMC") §§ 9-8-
1, et seq. for purposes of scheduling events at the Aquatics Center with the
understanding that all persons residing in the District's boundaries are
considered City residents for purposes of the Aquatics Center only and
entitled to use the Aquatics Center on the same terms and conditions as
residents of the City. If it is determined that the park permitting
regulations violate the bond restrictions, appropriate adjustments will be
made by the City.
vi. Except as otherwise provided, City will operate the Aquatics Center for
the term of the JUA. Atter the Aquatics Center receives its certificate of
occupancy, however, City may cease operations after providing District
with a two-year written notice. Notwithstanding City's ability to cease
operations, City will nevertheless, at a minimum, maintain and repair the
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SETTLEMENT AGREEMENT
504
pool and therapy pool for use by District students for at least five years
after the Aquatics Center receives its certificate of occupancy.
vii. City will provide as much notice as practicable before terminating the
JUA.
viii. The JUA must contain a mutual defense, indemnification and hold
harmless provision.
ix. The JUA must contain a requirement that each Party maintain appropriate
levels of insurance to cover their respective use of the Aquatics Center in
an amount to be agreed upon in the JUA.
X. The cost of utilities will be allocated between District and City based on
their respective exclusive use periods for the Aquatics Center.
xi. During the term of the JUA, District's share of revenue from the operation
of the Aquatics Facility must be allocated to City to offset City's share of
operation and maintenance costs.
xii. ESUSD's use of the Aquatics Center will be conditioned, at minimum,
upon ESUSD agreeing to the mutual defense, indemnification and hold
harmless, and providing necessary insurance.
C. Replacement Reserve Fund.
i. District and City will establish a replacement reserve fund ("Replacement
Reserves") to be maintained by District. The timing of the payments will
be governed by the JUA. The Replacement Reserves must be used by
District to make necessary capital improvements. City is not entitled to
reimbursement of any Replacement Reserves if it terminates the JUA, or
the JUA expires, before the expenditure of such funds.
ii. For the initial 25 year term of the JUA, District must contribute the sum of
$40,000 annually to the Replacement Reserves.
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SETTLEMENT AGREEMENT
505
iii. If the second 25 -year term of the JUA is exercised, District will annually
contribute $40,000 to the Replacement Reserves.
iv. In any subsequent terms of the JUA beyond a total of 50 years, if they are
exercised, District and City must each annually contribute $20,000 to the
Replacement Reserves.
D. The terms of the JUA for the Aquatics Center must incorporate the deal points set
forth above as well as other provisions of this Agreement and neither Party may
object to the JUA if it substantially conforms to such terms. Failure of the Parties
to agree in the JUA on minor, non -substantive issues and immaterial deviations
are not grounds for invalidating this Agreement.
E. The JUA must include a provision requiring the Parties to submit any dispute
involving the JUA to arbitration before any party can file a petition with the Los
Angeles Superior Court.
Any dispute must be resolved by arbitration before a retired judge of the
Superior Court of the State of California (the "Arbitrator") under the
auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS").
ii. The arbitration must be conducted in Los Angeles County, California. Any
party may be represented by counsel or other authorized representative.
iii. The decision rendered by the arbitrator will become binding upon the
parties unless appealed to the Los Angeles County Superior Court within
thirty (30) days of the decision. If subsequent litigation results in an award
to the party appealing the arbitration that is less than or equal to that of the
arbitration decision, or if the litigation results in a decision in favor of the
nonappealing party, then the party appealing the arbitration will pay the
nonappealing party's attorney's fees and court costs.
iv. Should a party timely object to the arbitration decision, it may file a
petition with the Los Angeles County Superior Court in accordance with
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SETTLEMENT AGREEMENT
506
California Code of Civil Procedure ("CCP") §§ 1285, et seq.
Notwithstanding the limitations set forth in CCP § 1286.2, the court may
vacate, correct, or adjust an arbitration award, and enter judgment in
accordance with CCP § 1287.4, for any legal or equitable basis including,
without limitation, error of law. The court will apply the substantial
evidence standard of review when considering the appeal of an objecting
party.
5. ATHLETIC FACILITIES JOINT USE AGREEMENT. The Parties agree to enter into an
agreement for use of the fields at the Project and at City -owned athletic fields at the northeast
corner of Mariposa Avenue and Nash Street (the "Athletic Field Agreement" or "AFA").
Further, the Parties agree to cooperate in identifying other athletic facilities where joint and
reciprocal use of athletic facilities may be possible. The AFA may be part of the JUA or a
separate agreement.
6. DISTRICT RESPONSIBILITIES. Without admitting that the FEIR is deficient, District
must undertake the following obligations in response to City's concerns regarding the FEIR and
the Project:
A. District must pay up to $6,000,000 for the design, development, planning and
construction of the Aquatics Center.
B. District will hold title to the Property and all improvements including, without
limitation, the Aquatics Center.
C. District will cap daytime high school enrollment at the Property at 1600 students
to ensure Small Learning Communities.
D. District will devote appropriate and sufficient resources to maintain a safe and
secure environment on the Property during school hours, including having a full
time Security Coordinator on the campus.
E. District will implement the mitigation measures set forth in the FEIR to ensure
safe student drop-off areas which do not pose either a pedestrian or a vehicular
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SETTLEMENT AGREEMENT
507
hazard on the surrounding public streets. If issues develop relating to drop-off and
pick-up, District will work with City to resolve such matters.
F. District will make the Property available as an Emergency Shelter for the
American Red Cross.
7. CITY RESPONSIBILITIES.
A. Operation and Maintenance. Once the Aquatics Center receives its final certificate
of occupancy and is open to the public, City will operate and maintain it in
accordance with the JUA.
B. Grand Extension. Unless required by law, City will not undertake a public works
project to implement an east -west extension of Grand Avenue during the term of
the JUA and so long as the Property is operated as a school.
C. Both Parties agree to cooperate in efforts to seek outside funding — whether
through grants, donations, or corporate sponsorship — to help fund the Aquatics
Center budget.
D. Should the budget be inadequate to construct the Aquatic Center as anticipated by
this Agreement, and as otherwise modified in accordance with Section 2 of this
Agreement, City may (in the City Council's sole discretion) provide up to
$1,800,000 in funding.
E. Notwithstanding any other provision, City agrees to provide $300,000 to the
Aquatics Center budget for design costs, payable within 30 days of District
receiving approved (stamped) plans from the Division of the State Architect
(DSA). Should City opt to provide additional funds to the Aquatics Center budget,
i.e., up to an additional $1,500,000, those funds will be provided to the Aquatics
Center budget before bidding commences, in addition to all necessary funds to
complete the Aquatic Center Project. City understands and agrees that the
$300,000 provided for design costs will not be refunded to City even if this
Agreement terminates or if District fails to build the Aquatics Center.
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SETTLEMENT AGREEMENT
508
8. NO LIMITATION OF POWERS.
A. Nothing in this Agreement is intended to, nor can it, act as a limitation on City's
present or future exercise of municipal powers in accordance with the California
Constitution and applicable law.
B. Nothing in this Agreement is intended to, nor can it, require the District Board to
exercise its discretion in any way when considering whether to approve the Final
Design.
9. REMEDIES/GUARANTEES OF PERFORMANCE.
A. District must build the Aquatics Center in accordance with this Agreement. The
Parties agree that failure of District to meet this standard constitutes a default of
this Agreement. The Parties agree that this default will result in damage and injury
to City. The Parties further agree, however, that actual damages incurred by City as
result of such default is difficult if not impossible to ascertain with any degree of
certainty or accuracy. Accordingly, the parties have negotiated and have agreed that
District is liable to, and must pay, City for liquidated damages, and not as a penalty,
$1.5 million for District's failure to construct the Aquatics Center. If for any reason
District does not approve or construct the Aquatics Center, City is entitled to the
sum of $1.5 million in liquidated damages to fully compensate the City for the loss
of the ability to use the pool and the impacts on the City's ability to provide
adequate recreational facilities to its citizens. Recovering liquidated damages is the
sole and exclusive remedy of City if the District does not approve or does not
construct the Aquatics Center.
i. District must give at least 10 business days notice to City of the date and
time of the meeting at which the District Board will consider the Aquatics
Center. If District does not approve the Aquatics Center within two hundred
ten (2 10) days after this Agreement becomes effective, City is immediately
SETTLEMENT AGREEMENT
509
entitled to such fiinds. The Parties may extend this date for good cause
shown and by mutual written agreement.
ii. If, after any approval of the Aquatics Center, District decides not to
construct the Aquatics Center, District will give City written notice of this
decision and City is immediately entitled to liquidated damages.
iii. Absent third party litigation which delays the construction of the Aquatics
Center, if no formal action is taken by District but the Aquatics Center is
not under construction by the time the High School opens, City is entitled
to liquidated damages.
iv. A notice of completion for the Aquatics Center must be recorded not later
than July 31, 2018. If a notice of completion is not recorded by that date,
City is entitled to liquidated damages. City's entitlement to liquidated
damages will be extinguished upon a notice of completion being recorded
for the Aquatics Center.
10. COMPROMISE, SETTLEMENT, AND RELEASE. Except to the extent that City may
exercise its police powers to enforce applicable law after the Aquatics Center is approved, in
consideration of the mutual terms and conditions set forth in this Agreement, the Parties compromise
and settle any and all past, present, or future claims, demands, obligations, or causes of action for
compensatory or punitive damages, costs, losses, expenses, and compensation, whether based on tort,
contract, or other theories of recovery, that the Parties have or might accrue arising from the Dispute
or the Additional Review. Further, the Parties, on their respective behalves and those of their heirs,
executors, administrators, and assigns fully release the other Party, its elected and appointed officials,
employees, agents, and all other persons and associations, known or unknown, from any obligation
or liability arising from the Dispute or the Additional Review. The Parties agree that this compromise,
settlement, and release constitutes a bac to any claim involving the Dispute or the Additional Review.
11. GENERAL RELEASE OF ALL KNOWN OR UNKNOWN CLAIMS. The Parties
acknowledge and agree that this Agreement applies to all claims that the Parties may have against
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SETTLEMENT AGREEMENT
510
each other arising out of the Dispute for injuries, damages, or losses to person and property, real or
personal, whether those injuries, damages, or losses are known or unknown, foreseen or unforeseen,
or patent or latent, including those that may arise from the Additional Review.
12. CIVIL CODE § 1542. The Parties, or their representatives, certify that he or she read Civil
Code § 1542, set forth below, and indicates that fact by initialing here: _CITY]
[DISTR[CT].
"A general release does not extend to claims which the creditor does not know
or suspect to exist in his or her favor at the time of executing the release,
which if known by him or her must have materially affected his or her
settlement with the debtor."
13. WAIVER OF § 1542 PROTECTIONS. After reading and understanding Civil Code §
1542, City and District voluntarily waive their application to this Agreement. City and District
understand and acknowledge that the significance and consequence of this waiver is that even if City
or District should eventually suffer additional damages arising out of the Dispute or the Additional
Review, City and District will not be permitted to make any claim against the other Party for those
damages. Furthermore, City and District acknowledge that City and District intend these
consequences even as to claims for damages that may exist, and which, if known, would materially
affect City's and District's decision to execute this Agreement, regardless of whether City's or
District's lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause.
14. NO ASSISTANCE TO THIRD PARTY LITIGATION. City agrees that it will not directly
or indirectly assist in any challenge brought by a third party against the District with respect to the
Project, the Dispute or the Additional Review.
15. THIRD PARTY LITIGATION. If litigation is brought by a third party to challenge the
construction, development or funding of the Project, District may act to void this Agreement. If
District seeks to void this Agreement, it must provide written notice to City and City then has a new
30 -day statute of limitations period in which to challenge the original approval of the Project based
on any timely claims that could have been made at such time. The 30 -day period commences upon
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SETTLEMENT AGREEMENT
511
receipt of written notice by District. In the event, the District elects to void this Agreement pursuant
to this Section 15, any remedy for non-performance set forth in Section 9 will unavailable to City.
This Section will survive any voiding of the remaining Agreement.
16. LEGAL ADVICE. Each Party warrants and represents that in executing this Agreement, each
Party sought legal advice from the attorney of their choice, that the terms of this Agreement and its
consequences were completely read and explained to each Party by that attorney, and that each Party
fully understands the terms of this Agreement.
17. FULL DISCLOSURE. Each Party acknowledges and represents that each Party was apprised
of all relevant information and data relevant to the Dispute and this Agreement, including, without
limitation, future risks, complications, and costs. Each Party further acknowledges and represents
that, in executing this Agreement, the Party has not relied on any inducements, promises, or
representations made by the other Party or any representative of the other Party.
18. WAIVER. A waiver by either Party of any breach of any term, covenant, or condition
contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the
same or any other term, covenant, or condition contained in this Agreement, whether of the same
or different character.
19. NOTICES. All communications to either Party by the other Party will be deemed made
when received by such Party at its respective name and address as follows:
CITY
City of El Segundo
350 Main Street
EI Segundo, California 90245
Attention: City Manager
DISTRICT
Wiseburn Unified School District
13530 Aviation Boulevard
Hawthorne, California 90250
Attention: Superintendent
Any such written communications by mail will be conclusively deemed to have been received by
the addressee upon deposit thereof in the United States Mail, postage prepaid and properly
addressed as noted above. In all other instances, notices will be deemed given at the time of
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SETTLEMENT AGREEMENT
512
actual delivery. Changes may be made in the names or addresses of persons to whom notices are
to be given by giving notice in the manner prescribed in this Section.
20. ATTORNEYS' FEES AND COSTS. The Parties each agree to waive any entitlement of
attorneys' fees and costs incurred with respect to the Dispute and the negotiation of this
Agreement.
21. NO ADMISSION OF LIABILITY. It is understood and agreed that this settlement is a
compromise of the Dispute, and that entry into this Agreement cannot be construed as an
admission of liability on District's behalf.
22. INTERPRETATION. This Agreement was drafted in and will be construed in accordance
with the laws of the State of California, and exclusive venue for any action involving this
Agreement will be in Los Angeles County.
23. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding of the
Parties. Except as otherwise provided, there are no other understandings, terms or other
agreements, expressed or implied, oral or written.
24. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review
this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a
whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against
either Party. This Agreement is intended to, and does, amend and restate the Original Agreement.
While specific provisions of the Original Agreement were incorporated by reference, the text of
this Agreement takes precedence over any conflicting provision of the Original Agreement and
accurately reflects the Parties' understandings.
25. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
26. CAPTIONS. The captions of the Sections of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
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SETTLEMENT AGREEMENT
513
27. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
28. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire,
flood, earthquake, explosion, acts of terrorism, war, embargo, government action, civil or
military authority, the natural elements, or other similar causes beyond the Parties' reasonable
control, then the time periods within this Agreement will be automatically extended for the time
period during which it is impracticable for the Parties to perform.
29. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this Agreement and
to engage in the actions described herein. This Agreement may be modified by written
agreement. City's city manager may execute any such amendment on behalf of City.
30. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
of which will be deemed an original.
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
Wiseburn Unified School District City of El Segundo
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SETTLEMENT AGREEMENT
514
Israel Mora Date
President, Board of Trustees
Tom Johnstone, Ed.D. Date
Superintendent
Approved as to Form:
John Dietrich,
Atkinson, Andelson, Loya, Ruud & Romo,
Attorneys for Wiseburn Unfied School District
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Suzanne Fuentes Date
Mayor
Greg Carpenter Date
City Manager
Approved as to Form:
Mark D. Hensley,
City Attorney
SETTLEMENT AGREEMENT
515
JOINT USE AGREEMENT BETWEEN
WISEBURN UNIFIED SCHOOL DISTRICT
AND
CITY OF EL SEGUNDO
FOR THE USE OF AQUATICS CENTER
THIS JOINT USE AGREEMENT ("Agreement") is approved and entered into
as of this day of , 2018 ("Effective Date"), by and between the
WISEBURN UNIFIED SCHOOL DISTRICT, a California public school district duly
organized and existing under Chapter 1 of Division 3 of Title 2 of the Education Code of
the State of California (the "District") and the CITY OF EL SEGUNDO, a general law
city and municipal corporation ("City"). District and City may be referred to individually
as a "Party" and collectively as "Parties."
RECITALS
WHEREAS, District is the owner of certain real property located at 201 N.
Douglas, El Segundo, CA 90245, commonly known as the District's Da Vinci Design
and Da Vinci Science campus, as more particularly described in Exhibit "A," attached
hereto and incorporated herein by this reference (the "Property"); and
WHEREAS, pursuant to that First Amended and Restated Settlement Agreement
between the Parties dated January 19, 2016 ("Settlement Agreement"), the Parties agreed
that the District would construct an Aquatics Center on a portion of the Property, which
would be jointly used by the Parties; and
WHEREAS, the Settlement Agreement (Section 4.A.) requires City and District
desire to enter into a joint use agreement for the use of the Aquatics Center located on the
Property designated in Exhibit "A" ("AC Property") in accordance with the terms and
conditions of this Agreement; and
WHEREAS, the Parties desire by this Agreement to provide for the terms and
conditions for the use of the Aquatics Center.
AGREEMENT
NOW, THEREFORE, the Parties hereto for the consideration hereinafter
expressed, covenant and agree as follows:
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Section 1. Grant of License and Use of Aquatics Center. District grants a
non-exclusive license to City to use the AC Property for the purpose of operating and
maintaining the Aquatics Center, pursuant to the terms set forth herein.
Section 2. A uatics Center Committee. A committee ("Aquatics Center
Committee") shall be established by the District and City to implement the terms of this
Agreement. The City and District shall each appoint three (3) members to the Aquatics
Center Committee, for a total of six (6) members. Each Party shall appoint one (1)
member from their respective maintenance departments, one (1) member from their
respective finance departments and one (1) member from their respective parks and
recreation/athletic departments. The Aquatics Center Committee shall meet at least four
(4) times per year, generally prior to the beginning of each sports season, at a date, time,
and location convenient to both Parties. Either Party may request additional meetings
and/or the Aquatics Center Committee may establish a schedule of more frequent
meetings. The purview of the Aquatics Center Committee shall be to: in accordance with
Section 3 below, schedule the dates and times for the District's use as provided for in
Sections 3(a) and (b) below, and City's use of the Aquatics Center as it relates to the City
allowing the El Segundo Unified School District ("ESUSD") use the Aquatics Facilities,
recognizing the need to ensure that the District's and ESUSD's use needs are
accommodated for scholastic and competitive purposes; plan for any significant
construction or maintenance to be performed; discuss. plan and recommend allocation of
funds from the Replacement Reserves (defined below) toward capital improvements at
the Aquatics Center; and discuss any other issues regarding the shared use of the
Aquatics Center. Aquatics Center Committee meetings shall be agendized open public
meetings held in accordance %pith the Ralph M. Brown Act. The Aquatics Center
Committee may establish subcommittees to address specific issues and day-to-day
operations, so that the Aquatics Center Committee may focus on business decisions,
long-term planning and broader issues that relate to the Agreement. At such times that
ESUSD has an agreement with the City for use of the Aquatics Center, representatives
shall be invited to meetings of the Aquatic Center Committee for purposes of scheduling
usage of the competitive pool at the Aquatics Center.
Section 3. Scheduling.
(a) District Use. The District shall have exclusive use to the competition pool
portion of the Aquatics Center (large pool) for a maximum of three hours per day
Monday through Friday, commencing one week before the start of the District's
commencement of regular school year classes through the date of cessation of such
classes. ("District's School Year"). The District shall coordinate with the City and
ESUSD, at such times that the City has an agreement with ESUSD allowing for its use of
the Aquatics Center, and work in good faith to accommodate both the District's and
ESUSD's scholastic and competitive use needs for competition pool at the Aquatics
Center. The District and ESUSD, at such times as there is an agreement between the City
and ESUSD for use of the competition pool at the Aquatics Center, shall both be allowed
to signage of reasonable size and colors for events and to recognize the achievements of
their student athletes.
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(b) Exclusive Use Days. Additionally, the District and City shall each have
the right to schedule up to six (6) exclusive non -school days per calendar year, for a total
of twelve (12) days ("Exclusive Use Days"). Exclusive Use Days must be scheduled at
least four (4) months in advance of the scheduled date, to allow for coordination between
the Parties. District shall remit any revenue received from third party users to the City to
offset routine maintenance and repair, landscaping and custodial services costs. For
clarification, "revenue received from third party users" is defined as fees the District may
charge and receive from third party users, including entrance fees for such users and
others but does not include funds the third -party user may receive from the sale of food
and beverage concessions. Exclusive Use Days are defined to include exclusive use of
the Aquatics Center, Aquatics Center Parking Lot, District Gym Restrooms and District
Gym Parking Lot, as depicted in Exhibit "A." If the City does not schedule ESUSD
events for the Exclusive Use Days, then such days shall be used in accordance with
Section 3(c) of this Agreement.
(c) Cites. City shall have exclusive use of the Aquatics Center at all times
other than the specific hours scheduled for the District's use pursuant to Section 3(a) and
(b) of this Agreement. Additionally, the City shall have use of the smaller warm up pool
on the AC Property during the District's use of the AC Property pursuant to Section 3(a)
of this Agreement provided that proper safeguards are implemented by the City to
separate the public from students. At all times during \,N hich City has use of the Aquatics
Center, City may utilize its park permitting regulations as set forth in El Segundo
Municipal Code ("ESMC") §§ 9-8-1 et seq. for purposes of scheduling events at the
Aquatics Center, with the understanding that all persons residing in the District's
boundaries and all employees of the District and DaVinci Schools are considered City
residents for purposes of the Aquatics Center only and are entitled to use the Aquatics
Center on the same terms and conditions as residents of the City. The City's use includes
the right, subject to the above restrictions, includes use of the Aquatics Center, shared
used of the Aquatics Center parking lot, District Gym Restrooms and shared use of the
District Gym Parking Lot depicted on Exhibit "A."
Section 4. Term. The term of this Agreement shall be for twenty-five (25)
years from the issuance of the Certificate of Occupancy for the Aquatics ("Term"). The
Parties may mutually agree to extend the Term for an additional twenty-five (25) year
term ("1st Extension"), and the City shall have the sole right to extend the Term for a
third twenty-five (25) year term ("2nd Extension") The Term, and any extensions thereto
will be referenced to collectively as the Term. City may terminate upon two (2) years'
written notice; however, City must continue to maintain and repair, as described in
Section 5(a) of this Agreement, the competition pool and therapy pool for a minimum of
five (5) years from the Effective Date.
Section 5. Conditions to Use.
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518
(a) Maintenance and Repair, Landscaping and Clean U of A uatics Center.
City shall provide at its own cost the routine maintenance and repair,
landscaping and custodial services for the competition pool, therapy pool
and adjacent areas within the fenced in portion of the AC Property during
the Term of the Agreement. Notwithstanding the above, and subject to
subsequent approval by the District Board and the City Council, the City
and District may agree to have the District perform the routine
maintenance and repair, landscaping and custodial services subject to
reimbursement of direct costs by the City. Failure to perform routine
maintenance and repair to ensure adequate upkeep of facilities (e.g. failing
to repair a minor visible leak that results in the need for a new roof) shall
be considered negligence or misuse for purposes of this Agreement.
(b) Maior Maintenance and Capital Im rovements. The Aquatics Center
Committee, or the "Operations Subcommittee" formed in accordance with
Section 2, may recommend which Party pertorms the major maintenance
and/or capital improvements on an annual basis for budgeting purposes, as
well as a case-by-case or as -needed basis to provide flexibility for
unforeseen circumstances. For purposes of this section, "major
maintenance" includes but is not limited to the major repair or
replacement of plumbing, heating. pumps, filtration, and electrical,
systems and hardscape and pool replacements, which will be funded by
the Replacement Reserves (defined below). All other kinds of
maintenance and repairs shall be considered routine maintenance and
repair and shall be the responsibility of the City, or if mutually agreed, the
District, as noted in Section 5(a) above.
(c) Res onsibilities. l .ach Party shall be responsible for and shall pay for any
major maintenance of any character whatsoever which is occasioned or are
made necessary by reason of the negligence or misuse of the Property or
Aquatics Center by said Party.
(e) Hazardous Materials. Under no circumstances during the term of this
Agreement shall City use or cause to be used in the Aquatics Center any hazardous or
toxic substances or materials, and under no circumstance during the term of this
Agreement shall any Party store or dispose of any such substances or materials in the
Aquatics Center. Notwithstanding the foregoing, either Party may at use, at its own risk,
in compliance with any applicable laws and District policies, any ordinary and customary
materials reasonably required to be used in the normal course of use for pool facilities.
(f) Non -Interference with Activities. This Agreement shall not grant either
Party, its employees, contractors, volunteers or invitees the right to interfere with any
activities of the other Party, except to the extent necessary to conduct activities
contemplated by Section 5 of this Agreement.
(g) Conduct of Employees. Volunteers and Invitees. Each Party shall insure
that all employees, contractors, and volunteers, have background and medical clearance
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519
as required by law, as applicable, and will adhere to proper standards of public conduct
and comply with all applicable policies. No Party shall cause there to be consumption or
possession of alcohol or other controlled substances, smoking, gambling, quarreling,
fighting, use of profane language, or nudity on or near the Property, including the
Aquatics Center and shall report any such prohibited activity to the El Segundo Police
Department..
(h) Insurance.
(i) Public Liability and ProvLrty Damage. Both Parties agree
to maintain in full force and effect throughout the duration of the Agreement a suitable
policy or policies of public liability and property damage insurance, insuring against all
bodily injury, property damage, personal injury, and other loss or liability caused by or
connected with their use of the Aquatics Center under this Agreement. Such insurance
shall be in amounts not less than $5,000,000 per occurrence; $5,000,000 for general
aggregate and $1,000,000 for property damage.
(ii) Automobile Liability. Each Party also agrees to maintain
in full force and effect with regard to any owned vehicles which the respective Party
brings onto the Property, including the Aquatics Center. a suitable policy or policies of
automobile liability insurance with a combined single limit of $5,000,000 per accident
throughout the duration of the Agreement.
(iii) Workers' Com ensatian. Each Party shall also maintain, in
full force and effect throughout the term of this Agreement, Workers' Compensation
insurance in accordance with the laws of California, and employers' liability insurance
with a limit of not less than $1,000,000 per employee and $1,000,000 per occurrence.
(iv) Notice, Additional Named Insureds. All insurance required
under this Agreement shall be issued as a primary policy and contain an endorsement
requiring thirty (30) days written notice from the insurance company to both Parties
hereto before cancellation or change in coverage, scope or amount of any policy. Each
Party, its directors, officers, agents, employees and consultants, shall be designated as
additional named insureds on the other Party's policies.
(v) Insurance 172ndorsements. Concurrent with the execution of
the Agreement, each Party will provide the other Party with an endorsement(s) verifying
such insurance and the terms described herein.
(vi) Joint Powers Authority. These insurance requirements may
be satisfied through a joint powers agency, or similar entity, formed for the purpose of
providing self-insurance to public entities.
(i) Indemnification.
With the exception of any liability, claims, or damages caused by the negligence
or willful misconduct of the District, its board members, officers, agents, employees,
volunteers, students and invitees ("District Parties"), the City shall indemnify, hold
harmless, and defend the District Parties against and from any and all claims, demands,
520
actions, causes of action, suits, losses, liability, expenses, penalties, obligations, errors,
omissions and costs, including legal costs, attorney's fees and expert witness fees,
whether or not suit is actually filed, and/or any judgment rendered against the District
Parties, that may be asserted or claimed by any person, firm or entity for any injury, death
or damage to any person or property occurring in, on the Aquatic Center Property, after
the Effective Date, arising from, or in connection with, the City's, its agents, officers,
employees, contractors, volunteers, guests or invitees ("City Parties") use of the Aquatics
Center, or from the conduct of its business or from any activity, work, or other things
done, permitted or suffered by the City Parties in or about the Aqautic Center Property.
The City's obligation to defend the District Parties is not contingent upon there being an
acknowledgement or determination of the merit of any claims, demands, actions, causes
of action, suits, losses, liability, expenses, penalties, obligations, errors, omissions and/or
costs.
With exception of any liability, claims or damages caused by the negligence or
willful misconduct of the City Parties, the District shall indemnify, hold harmless, and
defend the City Parties against and from any and all claims, demands, actions, causes of
action, suits, losses, liability, expenses, penalties. obligations, errors, omissions, and
costs, including legal costs, attorney's fees and expert witness fees, whether or not suit is
actually filed, and/or any judgment rendered against the City Parties, that may be asserted
or claimed by any person, firm or entity for any injury, death or damage to any person or
property occurring in, on or about the Property, including the Aquatics Center, after the
Effective Date, arising from, or in connection with, the District Parties' use of the
Property, including the Aquatics Center, or from the conduct of its business, or from any
activity, work, or other things done. permitted or suffered by the District Parties in or
about the Property, including the Aquatics Center. The District's obligation to defend the
City Parties is not contingent upon there being an acknowledgement or determination of
the merit of any claims. demands, actions, causes of action, suits, losses, liability,
expenses, penalties. obligations, errors, omissions and/or costs.
The provisions of this Section shall survive the termination or expiration of this
Agreement.
0) Materials, Furnishings and Equipment. Each Party, at its own cost, shall
provide all materials, furnishings and equipment to be used for its respective uses.
0) Supervision and Security. Each Party shall provide all necessary
supervision of its employees, students, contractors, volunteers and invitees while using
the AC Property. Each Party is solely responsible for the safety and security of its
employees, students, contractors, volunteers and invitees at all times.
(k) Locks - Keying and Access Authorization. The lock style, types of gates,
and key/code authorization to be utilized at the Aquatics Center will be coordinated in
such a manner as to allow access to necessary City and District personnel while
maintaining the safety and security of people and property.
(1) Parkiin. Parking in the parking lots shall not be reserved, except with
respect to Exclusive Use Days, and shall be limited to standard -sized automobiles, except
in specifically designated areas. Busses may park in specifically designated areas. No
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vehicles shall be parked in driveways, loading areas, or other areas not specifically
designated for parking. The parking lots are designated in Exhibit "A." Parties may
charge a parking fee for use of the Aquatics Facility which shall be remitted to the City to
pay for its operation, maintenance and repair costs.
(m) Utilities. To the extent that the Aquatics Center has separate utility meters
or billing service, the City shall be responsible for payment of utilities (electricity, natural
gas, water, sewage, telephone, and internet services) costs associated with operation and
use of the Aquatics Center during the term of this Agreement. District shall reimburse
City for District's proportionate share of utilities costs. District's proportionate share
shall be determined by dividing the number of hours used by District by the total hours
the Aquatics Center is used. District shall reimburse City for utilities costs within thirty
(30) days of invoice by City.
(n) Replacement Reserve Fund.
(i) Contributions. District and City will establish a
replacement reserve fund ("Replacement Reserves") to be maintained by District.
Although the District will maintain control of the Replacement Reserves and their
allocation, the Parties may mutually agree to place the reserves in a City account or
other type of account that will provide the maximum interest rate. The Replacement
Reserves must be used by District to make necessary major maintenance improvements
and capital improvements. City is not entitled to reimbursement of any Replacement
Reserves if it terminates the Agreement, or the Agreement expires, before the
expenditure of such funds. For the initial Term of the Agreement (twenty-five years),
District must contribute the sum of Forty Thousand Dollars ($40,000) annually to the
Replacement Reserves. If the 1St Extension of the Agreement is exercised, District will
annually contribute Forty Thousand Dollars ($40,000) to the Replacement Reserves. If
the 2nd Extension of the Agreement is exercised, and in any subsequent terms of the
Agreement, District and Cite must each annually contribute Twenty Thousand Dollars
($20,000) to the Replacement Reserves. Such contributions are due on or before the
anniversary of the Effective Date each year.
(o) fool Use Requirements.
(i) No person, including a lifeguard, may enter the pool
without another person present.
(ii) Whenever the pool is in use, the Party using the Pool is
responsible for ensuring that a minimum of one (1) appropriate individual who possess,
as minimum qualifications, current certificates from an American Red Cross or YMCA
of the U.S.A. lifeguard training program and who are trained to administer first aid,
including, but not limited to, cardiopulmonary resuscitation, must be on duty, present in
the pool area and solely serving as a lifeguard, during that period, rather than involved in
instruction and/or maintenance. City and District may agree to have City personnel
perform lifeguard duties during District use, subject to reimbursement of direct costs by
the District.
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(iii) Each Party is responsible for compliance with all codes and
regulations governing use of public swimming pools during their respective hours of use.
(iv) Each Party is responsible for providing or confirming the
presence of a cardiopulmonary resuscitation sign, emergency phone numbers and any
other signage required to be posted in the vicinity of a pool, as well as a phone, life hook,
life ring and first aid kit in a readily accessible location during their respective hours of
use.
(v) Each Party must completely remove the entire pool cover,
regardless of whether the Party only uses a portion of the pool during their respective
hours of use.
(vi) At the conclusion of each period of use, the each Party is
responsible for properly securing the pool covers of each pool used.
(p) Use Permits. The District and City may require third party users to submit
use permits established by the respective Party. Use Permits must conform to the terms
and conditions of this Agreement and must include language that requires the third party
user to indemnify both the District and City from claims resulting from the third parties'
use of the Aquatic Center.
Section 6. Compliance With i.my. Both Parties shall comply with all laws,
ordinances, zoning, rules, and regulations applicable to the Property, including the AC
Property, enacted or promulgated by any public or governmental authority or agency
having jurisdiction over the Property. including the Aquatics Center. Both Parties shall
be responsible for obtaining and maintaining throughout the Term of the Agreement all
permits, licenses and approvals, from any local, state or federal agency necessary for the
use of the Property, including the Aquatics Center. Both Parties shall comply with
requirements of state law regarding fingerprinting, background checks, and health
screening, as applicable.
Section 7. legal _ Interpretation of _ instrument. The Parties expressly
understand and agree that this Agreement constitutes a non-exclusive license for use of
the Property, including the Aquatics Center. This Agreement is not intended by the
Parties, nor shall it be legally construed, to convey a leasehold, easement, or other interest
in real property. Both Parties acknowledge that a license is a valid form of agreement
and shall not contest the validity of the form of this Agreement in any action or
proceeding brought by City against the District, or by the District against City. Should
either Party be compelled to institute arbitration, legal, or other proceedings against the
other for or on account of the other Party's failure or refusal to perform or fulfill any of
the covenants or conditions of this Agreement on its part to be performed or fulfilled, the
Parties agree that the rules and principles applicable to licenses, if applicable, shall
govern such actions or proceedings. This Agreement shall be governed by the laws of the
State of California with venue in Los Angeles County, California.
Section 8. Dis xIte Resolution. The Parties agree to submit any dispute
involving the Agreement to arbitration before any Party can file a petition with the Los
523
Angeles Superior Court. Any dispute must be resolved by arbitration before a retired
judge of the Superior Court of the State of California (the "Arbitrator") under the
auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). The arbitration
must be conducted in Los Angeles County, California. Any party may be represented by
counsel or other authorized representative. The decision rendered by the arbitrator will
become binding upon the parties unless appealed to the Los Angeles County Superior
Court within thirty (30) days of the decision. If subsequent litigation results in an award
to the party appealing the arbitration that is less than or equal to that of the arbitration
decision, or if the litigation results in a decision in favor of the nonappealing party, then
the party appealing the arbitration will pay the nonappealing party's attorney's fees and
court costs. Should a party timely object to the arbitration decision, it may file a petition
with the Los Angeles County Superior Court in accordance with California Code of Civil
Procedure ("CCP") §§ 1285 et seq. Notwithstanding the limitations set forth in CCP §
1286.2, the court may vacate, correct, or adjust an arbitration award, and enter judgment
in accordance with CCP § 1287.4, for any legal or equitable basis including, without
limitation, error of law. The court will apply the substantial evidence standard of review
when considering the appeal of an objecting party.
Section 9. Attorneys' Fees. If any legal action is necessary to enforce any of
the terms or conditions of this Agreement, each party shall bear their own attorneys' fees,
except as set forth above.
Section 10. Entire Agreement; _ mendiiient. This Agreement constitutes the
entire understanding between the parties with respect to the subject matter hereof,
superseding all negotiations, prior discussions and preliminary agreements made prior to
the date hereof. This Agreement may not be changed except in writing executed by both
parties. However, the Settlement Agreement (Section 6.D.) contemplated that all
provisions of that Agreement would be incorporated into this Agreement. The Parties
subsequently determined that only Sections 4 and 7.A. have been incorporated into this
Agreement from the Settlement Agreement. Terms that were defined in the Settlement
Agreement and were not defined in this Agreement, shall have the same meaning in the
this Agreement as they had in the Settlement Agreement.
Section 11. Notices. Any notice, request, information or other document to be
given hereunder to any of the parties by any other parties shall be in writing and shall be
deemed given and served upon delivery, if delivered personally, or three (3) days after
mailing by United States mail as follows:
If to CITY: City of El Segundo
Attn: City Clerk
350 Main St.
El Segundo, CA 90245
If to DISTRICT: Wiseburn Unified School District
Attn: Superintendent
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13530 Aviation Boulevard
Hawthorne, CA 90250
Any party may change the address or persons to which notices are to be sent to it by
giving the written notice that such change of address or.persons to the other parties in the
manner provided for giving notice.
Section 12. Official Representatives. The official representative for District
shall be Superintendent, or his designee. The official representative for City shall be City
Manager or his/her designee. The Parties will provide each other after-hours emergency
contact phone numbers of appropriate supervisory staff which shall be periodically
updated.
Section 13. Employees/lndenendent Contractors.
(a) For purposes of this Agreement, all persons employed by City in the
performance of services and functions with respect to this Agreement shall be deemed
employees of City and no City employee shall be considered as an employee of the
District under the jurisdiction of District, nor shall such City employees have any District
pension, civil service, or other status while an employee of the City.
(b) City shall have no authority to contract on behalf of District. It is
expressly understood and agreed by botli parties hereto that City, while engaged in
carrying out and complying with any terms of this Agreement, is not acting as an agent,
officer, or employee of District.
(c) For purposes of this Agreement, all persons employed by District in the
performance of services and functions with respect to this Agreement shall be deemed
employees of District and no District employee shall be considered as an employee of the
City under the jurisdiction of District, nor shall such District employees have any City
pension, civil service, or other status while an employee of the City.
(d) District shall have no authority to contract on behalf of City. It is
expressly understood and agreed by both parties hereto that District, while engaged in
carrying out and complying with any terms of this Agreement, is not acting as an agent,
officer, or employee of City.
Section 14. Assignment. Neither Party shall assign this Agreement.
Section 15. Nondiscrimination. In utilizing the Agreement, the Parties shall
comply with all applicable non-discrimination laws and shall not discriminate against any
person on account of race, color, religion, age, sex, marital status, mental or physical
disability, gender, gender identity, gender expression, sexual orientation, genetic
information, ethnicity, ethnic group identification, national origin or nationality, ancestry,
10
525
or a perception that a person has any of these characteristics or that the person is
associated with a person who has, or is perceived to have, any of these characteristics.
Section 16. Exhibits. The following appendix which is attached hereto is
incorporated herein and made a part of this Agreement:
Exhibit A: Location and Description of Property and Aquatics
Center
Section 17. Recitals_. The Recitals are incorporated into this Agreement as
though fully set forth herein.
Section 18. Joint Venture. It is not intended by this Agreement to, and nothing
contained in this Agreement shall, create any partnership, joint venture or other
agreement between the District and City. No term or provision of this Agreement is
intended to be, or shall be, for the benefit of any person, firm, organization or corporation
not a party hereto, and no such other person, firm, organization or corporation shall have
any right or cause of action hereunder.
Section 19. Ambiguities not to be Construed against Drafting Party. The
doctrine that any ambiguity contained in a contract shall be construed against the party
whose counsel has drafted the contract is expressly waived by each of the parties hereto
with respect to this Agreement.
Section 20. Daysllloliday5. All references to days herein shall refer to
calendar days unless otherwise noted. When performance of an obligation or satisfaction
of a condition set forth in this Agreement is required on or by a date that is a Saturday,
Sunday, or legal holiday, such performance or satisfaction shall instead be required on or
by the next business day following that Saturday, Sunday, or holiday, notwithstanding
any other provisions of this Agreement.
Section 21. Nonhability of Officials. Except as otherwise explicitly provided
by law, no officer, member, employee, agent, or representative of the parties shall be
personally liable for any amounts due hereunder, and no judgment or execution thereon
entered in any action hereon, shall be personally enforced against any such officer,
official, member, employee, agent, or representative
Section 23. Third ('arty Beneficiaries. Nothing in this Agreement shall be
construed to confer any rights upon any party not signatory to this Agreement
Section 24. Time of the Essence. Time is of the essence with respect to each
of the terms, covenants, and conditions of this Agreement.
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526
Section 25. Severability. If any provision in this Agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions
will nevertheless continue in full force without being impaired or invalidated in any way.
Section 26. No DAffiliation/Endorsement. Neither Party shall imply, indicate
or otherwise suggest that the other Party's use and/or any related activities are connected
or affiliated with, or are endorsed, favored or supported by, or are opposed by the other
Party.
Section 27. l3oa WCouncil Approval. This Agreement is not valid or an
enforceable obligation against the District until approved or ratified by motion of the
District's Board of Education duly passed and adopted. This Agreement is not valid or
an enforceable obligation against the City until approved or ratified by motion of the City
Council duly passed and adopted.
Section 28. Scanned/Electronic Signatures.r This Agreement may be executed
and transmitted to any other Party by PDF, which PDF shall be deemed to be, and
utilized in all respects as, an original, wet -inked document.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
Effective Date.
DISTRICT: WISEBURN UNIFIED SCHOOL DISTRICT
M.
Its:
CITY: CITY OF EL SEGUNDO
0
Its:
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527
Exhibit "A"
llescri0ion of Pronerty and Aquatics Center
(To Be Inserted)
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528
Management;00
Partners
City of E1 Segundo and El Segundo Unified School District
Summary of Agreement Approved on December 14, 2017 by the
El Segundo City Council and ESUSD Board
Revised December 18, 2017
The following outline summarizes the agreement reached by the El Segundo City Council
and the El Segundo Unified School District (ESUSD) Board on the terms of ESUSD's financial
contribution to the Plunge and use of the new El Segundo Aquatics Center.
A. ESUSD's Financial Contribution
1. Methodology for calculating financial contribution: ESUSD's financial contribution
will be calculated as the sum of two parts, as follow.
a. An amount equal to the percent of ESUSD's current use of the Plunge facility
(24%) applied to the actual cost of renovating the Plunge (with specifications and
scope of work similar to the current design outlined in Isaac Sport quote dated
4/10/15), for a total not to exceed $1 million; and
b. $400,000 toward the purchase of equipment for the new El Segundo Aquatics
Center; the decisions about the details of purchase delegated to the City of El
Segundo.
Timing of ESUSD's financial contribution: The City Manager and Superintendent of
ESUSD will negotiate a mutually agreeable payment schedule based on the timing of
two factors.
a. The renovation of the Plunge; and
b. The purchasing of equipment for the El Segundo Aquatics Center.
B. Structure of Agreements to be Executed
Three separate two-way agreements: Pending final review by the legal counsels to
the parties involved, there will be three separate two-way agreements prepared, all of
which will be approved at the same time. The agreements will be as follow.
a. A two-way agreement between ESUSD and the City for contribution towards and
use of the Plunge;
b. A two-way agreement between ESUSD and the City for contribution of equipment
and use of the Aquatic Center; and
c. A two-way agreement between ESUSD and Wiseburn that will acknowledge
ESUSD's agreement with the City for ESUSD's use of the Aquatics Center.
1730 MADISON ROAD • CINCINNATI, OH 45206 • 513 8615400 • FAx 513 8613480
MANAGEMENTPARTNERS.COM
2107 NORTH FIRST STREET, SUITE 470 • SAN JOSE, CALIFORNIA 95131 • 408 437 5400 • FAx 408 453 6191
3152 RED HILL AVENUE, SUITE 210 • COSTA MESA, CALIFORNIA 92626 • 949 222 1082 • FAx 408 453 6191
529
Page 2
2. Length and renewal terms of ESUSD's agreement for use of the Aquatics Center:
The two-way agreement between ESUSD and the City for use of the Aquatic Center
will be structured as follows.
a. The agreement will have an initial term of ten years that commences on the date
that funds from ESUSD to the City are transferred either for the renovation of the
Plunge or the purchase of new equipment for the Aquatic Center.
b. The agreement will provide for four ten-year renewals, with the negotiations
between the City and ESUSD about ESUSD's financial contribution (in the form of
a contribution toward the purchase of equipment for the Aquatic Center) to
commence in the eighth year of each ten-year agreement.
c. The methodology used to calculate ESUSD's contribution toward the purchase of
equipment for the Aquatic Center in any renewal agreements will mirror the
methodology used in the initial ten-year agreement.
d. Similar to other agreements between the City and ESUSD, the agreement will
include a termination clause. The termination clause will require, at minimum, a
one-year notice of any intent to terminate.
Note: There was interest expressed in negotiating the same length and termination clauses
across each of the use agreements.
Summary prepared by Karen Orlansky, Special Advisor, Management Partners in consultation with Greg
Carpenter, El Segundo City Manager, and Melissa Moore, ESUSD Superintendent Melissa Moore.
korlansky@managementpartners.com
530
FACILITY USE AGREEMENT
BETWEEN
EL SEGUNDO UNIFIED SCHOOL DISTRICT
AND
THE CITY OF EL SEGUNDO
FOR THE AQUATIC CENTER
THIS AGREEMENT made and entered into this day of , 2018, by
and between the El Segundo School District (hereinafter "ESUSD"), a California public school
district and the City of El Segundo (hereinafter "City"), a municipal corporation (individually a
"Party" and collectively "the Parties")
RECITALS
WHEREAS, Wisebum Unified School District ("WUSD") owns a pool facility known
as the "El Segundo Aquatics Center" located on a portion of the property 201 N. Douglas, El
Segundo, CA 90245 (depicted on Exhibit A, the "Facilities") which are adjacent to the Da Vinci
High Schools;
WHEREAS, the City entered into a "Settlement Agreement" with WUSD dated May 22,
2013 as amended through the "First Amended and Restated Settlement Agreement" dated
January 19, 2016, (collectively, the "Settlement Agreement") establishing the terms and
conditions of the construction, operation and use of the Facilities;
WHEREAS, the Settlement Agreement set forth the terms and conditions regarding the
operation, maintenance and general use of the Facilities and that WUSD will retain and hold title
to the Facilities;
WHEREAS, the Settlement Agreement also sets forth the some of the terms and
conditions under which the City and WUSD will allow ESUSD to use the Facilities and allows
for the City and ESUSD to enter into separate agreements to establish the specific rights of
ESUSD to use the Facilities;
WHEREAS, pursuant to the Settlement Agreement, the City and WUSD intend to enter
into a Joint Use Agreement ("JUA") which will set forth that both the City and WUSD will agree
to allow ESUSD to use the Facilities for specific times during the term of this Agreement and
any amendments or extensions thereto;
WHEREAS, the Settlement Agreement and the City Joint Use Agreement (collectively
the "WUSD/City Agreements") will establish that the City and WUSD agree to allow ESUSD to
use the Facilities during the term of this Agreement and any amendments or extensions thereto;
WHEREAS, ESUSD desires to use the Facilities for school and recreation activities;
WHEREAS, the City desires to confirm and establish ESUSD's right to use the Facilities
pursuant to the WUSD/City Agreements for purpose of organizing and implementing community
recreation and school activities;
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531
WHEREAS, ESUSD will enter into a concurrent agreement with WUSD in which
WUSD confirms ESUSD's right to use the Facilities pursuant to the WUSD/City Agreements
and grants ESUSD a non-exclusive license to enter and use the Facilities as the owner of the
Facilities during the term of the JUA and pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, the Parties hereto agree as follows:
Section 1. Description of Facilities. The Facilities consist of a swimming pool and
associated facilities as depicted on Exhibit A.
Section 2. ESUSD Use. The City, as part of its rights to operate and manage the
Facilities, hereby agrees to allow ESUSD to use the Facilities for conducting school related
activities pursuant to the terms and conditions set forth herein. ESUSD shall have the right to
use the competition pool (large pool) portion of the Facilities for its exclusive use on for three (3)
hours per day Mondays through Fridays starting a week prior to the commencment of regular
school year classes until the last day of classes ("School Year"). Additionally, ESUSD shall
have the right to one (1) Exclusive Use Day of the Facilities during each School Year. The City
shall not charge ESUSD any fee for use of the Facilities. Upon request by ESUSD, the City
mayiits sole discretion grant ESUSD additional non-exclusive use of the Faciilites based upon
availability of the Facilities. However, in consideration for the use of the Facilities, ESUSD
shall provide Equipment as set forth in Section 3 below.
Section 3. Eguipment. ESUSD confirms that it will reimburse the City within thirty
days of the City's purchase of the actual cost of aquatic -related equipment for use at the
Facilities set forth on Exhibit B in the amount up to, Four Hundred Thousand Dollars
($400,000.00) in value (the "Equipment"). The City shall store the Equipment at the Facilities
provided that the Facilities include sufficient storage space to house and protect the Equipment
from damage and theft. The City, ESUSD and WUSD shall have the right to use the Equipment
at during their respective use of the Facilities.
A. Damage/Stolen Equipment. The City shall repair or replace any
Equipment that is damaged as a result of the City's use of the Equipment.
B. Equipment Rights. The City, at its sole discretion, may decide to
temporarily remove the Equipment from the Facilities to clean, repair or maintain the
Equipment as the City deems necessary. The City shall provide prior written notice to
ESUSD and WUSD before it removes the Equipment and will work with both ESUSD
and WUSD to schedule the removal at a time convenient for all parties. The City shall
not be subject to any cost or penalty for temporarily removing the Equipment other than
the cost to repair or maintain the Equipment.
Section 4. Term. Subject to Section 9 of this Agreement, the term of this Agreement
shall be from the Effective Date through that date which is ten (10) years from the Effective Date
("Term"). This Agreement may be extended for up to four (4) separate ten (10) year renewal
periods which must be approved in writing and which is subject to each Party's sole discretion.
Upon the expiration or termination of this Agreement, at any time or upon any grounds provided
herein, ESUSD shall vacate the Facilities by removing the Equipment and any other personal
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532
belongings or accessories owned by ESUSD, or its employees and students. If the Agreement is
terminated prior to the end of the Term for any reason, the Parties shall establish a mutually
convenient time to allow ESUSD to enter the Facilities to remove the Equipment and all
remaining personal property, if necessary.
A. WUSD/Ci!Y Agreements during the Term. The use rights of the Facilities
granted to ESUSD pursuant to this Agreement is provided in conjuncture with the rights
grants granted to the City in the WUSD/City Agreements. Should the WUSD/City
Agreement terminate before the end of the term set forth in Section 4 above, ESUSD may
terminate this Agreement pursuant to Section 9 and be entitled to reimbursement in
accordance with that Section. Furthermore, in the event WUSD no longer owns the
Facilities at any time during the Agreement but the City still retains the same legal rights
to use the Facilities as set forth in the WUSD/City Agreement, ESUSD's rights under this
Agreement shall remain unchanged.
Section 5. Conditions to Use.
A. ESUSD ,General Cleanup. ESUSD shall be responsible for General
Cleanup during its use .of the Facilities as set forth in this Agreement. As used herein, the
term "General Cleanup" shall mean putting away any and all Equipment and supplies
used, picking up trash and similar related activities after every period of Facilities use by
ESUSD.
B. Cid Maintenance/Repair. The City shall ensure the Facilities are kept in
good repair and appearance, except for ordinary wear and tear, and will, with reasonable
promptness, ensure all necessary actions are taken to ensure the Facilities are operational
maintained in good condition to ensure the Facilities can be used by ESUSD as intended.
C. Conduct of Employees and Invitees. Each Party shall insure that all of its
employees, invitees, and all its other users of the Facilities will adhere to proper standards
of public conduct. If the City has specific rules or regulations applicable to the use of the
Facilities (the "Rules"), the City shall make such rules available to ESUSD in writing.
D. Utilities. In no event shall ESUSD be responsible for payment of any
utilities associated with operation and use of the Facilities throughout the Term, including
any and all utilities used during ESUSD's use. The City shall take reasonable steps
necessary to ensure the Facilities receive complete and uninterrupted utilities during any
and all scheduled ESUSD use.
E. Access. The City shall provide ESUSD with access to the Facilities
during the times that the Facilities are scheduled for ESUSD's use.
F. Parkine. ESUSD shall be entitled to shared use of parking available at the
Facilities during its scheduled use.
Section 6. Insurance.
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533
A. District's Duty to Insure. District must keep in full force and effect during
the term of this Agreement public liability insurance, insuring and protecting City,
WUSD and District from and against any and all liability of WUSD and City for damages
arising out of or connected with use by District, its agents, employees, permittees, and
students of the Facilities or any building, facility or equipment located thereon. All public
liability insurance required hereunder must be in the minimum amount of Ten Million
Dollars ($10,000,000) and a certificate of such insurance showing City and WUSD as
additional insured must be provided to City. Said certificate must provide that City will
receive thirty (30) days' notice of cancellation of said policy.
B. City's Duty to Insure. City must keep in full force and effect during the
term of this Agreement public liability insurance, insuring and protecting City and
ESUSD from and against any and all liability of ESUSD for damages arising out of or
connected with use by City, its agents, employees, and permittees of the Facilities or any
building, facility or equipment located thereon. All public liability insurance required
hereunder must be in the minimum amount of Ten Million Dollars ($10,000,000) and a
certificate of such insurance showing ESUSD as additional insured must be provided to
ESUSD. Said certificate must provide that ESUSD will receive thirty (30) days' notice of
cancellation of said policy.
Section 7. Indemnification.
A. ESUSD's Indemnification. ESUSD shall defend, indemnify, and hold
harmless the City, its city council, officials, officers, agents and employees, from any
cost, expense, liability, loss, damage, injury or death to persons, or damage to or loss of
property, including City property arising out of District's use of the Facilities or any
building, facility or equipment located thereon.
B. City's Indemnification. City shall defend, indemnify, and hold harmless
the District, its Governing Board, officials, officers, agents and employees, from any cost,
expense, liability, loss, damage, injury or death to persons, or damage to or loss of
property, including District property arising out of City's use of the Facilities or any
building, facility or equipment located thereon.
The provisions of this Section shall survive the termination or expiration of this
Agreement.
Section 8. Scheduling. In accordance with the terms and conditions of the
WUSD/City Agreements, representatives of WUSD, the City and ESUSD shall meet four times
per year to establish schedules for use of the Facilities ("Scheduling Meetings"). At each
Scheduling Meeting, WUSD, the City and ESUSD shall agree upon a schedule, in writing, for
the upcoming six (6) month term with respect to the use of the Facilitie for purposes of
coordingating use schedules between WUSD, ESUD and the City on week days during the
School Year with regard to the Competitive Pool and Exclusive Use Days located on the
Facilities ("Master Calendar"). The Therapy Pool (smaller pool), shall be open for public use or
other scheduled use as determined by the City in its sole discretion and no rights to use such pool
iQ
534
are granted to ESUSD by this Agreement or otherwise. The Therapy Pool shall be separated by
appropriate barriers from the Competitive Pool during those times that ESUSD is scheduled to
use the Competitive Pool in accordance with applicable state laws.
Once the Master Schedule is established as set forth herein, the Parties shall take all reasonable
actions necessary to avoid and prevent interference with any activity conducted by the Party
using the Facilities.
Section 9. Termination. Either Party may terminate this Agreement upon one (1)
year's prior written notice. If the City terminates the prior to the ten (10) year term set forth in
Section 4 of this Agreement, the City shall reimburse ESUSD on a pro -rata basis (based upon the
number of that have elapsed under the Agreement compared to a 120 months) that amount paid
by ESUSD to the City pursuant to Section 3 of this Agreement.
Except as a result of an act of God, circumstances beyond the reasonable control of the City, the
actions of ESUSD and/or the involuntary destruction of the Facilities, if ESUSD is prevented
from using the Facilities pursuant to this Agreement at the times reserved for ESUSD pursuant to
the Master Agreement, including, but not limited to, any act that blocks or limits ESUSD's use
or leaves the Facilities in a state of disrepair that prevents ESUSD from fully using the Facilities,
the Parties will each use reasonable efforts to work collaboratively, and with WUSD, to provide
an alternative time to ESUSD to use the Facilities in addition to the times set forth in the Master
Agreement, in order to ensure ESUSD uses and programs are not unreasonably impacted.
Should such alternative scheduling not satisfy ESUSD's rights under this Agreement, or if this
Agreement or the WUSD/City Agreements are terminated or amended for any reason, the Parties
will each use reasonable efforts to coordinate and reschedule any ESUSD uses at the Facilities as
originally established in the Scheduling Meetings to the separate pool facility known as the
"Urho Saari Swim Stadium" or "The Plunge" located at 219 West Mariposa Avenue, El
Segundo, CA 90245 (the "Plunge") in order to compensate for such disruption If ESUSD's use
rights under this Agreement are not met due to insufficient available time at the Facilities or the
Plunge for a period of thirty days or more, ESUSD may terminate this Agreement immediately,
and shall be entitled to reimbursement as set forth in this Section 9.
Section 10. Legal Interpretation of Instrument. This Agreement shall be governed by
the laws of the State of California.
Section 11. Notices. Any notice, request, information or other document to be given
hereunder to any of the Parties by any other Parties shall be in writing and shall be deemed given
and served upon delivery, if delivered personally, or three (3) days after mailing by United States
mail as follows:
If to ESUSD: EL SEGUNDO UNIFIED SCHOOL DISTRICT
Attn: Melissa Moore, Ed.D. Superintendent
641 Sheldon St.
El Segundo, CA 90245
Telephone: (310) 615-2650
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535
Email:mmoore@esusd.kl2.ca.us
If to CITY: CITY OF EL SEGUNDO
City Clerk
350 Main Street
El Segundo, CA 90245
Any Party may change the address or persons to which notices are to be sent to it by giving the
written notice that such change of address or persons to the other Parties in the manner provided
for giving notice. The Parties will provide each other after-hours emergency contact phone
numbers of appropriate supervisory staff which shall be periodically updated.
Section 12. ,AAttonie s' Fees-, Litigation. In the event any action or suit is brought by a
Party against another Party by reason of the breach of any of the covenants or agreements set
forth in this Agreement or any other dispute between the Parties concerning this Agreement,
each Party shall be responsible for its own attorney's fees and costs.
Section 13. Apareement Terms.
A. Stens. Upon receiving prior written consent from the City, ESUSD may
place temporary special event or special achievement recognition signs on the Facilities
with the understanding that WUSD will be placing similar signs on the Facilities.
ESUSD shall be responsible for all costs of any approved signage and comply with all
applicable sign codes and ordinances.
B. Severability_. If any provision in this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will
nevertheless continue in full force without being impaired or invalidated in any way.
C. Entire Agreement, Waivers and Amendments. This Agreement
incorporates all of the terms and conditions mentioned herein, or incidental hereto, and
supersedes all negotiations and previous agreements between the Parties with respect to
all or part of the subject matter thereof. All waivers of the provisions of this Agreement
must be in writing and signed by the appropriate authorities of the Party to be charged.
Any amendment, extension or modification to this Agreement must be in writing,
authorized by the City Council and ESUSD Board and executed by ESUSD and the City.
D. Execution in Counte art. This Agreement may be executed in several
counterparts, and all so executed shall constitute one agreement binding on all Parties
hereto, notwithstanding that all Parties are not signatories to the original or the same
counterpart.
E. Effect of Recitals. The Recitals above are deemed true and correct, are
hereby incorporated into this Section as though fully set forth herein, and ESUSD and the
City acknowledge and agree that they are each bound by the same.
an
536
F. Exhibits. Exhibit "A" attached to this Agreement are incorporated herein
by this reference and made a part hereof.
G. Cooperation. Both the City and ESUSD hereby agree to cooperate with
each other by executing such other documents or taking such other actions as may be
reasonably necessary to complete this transaction in accordance with this Agreement.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the
date first above written.
DATED:
DATED:
EL SEGUNDO SCHOOL DISTRICT
By;
THE CITY OF EL SEGUNDO
Ron
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EXHIBIT "A"
DESCRIPTION AND MAP OF FACILITIES
Will be added upon approval.
538
FACILITIES USE AGREEMENT
BETWEEN
EL SEGUNDO UNIFIED SCHOOL DISTRICT
AND
THE CITY OF EL SEGUNDO
FOR THE PLUNGE SWIM CENTER
THIS AGREEMENT made and entered into this day of 5 2018 (the
"Effective Date"), by and between the El Segundo School District (hereinafter "ESUSD"), a
California public school district duly organized and existing under Chapter 1 of Division 3 of Title
2 of the Education Code of the State of California, and the City of El Segundo (hereinafter "City"),
a municipal corporation (individually a "Party" and collectively "the Parties").
RECITALS
WHEREAS, the City owns a pool facilities known as the "Urho Saari Swim Stadium" or
"The Plunge" located at 219 West Mariposa Avenue, El Segundo, CA 90245 (the "Facilities");
WHEREAS, ESUSD desires to use the Facilities for school and recreation activities; and
WHEREAS, the City desires to grant ESUSD a license to use the Facilities for purpose of
organizing and implementing community recreation and school activities.
NOW, THEREFORE, the Parties hereto agree as follows:
Section 1. Description of Facilities. The Facilities consist of a swimming pool and
associated facilities, including a stadium. A description and map depiction of the Facilities subJect
to this Agreement are attached hereto as Attachment "A".
Section 2. License and Contribution. City grants a license to ESUSD to use the
Facilities for conducting school related activities pursuant to the terms and conditions set forth
herein. City shall not charge ESUSD a license fee for use of the Facilities; however, ESUSD
agrees to provide a financial contribution to the City's planned "Facilities Renovation" of the
Facilities as defined and discussed in Section 3 below. ESUSD shall ensure that any use by any
ESUSD staff or students complies with the terms and conditions of this Agreement.
Section 3. Facilities Renovation. City hereby confirms that it is in the process of
designing and implementing renovation improvement work on the Facilities as set forth in the City
of El Segundo Urho Saari Swim Stadium Mechanical, Renovation, and Financial Analysis report
dated April 10, 2015 (the "Facilities Renovation"). City shall initially be responsible for all costs
associated with the Facilities Renovation. After the Facilities Renovation are complete, the City
shall provide adequate documentation establishing the direct actual total cost of the Facilities
Renovation incurred by the City ("Facilities Renovation Cost"), which shall be comprised solely
of the payments made by the City to the architect hired to design the Facilities Renovation and
payment to the Contractor completing the Facilities Renovation. The Facilities Renovation Cost
shall in no event include any indirect costs, including, but not limited to, any cost incurred to
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539
monitor, oversee, or approve of the Facilities Renovation, whether such indirect costs are incurred
by the City through hiring independent consultants or salary or other payment made to City staff
or employees. Upon receipt of the Facilities Renovation Cost, ESUSD, as consideration for the
right to use the Facilities pursuant to this Agreement, shall pay City a contribution totaling the
lesser of (i) twenty four percent (24%) of the Facilities Renovation Cost ("ESUSD Contribution")
or, (ii) One Million Dollars ($1,000,000.00) regardless of the total Facilities Renovation Cost.
ESUSD shall pay ESUSD Contribution within thirty (30) days of the Notice of Completion being
approved by the City for the Facilities Renovation.
Section 4. Term. The term of this Agreement shall be from the Effective Date through
that date which is ten (10) years from that date which ESUSD pays the amount set forth in Section
3 ("Term"). In the event that the City has not commenced the Facilities Renovation within fifteen
(15) years of the Effective Date, this Agreement shall be deemed terminated. The Parties, at their
sole discretion, may extend the term through a written agreement. ESUSD's use of the Facilities
during the Term shall be established in accordance with Section 8 below. If the Agreement is
terminated prior to the end of the Term for any reason, the Parties shall establish a mutually
convenient time to allow ESUSD to enter the Facilities to remove the Equipment and all remaining
personal property, if necessary.
Section 5. Conditions to Use.
A. Maintenance of the Facilities. During their respective times of use of the
Facilities as set forth in this Agreement, ESUSD and the City shall be responsible for
providing General Cleanup of the Facilities. As used herein, the term "General Cleanup"
shall mean putting away equipment and supplies, picking up trash and similar related
activities. Except for ESUSD's General Cleanup responsibilities acts of God and
involuntary destruction of the Facilities, and extraordinary repairs, the City shall, at its sole
cost and expense, keep and maintain the entire Facilities in good repair and appearance,
except for ordinary wear and tear, and free of unlawful or dangerous conditions and
properly lighted.
B. Conduct of Employees and Inviteel. Each Party shall insure that all
employees, invitees, and all others using the Facilities will adhere to proper standards of
public conduct. If the City has specific rules or regulations applicable to the use of the
Facilities, the City shall make such rules available to ESUSD in writing (the "Rules"). If
ESUSD has any questions or concerns about the Rules that may prohibit or interfere with
ESUSD's use of the Facilities, the Parties shall meet in good faith to address ESUSD's
concerns.
C. Utilities. The City shall be responsible for payment of all utilities associated
with operation and use of the Facilities throughout the Term, including any and all utilities
used during ESUSD's use. The City shall take reasonable steps necessary to ensure the
Facilities receive complete and uninterrupted utilities during any and all ESUSD use times,
including, but not limited to, adequate electricity, heating, and lighting.
-2-
540
D. Access. The City shall provide ESUSD with access the Facilities during
the times that ESUSD has scheduled use of the Facilities.
E. Parkin . The Facilities has no parking facilities.
Section 6. Insurance.
A. ESUSD's Duty to Insure. ESUSD must keep in full force and effect during
the term of this Agreement public liability insurance, insuring and protecting City and
ESUSD from and against any and all liability of City for damages arising out of or
connected with use by ESUSD, its agents, employees, permittees, and students of the
Facilities or any building, Facilities or equipment located thereon. All public liability
insurance required hereunder must be in the minimum amount of Ten Million Dollars
($10,000,000) and a certificate of such insurance showing City as additional insured must
be provided to City. Said certificate must provide that City will receive thirty (30) days'
notice of cancellation of said policy.
B. City's Duty to Insure. City must keep in full force and effect during the term
of this Agreement public liability insurance, insuring and protecting City and ESUSD from
and against any and all liability of ESUSD for damages arising out of or connected with
use by City, its agents, employees, and permittees of the Facilities or any building,
Facilities or equipment located thereon, including the Facilities Renovation. All public
liability insurance required hereunder must be in the minimum amount of Ten Million
Dollars ($10,000,000) and a certificate of such insurance showing ESUSD as additional
insured must be provided to ESUSD. Said certificate must provide that ESUSD will receive
thirty (30) days' notice of cancellation of said policy.
Section 7. Indemnification.
A. ESUSD's Indemnification. ESUSD shall defend, indemnify, and hold
harmless the City, its city council, officials, officers, agents and employees, from any cost,
expense, liability, loss, damage, injury or death to persons, or damage to or loss of property,
including City property, arising out of District's use of the Facilities or any building,
Facilities or equipment located thereon.
B. City's Indemnification. City shall defend, indemnify, and hold harmless the
District, its Governing Board, officials, officers, agents and employees, from any cost,
expense, liability, loss, damage, injury or death to persons, or damage to or loss of property,
including ESUSD property arising out of City's use of the Facilities or any building,
Facilities or equipment located thereon.
The provisions of this Section shall survive the termination or expiration of this Agreement.
Section 8. Scheduling. The City and ESUSD shall schedule use of the Facilities using
the process set forth in the Joint Use Agreement entered into by the parties on or about September
18, 2018 by meeting every six (6) months to establish schedules for use of the Facilities
("Scheduling Meetings"). Except for Acts of God, occurrences beyond the City's reasonable
-3-
541
control, the actions of ESUSD, required maintenance or repair activities, or involuntary destruction
of the Facilities, if ESUSD is prevented from partially or entirely using the Facilities pursuant to
this Agreement at the times reserved for ESUSD,s, ESUSD, at its sole discretion, may require the
City provide an alternative time to use the Facilities in addition to the times set forth in the Master
Agreement including requiring the City to cancel other previously scheduled special or regularly
held events and classes The Parties entered into a separate agreement in which the City granted
ESUSD the right to use a separate pool facilities known as the "El Segundo Aquatics Center"
located on a portion of the property 201 N. Douglas, El Segundo, CA 90245 (the "Aquatic
Center"). As set forth in the Aquatic Center Agreement, the City granted ESUSD certain rights to
use the Facilities (as defined in this Agreement) should ESUSD be prevented from using the
Aquatic Center under certain specified conditions. Therefore, the Parties hereby acknowledge and
agree that should any disruption of ESUSD's use of the Aquatic Center occur, other than due to
the fault of ESUSD, the Parties will each use reasonable efforts to coordinate and reschedule and
City and ESUSD uses at the Facilities as originally established in the Scheduling Meetings, in
order to grant ESUSD additional time to use the Facilities to compensate for such disruption. In
the event there is a conflict that cannot be reasonably resolved by the Parties, ESUSD shall have
the right to require the City to cancel other previously scheduled special or regularly held events
and classes to provide ESUSD with such additional use time. If ESUD's use rights are not met
due to insufficient available time at the Facilities for a period of thirty days or more, ESUSD may
immediately terminate this Agreement, and shall remain entitled to reimbursement as set forth in
Section 10 below.
Section 9. Compliance with Law. City shall comply with all requirements, laws,
ordinances, rules, and regulations applicable to the Facilities, enacted or promulgated by any
public or governmental authority or agency having jurisdiction over the Facilities. City shall be
responsible for obtaining and maintaining throughout the Term of the Agreement all permits,
licenses, approvals from any local, state or federal agency necessary for the use of the Facilities.
Section 10. Termination. In the event the City breaches any of the terms set forth
herein, ESUSD may provide a written demand notice requiring the City to immediate address and
rectify the breach. If the City refuses or fails to rectify or address the breach upon receipt of
ESUSD's notice in a tirnely manner, ESUSD may terminate this Agreement. Either Party may
terminate this Agreement upon one (1) year's written notice. Upon termination due to a breach by
the City or the City's provision of one year written notice to this Section, ESUSD shall be entitled
to reimbursement of ESUSD Contribution on a pro -rata basis (the number of months elapsed since
the EfTective Date compared to 120 months.
Section 11. Legal Interpretation of Instrument. The Parties expressly understand and
agree that this Agreement constitutes a non-exclusive license for use of the Facilities. This
Agreement shall be governed by the laws of the State of California.
Section 12. Notices. Any notice, request, information or other document to be given
hereunder to any of the Parties by any other Parties shall be in writing and shall be deemed given
and served upon delivery, if delivered personally, or three (3) days after mailing by United States
mail as follows:
H
542
If to ESUSD: EL SEGUNDO UNIFIED SCHOOL DISTRICT
Attn: Melissa Moore, Ed.D. Superintendent
641 Sheldon St.
El Segundo, CA 90245
Telephone: (310) 615-2650
Email:mmoore@esusd.kl2.ca.us
If to CITY: CITY OF EL SEGUNDO
Attn: City Clerk
City of El Segundo
El Segundo, CA 90245
Any Party may change the address or persons to which notices are to be sent to it by giving the
written notice that such change of address or persons to the other Parties in the manner provided
for giving notice. The Parties will provide each other after-hours emergency contact phone
numbers of appropriate supervisory staff which shall be periodically updated.
Section 13. Attorne s' Fees• Liti titian. In the event any action or suit is brought by a
Party against another Party by reason of the breach of any of the covenants or agreements set forth
in this Agreement or any other dispute between the Parties concerning this Agreement, each Party
shall be responsible for its own attorney's fees and costs.
Section 14. Areement Terms.
A. Ste. ESUSD may only place temporary event signs on the Facilities upon
receipt of prior written consent from the City, which shall not be unreasonably denied.
ESUSD shall be responsible for all costs of any approved signage and comply with all
applicable sign codes and ordinances.
B. Severability. If any provision in this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will
nevertheless continue in full force without being impaired or invalidated in any way.
C. Entire A regiment Waivers and Amendments. This Agreement
incorporates all of the terms and conditions mentioned herein, or incidental hereto, and
supersedes all negotiations and previous agreements between the Parties with respect to all
or part of the subject matter thereof. All waivers of the provisions of this Agreement must
be in writing and signed by the appropriate authorities of the Party to be charged. Any
amendment or modification to this Agreement must be in writing, approved by the City
Council and ESUSD Board and executed by ESUSD and City.
D. Execution in Counterpart. This Agreement may be executed in several
counterparts, and all so executed shall constitute one agreement binding on all Parties
hereto, notwithstanding that all Parties are not signatories to the original or the same
counterpart.
-5-
543
E. Effect of Recitals. The Recitals above are deemed true and correct, are
hereby incorporated into this Section as though fully set forth herein, and ESUSD and City
acknowledge and agree that they are each bound by the same.
F. Exhibits. Exhibit "A" attached to this Agreement are incorporated herein
by this reference and made a part hereof.
G. Cooperation. Both City and ESUSD hereby agree to cooperate with each
other by executing such other documents or taking such other actions as may be reasonably
necessary to complete this transaction in accordance with this Agreement.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the date
first above written.
DATED:
DATED:
EL SEGUNDO SCHOOL DISTRICT
CITY OF EL SEGUNDO
M
544
EXHIBIT "A"
DESCRIPTION AND MAP OF FACILITIES
Will be added upon approval.
545
EL SEGUNDO CITY COUNCIL MEETING DATE: September 18, 2018
AGENDA STATEMENT AGENDA HEADING: Consent Agenda
AGENDA DESCRIPTION:
Consideration and possible action regarding adoption of a resolution authorizing the
annual destruction of identified records in accordance with the provisions of Section
34090 of the Government Code of the State of California.
(Fiscal Impact: Not to exceed $1,200)
RECOMMENDED COUNCIL ACTION:
1. Adopt Resolution authorizing the destruction of certain records;
2. Alternatively, discuss and take other action related to this item.
ATTACHED SUPPORTING DOCUMENTS:
Resolution with Attachments
FISCAL IMPACT: Included in Adopted Budget
Amount Budgeted: $1,200
Additional Appropriation: N/A
Account Number(s): 001-400-1301-6214 (Professional & Technical)
STRATEGIC PLAN:
Goal: 1 and 4
Objective: IA and 4B
ORIGINATED BY: Mona Shilling, Deputy Ci Clerk II/
REVIEWED BY: Tracy Weaver, City Clerk
APPROVED BY: Greg Carpenter, City Manage
BACKGROUND AND DISCUSSION:
Each year various City Departments need to transition older documents to storage or destruction
and make space for new records. By reviewing the older records and inventorying the current
ones, available storage space is used more efficiently.
Documents from the following departments are proposed to be destroyed in accordance with
Government Code Section 34090:
City Clerk
City Manager
Recreation and Parks
Library
Fire
12
The responsible department(s) have reviewed the listed records, verified that the documents may
be destroyed based on the applicable retention schedule adopted by City Council Resolutions
4291, 4471 and 4487 and the Secretary of State Local Government Records Management
546
Guidelines. As required by state law, the City Attorney has given written consent to the
destruction of these records.
STAFF RECOMMENDATION:
The City Council approve the attached Resolution and Exhibit A authorizing the destruction of
the specified records in accordance with the California Government Code.
547
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE DESTRUCTION OF
PUBLIC RECORDS IN ACCORDANCE WITH THE CALIFORNIA
GOVERNMENT CODE.
The Council of the City of EI Segundo does resolve as follows -
SECTION 1: The City Council finds as follows:
A. Certain documents from the City Clerk, City Manager, Recreation
and Parks, Library and Fire departments are proposed to be
destroyed in accord with Government Code § 34090;
B. The City Attorney gave written consent to the destruction of these
records pursuant to Government Code § 34090;
C. Based upon the documents presented for destruction, it does not
appear to the City Council that these records need be retained and
that such records are occupying valuable storage space.
SECTION 2: Approval and Authorization. Pursuant to Government Code §
34090, the City Council approves the destruction of the records referred to in
attached Exhibit 'A," which is incorporated by reference, and authorizes the City
Clerk to dispose of the records in any lawful manner.
SECTION 3: Upon destroying these documents, the City Clerk is directed to
complete a certificate verifying the destruction of these records and file the
certificate with the City's official records.
SECTION 4: The City Clerk is directed to certify the adoption of this Resolution;
record this Resolution in the book of the City's original resolutions; and make a
minute of the adoption of the Resolution in the City Council's records and the
minutes of this meeting.
SECTION 5: This Resolution will become effective immediately upon adoption
and will remain effective unless repealed or superseded by a subsequent
resolution.
[SIGNATURES ON NEXT PAGE]
548
RESOLUTION NO.
PASSED AND ADOPTED this 18th day of September 2018.
Drew Boyles
Mayor
ATTEST:
Tracy Weaver
City Clerk
APPROVED AS TO FORM:
Mark D. Hensley,
City Attorney
549
EXHIBIT A
550
CITY OF EL SEGUNDO
RECORDS DESTRUCTION FORM
The records listed below are scheduled to be destroyed:
RecordsDescription Start
Date
City Council Agenda Packets 1/4/05
End
Date
3/15/05
Box #
6/20161
Retention
Period
5 years
Dept
City Clerk
City Council Agenda Packets
4/19/05
10/4/05
6/20162
5 years
City Clerk
City Council Agenda Packets
11/1/05
12/20/05
6/20163
5 years
City Clerk
Completed/Expired
Contracts
2004
2005
............
6/20164
11 years
City Clerk
Completed/Expired
Contracts
2004
2005
6/20165
11 years
City Clerk
Bids and RFP Submittals
2006
2006
6/20166
2 years
City Clerk
City Council Agenda Packets
1/8/13
10/28/13
6/20167
5 years
City Clerk
City Council Agenda Packets
11/5/13
12/17/13
6/20168
5 years
City Clerk
Completed/Expired
Contracts
2004
2006
6/20171
11 years
City Clerk
Bids and RFP Submittals
2006
2006
6/20172
2 years
City Clerk
Bids and RFP Submittals
2006
2006
6/20173
2 years
City Clerk
Bids and RFP Submittals
2006
2006
6/20174
2 years
City Clerk
City Council Agenda Packets 1/17/06
12/19/06
2006
6/20175
6/20176
5 years
11 years
City Clerk
City Clerk
Completed/Expired 2005
Contracts
Bids and RFP Submittals 2011
2011
6/20177
2 years
City Clerk
Bids and RFP Submittals
2011
2012
6/20178
2 years
City Clerk
Bids and RFP Submittals
2011
2012
6/20179
2 years
Citv Clerk
Bids and RFP Submittals
2012
2012
6/201710
2 years
City Clerk
City Council Agenda Packets
1/7/07
9/16/07
6/201711
5 years
City Clerk
City Clerk
City Council Agenda Packets
10/2/07
12/16/07
6/201712
6/201713
5 years
General Municipal Election —
April 12, 2016 — Voted
Ballots and Post Count VBM
and Provisionals
2016
2016
' 6 months
City Clerk
General Municipal Election —
April 12, 2016 — VBM Yellow
used envelopes
2016
2016
6/2017 14
6 months
City Clerk
General Municipal Election —
April 12, 2016 — VBM Yellow
2016
2016
6/2017 15
6 months
City Clerk
P:\City Clerk\Destruction_Retention\2018\2018 CITY CLERK Records Destruction Form.doc
551
used envelopes
General Municipal Election — 2016
2016
6/2017 16
6 months
City Clerk
April 12, 2016 — used
provisional ballot envelopes,
not counted ballots„ Late
VBM Applications, unused
ballots for duplication
General Municipal Election — 2016
..
City Clerk
2016
6/201717
-.........
6 months
April 12, 2016 VBM returned
by Post office
General Municipal Election —
2016
2016
6/201718
6 months
City Clerk
April 12, 2016 — Unused
sample ballots
General Municipal Election — 2016
2016 6/201719
6 months
City Clerk
April 12, 2016 - Unused
Ballots #3944-4129 Spanish
#4130-4391
2016 1 6/201720
6 months
General Municipal Election — 2016
City Clerk
April 12, 2016 - Unused
Ballots #4392-4653
2016 6/201721
General Municipal Election —
2016
6 months
City Clerk
April 12, 2016 — Unused
Ballots #4654-4920
General Municipal Election —
2016
2016
6/201722
6 months
City Clerk
April 12, 2016- Unused
Ballots #4921-5149 _
6 months
General Municipal Election —
2016
2016
6/201723
City Clerk
April 12, 2016- Unused
Ballots #5150-5194
General Municipal Election —
6/201724
City Clerk
2016
2016
6 months
April 12, 2016- Unused
Ballots #5195-5459
6 months
City Clerk
General Municipal Election —
2016
2016
6/201725
April 12, 2016- Unused
Ballots #5501-5550
Completed/Expired
2006
2006
6/201726
11 years
City Clerk
Contracts
Bids and RFP Submittals
2007
2007
6/20181
2 years
City Clerk
Bids and RFP Submittals
2007
2007
6/20182
2 years
City Clerk
Bids and RFP Submittals
2007
2007
6/20183
2 years
City Clerk
Bids and RFP Submittals
2007
2007
6/20184
2 years
City Clerk
City Council Agenda Packets
1/16/08
12/18/08
6/20185
2 years
2 years
City Clerk
Bids and RFP Submittals
......
2009
2009
2009
2009
1 6/20186
City Clerk
Bids and RFP Submittals
6/20187
2 years
2 years
2 years
City Clerk
City Clerk
City Clerk
Bids and RFP Submittals
2009 1
2009
6/2018 8
Bids and RFP Submittals
2009
2009
6/20189
P:\City Clerk\Destruction—Retention\2018\2018 CITY CLERK Records Destruction Form.doc
552
Completed/Expired
2007
2008
6/2018 10
11 years
City Clerk
Contracts
January 20, 2015 - Prop 218
2015
2015
6/201811
6 months
City Clerk
— Water/Sewer Protest
Ballots
January 20,2015 - Prop 218
2015
2015
6/2018 12
6 months
City Clerk
— Water/Sewer Protest
Ballots — returned ballots
6/201813
6 months
January 20,2015 - Prop 218
2015
2015
City Clerk
— Water/Sewer Protest
Ballots — ballots received
after 11/18/2014 council
meeting
January 20,2015 - Prop 218
2015
2015
6/2018 14
6 months
City Clerk
— Water/Sewer Protest
Ballots- Water Ballots
January 20,2015 - Prop 218
2015
2015
6/2018 15
6 months
City Clerk
— Water/Sewer Protest
Ballots — Sewer Ballots
January 20,2015 - Prop 218
2015
2015
6/2018 16
6 months
City Clerk
— Water/Sewer Protest
Ballots — Water Ballots
January 20,2015 - Prop 218
2015
2015
6/2018 17
6 months
City Clerk
— Water/Sewer Protest
Ballots — Sewer Ballots
January 20,2015 - Prop 218
2015
2015
6/2018 18
6 months
City Clerk
— Water/Sewer Protest
Ballots — Returned Protest
Ballots
General Municipal Election —
2016
2016
6/2018 19
2 years
City Clerk
April 12, 2016 — Voter
Information
Closed/Complete Public
2013
2015
6/2018 20
2 years
City Clerk
Records Requests
APPROVED FOR DESTRUCTION:
uj�" �)MWB
DepartMent Head
APPROVED FOR DESTRUCTION:
VOL. It
D
City Attorne
I - i3. IQ
Date
q113 /1'%
Date
PACity Clerk\Destruction_Retention\2018\2018 CITY CLERK Records Destruction Form.doc
553
TRACY WEAVER, CITY CLERK, HEREBY CERTIFY that the items listed above
are approved for destruction on in accordance with City
policies and procedures:
Tracy Weaver, City Clerk
Date
*NOTE:: The Records Description must be from the Secretary of State Local Government
Records Management Guidelines February 2006. It must include the Index (document type),
Category and page number (Refer to pages C5 -C15)
PACity Clerk\Destruction_Retention\2018\2018 CITY CLERK Records Destruction Form.doc
554
DOCUMENTS FOR DESTRUCTION
6/2016
BOX 1
Agenda Packets
01 /04/05 — CANCELED
01/18/05
01/25/05
02/01/05
02/15/05
02/22/05
03/01/05
03/15/05
555
DOCUMENTS FOR DESTRUCTION
6/2016
BOX 2
Agenda Packets
4/1/9/05
4/5/05
5/3/05
5/20/05
5/17/05
6/7/05
6/21/05
7/5/05 — CANCELED
7/19/05
7/25/05
8/16/05
8/20/05
9/6/05
9/20/05
10/4/05
556
DOCUMENTS FOR DESTRUCTION
6/2016
BOX 3
Agenda Packets
11/1/05
10/18/05
12/20/05
12/6/05
11/29/05
11/15/05
557
DOCUMENTS FOR DESTRUCTION
6/2016
BOX 4
Contract No. Completed/Expired Contractor
1800
8/8/05
Gannett Outdoor Bus Shelters
2553
6/21/04
Don LaFrance, ADA Doors
2603
5/31/05
Prosum
2691
5/31/05
Prosum
2702
12/31/00
El Camino Community College
2737
2/22/05
Wyle Laboratories
2795
8/31/05
LDM Associates
2796
8/31/05
Tina Gall
2826
6/3/05
Burke, Williams & Sorensen
2845
12/21/05
Data Microimaging
2846
2/23/05
California Traffic Safety Institute
2882
8/8/05
Denn Engineers
2887
12/31/08
The Omega Group
2910
3/3/05
LPA
2921
3/12/05
UCLA Medical Center
2959
9/13/05
Motorola Service Agreement
2961
8/18/05
Empire Pipe Cleaning
2967
12/29/05
Waste Management
2970
12/14/05
Falcon Fuels
3019
3/3/05
CBM Consulting, Inc. construction inspection
3037
11/1/05
Flow Systems Inc.
3042
6/1/05
Prosum, technical support
3049
9/13/05
Motorola, radio workstations and software
3057
12/21/05
Data Microimaging
3286
5/25/05
Bell Event Services, Microphone Rental
3312
8/9/05
SPCLA, Animal Shelter
3314
2/22/05
NSA Construction, RSI Bid Group 4
3318
2/23/05
Science Adventures
3324
2/2/05
Burke, Williams and Sorensen, bond disclosure
3342
6/21/05
Tekton Building Library Interior Modifications
3352
5/30/05
Prosum
3371
11/10/05
Nick's Independent Contract Sports Officials
3377
9/30/05
Amy Lane, Contract Instructor
3409
1/24/05
Karcher Environmental, asbestos abatement clubhouse
3431
3/17/05
HH Construction VOIDED CONTRACT
3440
7/20/05
Premium Construction, Playground Equipment
3447
11/18/05
Marcy Dugan Photography
3452
5/4/05
Daphine Painting, George E. Gordon Clubhouse
3453
5/4/05
All Area Plumbing
558
3465
12/6/05
John T. Malloy, Inc., water line replacement
3473
5/11/05
Sapphire Technologies
3487
10/18/05
Advanced Environmental Services, fuel tank repair
3488
10/18/05
Ford Inc.
3489
9/9/05
Belaire Landscape
6/2016
BOX 5
Contract No.
Completed/Expired
Contractor
3141
3/30/05
The Glass Professionals
3100
8/31/05
Tina Gall, CDBG Consultant
3099
8/31/05
Los Angeles Co. CDBG ADA Elevator
3091
12/31/05
Bob Murray & Assoc. Recruitment
3078
11/1/05
Flo -Systems, Inc. Pump Station Motor
3195
11/4/05
Rehab Financial Corp, Minor Home Repair
3185
3/3/05
CBM Consulting, construct management
3183
6/18/05
LDM, Consultants
3178
8/24/05
Willdan, Consultants Land Use
3176
2/8/05
BOA Architecture, Refurb Design Chamber
3148
8/9/05
SPCLA, Animal Shelter
3285
9/28/05
Healthsouth Training Center
3299
3/2/05
Harris & Assoc., consultant design services
3269
12/31/04
Marx Bros. Fire Extinguisher
3268
12/31/04
Dewey Pest Control
3263
11/8/04
Dr. Maureen Sassoon, Health & Safety Services
3258
2/16/05
Cassidy & Associates, LAX Master Plan
3252
9/28/05
Diane Graner-Gallas, Coach Master Swim Team
3249
9/28/05
Robin Ford, Kids Crafts Instructor
3245
12/16/06
Data Microimaging
3241
9/8/05
Jamie Sanchez, Tennis Program Coord.
3232
12/12/05
Tremco Weatherproofing Tech.
3239
8/21/05
Polaris Electric
3229
8/24/05
Polaris Electric
3221
12/12/05
Tremco Weatherproofing Tech.
3220
6/20/05
Sunset Home Improvement, Carpet
3209
3/3/05
Harris & Assoc. Consultants
3207
12/12/05
Tremco Weatherproofing Tech.
3205
8/8/05
Denn Engineers
3198
12/31/05
ASCI, Security Gates
NOTE TO FILE — ROOM IN BOX
559
6/2016
BOX 6
RFP 06-01
3/7/06
July 4 1 Fireworks
RFP 06-02
3/8/06
Police Vehicles
RSI 06-03
3/25/06
Residential Sound Insulation RSI Group 9
RSI 06-04
3/25/06
Residential Sound Insulation RSI Groupl0
560
DOCUMENTS FOR DESTRUCTION
6/2016
BOX 7
Agenda Packets
01/08/13
01/15/13
02/05/13
02/19/13
03/05/13
03/19/13
03/28/13
— SPECIAL
04/02/13
04/02/13
— SPECIAL
04/10/13
— SPECIAL
04/16/13
04/23/13
—SPECIAL
04/30/13
—SPECIAL
05/07/13
05/14/13
—SPECIAL
05/21/13
06/04/13
06/12/13
06/18/13
06/27/13
—SPECIAL
07/02/13
—CANCELED
07/16/13
08/06/13
08/20/13
08/22/13 -SPECIAL
09/03/13
09/17/13
09/25/13
- SPECIAL
10/01/13
10/15/13
10/28/13
-SPECIAL
561
DOCUMENTS FOR DESTRUCTION
6/2016
BOX 8
Cont. Agenda Packet
11/05/13
11/19/13
11/26/13
12/03/13
12/11/13
12/17/13
562
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 1
Recreation & Parks Individual Contract Instructor Agreements FY 2004/2005 and
FY 2005/2006
R&P #
Name
Services
06-129
Paul Alford
Musical Accomp Summer Youth Drama
06-002
Lidia Barillas
Masters Swim Coach
05-002A
Lidia Barillas
Adv. Swim Workouts Coach
06-003
Lori Barraza
Youth Swim Team
05-080
Lori Barraza
Youth Swim Team Asst. Coach
05-065
Jennifer Barry
Private Swim Lessons
05-091
James Batton
Technician Youth Drama
06-082
Jennifer Bazilius
Private Swim
06-006
Trevor Berens
Musical Theater Workshop
05-094
Trevor Berens
Musical Theater Workshop
05-104
Ryan Berezoski
Skateboard Instructor
06-007
Jillian Berry
Private Swim Lessons
05-083
Jillian Berry
Private Swim Lessons
07-006
Lauren Blair
Asst. Costumer and Choreographer
06-122
Lauren Blair
Asst. Costumer and Choreographer
06-105
Sergui Boerica
Tennis Instructor
06-104
Natalie Bongioanni
Ballroom Dance
06-120
Thomas Bruce
Youth Basketball
06-011
Jean Bue
Youth Cooking Class
05-109
Madeline Burke
Youth Drama
05-085
Madeline Burke
Youth Drama
06-014
Laurine Carreon
Jr. Drama Show
06-127
Michael Cason
Youth Drama Consultant
06-016
Jean Anne Chick
Masters Swim Team
06-092
Jeffrey Cason
Youth Drama Consultant
06-093
Michael Cason
Youth Drama Consultant
06-015
Vicki Chaney
Dog Obedience
06-005
Derek Chapin
Skateboard Instructor
05-105
Jeananne Chick
Masters Swim Coach
06-134
Scott Cummings
Private Swim Lessons
05-013
Anne Marie D'Agostino
Masters Swim Asst. Coach
06-017
Marina Darowish
Belly Dance Workout
06-018
Caleb Davidge
Private Swim Lessons
05-066
Caleb Davidge
Private Swim Lessons
06-019
Carlie Day
Private Swim Lessons
06-020
Steven Demshki
Private Swim Lessons
05-067
Steven Demshki
Private Swim Lessons
563
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 1
Recreation & Parks Individual Contract Instructor Agreements FY 2004/2005 and
FY 2005/2006 - CONTINUED
R&P # Name
05-116
Baron Desrosiers
06-090
Baron Desrosiers
06-021
Bobby Dugan
06-138
Lisa Edelman
06-023
Tomme Ellis
05-092
Jim Gamble
06-139
Jeanette Gant
05-082
Jeanette Gant
05-069
Gemma Gaudio
06-026
Tracy Gibson
2012-2013 Public Records Requests
Services
Private Swim Lessons
Private Swim Lessons
Private Swim Lessons
Musical Accompaniment
Tai Ci Chuan Instructor
Puppet Productions
Private Swim Lessons
Private Swim Lessons
Private Swim Lessons
Skateboard Instructor
564
RFP 06-01
3/7/06
RFP 06-02
3/8/06
RSI 06-03
3/25/06
RSI 06-04
3/25/06
RFP 06-07
6/30/06
IFP 06-08
8/29/08
RFP 06-09
10/10/06
6/2017
BOX 2
July 4th Fireworks
Police Vehicles
Residential Sound Insulation RSI Group 9
Residential Sound Insulation RSI Group 10
Nash/Douglas Conversion
HVAC Maintenance City Buildings
Fire Station 2 Architect Services
565
6/2017
BOX 3
RFP 06-10
8/22/06
Plan Check Services
RSI 06-11
10/24/06
Residential Sound Insulation RSI Group 11
RSI 06-12
11/21/06
Residential Sound Insulation RSI Group 12
RSI 06-13
11/21/06
Residential Sound Insulation RSI Group 13
RSI 06-16
11/28/06
Residential Sound Insulation RSI Group 16
RSI 06-14
11/28/06
Residential Sound Insulation RSI Group 14
RSI 06-15
11/28/06
Residential Sound Insulation RSI Group 15
RSI 06-17
12/5/08
Residential Sound Insulation RSI Group 17
RSI 06-18
12/5/06
Residential Sound Insulation RSI Group 18
RSI
Specs and Standard Details Vol 1 Groups 9 and 10
RSI
Specs and Standard Details Vol 1 Group 11
RSI
Specs and Standard Details Vol 2 Group 11
566
6/2017
BOX 4
PW 06-01
8/15/08
Installation of Telemetry SCADA System NO BIDS
RECEIVED
PW 06-02
3/7/06
Tennis and Basketball Courts Refurb
PW 06-03
2/28/06
Refurb Driving Range Lakes Golf Course
PW 06-05
5/23/06
Curb, Gutter and Sidewalk Improvements
PW 06-09
8/10/06
2005-2006 Slurry Seal
PW 06-12
12/5/06
Blue Stone Paving Replacement Main/Grand
PW 06-13
11/22/06
El Segundo Athletic Fields
567
6/2017
BOX 5
City Council Agenda Packets (scanned into Questys Document Imaging)
1/17/06
2/7/06
2/21/06
3/7/06
3/23/06
4/4/06
4/18/06
5/2/06
5/16/06
6/7/06
6/20/06
7/5/06
7/18/06
7/24/06
8/l/06
8/15/06
9/5/06
9/19/06
9/25/06
10/8/06
10/17/06
11/8/06
11/21/06
12/5/06
12/19/06
568
Contract #
2002
2746
2880
2993
3080
3088
3174
3257
3272
3279
3332
3332A
3335
3379
3381
3382
3389
3388
3390
3391
3392
3393
3394
3401
3402
3408
3419
3456
3466
34780
3496
3523
3524
3524
3526
3528
3529
3530
3531
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 6
Completion Name Service(s)
01/13/06
01/13/06
04/25/06
09/07/06
01/08/07
01/08/07
02/06/06
09/09/06
02/09/06
12/14/06
06/12/06
06/12/06
01/24/06
02/09/06
10111105
10/11/05
09/27/05
09/27/05
09/27/05
09/27/05
09/27/05
09/27/05
09/27/06
09/27/05
09/27/05
03/13/06
01/25/06
03/01/06
02/08/06
3/16/06
01/26/06
11/14/06
11/14/06
11/14/06
11/14/06
11/14/16
11/14/06
11/14/06
11/14/06
SCRMA
So Ca Risk Mgmt Assoc.
Christopher A. Joseph
Christopher A. Joseph
Warehouse Uniforms
Carmen's Uniforms
City of Redondo Beach
Christopher Joseph Assoc.
Westchester Medical
Garland Associates
Hunter -Kennedy & Assoc.
John L. Hunter
Pyro-Spectaculars by Souza
Westchester Medical Group
Cassidy & Associates
MMWW
Ford, Robin
Elia, Victoria
Pottenger, Aleta
Borgerding, Wanda
Graner-Gallas, Diane
Sanchez, Jamie
Shultz, Kimberly
Rutledge, Kristie
Beahm, Michael
RJM Design Group
Range Maint. Service
Wildan
Y & M Construction
Prosum, Inc.
Munifiancial
Beahm, Michael
Borgerding, Wanda
Elia, Victoria
Graner-Gallas, Diane
Pottenger, Aleta
Rutledge, Kristie
Sanchez, Jamie
Shultz, Kimberly
Workers' Comp.
Workers' Comp.
Consult Water Well
Environmental Impact
Police Dept. supplier
Fire Dept. supplier
Counseling Services
Environmental Services
Eval Safety Personnel
Traffic Engr. Service
Consultant
Consultant
4th 2004
Fitness Eval PD
LAX Master Plan
LAX Master Plan
Kids Inst.
Yoga Inst.
Youth Instructor
Tot Musical Inst.
Master Swim Team Coach
Tennis Inst.
Youth Swim Coach
Youth Drama Program
Youth Drama Consultant
ES Aquatic Master Plan
PD
Interim Sr. Planner
Sidewalk Improvements
IST Consulting
Traffic Congestion
Theatre Arts
Youth Musical Inst.
Yoga Inst.
Masters Swim Inst.
Youth Dance Inst.
Theatre Arts
Tennis Instructor
Youth Swim Team
569
3533
3535
3537
3538
3559
3564
3580
3581
3603A
3621
Contract #
2721
11/14/06
12/21/06
12/14/06
01/06/06
06/07/06
06/20/06
08/15/06
06/20/06
12/31/06
10/18/06
Completion
02/26/07
Gibson, Tracy
Cassidy & Associates
Powertronics
Martin & Chapman Co
All American Asphalt
Don LA Force Assoc.
Belaire West Landscape
Trueline
City of Redondo Beach
Trueline
Name
Rom Takeichi Assoc.
Skateboard Inst.
LAX Lobby DC
Light control Rec Pk
GM Election 2006
Continental -Grand -ES Blvd.
ADA Access PD
Driving Range Golf Course
Rec Pk BB & Tennis Ct.
So Bay Child Health Ctr
Rec Pk Raquetball ct
Service(s)
ESSHC BD.
570
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 7
PW 11-13
City-wide Fiber Optic Installation Project
PW 11-09
Sanitary Sewer System Rehab Project
PW 11-09
Refurbish Racquetball Courts at Recreation Park
PW 11-04
Miscellaneous Roof Repairs at City Hall
PW 11-03
Install Surveillance Equipment at Police Department
PW 11-02
Maryland St Improvements — Mariposa to Palm
PW 11-01
2010/2011 Curb and Gutter
571
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 8
RFP 11-02
Lease of Water Pumping Rights FY 2010/2011
RSI 11-04
Residential Sound Insulation Group 41
RFP 11-03
Residential and Municipal Facilities Waste Collection Services
RSI 10-10
Residential Sound Insulation Group 41 — CANCELLED
RSI 12-02
Residential Sound Insulation Group 43
RSI 11-04
Residential Sound Insulation Group 41
RSI 11-04
Residential Sound Insulation Group 42
572
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 9
RSI 12-05 Residential Sound Insulation Program Group 46
RSI 12-06 Residential Sound Insulation Program Group 46
RSI 12-07 Residential Sound Insulation Program Group 47
RFP 12-08 Park Place Extension
RFP 11-05 Maple Ave Improvements
573
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 10
RSI 12-03
Residential Sound Insulation Group 44
RFP 12-15
Elevator Maintenance — CANCELLED
RFP 12-16
Custodial Services
RSI 12-12
Residential Sound Insulation Group 48
RSI 12-11
Residential Sound Insulation Group 47
RSI 12-09
Residential Sound Insulation Group 46
574
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 11
Agenda Packets
01/07/07
— CANCELED
01/21/07
02/04/07
02/18/07
03/04/07
03/10/07
03/18/07
03/26/07
04/01/07
04/04/07
04/15/07
04/17/07
05/06/07
05/06/07
— SPECIAL
05/14/07
05/20/07
05/29/07
05/29/07 —
SPECIAL
06/06/07
06/03/07 —
SPECIAL
06/11/07
06/17/07
06/24/07
06/26/07
07/01/07
07/08/07
07/15/07
07/21/07 —
SPECIAL
07/22/07 —
SPECIAL
08/04/07
08/05/07
08/12/07
08/19/07
08/26/07
09/02/07
09/02/07
09/09/07
09/16/07
575
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 12
Cont. Agenda Packets
10/02/07
10/07/07
10/21/07
11/04/07
11/04/07 — SPECIAL
11/18/07
12/02/07
12/16/07
576
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 13
April 12, 2016 General Municipal Elections —
Voted Ballots and Post Count VBM and Provisional for Precincts 18, Precinct 20,
& Precinct 30.
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 14
April 12, 2016 General Municipal Election —
o Vote by Mail Ballots — Yellow used envelopes for Precinct 20 and Precinct 30
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 15
April 12, 2016 General Municipal Election —
Vote by Mail Ballots — Yellow used envelopes for Precinct 18 and Vote by Mail
Applications
577
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 16
April 12, 2016 General Municipal Election —
Used Provisional ballot envelopes for Precinct 18, Precinct 20 and Precinct 30
• Not counted ballots — Received late/ No Signatures/ Unable to Verify/ Spoiled
used for Training/ Returned Unsigned.
• Late Vote by Mail Applications — Not Processed
• Unused Ballots used for Duplication
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 17
April 12, 2016 General Municipal Election —
• Vote By Mails returned by Post Office
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 18
April 12, 2016 General Municipal Election —
■ Unused Sample ballots from Precinct 18, Precinct 20 and Precinct 30
578
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 19
April 12, 2016 General Municipal Election —
+ Unused ballots (Box 1- #3944-4129 Spanish)
Unused ballots (Box 2 - #4130-4391)
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 20
April 12, 2016 General Municipal Election —
• Unused ballots (Box 3 - #4392-4653)
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 21
April 12, 2016 General Municipal Election —
• Unused ballots (Box 4 - #4654-4920)
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 22
April 12, 2016 General Municipal Election —
+ Unused ballots (box 5A - #4921-5149)
579
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 23
April 12, 2016 General Municipal Election —
e Unused ballots (Box 5B - #5150-5194)
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 24
April 12, 2016 General Municipal Election —
9 Unused Ballots (Box 6 - #5195-5459)
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 25
April 12, 2016 General Municipal Election —
• Unused ballots (Box 7 - #5501-5550)
580
Contract #
3621
3603(A -C)
3581
3580
3564
3559
3538
3537
3535
3533
3531
3530
3529
3528
3526
3525
3524
3523
3496
3478
3466
3456
3419
3408
3402
3401
3394
3393
3392
3391
3389
3388
3390
3382
3381
3379
3335
3332
3279
3272
DOCUMENTS FOR DESTRUCTION
6/2017
BOX 26
Completion
11/3/2006
12/22/2006
6/20/2006
8/15/2006
6/20/2006
6/7/2006
1 /1 /2006
12/14/2006
12/21/2006
11/14/2006
11/14/2006
11/14/2006
11/14/2006
11/14/2006
11/14/2006
11/14/2006
11/14/2006
11/14/2006
1/26/2006
3/16/2006
2/8/2006
3/1/2006
1/26/2006
3/13/2006
2/28/2006
9/28/2006
9/28/2006
9/28/2006
9/28/2006
9/28/2006
9/28/2006
9/28/2006
9/28/2006
9/28/2006
10/12/2006
6/9/2006
1/24/2006
6/12/2006
12/14/2005
2/9/2006
Name
Trueline
SB Children's Health
Trueline
Belaire-West Landscape
Don La Force Associates
All American Asphalt
Martin & Chapman
Powertronics
Cassidy & Associates
Tracy Gibson
Kimberly Shultz
Jamie Sanchez
Kristie Rutlege
Aleta Pottenger
Diane Graner-Gallas
Victoria Elia
Wanda Borgerding
Michael Beahm
MuniFinancial
Prosum
Y&M Construction
Willdan Associates
Range Maintenance Svs.
RJM Design
Michael Beahm
Kristie Rutledge
Kimberly Shultz
Jamie Sanchez
Diane Graner-Gallas
Wanda Borgerding
Robin Ford
Victoria Elia
Aleta Pottenger
MWW Group
Cassidy & Assoc.
Westchester Medical
Pyro-Spectaculars
John Hunter Assoc.
Garland Associates
Westchester Medical
Service(s)
PW 06-10
CDBG
Refurbish courts
renovate driving range
PW 05-13 ADA Doors
PW 05-12 Rehab Continental
Election 4/11/2006
RP Powerlink lighting
Consultant
Individual Contract Agr.
Individual Contract Agr.
Individual Contract Agr.
Individual Contract Agr.
Individual Contract Agr.
Individual Contract Agr.
Individual Contract Agr.
Individual Contract Agr.
Individual Contract Agr.
Traffic Congestion Fee
IS Consulting
PW 04-11 curb & ramps
Interim Sr. Planner
Maintenance
Aquatics Consultant
Assist Cultural Arts Program
Cultural Arts Program
Youth Swim Coach
Tennis Coach
Masters Swim Coach
Tot Music instructor
Parent & Me classes
Yoga instructor
Assist Instructors
LAX
LAFB & BRAC & LAX
FY 04/05 physical
July 4th celebration
Storm Water consultant
Consultant
2003/2004 physical exams
581
Contract #
3257
3174
3088
3080
2993
2880
2746
2002
Completion
9/7/2006
2/7/2006
1/9/2007
1/8/2007
9/7/2006
4/26/2006
1/14/2006
1/14/2006
Name
Chris Joseph & Assoc.
City of Redondo Beach
Mr. Uniform
Warehouse Uniform
Chris Joseph
Chris Joseph & Assoc.
SCRMA
So Cal Risk Mgmt
Service(s)
EIR Northwest Honeywell
SBYP Youth Project
Fire Dept Uniforms
Police Uniforms
Consultant
Professional Service Agr.
HR Workers Comp
Workers Compensation
582
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 1
RSI 07-01
4/10/07
Residential Sound Insulation RSI Group 19
RSI 07-02
5/1/07
Residential Sound Insulation RSI Group 20
RSI 07-03
5/22/07
Residential Sound Insulation RSI Group 21
RFP 07-04
6/21/07
3.1 M Gal Circular Reservoir Seismic Eval
RSI 07-05
6/12/07
Residential Sound Insulation RSI Group 22
RFP 00-20
10/20/00
Management Services Park Vista
2005-2007
Rec Park Individual Instructor Contracts
583
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 2
RFQ 07-06 9/11/07 Design & Testing Services RSI Program
RFQ 07-07 9/11/07 Compliance Monitoring Services RSI Program
RFP 07-08 9/25/07 4" Trailer Mounted Pump
RSI 07-10 1/8/08 Residential Sound Insulation RSI Group 23
584
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 3
PW 07-01
3/6/07
Playground Equip at Rec Park and Candy Cane Park
PW 07-02
5/22/07
2006/2007 Curb, Gutter and Sidewalk Improvements
PW -7-03
4/24/07
Library Children's Area Water Damage Restoration
PW 07-04
6/5/07
Virginia Street Reconstruction
PW 07-05
7/24/07
Install Water Mixers Water Reservoir
PW 07-07
7/3/07
Baseball Field Scoreboard and Softball Field Lighting NO
BIDS RECEIVED
PW 07-08
7/10/07
Rehab Rosecrans Avenue Douglas to Sepulveda
PW 07-09
8/21/08
Slurry Seal Nash and Douglas
585
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 4
PW 07-10 9/18/07 2006 Replacement Water Lines
PW 07-11 8/14/07 2006-2007 Slurry Seal
PW 07-12 1/22/08 Painting of Public Facilities
586
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 5
City Council Agenda Packets (scanned into document imaging system)
09/04/08
09/18/08
10/02/08
10/16/08
11/07/08
07/l/7/08
12/04/08
12/18/08
11/20/08
08/21/08
06/19/08
05/01/08
08/20/08
08/08/08
08/07/08
07/03/08
06/05/08
05/15/08
04/17/08
04/03/08
03/20/08
03/06/08
02/20/08
01/02/08
02/06/08
01/22/08
01/16/08
587
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 6
Unsuccessful Bids:
RSI 09-01
RSI 09-02
RSI 09-03
588
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 7
Unsuccessful Bids:
RSI 09-04
RSI 09-05
RSI 09-06
RSI 09-07
RSI 09-08
589
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 8
Unsuccessful Bids:
RSI 09-09
RSI 09-10
RSI 09-11
RSI 09-12
RFP 09-12 Aquatics Site CEQA
RFP 09-13 HVAC Maintenance
590
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 9
RSI 09-14
RFP 09-15 Design Beach Lifeguard Station
RFP 09-17 Towing Service
RSI 09-19
591
Contract #
2721
2875
2917
2983
3076
3317
3348
3400
3414
3436
3445
3527
3534
3536
3548
3552
3569
3573
3586
3601
3620
3631
3644
3652
3654
3655
3660
3661
3662
3664
3665
3671
3680
3686
3687
3689
3691
3697
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 10
Completion Name Service(s)
02/26/07
02/26/07
09/26/07
09/29/07
01/15/07
03/22/07
10/31/07
10/31/07
01/15/07
01/15/07
06/27/07
11/14/07
01/18/07
05/07/07
07/26/07
05/07/07
02/20/07
02/09/07
05/07/07
02/27/07
01/03/07
5/5/07
3/20/07
4/24/07
10/29/07
10/29/07
10/16/07
10/16/07
10/06/07
10/16/07
10/16/07
04/03/07
12/11/07
11/19/08
03/26/07
12/13/07
09/18/08
06/11/08
Rom Takeichi Assoc.
CHMS Management
City of Redondo Beach
Cal -Air Inc.
Spectra Contract Floor
Gall, Tina
Always Right Home Care
St. Vincent Nutrition
Spectra Contract Floor
Spectra Contract Floor
Science Adventure
Lane. Amy
LA Ice Ventures
MWW Group
Jazzy Gym
MWW Group
Bartel Assoc. LLC
W. Solutions, Inc.
MWW Group
Fireworks America
CA Fence & Supply
So Calif Geotechnical
Industrial Maint Services
Martin & Chapman
MWW Group
Cassidy & Associates
Borgerding, Wanda
Elia, Victoria
Graner-Gallas, Diane
Lane, Amy
Pottenger, Aleta
Elite Bob Cat Services
OHNO Const. Co.
Keyser Marston Assoc.
MG Enterprizes
LA Ice Ventures
Tron Construction
Bartel Associates
ESSHC BD.
Park Vista
So. Bay Youth Proj.
HVAC SERVICES
City Hall Floor
CDBG Consultant
Sr. In Home Care
Meals -on -Wheels
City Library Floor
Clubhouse Floor
Library Park Inst.
Adult Tennis Inst.
Skating & Hockey Inst.
LAWA Lobby DC
Rec Park Instructor
LAWA Litigation
Future medical costs
PD Fitness Program
LAWA extension
4th Rec Park
Reservoir Enclosure
Geotechnical Investigation
Auto. Engine Control Panel
Admin. Prop 218 Ballot
LAWA settlement
Douglas St. Gap Close.
Youth Musical Tots Inst.
Yoga Inst.
Masters Swim Team
Youth/Adult Tennis Inst.
Youth Dance, Etc. Inst.
Street Improvements
Athletic Field Const.
Phase II Plaza ES
Blue Stone crosswalk
Skating & Hockey
RSI Group 6-16
Consultants
592
3713
3718
3731
3732
3737
3743
3786
3877
3944
06/05/08
11/11/07
12/19/07
12/19/07
10/17/07
11/21/07
02/18/08
Canceled
12/31/07
So. CA Geotechnical
C.S. Legacy Construction
All American Asphalt
CC Lane & Sons
DenBoer Engr. Const.
All American Asphalt
Bernards Bros. Inc.
So Bay Audio Video
Thomas Properties Grp.
Consultant to City
Handicap Ramps
Rehab Rosecran To Douglas
Cabinets Camp Eucalyptus
Water Mixer Lomita St.
Slurry Seal 06/07 streets
Const. Management
PD
See Contract 2944S
593
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 11
Prop 218 —Water/ Sewer Protest Ballots 2015-01-20
Water
Water Ballots without envelops — 123
Water Exceptions —95
Water Duplicate Ballots —9
Sewer
Sewer Ballots without Envelops —166
Sewer Exceptions — 81
Sewer Duplicate Ballots — 8
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 12
CANCELED —Prop 218 —Water/ Sewer Protest Ballots 2015-01-20
Returned Protest Ballots
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 13
CANCELED —Prop 218 —Water/ Sewer Protest Ballots 2015-01-20
Protest Ballots Received after 2014-11-18 Council Meeting
594
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 14
Prop 218 —Water/ Sewer Protest Ballots 2015-01-20
WATER BALLOTS
2014-12-09 Thru 2015-01-20
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 15
Prop 218 —Water/ Sewer Protest Ballots 2015-01-20
SEWER BALLOTS
2014-12-09 thru 2015-01-20
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 16
CANCELED —Prop 218 Water/ Sewer Protest Ballots 2015-01-20
Water Ballots
2014-10-27 thru 2014-11-17
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 17
CANCELED —Prop 218 Water/ Sewer Protest Ballots 2015-01-20
Sewer Ballots
2014-10-27 thru 2014-11-17
595
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 18
Prop 218 Water/ Sewer Protest Ballots 2015-01-20
Returned Protest Ballots
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 19
April 12, 2016 General Municipal Election —
Voter Information
DOCUMENTS FOR DESTRUCTION
6/2018
BOX 20
Closed/Completed 2013 — 2015 Public Records Requests
CITY OF EL SEGUNDO
RECORDS DESTRUCTION FORM
The records listed below are scheduled to be destroyed:
2009 City Council Agenda 1/1/18 `
— Duplicate Records/Not f
Ori ig nals•
2002 Employee 1/1/02
Recognition Banquet
Committee Meeting
Correspondences
Finance Correspondences 1/1/97
regarding Business
License, Tax Study Memo,
Insurance Documents,
GASB Accounting
Practices, Water Billing,
Capital Improvement
Budget, Purchasing
Category Matrix, Payroll
Process
LA Air Force Base 1/1/00
Correspondences
Copies of Travel
Reimbursements
City Manager
Correspondences re:
SBCCOG Monthly
Meeting Availability
Request; Pool Car;
Workshops
City Treasurer
Correspondence re:
Portfolio and Summa
LAX Oversight
Subcommittee Documents
& Correspondences re:
Regional Airport Plan
Resolution Copies;JPA;
12/31/18 1 1 13 1 City Clerk
12/31/02 1 3 City-wide
12/31/04 1
12/31/05 1 3
3
3
1/1/00 1 12/31/03 12 14/7
1/1/00 1 12/31/00 14 1 3
1/1/00 1 12/31/00 1 4 1 3
1/1/00 1 12/31/04 5 3
Finance
City
Council/
Manager
City
Council/
Manager
City
Manager
City
Treasurer
City
Manager
C:\Users\mshillingWppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\HLKHFC41\2 CM Office
Records Destruction Form 2018.doc
597
Plan Presentation;
ASNAC Agendas
Copies of Committees,
Commissions, & Boards
Applications, Interviews, &
Recognition, Ads, Video,
Procedures; City Council
External Committees
Communication Center
Documents re: Agenda,
Budget, Correspondences
Correspondences re:
Economic Development;
Edison, Electronic
Communication Policy,
Elections, Electricity,
Aquatics Program, ES
Blvd., Employers, Herald,
ESMC, Housing
Association, Sales Tax,
ESUSD, News, EOC Plan
& Radio Station, Area G,
Emergency Preparedness,
Woman's Club, EI Toro.
Copies of LA Board of
Supervisors &
Equalization
.....-....
Correspondences re:
Boeing Satellite Systems
Copies of Budget
Documents
Business License Tax
Procedures &
Correspondences
Correspondences re:
Community Economic and
Development Services
(CEDS) & Block Grant
(CDBG)
Copies of Events
Documents re: Candy
Cane Lane, Baseball
Games, Good Friday,
Employee Banquet;
Christmas Dinner,
Hometown Fair
1/1/98 . 12/31/04 4 3 City
Council /
Manager
1/1/00 12/31 /00 4 3 Police
-I -
1/1/05 12/31 /06 4 3 City-wide
6
6
1999 X2006 6
1999 2001 6
6
6
C:\Users\mshillingWppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\HLKHFC41\2 CM Office
Records Destruction Form 2018.doc
598
Copies of Community 2002
2009
7
Cable History, Promax
Systes; Committee
A endas
Correspondences re:
7
CalCard Program
Correspondences re: CA
7
Public Utilities
Commission
Correspondences re:
7
Census
Correspondences re: CA
7
Space Tech Alliance
Grant App lication
Correspondences re:
7
Capital Improvement
Program
CAMP Eucalyptus
7
Correspondences
Candle Software
7
Correspondences
Car Wash
7
Correspondences
Cellular Sites
7
Correspondences
Copies of Chamber of
7
Commerce Government
Affairs Agenda &
Correspondences &
Steering Committee
Agreement
Downtown EI Segundo
7
Revitalization / Specific
Plan/ Ad Hoc Committee
Correspondences
Chevron
8
Correspondences
Circulation Element Plan
2002
2004
8
& Task Force
Correspondences
City Attorney
2005
8
Active + 1
Correspondences with
Bridges & Bridges,
Carpenter, Rothans, &
Dumont, Jenkins &
Ho ins, Jones Meter.
C:\Users\mshilling\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\HLKHFC41\2 CM Office
Records Destruction Form 2018.doc
599
Copy of the Budget Book
2002
2005
8
Copies of Shute & Mihaly
1998
2006
8
Invoices
Copy of Facilities
9
Inventory
Federal Express
9
Correspondences
FAA Meeting at The
9
Lakes, Task Force, &
Correspondences
Fire Dept Automatic Aid &
9
SEMS, Inspections,
Disaster Council
Meetings, Surveys, &
Correspondences
Copy of General Plan
9
Zoning Code
GIS System
9
Correspondence
Copies of Golf Course
2001
2006
9
Correspondence,
Proposals, Financial
Statements, Management
Contract
APPROVED FOR DESTRUCTION:
Department Head
APPROVED FOR DESTRUCTION:
ity Attorney
Date
Date
I TRACY WEAVER, CITY CLERK, HEREBY CERTIFY that the
items listed above are approved for destruction on
in accordance with City policies and
procedures:
C:\Users\mshilling\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\HLKHFC41\2 CM Office
Records Destruction Form 2018.doc
Tracy Weaver, City Clerk
Date
*NOTE: The Records Description must be from the Secretary of State Local
Government Records Management Guidelines February 2006. It must include the
Index (document type), Category and page number (Refer to pages C5 -C15)
C:\Users\mshillingWppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\HLKHFC41\2 CM Office
Records Destruction Form 2018.doc
601
CITY OF EL SEGUNDO
RECORDS DESTRUCTION FORM
The records listed below are scheduled to be
Records Description
Start
Date
End
Date
Box #
Retention
Period
T + 5
Rec & Parks
Pg. C-22
2008
2010
279775509
Contracts & Agreements
In Storage
Pg. C-22
2009
2010
279775510
T+5
Rec & Parks
Contracts & Agreements
In Storage
2011
CU + 2
Rec & Parks
Pg. C-42
2011
279775520
Schedules, Class & Events
In Storage
_
2010
Pg. C-42
2010
279775518
CU + 2
Rec & Parks
Class & Events
lSchedules,
In Storage
2012
2012
CU + 2
Rec & Parks
Pg. C-42
279775516
Schedules, Class & Events
In Storage
279775517
Pg. C-42
2011
2011
CU +2
Rec & Parks
Schedules, Class & Events
In Storage
CU + 2
Rec & Parks
Pg. C-42
2012
2012
279775515
Schedules, Class & Events
In Storage
Pg. C-42
2010
2011
279775519
CU + 2
_
Rec& Parks
Schedule, Class & Events
In Storage
Pg. C-29
2009
2010
279775504
AU + 4
Rec & Parks
Deposits, Receipts
Deposit Summary Reports
In Storage
APPROVED FOR DESTRUCTION:
Depart ent He
APPROVED FOR DESTRUCTION:
U� V I .
ity Attor
6/Z-7 It
Date
/1 a hs
Date
C:\Users\jday\Desktop\Records Retention\1. Records Destruction Form (Updated 2018).doc
.li
I TRACY WEAVER, CITY CLERK, HEREBY CERTIFY that the
items listed above
procedures:
Tracy Weaver, City Clerk
are approved for destruction on
in accordance with City policies and
Date
*NOTE:: The Records Description must be from the Secretary of State Local
Government Records Management Guidelines February 2006. It must include the
Index (document type), Category and page number (Refer to pages C5 -C15)
C:\Users\jday\Desktop\Records Retention\1. Records Destruction Form (Updated 2018).doc
603
CITY OF EL SEGUNDO
RECORDS DESTRUCTION FORM
The records listed below are scheduled to be destroyed:
RecordsDescription Start
Date
End
Date
Box #
Retention
Period
Dept
Timesheets 2006
2011
229775514
Duplicates
Rec & Parks
In Storage _
2015
1
CL + 2
Rec & Parks
Pg. C-40 2013
Parades & Special Events
On Site
_
9/30/2012
2
AU + 4
Pg. C-29 7/19/2012
Rec & Parks
Deposits, Receipts
Deposit Summary Reports
On Site
CU + 2
Rec & Parks
Pg. C-22 1975
2014
3
Agendas
Recreation & Parks
On Site
Pg. C-40
2009
2014
4
CL + 2
Rec & Parks
Parades & Special Events
On Site
Pg. C-22
2006
2011
5
Duplicates
Rec & Parks
Contracts & Agreements
Excl. Capital Improvement
Vendors A -Z
APPROVED FOR DESTRUCTION:
Z�04)d�
❑ partmen Head
APPROVED FOR DESTRUCTION:
Vit, P 1!!�� 17-
0Attorney
E/7,7 I S
Date
/10/ Is
Date
I TRACY WEAVER, CITY CLERK, HEREBY CERTIFY that the
items listed above are approved for destruction on
C:\Users\jday\Desktop\Records Retention\2. Records Destruction Form (Updated 2018).doc
604
procedures:
Tracy Weaver, City Clerk
in accordance with City policies and
Date
*NOTE:: The Records Description must be from the Secretary of State Local
Government Records Management Guidelines February 2006. It must include the
Index (document type), Category and page number (Refer to pages C5 -C15)
C:\Users\jday\Desktop\Records Retention\2. Records Destruction Form (Updated 2018).doc
605
CITY OF EL SEGUNDO
RECORDS MANAGEMENT
RECORDS DESTRUCTION FORM PG 1 of 4
The records listed below are scheduled to be destroyed:
ReCOMS
Start Date
End Date
Box 9
Retention
-Description
City Council
1/20/2009
12/15/2009
1
N/A -copy not required
Library
Meeting Minutes
to be retained
City Council
1/5/2010
12/21/2010
2
N/A -copy not required
Library
Meeting Minute_ s
to be retained
City Council
1/4/2011
12/20/2011
3
N/A -copy not required
Library
Meeting Minutes
to be retained
City Council
1/10/2012
12/18/2011
4 J
N/A -copy not required
Library
Meeting Minutes
to be retained
City Council
1/15/2013
7/2014
5
N/A -copy not required
Library
Meeting Minutes
to be retained
City Council
8/2014
10/2015
6
NIA -copy not required
Library
Meeting Minutes
to be retained
City Council
11/2015
12/2016
7
N/A -copy not required
Library
Meeting Minutes
to be retained
`Please see attached
3 sheets for additional
box listings.
APPROVED FOR DESTRUCTION:
Department Head
APPROVED FOR DESTRUCTION:
D11 13 1z I Tai��m
City Attorney
61,5
Date
i/job's
Date
I HEREBY CERTIFY that the items listed above were approved for destruction on
in accordance with City policies and procedures:
Tracy Weaver, City Clerk
Date
m
J
CITY OF EL SEGUNDO
RECORDS MANAGEMENT
RECORDS DESTRUCTION FORM WG 2 of 4
The records listed below are scheduled to be destroyed:
Records DOCIIIIA101)
�St ail. Date
E -al"
13o.x
Ref6ition Period.
Ala 380Final Report (pilot
1978
1978
8
N/A -public viewing copy
Library
water conservation program)
not required to be retained
— 2 cies
Not listed
Not listed
Proposed WWRP
8
N/A -public viewing copy
Library
(Wastewater Revenue
not required to be retained
Program) Report
Maintenance Report of
2/10/1993
2/10/93
8
N/A -public viewing copy
Library
Cit g-O-vvned Bldgs
not required to be retained
Library
Elconornie Base Study
5/1983
5/1983
8
N/A -public viewing copy
Final Report 2 copies
not required to be retained
Executive Summary,
6/16/1992
n/a
8
N/A -public viewing copy
Library
Business climate survey
not required to be retained
Capital Improvement
1991
1996
8
N/A -public viewing copy
Library
Program Preliminary
not required to be retained
Capital Improvement
1983
1995
8
N/A -public viewing copy
Library
Pro rain (4 docs)
not required to be retained
Multiple Family
4/1981
n/a
8
N/A -public viewing copy
Library
Residential study
not required to be retained
Comprehensive Annual
2005
2006
8
N/A -additional copy not
Library
Financial Report (duplicate
required to be retained
co
Comprehensive Annual
2002
2004
8
N/A -additional copy not
Library
Financial Report (duplicate
required to be retained
copies
Comprehensive Annual
1989
1991
8
N/A -additional copy not
Library
Financial Report (duplicate
required to be retained
copies)
Comprehensive Annual
1984
1985
8
N/A -additional copy not
Library
Financial Report (duplicate
required to be retained
copy)
_
Preliminary operating
1996
1998 f
8
N/A -public viewing copy
Library
bud gets
not required to be retained
Preliminary operating
1999
2000
8
N/A -public viewing copy
Library
budget
not required to be retained
607
CITY OF EL SEGUNDO
RECORDS MANAGEMENT
RECORDS DESTRUCTION FORM (PG 3 of 4
The records listed below are scheduled to be destroyed:
.1:
Preliminary
2013
2014
9
N/A -copy not requiredLibrary
operating budget
to be retained
Preliminary
2001
2010
9
N/A -copy not required
Library
operating bud Sets
to be retained
Park & Ree
2000
2008
10
N/A -copy not required
Library
meetino minutes
to be retained
Senior Mousing
2007
2015
10
N/A -copy not required
Library
board agendas &
to be retained
meeting minutes
Subdivision &
1993
1997
10
N/A -copy not required
Library
zoning code
to be retained
Planning
112007
12/2007
10
N/A -copy not required
Library
commission
to to be retained
agendas
Community
2/4/1998
2/4/1998
10
N/A -copy not required
Library
Cable Advisory
to be retained
Committee draft
minutes
Community
3/10/04
3/10/04
10
N/A -copy not required
Library
Cable Advisory
to be retained
Committee
agenda
Capital
5/2004
5/2006
10
N/A -copy not required
Library
Improvement
to be retained
Program
Advisory
Committee
Agendas
Water and
3/2004
5/2004
10
N/A -copy not required
Library
wastewater rate
to be retained
study task force
agenda
.1:
CITY OF EL SEGUNDO
RECORDS MANAGEMENT
RECORDS DESTRUCTION FORM PG 4 of 4
The records listed below are scheduled to be destroyed:
Preliminary
FY 1996
FY 2001
10
N/A -copy not required
Library
capital
to be retained
improvement
program
Draft EIR general
1991
2010 T
10
NIA -copy not required
Library
plan
to be retained
Planning
2008
2011
11
N/A -copy not required
Library
Commission
to be retained
Agendas &
meeting minutes
CITY OF EL SEGUNDO
RECORDS MANAGEMENT
RECORDS DESTRUCTION FORM (PG 1 of 4)
The records listed below are scheduled to be destroyed:
llveof-ds
Start Mite
E-nd Mte
Box Retention Period
Mpt
Budget book
Du licate co
2002
2003
1
Copy only - not
required to retain
Library
J
Budget book
Du licate copy
2011
2012 _
1
Copy only- not
required to retain
Library
Library '
Budget book
Duplicate coy
2012
2013
1
Copy only - not
required to retain
Budget Book
Duplicate copy
2013
2014
1
Copy only - not
required to retain
Library
Budget Book
Du 1p icate copy
2014
2015
1
Copy only -not
required to retain
Library
Library
Timesheets
2007
2014
2
AU + 6
Library
Cable Timesheets
2004
2005
3
AU + 6
Library
*Please see attached sheets for additional box listings.
APPROVED FOR DESTRUCTION:
_ . IA L
Department Head
APPROVED FOR DESTRUCTION:
0 k -=. d
City Attorney
2l lie,
Date
110/1-S
Date
I HEREBY CERTIFY that the items listed above were approved for destruction on
_ __ in accordance with City policies and procedures:
Tracy Weaver, City Clerk
Date
610
CITY OF EL SEGUNDO
RECORDS MANAGEMENT
RECORDS DESTRUCTION FORM PG 2 of 4
The records listed below are scheduled to be destroyed:
Expenditure Detail & Status
Report
1999 2014
3
Copy only -not required to
retain. *Original in Eden
Library
Credit Card Transaction Log
2007
2015
4
AU + 2
Library
Employee Leave Form
2007
2015
4
CU + 2
Library
Baker & Taylor Invoices
2009
2015
5
AU + 2
Library
INVOICES:
Library
OCLC
2008
2013
6
AU + 2
Library
Friends of the Library
Book Sales
2010
2013
6
Library
The Library Store
2003
2011
6
Library
Recorded Books
2011
2013
6
Library
EBSCO
2012
2015
6
Library
Random House
2013
2014
6
Library
Jinn's Exotic Fish
2002
2015
6
Library
Dun & Bradstreet
2000
2012
6 1
Library
Midwest Tape
2007
2009
6
Library
Standard & Poorts
2001
2011
6
Library
Proquest
2001
2006
6
Library
Fidelity Credit Service
2012
2015
6
Library
Follett
2006
2008
6
Library
Haines & Co.
2000
2010
6
-
Library
Fenton
2002
2009
6
Library
Nolo Press
2002
2015
6
Library
MCLS (+ mise
correspondence)
2001
_
12017
6
Library
The H.W. Wilson
2001
2010
6
Library
611
CITY OF EL SEGUNDO
RECORDS MANAGEMENT
RECORDS DESTRUCTION FORME _(PG 3 of 4)
The records listed below are scheduled to be destroyed:
Descriplion
e
Info USA
2001 2008
6
AU T 2
Library
Newsbank
2001
2010
6
Library
M. Cavendish
2005
2011
6
Library
Office Depot
2010
2015
6
Library
World Bank
2001
2014
6
Library
Bell Bldg. Maint
2004
12012
2012
7
Library
AT&T
2011
i
7
Library
Liberty City
2012
2015
7
Library
Audio Editions
2008
2015
7
Library
Bowker
2002
2012
7
Library
Material
Allocation (IFR)
2010
2015
7
CU + 2
Library
J
R. House
2012
2015
8
Library
Rainbow Book
2004
2012
8
Library
Quality Books
2013
12014
8
Library
West Group
2001
2013
8
Library
Vital Signs
2012
2015
8
Library
Upstart
2011
2013
8
Library
Scholastic
2004
2009
8
Library
Penworthy
2004
2013
8
Library
T
Meeting Room
Application
2012
L-
2015
8
CL Library
612
CITY OF EL SEGUNDO
RECORDS MANAGEMENT
RECORDS DESTRUCTION FORM JPG 4 of
The records listed below are scheduled to be destroyed:
613
Description
Donation
2006
20 i
9&10
CU + 2
Library
Receipts
Final Notice for
1993
2001
10
Library
Overdue Items
Deposit receipts
2004
2014
10
Library
Recruitment
2006
2014
11
CL + 3
Library
(employment
interview docs)
Restraining Order
1999
1999
11
Expiration of Order
Library
Iron Mountain
Please see
Boxes
attached list
613
z
LD
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614
CITE' OF EL SEGUNDO
RECORDS MANAGEMENT
RECORDS_ DESTRUCTION FORM SPG_]• of 4)
The records listed below are scheduled to be destroyed:
Records
i.
Date
ox # .
Retention Period
Dept
Description.
City Council
1/20/2009
12/15/2009
1
N/A -copy not required
Library
Meeting Minutes
to be retained
City Council
1/5/2010
12/21/2010
2
N/A -copy not required
Library
Meetin Minutes
to be retained
City Council
1/4/2011
12/20/2011
3 _
N/A -copy not required
Library
Meeting Minutes
to be retained
City Council
1/10/2012
12/18/2011
4
N/A -copy not required
Library
Meetin Minutes
to be retained
City Council
1/15/2013
7/2014
5
N/A -copy not required
Library
Meeting Minutes
to be retained
City Council
8/2014
10/2015
6
N/A -copy not required
Library
Meeting Minutes
to be retained
City Council
11/2015
12/2016
7
N/A -copy not required
Library
Meeting Minutes
I
to be retained
'`Please see attached 3 sheets for additional
box listings,
APPROVED FOR DESTRUCTION:
Department Head
APPROVED FOR DESTRUCTION:
V
City Attorney
(�s z,--, Is
Date
!) h � ri
Date
I HER.E13Y CERTIFY that the items listed above were approved for destruction on
in accordance with City policies and procedures:
Tracy Weaver, City Clerk
Date
615
CITY OF EL SEGUNDO
RECORDS MANAGEMENT
ECORDS DESTRUCTION FORM f1'G 2 of 4
The records listed below are scheduled to be destroyed:
616
Date
En
Box
Retention.PeriodDept
AB 38ornal Report (pilot
1978
1978
8
N/A -public viewing copy
Library
water conservation program)
not required to be retained
— 2 copies
Proposed WWRP
Not listed
_
Not listed
8
N/A -public viewing copy
Library
(Wastewater Revenue
not required to be retained
Pro ram) Re ort
Maintenance Report of
2/10/1993
2/10/93
8
N/A -public viewing copy
Library
Cit -Owned Bldgs
not required to be retained
1:3conomic Base Study
5/1983
5/1983
8
NIA -public viewing copy
Library
Final Report 2 copies
6/16/1992
not required to be retained
Executive Summary,
n/a
8
N/A -public viewing copy
Library
Business climate survey
not required to be retained
Capital Improvement
1991
1996
8
N/A -public viewing copy
Library
Pro cram Preliminary
not required to be retained
Capital Improvement
1983
1995
8
N/A -public viewing copy
Library
Pro ram 4 docs
not required to be retained
Multiple Family
4/1981
n/a
8
N/A -public viewing copy
Library
Residential stud ,
not required to be retained
Comprehensive Annual
2005
2006
8
N/A -additional copy not
Library
Financial Report (duplicate
required to be retained
copy)
Comprehensive Annual
2002
2004
8
N/A -additional copy not
Library
Financial Report: (duplicate
required to be retained
—copies
Comprehensive Annual
1989
1991
81
N/A -additional copy not
Library
Financial Report (duplicate
required to be retained
co res)
Comprehensive Annual
1984
1985
Library
8
N/A -additional copy not
Financial Report (duplicate
required to be retained
copy)
Preliminary operating
1996
1998
8
_
N/A -public viewing copy
Library
budgets
not required to be retained
Preliminary operating
1999
2000
8
N/A -public viewing copy
Library
budget
not required to be retained
616
CITY OF EL SEGUNDO
RECORDS MANAGEMENT
RECORDS DESTRUCTION FORM (PG 3 of 4)
The records listed below are scheduled to be destroyed:
..Records Start Date
End Date.
Relentia'- 6d
r10
Dept
Description
Preliminary
2013
2014
9
NIA -copy not required
Library
operating bud et
to be retained
Preliminary
2001
2010
9
N/A -copy not required
Library
operating bud getsto
be retained
Park & Rec
2000
2008
10 M
N/A -copy not required
Library
meeting minutes
to be retained
Senior Mousing
2007
2015
10
NIA -copy not required
Library
board agendas &
to be retained
meeting minutes
Subdivision &
1993
1997
10
N/A -copy not required
Library
zoning code
to be retained
Planning
1/2007
12/2007
10
N/A -copy not required
Library
commission
to be retained
agendas
Community
2/4/1998
2/4/1998
10
N/A -copy not required
Library
Cable Advisory
to be retained
Committee draft
minutes
Community
3/10/04
3/10/04
10
N/A -copy not required
Library
Cable Advisory
to be retained
Committee
agenda
Capital
5/2004
5/2006
10
N/A -copy not required
Library
Improvement
to be retained
Program
Advisory
Committee
Agendas
10
Water and
3/2004
5/2004
NIA -copy not required
Library
wastewater rate
to be retained
study task force
agenda
617
CITY OF EL SEGUNDO
RECORDS MANAGEMENT
RECORDS DESTRUCTION FORM PG 4 of 4
The records listed below are scheduled to be destroyed:
Preliminary FY 1996 FY 2001 10 N/A -copy not required Library
capital to be retained
improvement
Draft EIR general 1991 2010 10 N/A -copy not required Library
plan to be retained
Planning -� 2008 2011 11 N/A -copy not required Library
Commission to be retained
Agendas &
meeting minutes
618
CITY OF EL SEGUNDO
RECORDS DESTRUCTION FORM
The records listed below are scheduled to be destroyed:
RecordsD-
Start
Date
End
Date
:.-.
Period
Incident
01/06
06/06
09-2016
CL+3
Fire
Incident Reports
01/06
06/06
09-2016
CL+7
Fire
Incident
01/06
06/06
10-2016
CL+3
Fire
Incident Reports
01/06
06/06
10-2016
CL+7
Fire
Incident
07/06
12/06
11-2016
CL+3
Fire
Incident Reports
07/06
12/06
11-2016
CL+7
Fire
Incident
07/06
12/06
12-2016
CL+3
Fire
Incident Reports
07/06
12/06
12-2016
CL+7
Fire
Incident
01/07
06/07
21-2015
CL+3
Fire
Incident
01/07
06/07
21-2015
CL+3
Fire
Incident Reports
01/07
06/07
21-2015
CL+7
Fire
Incident
07/07
12/07
22-2015
CL+3
Fire
Incident
07/07
12/07
22-2015
CL+3
Fire
Incident Reports
07/07
12/07
22-2015
CL+7
Fire
Reports -Activity
01/12
12/12
23-2015
CU+2
Fire
Reports -Activity
01/12
12/15
23-2015
CU+2
Fire
Reports -Activity
01/13
12/15
23-2015
CU+2
Fire
Reports -Staff
02/13
04/14
23-2015
CU+2
Fire
Invoices
01/14
12/14
24-2015
AU -2
Fire
Invoices
01/14
12/14
24-2015
AU+2
Fire
Incident
01/08
06/08
1 26-2017
CL+3
Fire
Incident Reports
01/08
06/08
26-2017
CL+7
Fire
Incident
01/08
12/08
27-2017
CL+3
Fire
Incident
07/08
12/08
27-2017
CL+3
Fire
Incident Reports
07/08
12/08
27-2017
CL+7
Fire
Incident
01/09
12/09
28-2017
CL+3
Fire
Incident
07/09
12/09
28-2017
CL+3
Fire
Incident Reports
01/09
06/09
29-2017
1 CL+7
Fire
Accounts Receivable
(non -records)
07/13
06/17
30-2018
'AU+4
Fire
Reports -Activity
01/11
12/12
31-2018
_
CU+2
Fire
Repo rts-Activit
Repo rts-Activit
01/13
01/14
12/13
12/14
32-2018
33-2018
CU+2
CU+2
Fire
I Fire
NARecords management\Destruction Form\2018-09 Records Destruction Form (Updated 2018) after.docx
619
Cont. Agenda Packet
11/05/13
11/19/13
11/26/13
12/03/13
12/11/13
12/17/13
DOCUMENTS FOR DESTRUCTION
6/2016
BOX 8
DOCUMENTS FOR DESTRUCTION
6/2016
BOX 9
2006 Fire Department Records
Dispatch Summaries -Jan 06 -June 06
Dispatch Printouts - Jan 06—June 06
EMS Reports —Jan 06 —June 06
DOCUMENTS FOR DESTRUCTION
6/2016
BOX 10
2006 Fire Department Records
Dispatch Summaries -Jan 06 -June 06
Dispatch Printouts - Jan 06 —June 06
EMS Reports—Jan 06—June 06
DOCUMENTS FOR DESTRUCTION
6/2016
BOX 11
2006 Fire Department records
Dispatch Summaries —July 06 — Dec 06
Dispatch Printouts- July 06 —Dec 06
EMS Reports —July 06 — Dec 06
DOCUMENTS FOR DESTRUCTION
6/2016
BOX 12
2006 Fire Department Records
Dispatch Summaries —July 06 — Dec 06
Dispatch Printouts- July 06 — Dec 06
EMS Reports —July 06 — Dec 06
620
APPROVED FOR DESTRUCTION:
a
D e p a m nt He d
APPROVED FOR DESTRUCTION:
V4) Fejlo
- Attorne
I TRACY WEAVER, CITY CLERK, HEREBY
items listed above are approved for
in accordance with
procedures:
Tracy Weaver, City Clerk
to
1/10/143
Date
CERTIFY that the
destruction on
City policies and
Date
*NOTE:: The Records Description must be from the Secretary of State Local
Government Records Management Guidelines February 2006. It must include the
Index (document type), Category and page number (Refer to pages C5 -C15)
NARecords management\Destruction Form\2018-09 Records Destruction Form (Updated 2018) after.docx
621
EL SEGUNDO CITY COUNCIL MEETING DATE: September 18, 2018
AGENDA STATEMENT AGENDA HEADING: Consent Agenda
AGENDA DESCRIPTION:
Consideration and possible action to approve a contract extension through September 30,
2019 and authorize a budget appropriation of $5,000 related to an ongoing contract for
professional services with MIG, Inc. for additional traffic analysis as part of the Smoky
Hollow Specific Plan Update Project and, authorize the City Manager to execute an
amendment to the existing agreement with MIG, Inc. (Fiscal impact$5,000).
RECOMMENDED COUNCIL ACTION:
1. Approve a contract extension through September 30, 2019 and authorize a budget
appropriation of $5,000 from the General Plan Maintenance Fund (GPMF) to provide
additional traffic analysis related to the Smoky Hollow Specific Plan Update Project;
2. Authorize the City Manager to execute an amendment to the existing agreement with
MIG, Inc.;
3. Alternatively, discuss and take other action related to this item.
ATTACHED SUPPORTING DOCUMENTS:
1. Expenditure Status Report for "Trust Funds -Project Deposits Nonrefundable" account
2. MIG Additional Scope of Services Request
FISCAL IMPACT: None
Amount Budgeted: $0
Additional Appropriation: $5,000
Account Number(s): Trust Funds -Project Deposits Nonrefundable -708-400-
2404-4206
STRATEGIC PLAN:
Goals: 4(a) Physical infrastructure & 5(a) Economic growth and vitality
Objectives: Optimization of city resources & encourage vibrant business climate
ORIGINATED BY: Gregg McClain, Planning Managere�
REVIEWED BY: Sam Lee, Planning and Building Safety Director ..
Joseph Lillio, Finance Director
APPROVED BY: Greg Carpenter, City Manage
BACKGROUND AND DISCUSSION:
The requested appropriation of $5,000 is in addition to the original contract amount of $396,000
that was appropriated in 2014, first amended in July 2016 to extend the Agreement to September
20, 2018, amended a second time in June 2018, to add $7,115 for the Smoky Hollow Specific
Plan Update Project, and most recently, amended in August 2018 to add $8,500 to complete the
preparation and recirculation of the Project's revised draft Environmental Impact Report (EIR),
for a total, revised contract amount of $411,615.
13
622
However, this new, requested budget appropriation of $5,000 will cover unanticipated costs
related to additional traffic analysis in the amount of $3,815 required to highlight safety and
visibility improvements within the Smoky Hollow Specific Plan project area, plus a 5%
management fee for MIG to cover contracting amendment efforts and oversight, for a total of
$4,005.75. The remaining $994.25 is a contingency amount to cover MIG's services should
further delays occur on the adoption of the Smoky Hollow Specific Plan Update. The term of the
existing MIG, Inc., contract ending September 20, 2018, will also be amended to extend through
September 30, 2019. The new contract amount will be revised to not exceed $416,615.
The project was originally authorized and funded by the General Plan Maintenance Fund
(GPMF), which is a restricted -use revenue fund that is linked to a surcharge on building permits
and is not part of the General Fund. Subsequently, the funds were transferred to an expenditure
account where the funds are reserved. A new purchase order cannot be prepared without this
appropriation.
RECOMMENDATION
Staff recommends the City Council authorize the appropriation of $5,000 related to an ongoing
contract for professional services with MIG, Inc. for additional traffic analysis related to the
Smoky Hollow Specific Plan Update Project.
623
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FOUTH AMENDMENT TO
AGREEMENT NO. 4664 BETWEEN
THE CITY OF EL SEGUNDO AND
MOORE IACOFANO GOLTSMAN, INC.
THIS FOURTH AMENDMENT ("Amendment") is made and entered into this 1 st day of
October 2018, by and between the CITY OF EL SEGUNDO, a general law city and municipal
corporation existing under the laws of California ("City"), and MOORE IACOFANO
GOLTSMAN, INC., a California corporation ("CONSULTANT"). The parties agree as follows:
1. Pursuant to Section 33 of Agreement No. 4664, Section 7 is amended to extend the
term of the Agreement to September 30, 2019.
2. Pursuant to Section 1 of Amendment Number 3 to Agreement No. 4664, Subsection
C is amended to increase the total compensation amount by $5,000 to $416,615.
3. This Amendment may be executed in any number of counterparts, each of which will
be an original, but all of which together constitutes one instrument executed on the
same date.
4. Except as modified by this Amendment, all other terms and conditions of Agreement
No. 4664 remain the same.
[SIGNATURES ON FOLLOWING PAGE]
625
IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and
year first hereinabove written.
CITY OF EL SEGUNDO MOORE IACOFANO GOLTSMAN, INC.
Greg Carpenter,
City Manager
ATTEST:
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
Mark D. Hensley,
City Attorney
2
Daniel Iacofano, CEO
Carolyn Verheyen, COO
Taxpayer ID No. 94-3116998
626
537 S. Raymond Ave.
Pasadena, CA 91105
P (626) 744-9872
www.migcom.com
CALIFORNIA
BERKELEY,
FULLERTON, KENWOOD,
MENLO PARK, PASADENA,
RIVERSIDE,
SACRAMENTO AND SAN DIEGO
COLORADO
DENVER
NEW YORK
PLEASANTVILLE
NORTH CAROLINA
RALEIGH
OREGON
EUGENE AND PORTLAND
TEXAS
SAN ANTONIO
WASHINGTON
SEATTLE
September 7, 2018
City of EI Segundo
Attn: Paul Samaras, Tina Gall, Gregg McClain, and Sam Lee
Re: EI Segundo Parking/Traffic Analysis Additional Services Authorization Request
Dear All,
As Genevieve Sharrow discussed with you on a call on September 5_2018, the
following Scope of Services summarizes additional work and fees that are above
and beyond the original contract. We propose the following additional services to
our original contract, dated October 1, 2014 and amended July 19, 2016, June 5,
2018, and August 22, 2018. The contract will also be extended beyond the
September 30, 2018 current end date. All other terms in the original contract
remain in effect.
Scope
The following describes new services outside of the original scope:
KOA will conduct analysis of one non -signalized partially stop -controlled
intersection on EI Segundo Boulevard. The City will choose the
intersection. KOA will produce two sets of stopping distance/sight
distance engineering drawings for this intersection, which will show the
required red zone and visibility cone on each side of the intersection to
provide proper views based on posted/design speed_ The first set of
drawings will show existing conditions and the second set will show future
proposed conditions (including the parking lane proposed on the north
side of EI Segundo Boulevard), at the same intersection
Fee
The cost for KOA to complete these services is $3,815, plus a 5% management fee for
MIG to cover contracting amendment efforts and oversight. As such, these additional
services will be billed on a Percent Complete basis, with a Not to Exceed Total of
$4,005.75. We will not perform any future work beyond the efforts described in this
additional services letter without written approval from the City.
Schedule
KOA will complete the work identified in the above Scope by September 14, 2018.
PLANNING / DESIGN / COMMUNICATIONS / MANAGEMENT / TECHNOLOGY
627
Sincerely,
Laura Stetson, AICP
Principal
Please sign below to indicate the City's agreement to the terms outlined in this letter as
a revision to the original contract and budget. Please return a copy to MIG for our files.
Sam Lee
Director of Planning and Building Safety
Date
PLANNING / DESIGN / COMMUNICATIONS / MANAGEMENT / TECHNOLOGY
628
EL SEGUNDO CITY COUNCIL MEETING DATE: September 18, 2018
AGENDA ITEM STATEMENT AGENDA HEADING: New Business
AGENDA DESCRIPTION:
Consideration and possible action to identify critical negotiating deal points for a lease agreement
related to future operations and capital improvements at The Lakes at El Segundo Golf Course and
Driving Range and establish a City Council Subcommittee comprised of two Councilmembers to carry
out the discussions with the selected bidders' representatives. (Fiscal Impact: None)
RECOMMENDED COUNCIL ACTION:
1. Discuss and determine critical deal points to consider during negotiations for future
operations and capital improvements at The Lakes Site; and/or,
2. Establish a subcommittee to enter into discussions with selected bidders and appoint two
Councilmembers; and/or,
3. Alternatively, discuss and take other action related to this item.
ATTACHED SUPPORTING DOCUMENTS:
1. Centercal/Topgolf Proposal
2. Drive Shack Proposal
FISCAL IMPACT: None
Amount Budgeted: N/A
Additional Appropriation: N/A
Account Number(s): N/A
STRATEGIC PLAN:
Goal: 4A El Segundo's physical infrastructure supports an appealing, safe and
effective community
Objective: 1 The City optimized its physical resources
PREPARED BY: Meredith Petit, Director of Recreation and Parks
REVIEWED BY: Meredith Petit, Director of Recre tion and Parks
APPROVED BY: Greg Carpenter, City Manager
BACKGROUND & DISCUSSION:
On September 4, 2018, the City Council reviewed the evaluation results as conducted by The Lakes
RFP Task Force related to proposals submitted in response to RFP # 18-02 for Operations, Management
and Improvements at The Lakes at El Segundo Site. The City Council voted to enter into further
discussions with the top two ranked proposals: Centercal/Topgolf and Drive Shack.
In the interest of providing those representing the City with clear direction as they enter discussions, the
City Council should review and discuss the following deal points and either confirm, amend or add as
desired. The list below is a starting point based on preliminary discussions from the previous meeting as
well as drawing on previous agreements related to The Lakes.
i4
629
. Robust youth programs to support the growth of golf and enhanced learning opportunities
• Golf pro instructional opportunities for adults
The construction of a new separate, or renovation of the existing, Clubhouse building for the
purposes of providing functions specific to the nine -hole golf course, including pro shop, starter
desk, small-scale food and beverage operation, restrooms, and gathering spaces.
City's option to renegotiate terms of the agreement at the conclusion of the first term
• Greater incentive or participation rent related to potential growth of the operation over time
Golf course improvements including but not limited to
o Proper arrangement of nine holes in relation to expansion of driving range and parking
areas
o Bunker renovation and addition of bunker behind #8 green
o Tee box renovation where applicable
o Enhanced short game and putting practice areas
o On -course lighting for night golf
o Retention of at least one Par 4 hole
City to approve golf course rates to be comparable to other municipal golf courses in the region
El Segundo Resident discounts
Accommodations for early entry, non -technology driving range hitting bays for golfers prior to
on -course play
• Turn -key operations of driving range and golf course under one lease agreement
Enhanced security during peak operational periods
Construction timeline that may allow some usage of the course during construction on the
driving range; careful approach to minimize loss of service to the public as much as possible
It is recommended that the City Council establish a subcommittee and appoint two members to
represent the City during these upcoming discussions with the top two selected bidders. It is anticipated
that staff, consultant, and subcommittee will return to the City Council within approximately two
months with an update.
630
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TABLE OF CONTENTS
I. Cover Letter
II. Affidavits
III. Proposed Vision and Project Plan
IV. Business and Operating Plan
V. Qualifications and Experience
VI. Staffing Plan and Organization
VII. Franchises/Sub-leases
VIII. Deal Structure and Terms
IX. Capital Improvement Plan
X. Access to Capital
XI. References
XII. Appendices
A. Topgolf Venue Food and Beverage Menu
B. Planning and Zoning Elevations
C. Guest Service Feedback
D. Past Municipal Support Letters
2 1 P a g e
CONFIDENTIALTO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE
...
1 rnear 1 attar
To the City of EI Segundo:
Thank you for the opportunity to submit our Request for Proposal ("RFP") for The Lakes at EI Segundo
site and for your consideration of our interest and vision for the project. This proposal is being
submitted jointly by co -offerors Top Golf USA, Inc., a global sports entertainment company with
headquarters in Dallas, TX ("Topgolf") and CenterCal Properties, LLC ("CenterCal"), a private retail
development company. Together, the companies are committed to providing an elevated experience
at The Lakes at EI Segundo which will be both enjoyable and authentic to the area. As a recognized
leader in the retail real estate industry, and a company itself based in EI Segundo, CenterCal is known
for designing and building unique, meaningful community gathering places which honor customers
as well as redefine the trends for an overall experience.
The combination of our companies brings together experience across all relevant area of expertise
and ensures that a world class driving range and golf experience will be provided at The Lakes at EI
Segundo, and that local sensitivities will be brought to bear on this project to maximize the benefit
to the City and local community. Our combined proposal provides for a redevelopment of the current
golf course by CenterCal, with world renowned golf course architect Fry Straka Global leading the
course programming. The current driving range will be replaced by Topgolf EI Segundo — a 102 bay
entertainment venue complete with leading-edge golf technology, dining areas, food and beverage
offerings, and meeting and conference facilities.
Topgolf is a state-of-the-art entertainment destination that blends a technology-based driving range
with a full-service food and beverage operation. As described in Forbes magazine, Topgolf is "a newer,
millennial -friendly innovation that is taking the industry by storm and aligning with the physical and
social culture some millennial golfers want but cannot get from traditional golf."
Privately owned and operated, the company is backed by an investor group that includes Callaway
Golf Company (NYSE: ELY) as well as other large institutional and private investors. As of April 2018,
Topgolf has 38 operating venues in the US, 3 venues in London, 11 under construction and multiple
more in various stages of development. In addition to the continued domestic development, Topgolf
has recently announced plans to expand its footprint globally, having executed partnerships in
Mexico, Canada and Australia.
Topgolf has identified the Lakes at EI Segundo site as a unique and attractive opportunity to open its
first venue in Southern California. Topgolf's investment plan will provide an improved amenity for
locals while also bolstering the EI Segundo community as a golf and entertainment destination for
visitors. Furthermore, it will serve as an economic benefit to the City given the job creation (475+
operating jobs), private investment ($35MM+), and ongoing residual financial impact ($264.5MM) in
economic output over a 10 -year period)
CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFILIATES- NOT FOR PUBLIC DISCLOSURE
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667
Topgolf will bring 18 years of operating history and experience to the EI Segundo development. Led
by Mr. Chris Callaway (Chief Development Officer), the team also includes a national design -build
general contractor (McCarthy) and a national architect (ARIA Group Architects).
Over the last 18 years, Topgolf has become a leader in the entertainment retail sector and has been
recognized across the country, as reflected in the accolades below:
• 2013 Fastest -Growing Private Companies in America list by Inc. magazine.
• 2014 Retail Project of the Year by D magazine
■ 2014 Ernst & Young Entrepreneur of the Year Award for the Southwest Area North region,
■ 2014 Fastest -Growing Private Companies in America list by Inc. magazine.
■ 2014 Best Place to Play and Drink by AZCentral.com
■ 2015 Fastest -Growing Private Companies in America list by Inc. magazine
■ 2015 #39 Best Place to Work in Chicago by the Chicago Tribune
2015 #2 Best Place to Work in San Antonio by the San Antonio Express -News
■ 2015 Top 100 Best Place to Work in Austin by the Austin Business Journal
• 2015 #20 Best Place to Work in Dallas/Fort Worth by the Dallas Business Journal
• 2015 #1 Innovator in Golf Award for CEO Erik Anderson by Golf Inc. magazine
• 2016 Employee Engagement Best Practice Award by DecisionWise
■ 2016 Changemaker award for Topgolf CEO Ken May by D magazine
• 2017 #23 Best Place to Work in Washington, D.C. by The Washington Post
• 2017 #17 Best Place to Work in Atlanta by The Atlanta Journal -Constitution
• 2017 International Network of Golf Award — Player Development Category
CenterCal Properties was formed in 2004 by Fred Bruning and Jean Paul Wardy with the purpose of
creating a sustainable, long-term platform in which to pursue a broad range of development activities
and projects. The company mission is focused on creating thoughtful projects that will endure as a
lasting benefit to the community. CenterCal not only brings 40+ years of real estate development and
management experience to its projects, but also the thoughtfulness and attentiveness that can only
be offered by a local team who is working in their own EI Segundo back yard.
CenterCal is comprised of over 120 diverse individuals who have come together to build and operate
exciting commercial projects that reflect their collective core values. They are committed to the
principals of fairness in all their relationships, including fair labor practices and diversity in hiring.
41 Page
CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE
..;
They strive to create projects that become meaningful and welcome parts of the communities they
serve, and to being leaders in the industry by creating sustainable retail technology and placemaking
that will withstand the challenges of a changing and evolving marketplace.
CenterCal's demonstrated ability to create community -centric environments will provide guests of all
ages an elevated, inclusive experience and the City of EI Segundo a long-term asset that will honor
locals and visitors from throughout the Los Angeles area alike. Their values and emphasis on gathering
places, community and strengthening the social fabric through connections, coupled with their
exceptional operations and service to the local community provide multifaceted benefits to the area.
In the following pages, we have included responses to the information being requested. Thank you
for your consideration. We welcome an opportunity to discuss our proposal in greater detail; please
let us know if you have any questions.
Sincerely,
Chris Callaway, Chief Development Officer, Topgolf
(Authorized Representative)
8750 N. Central Expressway, Suite 1200
Dallas, TX 75231
Phone: (479) 715-1709
Email: chris.ca_IlawayPtopgolf.com
Jean Paul Wardy, President, CenterCal Properties, LLC.
(Authorized Representative)
1600 E Franklin Ave
EI Segundo, CA 90245
Phone: (310)563-6900
Email: jVardy@n centercal.cgm
Please be aware that certain information in this RFP has been identified as Confidential Information
to Topgolf and our affiliates. If the City receives a public records request regarding this RFP, we
request that the City refrain from disclosing any documents or records prior to consulting with
Topgolf so that we may have an opportunity to redact sensitive information prior to disclosure.
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CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC, AND AFFLIATES - NOT FOR PUBLIC DISCLOSURE
AFFIDAVIT/AGREEMENT OF PROPOSER
4 C�cOTTEa-.C-AL.
The proposer, J -O _("Proposer"), hereby represents and warrants that it and
none of its affiliate ( rent, subsidiary or other) entities, as of the date of this Affidavit,
has/have no legal rights, title, interest, or legal or equitable claims of any type or nature
against the property which is the subject of the Request for Proposals For The Lakes At
EI Segundo Site issued by by the City of EI Segundo on or about April 5, 2018
("RFP"), or against the City of EI Segundo ("City"), or its elected or appointed officials,
officers, employees, agents, contractors, or volunteers.
Proposer represents and warrants that it has fully read and understands the RFP and
has had the opportunity to consult with legal counsel of its own choosing to assist it with
reading and understanding the RFP. Proposer represents, warrants, and agrees that
the RFP, or any addendums thereto, confers no legal or equitable rights upon the
Proposer regardless of whatever actions the Proposer undertakes in reviewing and
responding to the RFP or and amendments thereto or potentially or actually entering
into negotiations or negotiating an agreement with the City.
Proposer represents, warrants, and agrees that no individual, including elected or
appointed officials, officers, employees, agents, contractors, or volunteers have the
authority to make legally or equitably binding agreements, representations, or
statements on behalf of the City.
Finally, Proposer represents, warrants and agrees that it shall only have any legal or
equitable rights, title or interest in the property that is the subject of the RFP if it enters
into an agreement legally approved by the City Council at a properly noticed public
meeting and which is executed by the Mayor of the City Council, and then its only rights
shall be those set forth in such agreement.
The undersigned represent and warrant that they are properly authorized by the
Proposer to execute this Affidavit/Agreement and hereby do so under penalty of perjury.
�i /Prol osor
Name and Title: Chris
Date: LP j 141 201
By:
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7 1 P a g e
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Ill. Proposed Vision and Proiect Plan
Over the past six years, both CenterCal and
Topgolf have been working with the city of EI
Segundo to envision a new future for The Lakes
at EI Segundo. A vision that pays homage to the
authenticity and history of The Lakes at El
Segundo and creates a future with new ideas and
long term financial sustainability. Creating a
world-class redevelopment has been at the
forefront of our design process, with Topgolf
anchoring the driving range redevelopment and
world-renowned golf course architect Fry Straka
Global taking the lead on the golf course
programming.
The golf course improvements will feature three new signature holes that enhance the difficulty of
the course by engaging water features, developing brand new putting greens with elevated contours
to increase difficulty and new bunkers to increase safety as well as speed of play. The key element of
the golf course redevelopment will be the new 38,000 SF putting and chipping area that will feature
two separate putting greens to allow for instruction and camps, three different cuts of rough in the
chipping area to challenge the most advanced players and several lakeside bunkers to hone sand play.
Complementing the synergies between the redeveloped golf course and Topgolf, the proposed
program will include a $400K contribution to provide golf course lighting to enhance revenue and
usage during peak Topgolf operating hours.
The proposed improvements for The Lakes at EI Segundo Golf Course include the following golf course
Improvements:
• Hole #2 — new 123 -yard par 3 with new multi -tiered green construction and bunker
• Hole 3# - new 92 -yard par 3 with new multi -tiered green construction around water feature
and bunker
• Hole #5 — new tee box construction and grading to increase safety, visibility and yardage
• Hole #7 — new bunker construction to increase safety and difficulty
• Hole #8 — new bunker construction to increase speed of play and difficulty
• Hole #9 — new tee box and green construction featuring two bunkers and converting the par
4 to a 192 -yard par 3, which increases both difficulty and safety.
• Approximate 38,000 square foot practice area that will feature two new signature putting
greens to allow simultaneous use for both junior camp instruction, as well as separate
8 1 P a g e
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672
community access. The practice area will also feature two new undulated chipping greens
with three various cuts of rough to enhance instructional opportunities along with a lake side
practice bunker.
32,800 square Feet of new USGA regulation greens
• 15,600 square Feet of new Tee Box construction
• 8,500 square Feet of new Bunker construction
• $140,000 in new irrigation improvements
Pro Shop/Restaurant Facility Improvements:
• 2,500 square foot built to suite pro shop and restaurant facility per city request and
specifications. The new community facility will feature historic black and white art provided
by the EI Segundo Historic Society, as well as feature modern furniture and amenities to
complement the contemporary architectural theme.
• Golf Shop Area/Starter Desk — new starter desk with merchandise display window and all
associated mill work
a Restrooms — two new separate male and female, fully ADA compliant and amenitized with
soap dispensers, hand drying devices, trash enclosures and restroom facilities.
+ Management Office — two separate offices with built in wall safe
• Restaurant Facility — new restaurant area will have wifi capabilities, two televisions 55" both
interior and exterior, commercial grade reach-in-freezer/cooling units, three compartment
sink, mop closet, grill, microwave, fryer, ice making machine, soft drink dispenser and
refrigeration to accommodate five beer kegs
The full-service restaurant and bar improvements will offer the City of EI Segundo the opportunity to
operate a new facility or sub -lease the building improvements to a local operator.
The Lakes at EI Segundo takes pride in being a facility that celebrates golf instruction and these new
additions will help support all junior camps, lessons and all high schools in the area. CenterCal and
the golf course sub -committee have collaborated for almost a year on designing a new pro shop,
restaurant and golf course that meets the standards and values of the city. The new pro shop will
showcase a modern architectural design theme coupled with historic photography that celebrates
the history and innovation of this truly unique community.
The Lakes at EI Segundo is a vital part of the EI Segundo community. Topgolf recognizes the role that
The Lakes facility plays, and will uphold that tradition with the planned Topgolf EI Segundo venue and
associated programming. Topgolf's investment plan for the community will enhance this reputation
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673
by providing an exciting amenity for residents and businesses, while also bolstering EI Segundo as a
golf and entertainment destination for visitors.
Topgolf is focused on creating flagship venues that have a measurable impact on our goal of growing
the game of golf and that serve as viable social environments for the surrounding communities. The
Lakes site is our opportunity to do just that for the city of EI Segundo. We envision a truly customized
venue with expanded experiential offerings to serve the unique needs of the EI Segundo marketplace
and create an amenity for the local community, including an event/music stage, and multiple levels
of indoor/outdoor entertainment/event space.
The proposed improvements for the EI Segundo site include an approximate 65,000 square foot,
three-level driving range with an estimated project budget in excess of $35MM. Topgolf's proposed
concept envisions a state-of-the-art, multi-level golf entertainment complex that combines elements
of a traditional driving range with patented technology to create a unique golf experience that can
be enjoyed year-round. Specifically, the planned Topgolf EI Segundo would encompass the following
attributes.
• Three-level entertainment venue
■ 102 climate -controlled hitting bays for year-round game play
• 215 -yard outfield
■ 2,100 square feet of private event space
■ 2,800 square foot kitchen
+ 5,700 square feet of full-service restaurant and bars
■ 200+ HDTVs on which Guests can change the channel from their phone
■ 7,400 square feet of outdoor dining space spread over three levels, including an area for live
musical performances
• Free Wi-Fi service inside venue
■ Lower level lounge area with free pool tables, shuffleboard and Xbox Kinect
■ New Toptracer technology that tracks ball -flight, statistics, and further enhances
gameplay for guests
The full-service restaurant and bar will offer an innovative, seasonal menu. Many of the items are
considered "shareable" for groups, making per -person food pricing accessible to all. An example of
Topgolf's proposed seasonal menu and price list are included in Appendix A.
Providing a clean and safe environment in and around each venue is a priority for Topgolf. As such,
Topgolf EI Segundo staffing will include a full-time Facilities Manager and Assistant Facilities Manager,
as well as an on-site maintenance team. From an environmental perspective, the planned venue will
incorporate many sustainability features with the objective to obtain a LEED Silver rating on its
building. Among those to be included:
• High -reflectance white roofing
CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE
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■ Low E and tinted glazing
+ LED lights
■ Water -reducing plumbing fixtures
• No VOC paints
• Most finishes made of recyclable content
• Previous material at driving range
■ Native plants and xeriscaping
+ Composting plan
Venue operations at Topgolf EI Segundo will be planned with the surrounding neighborhood in mind
as well. Venue lighting will be designed uniquely for the site, in accordance with municipal ordinances
and standards. Topgolf will ensure that once the venue opens sound levels are not only within
municipal ordinances, but that they do not adversely impact the neighborhood. All bands and DJs
performing at Topgolf are required to plug into a sound control system, allowing us to fully control
and monitor sound levels at all times.
Topgolf strives to put the safety of Associates, Guests and the community first. We would work in
conjunction with local law enforcement to ensure the community stays safe. Topgolf carefully
evaluates crime statistics and meets with local police to build security plans for each venue. We would
continue to partner with the local community and law enforcement to address and abate any
concerns as they arise. In addition, Topgolf has:
• A dedicated Safety & Risk Management Team
■ On-site security guards for the venue and parking lot
■ Annual active shooter training for all Associates
■ A highly trained management team to handle altercations and issues
Topgolf advises Guests and Associates on how to take appropriate precautions to enjoy the venue
games in a safe and fun way. State-of-the-art safety nets are installed in every Topgolf venue to insure
against damage to persons or property due to errant golf balls. Additionally, ample lighting is installed
throughout the development to maintain a safe and secure environment.
CONFIDENTIAL TOTOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE
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Topgolf EI Segundo will be designed in a manner sensitive to the unique character and culture of the
community. The preliminary renderings provided illustrate how the venue and driving range will serve
as a focal point for the neighborhood, further highlighting the planned redevelopment of the golf
course.
Site Layout (conceptual)
SCORE CARDS
400-}rr
For full-size Planning & Zoning Renderings (including complete floor plans), see Appendix B. All design
and development images (photos, renderings, site layouts, floor plans, etc.) that are specific to
Topgolf EI Segundo, have been approved by the Parks & Recreation Commission, Planning
Commission and 100% construction drawings have been approved by all city agencies such as fire,
police, public works and planning.
The collective effort of the community, city leadership, Chevron, West Basin, past city councils, city
staff, numerous golf course sub -committee volunteers, expert consultants and an experienced
development team all have synthesized a balance that lives within the context of the deed restriction
CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE
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676
and provides for a truly unique world-class destination that will provide the city with fun, financial
security and stability.
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677
Project Time Line Overview, — r
2012
February
Topgolf concept introduced to city staff by CenterCal & city approved 5-0 to instruct
staff to review the concept for feedback
City Council directed staff to begin negotiations with CenterCal and do public
August
outreach
12 Publice Meetings were conducted to the Chamber, Rotary, Kiwanis, GC Sub -
Aug -Dec
Committee, EDAC etc.
2013
May -June
Golf Course Advisory Group forms and presented findings to City Council
November
City Council approves initial ground lease agreement with CenterCal
2014
March
New City Council is seated and approved a revised Ground Lease Agreement
December
City Council voted to solicit proposals for a third party Financial Analysis
2015
February
The Lakes Vision Committee was formed
May
Financial Analysis presented by Pro Forma Advisors
May
Vision Committee presents findings from RFP and community meeting results
June
Golf Course Design Task Force formed
September
City Council approves revised Ground Lease Agreement
2016
February
Commenced due diligence period
September
Notice of Preparation (NOP) filed with City, Scoping Meeting held
November
Draft EIR submitted for review and comment
2017
March
Planning Commission approves Land Use and Environmental Review Documents
(CEQA)
City Council approves golf course design and modifications as recommended by
May
Task Force
June
100% Construction Drawings submitted to city for review and comment
November
City staff approves Construction Documents with minor revisions to civil set
November
City Council approves EIR and CEQA documentation
December
City Council voted to not approve the second reading of the zoning approval &
RFP initiative is introduced
2018
June
City RFP submittals are due
July
Presentation and Selection of Group pending
CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFILIATES- NOT FOR PUBLIC DISCLOSURE
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677
Topgolf's internal development team partners with some of the country's leading professionals on
each project. The external team includes a national design build general contractor (McCarthy) and a
national architect (The ARIA Group).
CenterCal's team is supported by the following external team.
• Moorfield Construction: construction general contractor
■ Griffin Fletcher Herndon: attorney
■ Wallin, Kress.Reisman & Kranitx: attorney
• Architects Orange: architect
■ f=ry Straka Global: architect
■ Michael Baker International: environmental consultant
■ 5tantec Environmental: environmental consultant
• Leighton: soil consultant
• DRC Engineers: civil engineering
CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE
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678
Zoning and Permitting Considerations:
• Permits and Entitlements: the proposed project plan requires a General Plan Amendment,
Specific Plan Amendment and Zone Text Amendment for approval. All documentation was
completed by local land use counsel and approved by city staff pending final city council
approval. Final Environmental Impact Report was conducted and submitted to the city in June
of 2017. Final EIR was approved by city council November 2017.
• Lot -line adjustment: the subject property consists of two parcels and the proposed project
currently contemplates a lot line adjustment to bifurcate the city golf course from the Topgolf
facility. Plans have been submitted to the city by engineers and awaiting approval.
• Environmental Review: the proposed project plan has undergone significant environmental
review and analysis that have been provided to the city for review and approval. City
consultant MBI has approved all studies in the Final EIR that was completed in June of 2017,
• Easements and Encumbrances: the proposed project takes into account the following
encumbrances that affect the property
o West Basin Water Line Easements — proposed site plan does not affect or encroach
on any West Basin easements and has received approval from West Basin on the net
pole development plans
0 Southern California Edison Design and Safety Standards — proposed plan was
approved by SCE engineering team on March 21, 2017.
0 Chevron Release and Indemnity Agreement — development team has worked with
Chevron over the past four years to approve a release and indemnity agreement that
Chevron has approved, subject to city council approval of the project
CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC, AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE
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679
Development Timeline:
Entitlements
Site Construction
Course Construction
Pro Shop Building Construction
Topgolf Building Construction
Golf Course Opening
Topgolf Opening
* please note public works, fire department, city staff and all utility providers have signed off and approved the submitted plans.
16 1 Page
CONFIDENTIALTO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE
IV. Business and „Operating Plan
The Topgolf EI Segundo venue will be part of the much broader Topgolf ecosystem — one that blends
our industry leading brand and popularity, unparalleled technology and innovation, international
network of entertainment venues, extensive media reach and partnerships, and charitable efforts to
provide a fun, immersive, omnichannel experience for our guests and community partners.
Topgolf has been the pioneer in experiential golf entertainment since launching in the US in 2005.
Topgolf currently has 38 operating venues in the US, 3 in the U.K., 13 under construction, and is
actively seeking development opportunities across the nation. Topgolf is not only expanding
domestically, but global as well. We just opened for business in Australia and are actively pursuing
opportunities in Mexico, and the United Arab Emirates. first venue in Australia opens in Queensland
in summer of 2018.
Topgolf venues are entertainment destinations for everyone! The US and UK venues entertain over
13 million Guests annually, as of the end of 2017. More than 50% of our Guests describe themselves
as non -golfers. Topgolf caters to customers of all ages and a variety of interests, including golfers,
gamers and individuals looking for a social and active experience with friends, family and coworkers
363 days a year.
Topgolf venues have proven immensely successful, each increasing market awareness of Topgolf's
products and brand, and in turn increasing the draw of future venues. Our venues have a proven
track record of providing positive economic impact to their respective local and regional economies
through initial development investment and on-going business operations.
Topgolf will support Recreation & Parks by allowing use of venue for leagues, lessons and other
events & will co -promote Recreation & Parks programs to Topgolf guests. Maintaining instructional
programming and junior golf initiatives is a priority and we look forward to discussing with the City
how best to achieve this — whether through the Topgolf Coach program or other City relationships.
To further advance this partnership, Topgolf will provide direct marketing support to enhance golf
course revenue and operations.
o Digital — promotions/offers to Topgolf customer database, anticipated year 1
database count to exceed 200,000 Guests. Direct promotions opportunities via
Topgolf social media outlets.
o Onsite — lobby promotions, provide visuals and marketing opportunities in the Topgolf
facility to further promote golf course operations. In -bay opportunities via in
menu/check promotional slips, training hostess to support and push promotions,
Media — Topgolf receives strong media attention when entering new markets,
typically with local news coverage and golf channel media feeds, which will showcase
the golf course.
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o Charity Golf Events - Topgolf and The Lakes at EI Segundo will be the ideal Charity
Golf Event. It provides the best of both worlds, the chance to get out on the golf
course on an expedited time schedule with full service food, beverage and
entertainment facilities atTopgolf. These events will target non -peak hours of the golf
course to further enhance revenue.
Topgolf's high growth over the past 18 years is due to our broad consumer appeal. There is no other
entertainment option, including our competitors, that matches Topgolf in offerings and appeal.
Topgolf's unique consumer appeal will only serve to enhance EI Segundo and the surrounding area
by supporting commercial activity in the community. In addition to generating sizable tax revenues
and job creation for the city of EI Segundo, we are excited at the opportunity to become a part of the
EI Segundo business community. Topgolf EI Segundo will be a welcome partner to the many
businesses, corporations, and civic organizations by providing approximately 3,000 square feet of
private event and conference space, in addition to thousands of square feet of restaurant, bar, and
patio space.
Topgolf provides significant positive impact to communities. On average, a Topgolf venue generates
approximately $260 million in economic output to the local economy over a 10 -year period. Topgolf
venues create jobs - 450-500 new jobs, including 125 full-time positions. Topgolf is recognized as a
top workplace nationally and in several of the cities we serve. Topgolf venues are anchor tenants,
often attracting other businesses to the area. In addition, the development of Topgolf EI Segundo
will mean an initial capital investment of approximately $35 million.
18 1 Page
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Topgolf's unique consumer appeal will only serve to enhance EI Segundo and the surrounding area
by supporting commercial activity in the community. In addition to generating sizable tax revenues
and job creation for the city of EI Segundo, we are excited at the opportunity to become a part of the
EI Segundo business community. Topgolf EI Segundo will be a welcome partner to the many
businesses, corporations, and civic organizations by providing approximately 3,000 square feet of
private event and conference space, in addition to thousands of square feet of restaurant, bar, and
patio space.
Topgolf provides significant positive impact to communities. On average, a Topgolf venue generates
approximately $260 million in economic output to the local economy over a 10 -year period. Topgolf
venues create jobs - 450-500 new jobs, including 125 full-time positions. Topgolf is recognized as a
top workplace nationally and in several of the cities we serve. Topgolf venues are anchor tenants,
often attracting other businesses to the area. In addition, the development of Topgolf EI Segundo
will mean an initial capital investment of approximately $35 million.
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Topgolf EI Segundo will have the following proposed hours of operation:
Sunday —Thursday: 6AM —12AM
Friday — Saturday: 6AM — 2AM
Topgolf's pricing model is based on hourly rates per bay, in which up to 6 people can hit an unlimited
number of balls. On average, one person can play 5-6 games in an hour, and six people can play a
game together in 1-1.5 hours. The cost includes unlimited balls, men's and women's golf clubs, and
nine scoring games to play. Each game comprises 20 balls in which the player aims for specified
targets and is awarded a corresponding point value based on distance and proximity to target. In this
way, Topgolf's per -person pricing and variety is highly competitive relative to other entertainment
concepts. Topgolf EI Segundo proposed pricing is as follows:
PRICE PER BAY
HOURLY RATES LISTED PER BAY. GROUPS OF 1-6 PLAYERS PER BAY,
11l'l N- I1 11II'd
12PM-QPM
5PM - 0011
$35 PER HOUR
$45 PER HOUR
$55 PER HOUR
Does not reflect Heroes discount of 10% honored for military (active duty and veterans), police, fire, and EMS
personnel with valid I.D. Pricing subject to change.
Our venue programming offers something for seasoned and novice golfers alike. In 2017, Topgolf
and the PGA of America entered into a strategic alliance to help promote career opportunities
for golf industry professionals at Topgolf venues nationwide. Underthis partnership, the Topgolf
U program was developed to offer golf instruction from Class A PGA and/or LPGA of America
Professionals, to adults as well as junior golfers.
The Topgolf U program offers lessons in class, group or individual settings. Topgolf U classes offer
the same intimate access with a Certified PGA professional, with maximum class size of six
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people. We offer a variety of classes for all ages and skill levels, and are a great, cost-effective
way to learn the game. At some locations, lessons start as low as $20 for adults and $15 for
juniors, making access to accredited professionals easy, fun and cost-effective. Topgolf and the
PGA of America are committed to this strategic alliance in support of growing the game and
believe we can unite to create a true community benefit.
In addition, at select venues, Topgolf has expanded offerings including Callaway club fittings,
administered in a state-of-the-art fit bay that utilizes Callaway's proprietary fitting software and
launch monitor equipment. All fitting specialists have been intensely trained to find the right
clubs for every level of golfer.
One of Topgolf's Core Values is that we are a Caring organization. In addition to being an economic
and financial partner, Topgolf venues provide the following programs to promote community
engagement and civic partnership:
• Topgolf Coach — Golf lessons redefined. Lessons are offered by PGA professionals. A slow-
motion video analysis of the student's swing is emailed at the end of the lesson. Lessons start
as low as $20 for adults and $15 for juniors.
• Youth Play It Forward —This initiative extends free game play Monday - Thursday from 9AM
- 5PM to high school golf teams, and charities supporting youth mentorship, leadership and
empowerment. Since inception, the Youth Play It Forward program has hosted 23,200+
individuals that have practice more than 10,300+ hours in our US venues, numbers we intend
to surpass in 2018.
• KidZone — Topgolf's free program for children 12 years old and younger. Free parties
(Breakfast with Santa, Back to School, Easter Egg Hunt, etc.), discounts and offers just for kids.
■ Summer Academy— Week-long summer golf instruction program for kids ages 6-12.
• Topgolf Championships — A summer tournament series where novices and avid golfers alike
can compete in fun, lively competitions for the chance to win amazing prizes.
• Topgolf Leagues — Weekly social leagues featuring food and beverage specials and the
opportunity to win prizes.
• Heroes Discount — All military (active duty and veterans), police, fire, and EMS personnel with
valid I.D. receive 10% off food and beverage menu items.
Above and beyond these on-going programs, under the public benefit proposal option Topgolf will
support the City of EI Segundo Department of Recreation and Parks by allowing use of the Topgolf EI
Segundo venue for leagues, lessons, and other events, as well as co -promote Recreation and Parks
events to Topgolf Guests.
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Topgolf community giving extends beyond venue programming. In 2017 Topgolf donated over $1
million in total charitable giving, with over $278,000 of that going to local charities in the towns and
communities in which our venues operate. In 2017 Topgolf associates volunteered over 8,200+ hours
at over 200 local charity organizations. Topgolf's national charity partners are Make -A -Wish
Foundation, Folds of Honor, and Bunkers in Baghdad. Our 2017 total contribution to these partners
approached $400,000.
Topgolf EI Segundo will have the brand power and support of Topgolf Media, the company's media
and technology organization that is based in San Francisco. Topgolf Media leverages our vast gaming,
entertainment, and technology expertise to create meaningful, shared digital experiences for the
Topgolf brand and community — a community of more than 13 million fans! Through the use of
technology, we continuously enhance Topgolf venue games, mobile apps and virtual experiences. As
Topgolf Media, through a multitude of channels and mediums, works to elevate the winning lifestyle
brand of Topgolf, it adds to the notoriety of the markets in which our venues operate.
Topgolf Media supports the brand experience with strategic partnerships, sponsorships, and digital
content. Among our national, regional, and media are the PGA, Golf Channel, Fox Sports, Pepsi,
AT&T, Lyft, Audi, Coca-Cola, MGM Grand Las Vegas, the Pro Football Hall of Fame, Transamerica,
Lexus, and Toyota. Our original programming includes the popular shows The Hook, Chef Showdown,
and Topgolf Tour. These shows and other original programming provide huge consumer reach and
brand exposure.
THE CHEF TOPGOLF
HOOK SHOWDOWN TOUR
kt.
IMPRESSIONS
VIEWS
115M
8.5M
78M 62M
10.2M 6.1M
Also, a part of Topgolf Media is World Golf Tour (WGT), the world's largest online and mobile golf
game. It has earned praise from the USGA, PGA of America, NBC Sports, and Fox Sports for its high-
quality golf games and virtual access to premier courses. With 24 million players, WGT is yet another
touch point for Topgolf to reach consumers, elevate our image and that of the cities and communities
that we serve.
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Toptracer is our revolutionary technology capable of tracking the flight of a golf ball via camera, and
adding graphics to make this visible on-screen. Acquired by Topgolf in 2016, this technology has been
used in over 150 professional golf events on the highest level worldwide. We are currently deploying
Toptracer in select Topgolf venues and in existing driving ranges. This unmatched technology allows
Guests to track shots with metrics on height, hang time, distance, ball speed, etc. It also allows players
to monitor play over time — particularly useful for students and kids just learning the game of golf.
Topgolf Crush brings our iconic venue experience to major stadiums and arenas nationwide for
limited engagements. Think of it as Topgolf on tour, complete with giant targets on the field,
Toptracer technology, and hitting bays with food, drinks, and music. These events are great for driving
buzz around Topgolf venues and the surrounding communities.
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V. Qualifications and Experience
Top Golf USA Inc., a Delaware corporation, is privately owned and operated, with the backing of an
investor group that includes Callaway Golf Company (NYSE: ELY) and other institutional and private
investors. As of April 2018, Topgolf has 38 operating venues in the US and 3 venues in London.
Topgolf has recently announced plans to expand its footprint globally, having executed partnerships
in Mexico, Canada and Australia.
Topgolf pioneered a technology to make golf more fun and engaging. It has since emerged as a global
sports and entertainment community focused on connecting people in meaningful ways. Today,
Topgolf continues to blend technology and entertainment, golfers and non -golfers, children and
adults — to create an experience that makes socializing a sport for everyone. No matter the occasion
or who you share it with, we believe every great time starts with play, is fueled by food and beverage,
moved by music and made possible through community. Every Topgolf venue features dozens of
high-tech, climate -controlled hitting bays for year-round comfort, a chef -inspired menu for year-
round deliciousness and hundreds of Associates eager to help create the moments that matter.
Topgolf is truly everyone's game, with 41 venues entertaining more than 13 million Guests annually,
original content shows, next -gen simulator lounges through Topgolf Swing Suite, the global Topgolf
Tour competition, pop-up social experiences like Topgolf Crush, Toptracer technology as seen on TV,
and the world's largest digital golf audience.
The great thing about Topgolf is that it appeals to all ages and all skill levels during all seasons. More
than half of our Guests describe themselves as "non -golfers."
■ 68% male / 32% female
16% youth visits
• 54% ages 18-34
■ 14% ages 35-44
• 14% ages 45+
■ 8% are avid green grass golfers (25+ rounds annually)
• 14% are moderate green grass golfers (8-24 rounds annually)
• 27% are occasional green grass golfers (1-7 rounds annually)
51% are non -golfers (0 rounds annually)
A 2017 National Golf Foundation survey found the following among Topgolf Guests surveyed:
a 29% of golfers say that playing Topgolf leads them to play more traditional golf
■ 23% of golfers surveyed follow the sport more closely as a result of playing Topgolf
■ 53% of non -golfers surveyed say that playing Topgolf has positively influenced their interest
in playing traditional golf
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23% of new golfers surveyed who have been playing for three years or less started playing
golf after their first Topgolf experience. Of those, nearly 75% say Topgolf influenced their
decision to play golf
• 75% of non -golfers say they are interested in playing on a course
• 94% of non -golfers feel "comfortable" at a Topgolf venue
• 99% of Topgolf Guests surveyed say they will return
• 96% of Topgolf Guests find the Toptracer technology appealing
■ 43% of Topgolf Guests say that Toptracer likely will drive them to visit more frequently
Given the results above and Topgolf's success in engaging avid and novice golfers, alike, the company
has entered into a strategic alliance with the PGA Tour and LPGA Tour to seek out ways to grow the
game further. Through this partnership, both parties will leverage each other's media reach, physical
and digital platforms, and content creation to promote and grow the game.
Topgolf's experienced management team includes:
• Erik Anderson, Executive Chairman: Erik is the Executive Chairman of Topgolf Entertainment
Group, and is the Founder of WestRiver Group, a private investment company based in
Seattle that provides integrated capital solutions for the global innovation economy. His prior
experience includes Frazier & Co. and Goldman Sachs & Co. He is the founder of America's
Foundation for Chess, which serves 150,000 children in the United States with its First Move
curriculum.
• Dolf Berle, CEO: Dolf serves as CEO of Topgolf Entertainment Group and Top Golf USA Inc,,
leading all global operations, Topgolf International, Inc., Toptracer Range and technology.
Prior tojoining Topgolf in January 2018, Dolf served as President and COO of Dave & Buster's,
President of Lucky Strike Lanes, COO at House of Blues, and Executive Vice President of
Hospitality and Division Head at ClubCorp. He also serves on the National Board of Directors
for Topgolf charity partner Make -A -Wish Foundation.
• William Davenport, CFO: William Davenport is CFO of Topgolf Entertainment Group, where
he leads operational finance and strategic planning for Topgolf worldwide. Previously,
William spent 13 years with Brinker International, where he served as SVP of Finance for
Chili's and On The Border. During his time with Brinker, he spearheaded the rollout of the
catering business for Maggiano's and evaluated new restaurant brands for acquisition in to
the Brinker portfolio. He has also held the roles of VP of Finance for Neiman Marcus and Last
Call and CFO for Haggar Clothing Company.
■ Craig Kessler, COO: Craig Kessler serves as Topgolf's COO, overseeing Topgolf business
operations, including hospitality, food and beverage, guest services, and training, Prior to
joining Topgolf in 2016, Craig worked for Providence Equity Partners, where he provided
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strategic business counsel to multi -million -dollar retail, training, and education companies.
His career also includes global finance and operations roles at McKinsey & Company and KKR.
■ Chris Callaway, CDO: Chris Callaway is Topgolf's Chief Development Officer and oversees the
Real Estate Development, Design and Construction teams responsible for scouting and
building all Topgolf venues. Chris joined Topgolf in 2017 from the corporate real estate
industry. He spent 25 years with Walmart Stores Inc., where he led the development of more
than 500 new Supercenters, Neighborhood Markets and Sam's Clubs. Most recently, he
served as the US Vice President of Real Estate and Facilities Support for Sam's Club. His main
responsibilities included real estate, design, construction, remodeling and facilities
maintenance. With a seasoned internal and external team in place, Chris now oversees the
entire real estate development process at Topgolf.
Kevin Miner, Vice President of Construction: Kevin has been a part of the Topgolf team since
2004, and has overseen the construction of every US Topgolf facility. He has played a critical
role in the evolution of the Topgolf building design and currently manages a team of internal
project managers that work hand in hand with the general contractor to ensure timely and
successful project completions.
■ Devin Charhon, Director of Real Estate: Devin joined Topgolf in 2014 and currently serves as
a Director of Real Estate. He has played an integral role in the company's domestic expansion,
having successfully completed over $200MM in development, leading to 10 venue openings,
during his time at Topgolf. Devin's responsibilities have included site selection, negotiation,
financing, and entitlements, as well as managing a team of brokers and consultants in over
50 markets. Specifically, Devin has experience structuring deals with both private and public
entities and has navigated through the entitlement and permitting process in municipalities
across the country. In conjunction with the broader team, Devin is focused on deploying
$300MM of development capital annually.
s Tanner Micheli, Director of Real Estate Development: Tanner joined Topgolf in January 2014
after a successful career with Turner Construction. His first role with the company was that
of Construction Manager, where he successfully completed three Topgolf venues as well as a
major renovation of an existing venue. Tanner was then selected to lead Topgolf's Real Estate
Development team. In this role he has been instrumental in creating and implementing
processes to grow the venue pipeline, mitigate development risk, and expedite project
development timelines. Tanner has since lead the efforts on over $1.5 billion of Topgolf
venue development activity. He takes great pride in creating strong relationships with
municipal and community leaders, as well as representing Topgolf at public hearings and
ground -breaking ceremonies.
Kevin Miner, the Vice President of Construction for Topgolf, leads all venue construction projects.
Kevin and with his internal team of architects, designers, project managers, and technicians have
completed the following projects within the last 11 years:
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1. September 2005 - Alexandria, VA (retrofit)
2. September 2007 - Dallas, TX (retrofit)
3. October 2007 - Wood Dale, IL (retrofit)
4. May 2011- Allen, TX (ground -up development)
5. December 2012 - Houston, TX (ground -up development)
6. May 2013 - Austin, TX (ground -up development)
7. November 2013 - Colony, TX (ground -up development)
8. April 2014 - Spring, TX (ground -up development)
9. May 2014 - Alpharetta, GA (ground -up development)
10. June 2014 - Scottsdale, AZ (ground -up development)
11. December 2014 - Gilbert, AZ (ground -up development)
12. December 2014 - Tampa, FL (ground -up development)
13. January 2015 - San Antonio, TX (ground -up development)
14. June 2015 - Oklahoma City, OK (ground -up development)
15. June 2015 - Overland Park, KS (ground -up development)
16. August 2015 - Atlanta, GA (ground -up development)
17. August 2015 - Centennial, CO (ground -up development)
18. September 2015 - Loudoun, VA (ground -up development)
19. September 2015 - Naperville, IL (ground -up development)
20. November 2015 - Webster, TX (ground -up development)
21. December 2015 - Virginia Beach, VA (ground -up development)
22. May 2016 - Las Vegas, NV (ground -up development)
23. May 2016 - Salt Lake City, UT (ground -up development)
24. July 2016 - West Chester, OH (ground -up development)
25. August 2016 - Hillsboro, OR (ground -up development)
26. September 2016 - Roseville, CA (ground -up development)
27. October 2016 - Jacksonville, FL (ground -up development)
28. December 2016 - Edison, NJ (ground -up development)
29. May 2017 - Fort Worth, TX (ground -up development)
30. June 2017 - Charlotte, NC (ground -up development)
31. September 2017 - Nashville, TN (ground -up development)
32. October 2017 - Fishers, IN (ground -up development)
33. October 2017 - Orlando, FL (ground -up development)
34. November 2017 - Birmingham, AL (ground -up development)
35. December 2017 - Tucson, AZ (ground -up development)
36. December 2017 - Huntsville, AL (ground -up development)
37. December 2017 - Miami Gardens, FL (ground -up development)
38. January 2018 - EI Paso, TX (ground -up development)
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Current Projects Under Construction:
1. July 2018 - Pittsburgh, PA (ground -up development)
2. August 2018 - Chesterfield, MO (ground -up development)
3. August 2018 - Doral, FL (ground -up development)
4. September 2018 - Brooklyn Center, MN (ground -up development)
5. September 2018 - Glendale, AZ (ground -up development)
6. October 2018 - Mount Laurel, NJ (ground -up development)
7. October 2018 - Columbus, OH (ground -up development)
8. November 2018 - Pharr, TX (ground -up development)
9. December 2018 - Auburn Hills, MI (ground -up development)
10. Q12019 - Baton Rouge, LA (ground -up development)
11. Q12019 — Myrtle Beach, SC (ground -up development)
12. Q2 2019 — National Harbor, MD (ground -up development)
13. Q2 2019 — Greenville, SC (ground -up development)
Topgolf's internal development team partners with some of the country's leading professionals on
each project. The external team includes a national design build general contractor (McCarthy) and a
national architect (The ARIA Group). Additionally, if Topgolf is selected to advance to the next stage
in the RFP process, it will start to identify local consultants to assist in the programming, development
and EI Segundo entitlement and permitting processes.
• Mike Tuohy — McCarthy: Mike is Vice President of Operations for McCarthy, and possesses 30
years of construction experience. Mike joined McCarthy in 2006, serving as Project Director
prior to assuming his current role. Throughout his career, he has been involved in a variety
of complex projects in healthcare, science and technology, commercial, education, and
industrial markets. Among Mike's most notable project roles was that of project executive
on the Hospital Replacement at Marine Corps Base Camp Pendleton, playing an instrumental
role in that project's successful completion. He holds a BS degree in Construction
Management from California Polytechnic State University -San Luis Obispo.
• Khatchig Tchapadarian -- McCarthy: Khatchig is a Construction Project Director, having spent
25 years of his 30 -plus year career at McCarthy. He holds a Bachelor of Science degree in
Construction Management from California State University -Fresno, as well as extensive OSHA
training in construction and safety. Khatchig has managed and played integral roles in
numerous construction projects across southern California, particularly greater Los Angeles
and Orange County. Among these are the construction of Terminal C and improvements to
Terminals A and B at John Wayne International Airport in Santa Ana. Khatchig also lead
McCarthy's involvement with St. John's Health Center Keck Diagnostic and Treatment Center
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— a $227 million project in Santa Monica. His project leadership experience outside of
California includes a $260 million construction project for Motorola in Austin, TX.
• Jim Lencioni - ARIA Group Architects: Jim co-founded Aria Group Architects, Inc. in 1989. As
President and Senior Architect, he has maintained a strong client contact with most projects
in the firm. Jim originally received his architectural license in Illinois in 1978 and has since
obtained his license in 42 states. He is NCARB certified, and as such, is heavily involved in
quality control. The firm's concentration on hospitality has allowed Jim to lead the
development of over 80 restaurant concepts for Lettuce Entertain You Enterprises, Inc.,
including Foodlife, Foodease, Bub City, Maggiano's, Corner Bakery, Reel Club, Wildfire, and
Paris Club/Studio Paris. He brings over 35 years of experience in hospitality projects in
assisting entrepreneurs in developing new concepts or helping existing concepts refresh to
stay competitive in this expanding market segment. He has also led the office teams on
riverboat gaming projects, many projects at Brookfield Zoo, Blue Chip Hotel, Rosemont
Casino, City Park, Esplanade, Eagle Ridge Inn and Resort, Topgolf, and most recently, the
Chicago Fire Pitch Soccer Facility.
• Tom Smicildas — ARIA Group Architects: Tom is a Principal and shareholder at ARIA Group. He
obtained his Bachelor of Architecture in Design degree from the University of Illinois at
Chicago. Tom joined ARIA Ground in 1992 and currently oversees a multi -discipline studio of
designers and architects who support many of the firm's local and national hospitality
projects. He and his team have worked with Topgolf since 2012. Notable among their work
are the Topgolf Houston TX venue, winner of the Landmark's Award for design excellence,
and the Topgolf Hillsboro OR venue, which won the excellence in concrete award from the
American Concrete Institute. In 2017 Tom accepted for the studio the International Interior
Design Association Design Red Award for One Fifty One restaurant and bar in Elmhurst, IL.
Among his other national clients are Shake Shack and Fielding's.
• Brad Beall - ARIA Group Architects: Brad serves as Project Manager at ARIA Group Architects.
He graduated from Iowa State University in 2002 with a Bachelor of Architecture degree.
During his seven years at ARIA, Brad's has worked on a variety of projects with many of the
firm's core clients including Topgolf, Dave & Buster's and Fielding's brand restaurants. His
efforts have been a key element in ARIA Group's relationship with Topgolf. He works closely
with Topgolf's construction team to develop and expand across the country. Prior to joining
ARIA Group, Brad worked at Aumiller Youngquist in Chicago, IL.
CenterCal Properties, located in EI Segundo, CA is a privately owned and operated retail development
company founded in 2004 by Fred Bruning and Jean Paul Wardy. The team at CenterCal is comprised
of over 120 experienced and creative individuals bringing over 40 years of combined retail experience
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to the project. Many of these team members reside in the South Bay area of Los Angeles and due to
their own personal drive of wanting to create the best product, bring an authenticity to the area only
locals could impart. CenterCal will play a major role in the recalibrating of true public space where
residents can experience it as an extension of their own back yard.
CenterCal's team includes:
Fred Bruning, CEO: Fred Bruning began his real estate career as legal counsel for Sears,
Roebuck and Company in 1977 and was responsible for their real estate portfolio in the west
which consisted of over 500 assets. After leaving Sears in 1983, Mr. Bruning served as Vice -
President of Development for the Torrance Company in Torrance, California, then as Vice -
President of Development for the John Price Development Company in Salt Lake City, Utah.
In 1985, Mr. Bruning joined the Alexander Haagen Company as a development partner. In his
13 years there, he was the key executive in charge of the acquisition and development of over
40 retail projects. Mr. Bruning was also instrumental in taking the company public in 1993,
serving as the Wall Street spokesperson. In 1998, Mr. Bruning along with his partner Mr.
Wardy, formed their own development company, CenterOak Properties, LLC, and in 2004
became CenterCal Properties, LLC. In his career, he has been actively involved in over 150
major retail developments in the western United States.
Mr. Bruning is a member of the California Bar Association, the International Council of
Shopping Centers and has served on several corporate and charitable boards. He received his
Juris Doctor from Loyola University in Los Angeles and his Bachelor of Arts degree from
Pomona College in Claremont, California. His hobbies include travel, archaeology, and flying
his antique Stearman biplane.
Fred is married forever to his wife Brandace, who has had a very successful career in retail
marketing, fashion and modeling.
Jean Paul Wardy, President: Jean Paul Wardy began his career in real estate while attending
the University of Southern California. Mr. Wardy joined the Alexander Haagen Company in
1990, and by 1993 had been promoted to Vice President, Acquisitions. From 1993 through
1998, Mr. Wardy was the executive primarily responsible for the successful acquisition of
over 20 shopping centers.
In 1998, Mr. Wardy co-founded CenterOak Properties with Fred Bruning, which became
CenterCal Properties in 2004. Since that time, Mr. Wardy has committed his efforts toward
creating successful retail driven projects that both enhance and elevate the communities they
serve. In the pursuit of his real estate career, Mr. Wardy built upon the solid foundation of
his family's successful retail background in the Amen Wardy Stores and Amen Wardy Home
Stores. Mr. Wardy is a member of the International Council of Shopping Centers and the
Urban Land Institute, and is a devoted husband and father.
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Steven C. Hanna, Senior Vice President, Construction: Steven Hanna holds the position of
Senior Vice President of Construction with CenterCal Properties, LLC. Prior to joining
CenterCal, Mr. Hanna worked for Caruso Affiliated as Senior Vice President of Construction.
Prior to joining Caruso Affiliated in 2007, Mr. Hanna worked for Steiner & Associates as
Project Executive/Preconstruction Executive. Mr. Hanna's earliest career experiences
included Senior Project Manager for Corna Kokosing Construction Co. and Project Engineer
for Turner Construction.
Mr. Hanna is an active member of the International Council of Shopping Centers and is also
on the Board of Trustees at The St. Sophia Cathedral Foundation. Mr. Hanna received his
Bachelor's degree in Construction Management and an Associate Degree in Civil Engineering
& Architectural Technologies from the University of Cincinnati.
Peter Houck, Senior Vice President, Properties: Peter Houck is Senior Vice President of
Properties for CenterCal Properties, LLC. Mr. Houck is responsible for overall asset
management, property operations and financial results for the portfolio. Mr. Houck joined
CenterCal in September 2012 as General Manager at The Collection at Riverpark.
Mr. Houck previously worked for Related Urban in several management roles including Time
Warner Center in Manhattan, CityCenter of CityNorth in Phoenix and Anaheim GardenWalk
in Orange County, CA. Prior to joining Related Urban, Mr. Houck held the role of Property
Manager with Brookfield Properties. Also with Brookfield Properties, he was General
Manager of 700 North Michigan Avenue. With Urban Retail Properties, Mr. Houck held
management positions at Louis Joliet Mall, Fox Valley Mall, 730 North Michigan Avenue and
Water Tower Place in the Chicagoland area.
Mr. Houck received a Bachelor of Business Administration degree in Finance from University
of Iowa. He also holds a CSM designation from ICSC and a RPA designation from BOMA. Mr.
Houck is married with two children.
Ruben Perez, Executive Vice President, Leasing: Ruben Perez is Executive Vice President,
Leasing with CenterCal Properties, LLC and oversees the organization's entire Leasing
team. Mr. Perez has more than 25 years of industry experience. Prior to joining CenterCal in
early 2017, Mr. Perez spent over 22 years with Westfield LLC where he worked in various
finance and leasing roles. During his tenure at Westfield, he was responsible for the creation
of the company's Leasing Finance Division.
Mr. Perez received his Bachelors of Business Administration from the University of Southern
California. In addition, he has completed Leadership Development programs at USC Marshall
School of Business and UCLA Anderson Graduate School of Management. He is also a longtime
member of ICSC. Mr. Perez lives in Orange County with his wife and three children.
Chris Byers, Senior Vice President, Leasing: Chris Byers joined CenterCal in 2010 with more
than 20 years of experience in commercial real estate. Ms. Byers oversees leasing of the
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growing portfolio of mixed-use centers and development projects for the Intermountain
Region.
Prior to joining CenterCal, Chris worked as Director of Real Estate and was responsible for the
strategic development and growth for national retailers such as Chico's, White House Black
Market, Soma, and Coldwater Creek. Her valuable relationships and experience from the
retail side of the business has given her a unique view and perspective into the successful
merchandising and leasing strategies across the CenterCal portfolio.
Ms. Byers attended the University of Utah and has been a member of ICSC for over 25 years.
Chris was born and raised in Salt Lake City and is married with two children.
John Fink, Director of Tenant Services: John Fink is Director of Tenant Services with CenterCal
Properties, LLC and is responsible for managing the organization's Tenant Services team. Mr.
Fink brings over a decade of tenant coordination experience with him and has worked on
both the development and consulting sides of some of the most prestigious mixed-use
projects in the country. Prior to joining CenterCal in 2014, Mr. Fink spent over 3 years with
Westfield LLC where he managed and opened hundreds of tenants in several major
developments and shopping centers in and around Los Angeles.
Mr. Fink received a Bachelor of Business Administration degree in Communication from the
University of Illinois State. Mr. Fink lives in EI Segundo and is engaged to be married.
Shahin Shirvani, Project Manager: Shahin Shirvani is Project Manager at CenterCal
Properties, and is responsible for the construction project management for the company's
southern California properties. extensive experience in complex projects for federal,
municipal, and private development agencies. Shahin has constructed retail, office, high-rise,
entertainment, public works, military and medical office buildings.
Shahin holds General Contractors licenses in two states including Georgia and South Carolina
and has worked as senior level project manager for multiple construction and development
companies such as Westfield, Engineering Design Technologies and Bovis Lend Lease for the
past 15 years.
His experience in design, engineering, and development; as well as my expertise in project
management, estimating, scheduling and contract negotiations have made me a well-
rounded builder, Shahin resides in Sherman Oaks with his wife and two children.
Rob Budetti, Partner, Architects Orange: Mr. Budetti has spent over 25 years managing large
scale complex projects around the United States and in Middle East as well as managing major
development programs for National clients. Rob has also been responsible for growing and
developing dynamic teams of architects and consultants to successfully deliver projects that
consistently exceed the client's expectations. Rob's enthusiastic approach to each project
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has earned him a reputation as a professional who quickly and effectively builds solid and
lasting relationships with clients, government agencies, consultants and contractors. He is
experienced with retail, mixed-use, commercial, office, and residential projects.
Rupesh Bhakta, Development Consultant: Rupesh Bhakta was Vice President of Acquisitions
and Development for CenterCal Properties, LLC. Mr. Bhakta oversaw the company's
acquisition and development platform for retail and mixed-use projects. Mr. Bhakta joined
CenterCal in April 2007 and was primarily responsible for sourcing new opportunities and
development services and played in integral role in acquisitions, dispositions, financing/re-
financing, asset management and leasing services for the company.
Mr. Bhakta previously worked for Reza Investment Group as the Director of Underwriting and
facilitated over $1.8 billion of successful investment sale transactions ranging from
community, power, lifestyle and regional centers. Prior to joining Reza Investment Group Mr.
Bhakta worked for Lipman Stevens and Thene Inc. appraising office, residential and mixed
used projects in the Gas Lamp District of San Diego.
Mr. Bhakta received a Bachelor of Science in Economics with a minor in Urban Planning and
Development from the University of California, San Diego. He also in an active member in the
Urban Land Institute and the International Council of Shopping Centers. Mr. Bhakta is married
with two children and resides in the South bay.
With a portfolio of over 20 shopping centers within 5 western states, CenterCal is able to dedicate its
focus to serving cities and communities in very select, fast growing regions. Most importantly, they
create projects that become a meaningful and welcome part of the communities they serve, leading
the industry in creating sustainable retail technology and placemaking that will withstand the
challenges of a changing and evolving marketplace.
■ California
■ Oregon
■ Washington
• Idaho
• Utah
A few examples of their thoughtful projects include the following retail developments:
Blackhawk Plaza - Danville, CA
■ Bridgeport Village - Tigard, OR
■ Canyon Corners - Park City, UT
* Cascade Station - Portland, OR
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• Nyberg Rivers - Tualatin, OR
• Nyberg Woods - Tualatin, OR
• Plaza 183 - Cerritos, CA
Station Park - Farmington, U'F
• The Collection at Riverpark - Oxnard, CA - with Shea Properties
• The Terminal at Ballard - Ballard, WA
• The Trails at Silverdale - Silverdale, WA
The Veranda - Concord, CA
• The Village at Meridian - Meridian, ID
• Treasure Valley Marketplace - Nampa, ID
■ Valley Mall - Union Gap, WA
Additionally, with the following developments currently in progress:
• 2nd & PCH - Long Beach, CA
• Mountain View Village - Riverton, UT
• The Village at Totem Lake - Kirkland, WA
Topgolf understands the importance of financial disclosure, however due to the public nature of the
RFP process, Topgolf is unable to release this level of financial detail as public record as a privately
held company. As demonstrated in the response, Topgolf is a stable, well -capitalized operating
company with a proven track record of success and has the ability to uphold the financial obligations
outlined in this proposal.
A representative of the City of EI Segundo has already reviewed the financial health of both CenterCal
and Topgolf, and determined that both entities have sufficient financial capacity to fulfill the City's
guarantee and performance requirements. Additionally, Topgolf is willing to meet in person with the
City of EI Segundo to share its financial information, operating expenses, projected proforma and
projected revenues in an open forum, so long as it is not subject to a public records request.
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VI. Staffing Plan and Organization
At Topgolf, we pride ourselves on our vision, our mission, and our core values.
Vision: Topgolf is a global sports and entertainment community creating great times for all.
Mission: Actively engaged Topgolf Associates and Guests create unforgettable shared experiences.
Core Values: Fun, One Team, Excellence, Edgy Spirit, Caring
These three items are at the center of how we make business decisions from who we hire to what
communities we build in. Our hiring practices are centered on culture and fit for the team to ensure
that our Associates are actively engaged and creating a great time for our Guests. Our philosophy is
that hiring Associates with a positive attitude and natural curiosity is a priority, as it creates a
phenomenal culture to achieve the vision, mission, and core values listed above. Within this
framework, all our Associates are trained by our internal training team led by one of our National
Directors of Operations, the venue's Director of Operations, and the venue's Operations Manager,
who, in most cases, previously have been Associates that have progressed through the ranks to
operate a venue. The typical succession path is exhibited below.
t
t
DEPARTMENT
HEAD
MANAGER
1IUMM
SPECIALTY
ELEVATED HOURLY
ASSOCIATE
HOURLY
ASSOCIATE
Golf Services Manager
F&B Manager
EXOcuth/o Chat
Facilities Manager
Director of Saler;
Hospitality Manager
Training Manager
Sour Chat
Exec Sous Chcf
Markat[ng Manager
Team Lead
Kltchan Manager
Facilities Load
Shift t.oadr.
ACE Trainor
Marketing Champion
Plotinurn Host
Golf Services Associate
FQE Associate
Kitchen Assoclate
Facilities Asanclete
Platinum Sales MQr
Event Sales
Asst. Facilities Mqr
Office Manager
Director Of Instruction
Load Instructor
Office Admin
Event Admin
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R. •
Topgolf has developed a proven track record across the country as a strong, ratable, and catalytic
operator and will be a significant economic generator for the EI Segundo community. Topgolf will
make 475+ local hires to staff the facility, including 40 full-time salaried jobs and 475+ full-time
equivalents (FTE). Full -Time associates who are regularly scheduled to work at least 30 hours per
week are eligible to participate in the Medical, Dental, Vision, Life and Disability Plans, along with
Flexible Spending Accounts (FSAs) and additional benefits. Depending on the role and individual
applicant qualifications, wages may exceed median wages for the industry within the community.
Topgolf will abide by the paid leave and minimum wage standards as set forth in state and location
municipal codes.
Topgolf will initiate its hiring efforts as far as 16 weeks in advance for management positions and
seven weeks in advance for hourly positions. Topgolf's prototypical staffing plan also includes a full-
time Facilities Manager, Assistant Facilities Manager, PGA of America certified Director of Instruction,
Lead Instructor, as well as an on-site maintenance team. All Topgolf venue new hires go through a 3 -
hour hiring process.
In preparation for the opening of a new Topgolf venue, a Tee Up Crew of 15 to 20 experienced hourly
Associates and a Training Manager are brought in from other operating venues to conduct intensive
training. Successfully recruited new hires participate in two weeks of service and operational training
prior to venue opening. The first week is comprised of Topgolf Core Classes that provide training in
Topgolf's culture, how to treat Guests, and how to treat fellow Associates. Week two of training
focuses on the steps of service for each role and menu showcases. A key component of this week of
training is mock service, where the entire venue team engages in live service to friends and family
prior to being allowed to serve actual Guests.
Guest satisfaction is of the utmost priority. Topgolf is constantly at work planning improvements to
better the guest experience that should make visits to the venue even more enjoyable. Topgolf
implements guest satisfaction surveys via email and text at all of our venues, and the result of guest
feedback is implemented through operational changes.
One such example is check-in times. Topgolf received customer feedback stating that check-in
procedures could be slow, particularly during peak times. As a result, Topgolf has begun testing and
implementing faster check-in procedures, including adding a dedicated Guest Services Associate to
assist with check-in and communication updates on wait times via text message.
Examples of actual Guest feedback on Topgolf service experiences may be found in Appendix C.
Throughout a given day, Topgolf associates are engaging with Guests on the tee line, coaching
lessons, promoting and running events, and creating an unforgettable guest experience. Our opening
associates are responsible for preparing the venue for open and welcoming our morning Guests,
many of which are traditional golfers looking to perfect their swing or warm up in anticipation of a at
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a local course. A typical Topgolf will open with 2-3 Managers scheduled approximately 1 hour before
opening.
As the day progresses, Guests' motivations shift towards grabbing lunch while hitting a few balls with
coworkers. Topgolf's operations allow for Guests to play as little or as much as they would like in the
time they have — this creates a mid-day draw that other golf outlets lack. Early afternoon welcomes
the after -work, happy hour crowd, choosing Topgolf as a place to mingle and socialize with friends
and colleagues. Evenings bring a diverse group to the tee line, as families with children, couples and
friends gather to enjoy delicious food and an exciting atmosphere. Closing procedures entail 3-6
Managers preparing the venue for the next day's operations, because we "close to open".
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VII. Franchises and Sub Leases
The proposed structure contemplates CenterCal leasing the land directly from the City and in turn
subleasing to Topgolf. Topgolf will own and operate the venue into the future.
The proposal is based on CenterCal redeveloping the golf course, and the City of EI Segundo to
continue operating the course once the redevelopment is completed. In the event the City prefers
not to maintain the course operations, Topgolf has existing partnerships with qualified national golf
course operators who are willing to enter into an agreement with the City.
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VIII. Deal Structure/Terms & Capital Improvement Plan
The proposed structure contemplates a ground lease agreement between the City of EI Segundo
and Center Cal with a primary term of 20 years, with six 5 -year options, thereafter. The leasehold
premises would include the approximately 10 -acre site that the current driving range sits on today.
Center Cal would the sublease the site to Topgolf for a term concurrent with the City lease. The +/-
20 acres of residual land (the golf course) would remain in the City's control.
Below is a detailed breakdown of the proposed terms:
Description I Acres Capital Investment Annual Import
TOTAL FINANCIAL IMPACT 1 1 $ 40,400,000 $ 2,104,900
Proposed Sub -Leased Area 10 $ 35,000,000
20
$ 5,400,000
Annual Ground & Participation Rent (1)
$ 1,500,000
$ 60,000
Fund Contributlon
$ 200,000
Business License Credit
$ 56,000
6% Increase in Green Fees (4)
sub -total
$ 43,000
$ 1,756,000
City Owned Golf Course Parcel
Sublease Restaurant Facllltyto Local Operator (2)
20
$ 5,400,000
$ 60,000
Night Lighting Golf Revenue (3)
$ 75,000
6% Increase in Green Fees (4)
$ 43,000
Reduction In Golf Course Management Fee (4)
$ 30,000
Reduction In SCE lease payments
$ 6,000
Increased Pro Shop Operating Profit (4)
S 36,500
Increase in rounds played (5)
S 98,400
sub -total
$ 348,900
(1) please note participation rent amount only Includes the floor of$200K, city Is enitled to percentage of gross sales which may exceed the floor amount
(2) analysis assumes city to sub -lease restaurant to new operator at $48 PSF NNN
(3) night lighting figures taken from Proforma Advisors report which ranges from $65K -$85K, analysis assumes mid -point
(4) metrics provided by city accounting department and presented to city council In 2013, operating profit attributable to expense reductions (utilities, parking area costs)
(5) analysis assumes a 20% Increase in the 2017 actuals provided. National Golf Foundation study shows Topgolfs positive Impact on green grass visits
1) The leasehold interest would only include the +/-10 acres of the Topgolf site and the City
would maintain control of the underlying land beneath the golf course
Flexibility: Topgolf would accept the leasehold interest for the entire 30 acres; however, this
would provide less control for the City in what ultimately goes on that land in the future.
2) CenterCal would develop the golf course improvement plan but the City would maintain
control of the golf course operations thereafter
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Flexibility: If the City would prefer to privatize the operation, Topgolf has extensive relationships
with the top golf course operators around the world. In bringing in a partner, Topgolf would
ensure a synergistic program to complement the Topgolf venue operation.
The Capital Investment contemplates a $5.41VIM redesign of the Lakes at EI Segundo course by world-
renowned golf course architect group, Fry Straka. To date, $3.OMM has been spent on the design,
engineering and entitlements of this plan and CenterCal, as developer, would work with Fry Straka in
the executing the construction. The Topgolf portion of the redevelopment includes a $35MM
redevelopment of the driving range and parking lot area. Upon completion, Topgolf would give the
City the option of who controls and operates the golf course moving forward. Through its extensive
relationships across the world, Topgolf has access to best -in -class operators that could be brought in
to manage and run the golf course operations. However, if the City would prefer to maintain control
of the land and operation, Topgolf/CenterCal would be amenable to serving in the developer role and
turning over the improvements to the City upon completion.
Land Acq. Cost
Budget:
$
245,000
Sitework
$
2,161,008
Vertical Shell
$
1,058,938
Design/Architecture
$
594,036
Soft Costs
$
1,371,741
TOTAL COST
$
5,430,723
*please note golf course improvement budget only includes improvements to the city golf course pare cel only, no parking IotorTopgolf cost included.
If the City decides it does not want to move forward with the golf course improvements, Topgolf
would propose paying $3.3MM to the City as a one-time contribution along with the plans for the Fry
Straka design in the event the City ever wants to move forward with it in the future. This one-time
contribution amount equates to the golf course redesign, net of the amount spent to date.
Annual Ground & Participation gent:
The annual ground rent in the table above represents a summation of the Year 1 base rent plus
participation rent. Year 1 base rent is proposed at $1.3 million and will escalate 10% every 5 years.
The participation rent is calculated as 3% of beverage sales with a minimum floor of $200,000 per
year. For the purpose of deriving a total value, we used a conservative estimate of the $200,000
minimum threshold.
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Annual Fund Contribution:
Topgolf is a lifestyle brand that promotes an active lifestyle, health, education, and group
participation/engagement. In keeping with this, Topgolf proposes partnering with the City of EI
Segundo to further this mission. As part of its annual economic package, Topgolf would like to
contribute $200,000 annually towards a fund that will be controlled and managed by the City of EI
Segundo. Use of the funds will be geared towards creating new, and improving existing, community
assets that promote civic engagement, well-being and education.
Below is breakdown of the 20 -year lease schedule and payments:
20 Year Total 1 $ 38,166,500
(1) please note participation rent amount only includes the floor of $200K, city is enitled to percentage of gross sales which may
exceed the floor amount
Annual Business License Credit:
Topgolf agrees to waive it's right to the annual business license credit which is estimated at
approximately $56,000.
Special Hours & Pricing:
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M'Mase
$
Rent
1,300,000
Percentage
$
Rent (1)
200,000
Fund Contribution
$
200,000
Total
$
1,700,000
Year 1
Year 2
$
1,300,000
$
200,000
$
200,000
$
1,700,000
Year 3
$
1,300,000
$
200,000
$
200,000
$
1,700,000
Year 4'
$
1,300,000
$
200,000
$
200,000
$
1,700,000
Year 5
$
1,300,000
$
200,000
$
200,000
$
1,700,000
Year 6
$
1,430,000
$
200,000
$
200,000
$
1,830,000
Year 7
$
1,430,000
$
200,000
$
200,000
$
1,830,000
Year 8
$
1,430,000
$
200,000
$
200,000
$
1,830,000
Year
$
1,430,000
$
200,000
$
200,000
$
1,830,000
Year 10
$
1,430,000
$
200,000
$
200,000
$
1,830,000
Year 11
$
1,573,000
$
200,000
$
200,000
$
1,973,000
Year 12
$
1,573,000
$
200,000
$
200,000
$
1,973,000
Year 13
$
1,573,000
$
200,000
$
200,000
$
1,973,000
Year 14
$
1,573,000
$
200,000
$
200,000
$
1,973,000
Year 15
$
1,573,000
$
200,000
$
200,000
$
1,973,000
Year 16
$
1,730,300
$
200,000
$
200,000
$
2,130,300
Year 17
$
1,730,300
$
200,000
$
200,000
$
2,130,300
Year 18
$
1,730,300
$
200,000
$
200,000
$
2,130,300
Year 19
$
1,730,3001
$
200,000
$
200,000
$
2,130,300
Year20
$
1,730,3001
$
200,000
$
200,000
$
2,130,300
20 Year Total 1 $ 38,166,500
(1) please note participation rent amount only includes the floor of $200K, city is enitled to percentage of gross sales which may
exceed the floor amount
Annual Business License Credit:
Topgolf agrees to waive it's right to the annual business license credit which is estimated at
approximately $56,000.
Special Hours & Pricing:
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Topgolf will be open outside of normal operating hours, opening at 6:00am, for EI Segundo Recreation
& Parks members to utilize the first level of the venue at a price comparable to other area driving
ranges.
o Monday -Friday: $10 per bucket of balls from 6AM-12PM
o Saturday -Sunday: $10 per bucket of balls from 6AM-9AM
Topgolf has previously approved the 23,000+ free hours annually to EI Segundo Recreation & Parks
Department and is open to discussing further programming of the venue that will ensure the
ongoing success of the instructional programming as well as junior golf initiatives.
Additional City Perks:
Topgolf will offer 10% game play discount to veterans and active -duty military, fire, police and EMS
personnel. Additionally, Topgolf has a Youth Play It Forward campaign to inspire participation and
interest in the game of golf. High-school golf teams as well as charities that support youth
mentorship, leadership and empowerment can play at Topgolf for free Monday -Thursday between
9AM-5PM.
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H. Access to Capital
Funded by equity investors, including West River Group, Providence Equity, Thomas Dundon,
Callaway Golf, and Fidelity Research and Management, and term loan debt, Topgolf has significant
capital to finance projects. In December of 2017, Topgolf closed on an equity raise led by Fidelity
Research and Management and significant participation from existing investors. In August of 2016,
Topgolf closed on a $175 million term loan, as well as an additional $100 million undrawn revolver.
Topgolf also supplements our corporate liquid with REIT financing on projects where available.
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XI. References
CenterCal:
■ City of Long Beach (Long Beach, CA) — Mayor Robert Garcia, 333 West Ocean Boulevard, Long
Beach, CA 90802, Phone (562) 570-6801
• City of Concord (Concord CA) — Mayor Edi E. Birsan, 1950 Parkside Drive, Concord, CA
94519, Phone (925) 671-2489
• City of Farmington (Farmington, UT) — Mayor Jim Talbot, 160 South Main, Farmington, Utah
84025, Phone (801) 451-2383
■ City of Tualatin (Tualatin, OR) — Mayor Lou Ogden, 18880 SW Martinazzi Avenue, Tualatin, OR
97062
• City of Meridian (Meridian, ID) — Mayor Tammy de Weerd, 33 East Idaho Avenue, Meridian,
ID 83642, Phone (208) 888-4433
■ Wells Fargo (San Francisco, CA) — Ivane Tat, Vice President, Commercial Real Estate Office,
420 Montgomery St, 6th Floor, San Francisco, CA 94104, Phone (415) 947-5672
■ Wells Fargo (San Francisco, CA) — Cynthia Wilusz Lovell, Executive Vice President, Real
Estate Banking Group, 600 California Street, 19th Floor, San Francisco, CA 94108, Phone
(415) 975-7630
• US Bank (Portland, OR) —Ann Young, Senior Vice President, Oregon Market Manager,
Commercial Real Estate Office, 111 SW Fifth Avenue, Suite 700, Portland, OR 97204, Phone
(503) 275-8679
• US Bank (Portland, OR) — Mary Kathryn (M.K.) Long, Senior Vice President, 111 SW Fifth
Avenue, Suite 700, Portland, OR 97204, Phone (503) 275-3013
• JPMorgan Chase (Irvine, CA) — Matthew Felsot, California Market Manager, Real Estate
Banking, 3 Park Plaza, Suite 900, Irvine, CA 92614, Phone (949) 833-4059
• JPMorgan Chase (Los Angeles, CA) — Kenya Williams, Executive Director, Real Estate
Banking, 2029 Century Park East, 38th Floor, Los Angeles, CA 90067, Phone (310) 201-7896
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Topgolf:
41 City of Webster (Webster, TX) —Topgolf opened its Webster venue in the fall of 2015. The City
of Webster can attest to the positive economic impact of Topgolf in its community. Contact:
Available Upon Request (withholding to protect confidentiality of reference's contact
information)
City of The Colony (The Colony, TX) —Topgolf partnered closely with the City to open its Topgolf
Colony venue in late 2013. The City can attest to Topgolf's developmental and operational
expertise. Contact: Available Upon Request (mayoral support letter included in Appendix D)
• City of Overland Park (Overland Park, KS) —Topgolf opened its Overland Park in 2015. The City
of Webster can attest to the positive economic impact of Topgolf in its community, Contact:
Available Upon Request (mayoral support letter included in Appendix D)
• EPR Properties (Kansas City, MO) — EPR has been a financing partner to Topgolf since 2007,
when Topgolf opened its location in Dallas, Texas. Since then, EPR has provided financing on
more than 25 Topgolf venues, and continues to support Topgolf's growth trajectory as financing
partner. Contact: Available Upon Request (withholding to protect confidentiality of reference's
contact information)
• Disney Institute (Lake Buena Vista, FL) — Disney Institute worked with Topgolf to implement an
engagement program to enhance its customer service. The Disney Institute can speak to Topgolf's
commitment to excellent in operations and hospitality. Contact: Kelly Fuhlman, Account
Manager; Address: 1601 Pine Hills Lane, Corinth, TX 76210; Telephone: 817-845-3611
Additional support letters from the PGA Tour and municipal officials associated with previous
developments are provided in Appendix D.
CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE
441 Page
708
XII. Appendices
Appendix A. Menu and Proposed Pricing
Topgolf's menus change several times a year, dictated by the availability of fresh, in -season produce.
All items are cooked to order, and appeal to a diverse palate. Prices are comparable for similar menu
items currently offered to EI Segundo patrons. Prices do not reflect Heroes discount of 10% honored
for military (active duty and veterans), police, fire, and EMS personnel with valid I.D.
CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE
451 Page
709
SEASONAL SELECTIONS
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CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE
46 1 Page
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CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE
471 Page
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CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE
471 Page
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CON FIDENTIALTO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE
49 1 Page
713
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CON FIDENTIALTO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE
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Al)pendix C. Guest Feedback
st
I
maegen ripley 2h
I have now been to TopGolf Tucson on two very
different occasions. The first visit we had a good
time and then there was an issue that arose after
the fad. I was able to speak with management in
regards to the issue that we had and thankfully they
were able to make it right and more than make it up
to us! We went to TopGolf on Friday for my mother's
birthday and we had an awesome time! Patrick
was awesome at keeping the drinks coming and
making sure he was checking in with us to make
sure we didn't need anything. Noah was great just
going above and beyond to make sure my mom
was happy and having a good time for her
birthday 11 have to say thank you to Steven for
arranging us to have such an awesome time! I am
sure we will be back again! Thank you all for
making mom's birthday awesome!
Review
? Topgall Tucson
® May 07 2018 08:30 AM
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d♦
ankush shah 10h
Nice dac , With and inlnfid ctnsr. Good
t7 pla to catch up with friends and beer and get
some practice shots.
Review
N Topgnit Orlando
jM M a -i 06 20 I � 11:53 PM
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718
8+ nancy nelson 11h
Great time, friendly helpful staff
1
Review
1A fopgo!1 Tampa
f.1ay Ob -018 11 30 PM
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v+ lellssa conordanorrow 13h
So I booked a party for my sons graduation. From
the start Holly was walking me through
the whole process. We arrived at f pm and were
greeiea oy Dani who was m(„u .nan netpne WL
instruchw and answering multiple questions. The
food came out promptly and was mnra th—
enough (planned party). We had some issues with
the machine a few times but jen the manager
care of it and even extended our time tc
accommodate the loss in play time. Everyone will
have a great time our 2 yr old grandson had a
blast, the young adults were constantly entertained
and even this older fellow had a good time. I would
inhly reco-- whether your a golf fan or not
Whether a day out or for a party you carni go wrong
they will take great care of you.
Review
a� Topgoff Tampa
May 06 2018 09:18 PM
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551 Page
719
Todd Stowe fah
Topa olf
jL 0 The overall experience from the hostess greeting
us to the girl that checked us in on Sal 515118 and
our waitress at our bay 301-302 was absolutely
awesome! Top notch customer service all the way
around! Must be a well trained company hiring
awesome people. Will definitely be going back.
Had a blast!
Review
1A Topgolf Overland Park
® May 06 2018 08 25 PM
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James M 17h
Graduation party
So I booked a party for my sons graduation. From
the start Hollv was 'jonderful walking me through
the whole process. We arrived at 1 pm and were
greeted by Dani who was more than helpful with
instructions and answering multiple questions. The
food came out promptly and was -- than
enough (planned party). We had some issues with
the machine a few times but Jeff the manager took
care of it and even extended our time to
accommoda. ie loss in play time. Everyone will
have a great time our 2 yr old grandson had a
blast, the young adults were constantly entertained
and even this older fellow had a good time. I would
highly recc%• whether your a golf fan or not.
Whether a day out or for a party you can't go wrong
they will take great care of you.
Review
fATopgolf Tampa
S May 06 2018 05.15 PM
:. Set Message Properties
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561 Page
720
Summer Davis Dart 19h
Topgotf
My husband and I went to Topgolf on a whim to
check it out because it just looks cool from the
freeway! So last minute on Friday night I made
reservations and we drove from Fort Wayne. When
we arrived we were immediately greeted and were
directed exactly where and what we needed to do
to check in and gel started! No wait whatsoever!
The man ( don't remember the name) helped us get
set up at our bay and the waiter came to us
immediately and took our order. We had food and
drinks which were all excellent and not loo pricey
for he amount of food we got! It was our first time
there and I despite not having any sort of golfing
skills I had so much fun and made unintentional
points! My husband is a golfer and loved the
games and atmosphere! When we were finished it
was quick and easy to pay and go. As we walked
out we were already talking about coming back with
a group or our kids! It is definitely a family friendly
More
Review
4A Topgoll Fishers
® Uay 00 2015 02 56 PRI
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0
rosy mendoza t.
A * A A A
Creat tane I Extremely nice -Iaff anc tire. lo.d
was delicious,
%!jy (Vi 2(t IP Al 44 OM
4 7
58 1 P a g e
722
# Ws ash td
Cod place to hangout and eryoy. Great
service and food quality Is amazing. Best
Golf place ever!!!
Review
f.SQfl
9aElizabeth Sloop Searle td
Topgotf
I had a golf lesson with Kevin on Thursday. My
husband and I got there about 30 minutes
early so we decided to have some drinks and
appetizers. L-.�i,.,. was 3,y irienaq and
—n ice was �•��*, from the person who
greeted Is at the door (and told Keven we were
there), to the person who said good night as
we were leaving. The : In the restaurant
was Treat and several :ers took care of
since we sat In a section for which the
regular server was on break. As soon as she
was back, she stopped by and introduced
herself and made sure everything was correct.
The lesson with was , and we
Immediately purchased the training package
after my first lesson. We stayed afterward and
played for an hour, and since my husband got
on the list for a bay while I was In my lesson,
we didn't have to waft at all.
More
591 Page
723
Parnela Broderick 1d
Topgolf
Amazing place. Great servioe and the food
W88 de6sh. Definitely WE come back.
Review
{ Topgolf Scottsdale
® May 05 2018 06:45 PM
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stephanie scoff 2d
We went at Bam on Saturday as a family with 3
$ children and loved it. Great service and
staff, and quite dean
Review
. ibert
®+ , 01801:38 PM
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Macey Reade Cox
Topgolf
We had a great eMerience at Top Golf, VA
Beach. reat service . & NO WAIT I
N TopgO Virginia Beach
ro May 05 2018 12 24 ALI
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724
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14
A
tristan fisher 3d
k
Great Food and servic , they checked up on
us often to see how everything was
r ,W0i
N �L•Il tl1�1 .�110f1
Y
Itt� h1a; 04 'U Iii US OU 1I'M
`SCI P,1Ce•s,�rl�• ILr,iia?IluS
Iii (D(;�.'i i!4.ji'i iii° Ilu
blaker giron 3d
it dr r4 ,k A
First time and It was a blast Company event
but I have been meaning to visit Top Golf since
it opened last year in May. The experience
was great, food, service and of course the
golf rang. Our company paid for mostly every
except alcoholic beverages. There price were
not expensive at al. They did have $5 Modelo
pints and $5 margaritas. Topgolf is a definite
must. Highly recommend it.
Review
®L+•�, ; ot8 04:09 PM
S2 Set Message Properties
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U Rae Welsert 4d
TOWN
What a Intask place! Great service and
people. THANK YOU, TOP GOLFI
611 Page
725
terry rnoffit
Great seivice well trained -,tafi and fun
David Bracey
DTopgolf
The :;mvioe was rl,em We had a gre,-1
I nuly m iting_
r
�+ chris krause 4c
. - } r
I un pkir.F�, and Irivndty
jL interactive technology, {food drank & tool. A
bit pricey but laralify is r, omi and wF;ll-
irmintIrm-wd .
Re neva
%4 Topgolf Loudoun
May 03 201 E 11 20 ANI
Set Message Pioperfies
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621 Page
726
�+ adam forgacs 5d
Great place to have a good time with
friends. Service is great (Haylee was
awesome). Food is good and good times
were had If your in Nashville check this place
out
Review
N Topgolf Nashville
® May 02 2018,06 25 PPA
Sell Message Pfoperi,es
Sel Piofle Properties
.. .. �. Ii
I
91 SanAntonioTrivia 5d
You know who has an insanely great menu,
great service, an amazing facility, and a
Trivia game tonight? The Pod Restaurant that's
who! Northsiders, get over there!!
And if you're in Alamo Heights, check out the
true English pub menu with a Texas Twist, with
a full and well served bar, -along with the trivia
of course- at „e Winchester 1
Don't forget the brand new show at Topgolf
but how could you?
All your Wednesday faves are ready for you
tonight!
V
TC LF
63 1 Page
727
Appendix D. Support Letters
Jay M—I...
('n�ufrriarur
October 3, 2017
EI Segundo City Council
City of EI Segundo
350 Main Street
EI Segundo, CA 90245
Re: Topgolf (.4b•Ic/ly C'onfidenlial)
Dear City Council:
For the past five years, Topgolf has been working to bring a new golf entertainment venue to the
El Segundo area. The proposed location - The lakes at El Segundo - is a special place in the local
community.
The Recreation and Parks (R&P) Department's core values focus on providing affordable
opportunities to play and learn golf in a safe and family friendly outdoor environment. The nine -
hole golf course and driving range have allowed the R&P to serve EI Segundo and its neighbors
in this way for many years. Recognizing this importance of this place to the community, Topgolf
has worked with the EI Segundo community and city staff to design a new golf course and
implement an operations plan that will complement the existing R&P programs as well as continue
to grow the game of golf.
As the sport evolves, the PGA "FOUR continues to search for new ways to attract the next
generation of golfers. As an innovative leader in the golf community, Topgolf is introducing
millions of people to the sport every year through its fun and friendly atmosphere, interactive
games and programming for all ages and skill levels. The PGA TOUR is further impressed by
Topgolf s commitment to serving its communities through its free Youth Play It Forward program,
sponsored school Spirit Nights and numerous other charitable contributions.
We are a proud Topgolf partner, and hope that EI Segundo will join us in embracing this concept
that is both advancing the game of golf and making an impact on so many communities nationwide,
Sincerely,
&Moahran
PnA TOUR
ut 11GATOLIR Iloubva ul PonleWJ-N.cIt JL )JO13
9-4,37.3301 frf
p[:J1T I rL4t COr't
lollelher, an rlhln,l'1 �anlUl e.
641 Page
728
OVERLAND PARK
K A N S A S
ABOVE AND BEYOND. BY DESIGN,
City Hall • 8500 Santa Fe Drive
Overland Park, Kansas 66212
913/895-6000 • Fax 913/895-5003
www.opkansas.org
April 2018
To Whom It May Concern:
TopGolf has been a tremendous community asset for Overland Park.
Office of the Mayor
More importantly than the added sales tax revenue for the city, TopGolPs presence has
addressed a growing need: providing an experience for our residents and visitors.
A few years ago about 30 officials from our German Sister City visited Overland Park. We
selected Topgolf as one of the entertainment destinations during their visit. Our German
guests were concerned because none played golf, but upon arriving and receiving an
explanation from TopGolf staff members, our international guests quickly took to the
game.
In fact, the German Mayor, who was most concerned about the game's appeal, stated he
was going to try to lure TopGoif to his countryl He also wanted to make sure that the next
time his contingent came to Overland Park for a visit, there was plenty of time for TopGolf.
TopGolf appeals equally to the serious golfer and to those who have never played. It's truly
an experience your residents and visitors will enjoy.
Sincerely,
Carl Gerlach
Mayor
651 Page
729
April 4, 2018
To whom it may concern,
7505 South Holden Street
Midvale, UT 84047
Phone (801) 567-7200
www.mldvaledty.org
We are honored that Topgolf chose Midvale City as their first location in Utah. Offering a unique,
state-of-the-art entertainment option for our residents and visitors, Topgolf quickly established itself
as one of most beloved recreational activities in the Salt Lake region.
Along with creating nearly 450 full- and part-time jobs, Topgolf has been a perfect complement to the
Bingham Junction redevelopment area and has strengthened this neighborhood's position as a top
destination.
Several international corporations are headquartered next to Topgolf. They enjoy utilizing the center
for business meetings, conferences, fine -dining experiences and team building activities.
Local businesses are the backbone of the city's economy. We appreciate Topgolf for their dedication
to our community. Please feel free to contact me at rhale @ rnidvalexnrn or 801-567-7204 if you have
any questions.
5jnce�el,
Mayor obert Hal6
661 Page
730
MARANA "'
OFFICE OF THE MAYOR
April 18, 2018
To Whom It May Concern:
The Town of Marana is honored that Topgolf has chosen Marana as one of their locations. Topgolf
has offered an unforgettable experience for our residents, businesses, friends, family and visitors.
Each of their venues feature fun and competitive golf fames for all ages, climate -controlled playing
"bays" similar to a bowling lane, an impressive food and drink menu, private spaces for groups of
any size, HDTVs to watch the big game and a music selection that will make every visit feel like a
party.
Topgolf offers a unique experience for all. It appeals to the serious golfer and to those who have
never played.
Topgolf has created many full and part-time employment opportunities for our residents and of
course bringing In tax dollars is a plus,
It's truly an experience that residents and visitors enjoy.
Sincerely,
Ed Hone.
Mayor
11655 WEST CIVIC CENTER DRIVE I MARANA, ARIZONA 66663 / (520) 362-1900 / FAX: (520) 382.1901 I MaranaAZ,gov
671 Page
731
F
HUNTSVILLE
Tommy Battle
Mayor
April 11, 2016
To Whom It May Concern:
Topgolf came into our community and engaged quickly with our constituents. As a community
partner, they have played a key role in the revitalization of one of our premier economic
corridors.
From our first conversations drough the opening of its facility, we have found Topgolf9 staff to
be professional and community -oriented.
We know Topgolf is an asset for our community and we value its presence here.
Sincerely,
Tommy Battle
Mayor
The Star of Alabama
P. 0. Box 308 • HuntrAlle, AL 35904.0308 - Phone 256-427-5000 - FAX 256-427-5257
huntsvlllosl.Qov
681 Page
732
C THE
QLON� Mayor Joe McCourry
The Colony City Council
csgyd.
972-625-1756 • tcmayor@thecolonytx.gov
April 9, 2018
To whom it may concern:
Since first opening its doors for business In 2013, Topgolf-The Colony immediately solidified
itself as one our city's primary entertainment attractions. In fact, The Colony's growing
reputation as a "destination city" has been built, in part, by Topgolf s decision to plant roots in
our community.
But Topgolf is not just for our visitors, of course. It Is a huge draw for our residents, too, who
appreciate having such a first-class family venue so close to home. Driving through the city on
the nearby freeway, you can't miss seeing the bays loaded with players any time of day, any
day of the week— any time of the yearl
Whether it's the great food or the fun and games, we are grateful to have Topgolf as a partner
In both economic development and community engagement.
Sincerely,
/OrThe
' 6
e McCourr
Molony, Texas
691 Page
733
SAN ANTONIO CHAMBER
OF COMMERCE
Prap ailing 6aslnne Saereu
April 25, 2018
8750 N. Central Expressway Suite 1200
Dallas, TX 75231
To Whom it May Concern:
Topgolf San Antonio has been a valuable member of the San Antonio Chamber of
Commerce since 2014. In that time, they have been an amazing partner and have
assisted us in several membership and networking events. All of these events help
promote a wonderful camaraderie among our Chamber Members.
Their continuous membership helps the growth of our organization and community.
Topgolf is listed in our online membership directory and receives numerous referrals
from visitors and locals alike.
It is with great pleasure that we have watched Topgolf come into our city and thrive the
way it has.
Regards,
Richard Perez
Prealdent/CEO
San Antonio Chamber of Commerce
701 Page
734
i
BUSINESS FORWARDo
4 April 2018
Village of Lincolnshire
One Olde Half Day Road
Lincolnshire, IL 60069
Dear Mayor Brandt and Lincolnshire Village Trustees,
I am writing on behalf of Topgolf and their role as an outstanding community partner. Since
breaking ground to opening day, Topgolf has been an exemplary neighbor, community partner
and stellar business.
When Topgolf came to Naperville, they proved to be a great neighbor by connecting with
residents and businesses in the area to make sure that no one was inconvenienced or
negatively affected by their arrival. To date, we have never received a single complaint. Instead,
we consistently hear and witness their commitment to the community and their desire to be a
great neighbor to surrounding businesses and residents.
We have been consistently impressed by the level of professionalism and commitment that
Topgolf has brought to our community. As you know, when new businesses come to town,
there is no guarantee that they will become engaged and part of the community. Topgolf has
made It their priority in Naperville and I am certain the same will hold true for Lincolnshire.
Regards,
744e—
Nicki Anderson
President/CEO
Naperville Area Chamber of Commerce
711 Page
735
CITY OF EL SEGUNDO REQUEST FOR PROPOSALS FOR THE
LAKES AT EL SEGUNDO SITE
RFP # 18-02
June 14, 2018
m
DRIVE SHACK
American Golf
RECEIVED�--//
CITY CLERK'S OFFICE
�/ 41 / 'p > 1.3 s Pl�-7
Page I 1
736
TABLE OF CONTENTS
A. Cover Letter
3
B. Proposed Vision and Project Plan
5
C. Description of Business & Operating Plan
21
D. Statement of Qualifications and Experience
33
E. Staffing Plan & Organizational Chart
35
F. Franchises/Sub-Leases
38
G. Deal Structure and Terms
39
H. Capital Improvement Plan
41
L Access to Capital
42
J. References
43
K. Affidavit/Agreement
44
Page 12
737
A. COVER LETTER
June 14, 2018
Sarah Watterson
Chief Executive Officer, Drive Shack Inc.
dba Drive Shack El Segundo LLC
111 W 191h Street, Floor 8
New York, New York 10011
RE: Request for Proposal #18-02
Dear Ms. Petit,
Drive Shack is pleased to submit our response to the City of El Segundo's Department of Recreation and Parks'
("City") request for proposals for the operation and renovation of The Lakes at El Segundo site. We are incredibly
excited at the prospect of working alongside the City to reimagine the existing driving range through the
development of Drive Shack El Segundo, while also providing an excellent traditional golf experience through
enhancing and continuing to operate the newly -renovated 9 -hole layout. Through the ownership of Drive Shack
Holdings and American Golf Corporation, we are the only company in the world that can offer a wholly owned
and fully integrated golf entertainment range operation and traditional golf course management, which we outline
through our proposal. [aur proposed development includes: 1) over $25 million of planned investment, Z)
delivers over 4001 ear --round Oohs. 3 provides a minimum base ren( of more than $70 milliolr to the Cit
over our proposed 50-vear lease term and 4) provides a unique sports recreation outlet for El Segundo
residents and visitors of all a es and abilities.
Through the development of Drive Shack El Segundo, we will operate a year-round sports entertainment
destination that combines golf, dining, competition and fun. This driving range venue will feature 102 climate -
controlled hitting bays where friends, family, coworkers or complete strangers can play tech -powered golf games
while using complimentary TaylorMade golf equipment and enjoying our signature menu of diverse food and
beverage options. Our Drive Shack venue, which will also service the newly -renovated 9 -hole course, will be
home to a restaurant area, outdoor terrace, game lounge and event spaces. Our employees will curate and support
a compelling, unforgettable customer experience that will keep non -golfers and golfers coming to El Segundo all
yearlong.
In addition to the development of Drive Shack El Segundo, we are eager to enhance and operate the existing 9 -
hole Lakes at El Segundo course. Through both a course redesign and on -course improvements detailed in this
proposal, we intend to spent) nearly $1.5 million over time to enhance the golf course experience. The golf
course operations will be run by American Golf Corporation, a wholly owned subsidiary of Drive Shack Inc.,
which has operated golf courses across the United States for nearly 50 years and currently owns/operates 74
courses across the country. American Golf serves 4 million visitors each year, including 1.6 million visits that
come from the 21 courses we operate in Los Angeles County alone.
Furthermore, American Golf has been a trusted operator for many municipalities across the country, including
Los Angeles County, over the past three -plus decades. In fact, we currently operate 9 Los Angeles County owned
golf facilities, including: 1) Chester Washington Golf Course, 2) Maggie Hathaway Golf Course, 3) Diamond
Bar Golf Course, 4) Knollwood Golf Course 5) Lakewood Golf Course, 6) La Mirada Golf Course, 7) Los Verdes
Golf Course, 8) Mountain Meadows Golf Course and 9) Whittier Narrows Golf Course, our newest Los Angeles
Page 13
738
County addition, for which we were awarded a lease in March 2015. We have successfully completed over $20
million of renovations and enhancements to our original 8 Los Angeles County courses over the past 5 years to
improve the golf, food and overall user experience at each of these facilities. These improvements and other
strategic management initiatives have not only resulted in an enhanced visitor experience, but have also
financially benefitted Los Angeles County. Over the past 5 years alone, our commitment to great customer
experiences has helped drive revenue growth at these courses by 15%. We are in the process of completing a $3
million renovation to the Whittier Narrows facility. Since taking over operations of this course in 2015, American
Golf has increased revenue by 11 % and revenue is expected to grow by more than 45% upon completion of this
renovation. In addition to consistently fulfilling our rent and capital investment obligations, American Golf is also
proud to be a dedicated supporter of the Los Angeles County Junior Golf Association, the First Tee of South Los
Angeles and Pasadena, Western States Golf Association, Los Angeles Department of Parks and Recreation Golf
Summer Programs, Special Olympics and many others. We are confident that our deep local knowledge, plus our
vast industry experience we derive from operating 74 golf courses nationwide, puts us in the unique position to
bring an innovative sports concept to The Lakes that preserves the focus on golf, but is enjoyed by a broader
audience.
If awarded the lease, The Lakes at El Segundo will be home to a top -tier sports complex for residents and visitors
that will be professionally managed with the same high level of commitment and operating standards as the other
facilities operated by our company's combined 5,000 employees, 1,200 of which work in Los Angeles County.
Throughout this response, we detail our plans and qualifications to provide a traditional and entertainment golf
experience that will create a unique recreation hub for residents of the City and the surrounding area.
In closing, with our American Golf headquarters located just a few blocks from this site and having such strong
roots in Southern California, we are eager to grow our relationship with the City to transform the future of this
incredibly iconic property. If selected, we will expeditiously work alongside the City and other constituents to
complete any required approvals and build a high-quality facility that will enhance The Lakes at El Segundo and
the surrounding area. We believe this venue can be incredibly transformative and we are confident Drive Shack
is the right partner to help make this transformation a reality.
Very truly yours,
Sarah Watterson
CEO and President, Drive Shack Inc.
Cc:
Paul Ballam
American Golf Corporation
909 N. Sepulveda Blvd.
El Segundo, CA 90245
739
Page 14
B. PROPOSED VISION AND PROJECT PLAN
As mentioned above, we will be building an active sports and recreation destination that combines golf,
competition, dining and fun. With expertise running both traditional and entertainment golf operations, we feel
Drive Shack plus American Golf is the perfect team to bring this vision to life.
Drive Shack El Segundo (Range & Clubhouse) Vision
We will completely rebuild and replace the existing clubhouse and driving range with a three-story Drive Shack
facility, which is a best -in -class recreation venue centered on golf games that are accessible and appealing to all,
regardless of age or ability. The new facility will feature 102 climate -controlled hitting bays that each hold up to
6 people. The venue will house all the specific support services for the operation of The Lakes golf course and
the Drive Shack facility plus will have corporate and group event space to cater to outings and parties and a
rooftop terrace with food and beverage service throughout. Drive Shack is the perfect recreation venue to enjoy
the best aspects of the sport of golf, but off the course.
Unlike standard driving ranges, Drive Shack's technology -led game experience allows us to track the flight of a
visitor's ball and layer that digital footprint over our own gaming platform. Drive Shack El Segundo's guests will
be able to play various technology -enabled games that allow them to practice, compete and engage with other
players. The flight of the shot is not virtual—Drive Shack El Segundo's guests will be hitting real golf balls into a
real 200 -yard outfield. For skilled golfers, our technology can track the ball beyond the length of the outfield and
inform users of their shots. We have taken the traditional golf driving range and improved the experience via
cutting edge technology to make the sport of golf more exciting and accessible to visitors of all ages and skill -
levels.
Dining at Drive Shack is full of options to address the quality, variety and price -points to appeal to a wide range
of guests, offering elevated grill fare with diverse specialties and various value -priced options. We also offer a
selection of signature beverages crafted to complement our food menu, which highlights a diverse offering of
traditional, specialty, healthy and value -oriented options. Our full food and beverage menu is available
throughout Drive Shack, from the restaurant to the outdoor lounge and, most importantly, to each of the 102
hitting bays where we offer full-service food and beverage services. This gives our visitors the freedom to enjoy
their experience the way they choose depending on whether they come for a quick lunch break after playing the
9 -hole course on Wednesday or to enjoy a family outing on Saturday.
We developed and currently operate a similar Drive Shack venue in Orlando, Florida (as depicted through the
pictures below) and are building venues in Marietta, Georgia; New Orleans, Louisiana; Raleigh, North Carolina;
Richmond, Virginia and West Palm Beach, Florida.
Page 15
740
CONCEPTUAL SITE PLAN & RENDERINGS
09:
�� � i4TTITfi aTTTTTi� � [� ��r r . I� � � •�. �,
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ix
46
Page 16
741
Main Lobby: Guests arriving at Drive Shack enter a vibrant lobby looking onto our signature driving range. The
registration area services guests coming for all purposes, such as a scheduled event, a golf course tee -time or to
participate in an hour of Drive Shack BayPlay with friends and family. Here, guests arriving for an event will
be escorted to one of our event areas; guests arriving to play The Lakes 9 -hole course will be shown to either
the first tee or a practice area; and finally, guests visiting to enjoy the state-of-the-art, customized golf games
will sign up and reserve a hitting bay.
742
Page 17
Hitting Bays: Hitting bays are located on all 3 floors in flexible seating configurations with couchcs or tables to
accommodate group sizcs ranging from a single golfer to dozen person -plus groups in multiple bays. Each bay
will have complimentary TaylorMade golf clubs, TVs and screens to play the interactive range games. The
technology in each hitting bay caters to all ages and skill levels ranging from advanced golf analytics that PGA
Tour Pros use, to fun novice games where advancing the ball is enough to participate. The hitting bays overlook
a 200 -yard driving range with light -activated shapes that serve as targets in our fun and cutting-edge golf games.
743
Page 18
Event, Restaurant and Spectator Spaces: When not in a hitting bay, Drive Shack has various spaces for golf
course patrons, visitors waiting for hitting bays and general spectators to dine and relax as well as places to host
birthday parties, corporate events or social gatherings.
The primary event space is on the first floor of the facility. With the ability to accommodate —150 people in the
space, we can host a variety of different groups, ranging from corporate events to fundraisers for community
organizations to youth birthday parties.
While the full menu is available throughout the facility, the restaurant on the 2"d floor provides a modern, dining
experience with views of the competition at the bays, the 9 -hole golf course or flat -screen TVs that line the
restaurant and bar area.
744
Page 19
Moving up to the 3rd floor, the stunning rooftop is a perfect spot to unwind. Equipped with couches and firepits,
Drive Shack offers full menu service on the roof and will occasionally feature live music.
Gaming doesn't stop if you leave the course or the bays. Drive Shack's Yd Floor Game Lounge, which will
include but will not be limited to, Pop -A -Shot, Shuffleboard Golden Tee and Skee-Ball, can be enjoyed by visitors
to the space.
Page 110
745
Proposed 9 -Hole Golf Course Vision
As one of the largest golf owners and operators in the United States, we are excited to provide a remarkable
traditional golf course experience for residents and visitors of El Segundo and the surrounding area. We intend to
remodel the current golf course to allow for the development of the new Drive Shack facility and enhance the
traditional golf experience. We have engaged Casey O'Callaghan of Casey O'Callaghan Golf Course Design,
located in Costa Mesa, to work with us to design this remodel.
The modifications to the golf course address the playability, aesthetics, enjoyment and maintenance that will
benefit golfers of all abilities. The length of each golf hole has been evaluated in the design process to ensure that
the holes vary in length to allow golfers to use a variety of clubs throughout the golf course. The new putting
greens on the proposed 3rd and 9th Holes blend seamlessly with the existing golf course while taking advantage
of the beauty of the existing lakes. These new greens will be designed and constructed to look, feel and play like
the existing greens on the golf course. Furthermore, the new tees and greens will allow the maintenance staff
options for creating multiple pin placements on the greens as well as the ability to move the tee markers daily to
ensure well -manicured tee complexes.
The new practice areas at The Lakes at El Segundo include a large 9,000 -square foot practice putting green as
well as a 5,600 -square foot short game green. The intent is to create a first-class practice area for the golfing
public, youth development and golf course instruction. The new practice putting green will be designed to allow
golfers to practice the various putting conditions they will encounter on the golf course. Furthermore, the green
design will allow for the flexibility to create an exciting 9 -hole putting course for tournaments and events. The
short game green complex has been designed to allow golfers to practice various chip shots and sand bunker shots
they may encounter on the golf course. The combined addition of a new dynamic putting green and new short
game green complex will be a strong addition to The Lakes at El Segundo.
Page 111
746
Current Course
Comments / Notes on Changes
Supporting parking lot will take the place of the current I" Hole
Proposed
Course
I" Hole
Parking Lot
21d Hole
The course will begin on this hole, tee box will be redone
V Hole
3rd Hole
No structural changes, but the current 3rd Hole will now be the 2"d Hole
2"d Hole
Start of 411 Hole
4" Hole will be split into two Par 3s, 3" Hole will have newly constructed green
311 Hole
End of 41h Hole
411 Hole will be split into two Par 3s, 411 Hole will have newly constructed tee box
4" Hole
51h — 71 Holes
No structural changes
51h — 7`h Holes
811 Hole
A bunker will be added to the backside of the 811 green (Per Exhibit G in the RFP)
8" Hole + New
Bunker
91h Hole will have a newly constructed green. Just east of the northern edge of the parking lot will
9" Hole + New
be a new, 9,000 -square foot practice putting green. In the area between the new 1 5t Hole and the
Short Game
9" Hole
new practice green, a comprehensive short -game green will be constructed (Per Exhibit G in the
Area +New
RFP). Lastly, the tees supporting the 91h hole will be pushed back because the netting at the back
Practice Putting
of the range of the newly constructed Drive Shack range will fully protect the tee -box
Green
Page 112
747
r"
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jolt
oil It III
Illim
! Proposed Site Plait
�q. (Drive Shack EJ Segundo
r - & 9 -hole Go yCourse)
Additional On -Course Ininrovement C:ayital Ewenditure Plan:
Other planned course improvements to benefit the overall traditional golf experience at The Lakes include:
■ Renovating all remaining bunkers including sand and drainage
• Assessing the 2 remaining lake liners and repairing as needed
• Laser -leveling the remaining tee -boxes to be uniform with the newly constructed tee -boxes
■ Replacing the irrigation central control system
• Replacing irrigation heads and valves ongoing as needed
• Replacing course amenity packages
• Adding a bunker behind 8`h green
• Upgrading the maintenance equipment on a phased -in basis
• Select tree trimming and pruning as -needed to remove dead branches and improve air -flow
■ Netting repair at 3rd tee and 6th tee
Furthermore, we will continue to operate the current clubhouse structure, which will continue to serve as the home
to the starter counter, pro shop and dining area while the Drive Shack El Segundo venue is being approved,
entitled and permitted. As we will be addressing all the clubhouse improvements requested in the RFP (and more)
with the construction of the Drive Shack main "clubhouse" building, we do not plan to make major changes to
the existing structure. This structure will be demolished and replaced during the construction of Drive Shack, All
the services for a golfer to check-in, buy a sleeve of balls, grab a bite or hit balls at the range will be provided in
one convenient location within the Drive Shack building.
Land Use & Environmental Ammovid flan:
As previously described, Drive Shack's proposal for the continuation of the golf course and driving range uses
is consistent with the recreational and open space uses allowed under the applicable General Plan Land Use
Element's land use designations, principally Parks, other than the 3.64 -acre SCE "strip" designated Open Space,
as well as the Open Space (O -S) Zone. The proposed development does not include changes in the 3.64 -acre
SCE "strip"; thus, the use in that space would continue to comply with the designation as well.
A key objective of the proposal is to optimize the layout and configuration of The Lakes site for the
complementary golf course and driving range uses. As for the proposed development and improvements, the 9 -
hole golf course would be slightly reconfigured and enhanced with new practice areas, but otherwise unchanged.
The driving range portion of the site would feature a new three-story, approximately 65,000 square foot
indoor/outdoor clubhouse to house all support facilities for the operation of the golf course, the 102 -driving
range hitting bays and related amenities including dining and event space. The joint parking areas would be
located within the driving range parcel. The two existing parcels would be realigned to be co -extensive with the
golf course area and the driving range area.
As the proposer, Drive Shack El Segundo LLC will be responsible for obtaining all the necessary entitlements
for the project plan. This is something our team is very comfortable doing, having successfully entitled multiple
venues throughout the past year alone. In light of the fact that the City has previously engaged in a CEQA review
and land use process for a golf course and driving range proposal, it is understood that the City and the
community will have specific goals and objectives that may guide the entitlements process for the project plan.
Among those goals would be transparency and active public participation. Drive Shack is committed to
coordinating closely with City staff to identify those considerations at the outset and to devise a process that
would fulfill those objectives. Additionally, to the extent deemed beneficial and appropriate by the City, there
may be the ability to utilize the analysis and documentation generated previously to assist in streamlining certain
aspects of the process. By way of example, while the EIR was not certified, certain technical studies and other
materials could serve as a database in tailoring the analysis to the specific scope of the Drive Shack project plan.
Page 114
749
In sum, opportunities exist to capitalize on the work performed previously and to incorporate lessons learned
from that prior process.
While the upgrades to the golf course will not result in significant alterations, the Drive Shack El Segundo
clubhouse facilities proposed for the driving range parcel will exceed the height limits for the O -S Zone. A
Specific Plan would facilitate the formulation of a comprehensive and integrated proposal to best accommodate
the various operational elements, infrastructure and amenities, as they may be refined during the process. It
would also provide the means to adopt standards particularized to the scope of the proposed improvements and
to specify in detail the design attributes.
Based on that approach, the anticipated entitlements would include the following:
1. A Specific Plan consistent with the conceptual plan for the proposed project to define the maximum
allowable development for the driving range parcel and to address in detail the specific elements of the
clubhouse and driving range improvements, the development standards and design guidelines for the
improvements, the layout and location of circulation and parking facilities together with infrastructure and
utilities and administrative provisions;
2. General Plan and General Plan Map Amendments to change the land use designation for the Specific Plan
area from Parks to Specific Plan;
3. A Zone Change and Zoning Map Change to rezone the Specific Plan area from the O -S Zone to Specific
Plan;
4. A Zone Text Amendment to add the Specific Plan to ESMC section 15-3-2;
5. A Site Plan specifying the conceptual layout for the proposed uses and facilities;
6. A Lot Line Adjustment to reconfigure the existing two parcels to match the golf course and the driving
range boundaries;
7. A Conditional Use Permit to allow the on-site consumption of alcohol; and
8. An Administrative Use Permit for review of signage
It should also be noted that third party approvals may include approval of the proposed use by Chevron.
Depending on the scope of the parking facilities and circulation plan, a lease agreement with the West Basin
Municipal Water District for its 0.67 -acre property may be a possibility. In that instance, the General Plan
Amendments and Zone Changes would be expanded to amend the Public Use designation under the Land Use
Element and the Public Facilities (P -F) Zone to Specific Plan.
It is anticipated that the entitlements would be processed concurrently. In accordance with CEQA, the City would
serve as the lead agency for the CEQA review process. In the case of the previous proposed project, the City
conducted an Initial Study, released in September 2016, and determined that an EIR would be prepared. Following
the circulation period for the Draft EIR, the Final EIR was issued in May 2017. The document was not certified.
The EIR evaluated a golf course and driving range project that entailed a similar mix of uses and scope of
improvements, though the scope of the Drive Shack clubhouse and ancillary facilities is somewhat less intensive.
The EIR found that, with the incorporation of certain specified mitigation measures, as delineated in the proposed
Mitigation Monitoring and Reporting Program, all potential environmental impacts would be less than significant.
Based on that analysis, the Drive Shack proposal will incorporate all those mitigation measures into the project,
as proposed in the entitlements applications.
The City as lead agency will determine the type of CEQA review document to be prepared for the Drive Shack
project. Presumably, that determination will take into account the previous CEQA work as well as the community
objectives for the CEQA review process. The previous EIR documentation, when considered in the context of
Drive Shack's proposed project, presents an opportunity to consider the preparation of a Mitigated Negative
Declaration or an EIR. The Drive Shack project is well within the scope of the previous golf course and driving
range project as well as the significantly larger 120 -bay facility alternative analyzed in Section 7 of the EIR, both
Page 115
750
of which were found to generate less than significant impacts with mitigation. With that in mind, the underlying
technical reports and analyses could be readily modified to incorporate any material differences from the previous
proposed project from an environmental review perspective. As to the actual physical changes to the environment
assessed in the EIR, the scope of the Drive Shack proposal would not be expected to materially differ.
Drive Shack is committed to dedicating its resources to pursue the type of CEQA review document specified by
the City as effectively and efficiently as possible and to expeditiously provide any information needed by the City
to make that determination.
Please refer to the next page for the planned phasing and timeline to complete the entitlements approval process
and subsequently execute on the construction for the proposed development.
Page 116
751
PROJECT TIMELINE
We will work expeditiously and cooperatively alongside the City with the aim of having this development fully
complete by late 2020 or 2021. Our anticipated timeline for planning, construction and restoration is
approximately 2 — 3 years. All phases would be subject to customary force majeure events. We break-out this
project into 2 phases:
Project Schedule Estimated Completion Timeline
Phase I — Continued Operations at The Lakes at El Segundo Golf Course and Range
step 1
Finalization of the conceptual site plan
Compilation of the Specific Plan 3 - 5 Months
Preparation of the applications for CEQA review
Step 2
Preparation, circulation and completion of the CEQA review document 6 - 7 Months
Sten 3
Notice and public hearings for City Council action
Approval of the entitlements
3 - 4 Months
Certification of'the CEQA review document
if
Effectiveness of the ordinances
Sten 4
Architectural and civil construction documents prepared and submitted
Civil site work permits issued
Building permit issued
5 - 6 Months
Phase I Timeline 17 - 22 Months
Phase II - Construction Period (9 -Holo Course & Drive Shack Facility Work Done Simultaneously)
9 -Hole Course
Site Work/Dirt Movement 5 - 6Months
Sodding, Bunker Filling, Landscaping 5 - 6 Months
_Drive 5hmek f a61Itr
Building Pad Site Prep 2 - 3 Months
Vertical & Range Construction 9 - 11 Months
Procurement & Staff Training I - 2 Months
Phase II Timeline 12 -16 Months
Total Estimated Duration: 29 - 38 Months
1) l'hrrse 1: Continued Urwrations at The Lakes at El &Wvulo Goll'Course and Rangr.
a. Once we enter into an agreement with the City, we expect to transition the existing operations
smoothly and without interruption. In addition to continuing to operate the current facility
during Phase 1, we will also work to obtain environmental approvals, entitlements and various
permits necessary for Phase 11. If City staff permits, Drive Shack would prefer to run parts of
Step 4 concurrent with Step 3 to compress the timeline and get to ground -break sooner than
expressed above. Assuming we cannot pursue that option, we expect this process to last 1 to 2
years; however, there could be an opportunity to shorten that timeline significantly if Step 4
could begin before the completion of Step 3.
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2) Phcrse I/.- Cotrs1riE r n Period — Throughout the construction phase we will shut down the range
operations to build Drive Shack and stage the renovation of the golf course improvements.
a. Golf Course: During this time, we will be doing the site and earth work, bunker renovations
and tee -leveling discussed in the "Proposed 9 -Hole Golf Course Vision" section. Additionally,
we will be demolishing the existing clubhouse (as described above). Following that, we will
work to sod and make the remaining on -course improvements. We anticipate this will take
under a year, and we will stage this the best we can to keep the course open for the longest
amount of time. During the time the course and/or clubhouse are closed, we plan to: ] Provide
stxcial offers for range and course pay at nearby courses we operate, 2)Operate a temporary_
cheek -in desk and 3) Pursue cnnplfyment opportunities for the existing Lakes at El Segundo
emnlovees. We have successfully offered these accommodations in past projects at other local
courses while we underwent course or clubhouse construction. We have found this is a great
way to keep patrons happy and provide great golf services, while creating a superior experience
for them to come back following a construction period. Considering we operate 7 courses
within a 45 -minute drive in all directions, this should make patrons very happy and will also
ensure they come back to The Lakes once we re -open. Should construction take longer on the
Drive Shack facility due to circumstances beyond our control or the golf course renovation
grow -in is completed substantially in advance of Drive Shack completion, we will explore the
installation of temporary check-in facilities (temporary trailer complete with restroom and
snack bar facilities) as we have successfully done on a number of major clubhouse renovations
including those at Clearview Park Golf Course, Dyker Beach Golf Course and Pelham & Split
Rock Golf Courses, which American Golf leases from the City ofNew York and has completed
more than $30 million of recent improvements. Lastly, because we operate several courses in
the surrounding area, we are well equipped to offer employment opportunities to the current
employees that will be displaced during the closure in Phase II.
b. Driving Range: During this period, we will be constructing an approximately 65,000 -square
foot "clubhouse" building and 200 -yard range plus other supporting capital improvements. Our
capital improvements will meet or exceed ADA standards for the entire development,
including the three-level recreational facility, interior restrooms and supporting parking areas.
We intend to replace all net poles, netting, target markers, driving range mats and all facility
lighting (with LED or high efficiency lighting). We will also paint all interior and exterior
structures, improve the existing parking lot, expand the existing parking lot to further the
recreational use of the site and replace the existing sod driving range with an environmentally -
friendly synthetic turf xeriscape surface. All restrooms will have water -efficient, automatic
shut-off faucets.
LIST OF CONSULTANTS
Below is a list of various consultants and team members we have used or plan to use for the completion of this
project. Having completed approximately $60 million of capital improvements over the last 2 years at Drive
Shack and American Golf, we are very comfortable assembling qualified teams and executing on a development
plan. We will add other locally and nationally recognized consultants to our team, including a general contractor,
if selected.
Architect — Golf Course I Casey O'Callaghan Golf Course Design
• Casey O'Callaghan currently serves as President, Chief Executive and Lead Designer of Casey
O'Callaghan Golf Course Design, Inc. located in Newport Beach, California. In this capacity, Mr.
O'Callaghan has focused on new golf course design, master planning design, golf course restoration and
various resort development projects throughout North America, Asia and Latin America since 1990.
Casey O'Callaghan is a graduate of the University of California at Berkeley School of Environmental
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Design. American Golf has worked with Casey O'Callaghan Golf Course Design on many occasions,
including recent projects such as La Mirada Golf Course, Mountain Meadows Golf Course, Diamond
Bar Golf Course, El Dorado Park Golf Course and Skylinks Golf Course.
Architect — Drive Shack Prototype I Populous
+ Populous is a global architecture and design firm that creates the places where people love to be together,
like Yankee Stadium, the London Olympics, and the Super Bowl. Over the last 30 years, the firm has
designed more than 2,500 projects worth $40 billion across emerging and established markets. Populous'
comprehensive services include architecture, interior design, event planning and overlay, environmental
graphics and wayfinding, master planning, landscape design, urban planning and sustainable design
consulting. With regional headquarters in Kansas City, London, and Brisbane, Populous has 17 offices
on four continents. Drive Shack or its officers have worked with Populous on various occasions,
including recent projects such as the design of Drive Shack Orlando and the design of the Milwaukee
Bucks NBA arena and practice facility.
Civil Engineer I Kimley-Horn
■ Kimley-Horn is one of the nation's premier planning and design consulting firms. With over 2,800 staff
members in more than 75 offices across the U.S., the firm offers full services in a wide range of
disciplines. From demanding long-range strategies and complex planning and design to development and
construction challenges, Kimley-Horn engineers, planners and environmental scientists combine their
creativity to develop insightful solutions with the rigor to deliver practical results that consistently exceed
expectations. Drive Shack has completed and is in the process of completing various projects with
Kimley-Horn's regional offices across the country.
Land Use Attorney I Greenberg Glusker
• For nearly 60 years, Greenberg Glusker has held a unique position in Los Angeles as a full-service law
firm, with various lines of expertise including real estate. The real estate group's experience encompasses
transactional matters, including sales and acquisitions, leasing, financing, entity structuring and title
issues, with special expertise in the land use arena. On a day-to-day basis, this team navigates a broad
range of issues involving governmental agencies and the legislative and regulatory process which require
an in-depth understanding of the public sector. They are very familiar with CEQA, Coastal Commission,
Caltrans, local utilities, Air Quality Management Districts, Water Quality Boards and many other specific
local topics. Greenburg Glusker has done work with both Drive Shack and American Golf on similar
projects in California and the northeast United States.
Construction Lead — Golf I Craig Kniffen — American Golf, SVP of Maintenance & Construction
e A golf industry veteran for more than 25 years, Mr. Kniffen began his career with American Golf more
than 20 years ago as a golf course superintendent and progressed through the ranks as a regional
superintendent, Director of Maintenance before rising to his role as Senior Vice President of Maintenance
and Construction. Mr. Kniffen is a leading expert in golf course construction projects and has
spearheaded the creation and development of golf course properties in partnership with major golf course
owners and developers. Mr. Kniffen is responsible for American Golf's major capital and construction
projects and has deep experience redesigning and renovating golf courses in Los Angeles County. This
includes, but is not limited to, the following projects he managed:
o $2 million redesign of Westchester Golf Course at LAX
o $2.5 million bunker, fairway, range, short -game area and irrigation renovations at Los Verdes
Golf Course in Palos Verdes for Los Angeles County
o $6 million renovation at Skylinks for City of Long Beach
o The current $7.4 million driving range, cart barn and clubhouse renovation at Lakewood Golf
Course for Los Angeles County
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o The current $3 million clubhouse renovation and pavilion installation projects at Whittier
Narrows Golf Course for Los Angeles County
• Mr. Kniffen studied Business Administration at Suffolk County Community College, Agronomy at
Oregon State University and Architecture at Arizona State University.
Project Manager & Construction Lead — Drive Shack I Walter Lovell — Drive Shuck, SVP of Construction
Mr. Lovell has over 30 years of experience managing ground up construction of entertainment, theatre,
restaurant, hospitality, office and retail projects. He has led development and construction for major U.S.
entertainment and restaurant businesses, construction companies and project management consultants.
Prior to Drive Shack, Mr. Lovell was a Vice President of Development at Main Event Entertainment,
where he oversaw ground up projects, site selection, design and entitlements & permitting for 3 to 8 new
locations annually. Prior to that, he fulfilled similar roles throughout the development process for AMC
Theatres and Applebee's. Prior to overseeing development at these well-known entertainment and dining
businesses, Mr. Lovell worked as a Vice President for CCL Construction Consultants. Walt began his
career working as a Project Manager and Engineer for Burns & McDonnell Architects/Engineers and
then moved to a Construction Manager role at J.E. Dunn Construction. Mr. Lovell earned his Bachelor
in Science degree in Civil Engineering from the University of Missouri -Rolla and his MBA from the
University of Kansas.
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C. DESCRIPTION OF BUSINESS & OPERATING PLAN
Drive Shack El Segundo will be a family -friendly, high-volume and affordable sports attraction featuring a tech -
powered experience with 102 hitting bays and supportive spectating spaces spanning 3 levels. The
comprehensive renovation and improvements Drive Shack plans for the site will immediately position the
facility to provide a superior physical product, which will enable us to build a higher -volume, more consistent
and satisfied customer base at The Lakes El Segundo. These improvements, combined with the application of
Drive Shack's operational expertise and high-quality day-to-day maintenance and service standards, will ensure
the improved product continues to develop and exceed guest expectations.
SERVICES & PROGRAMMING
The core Drive Shack services include: Golf & Games, Food & Beverage and Events. Drive Shacks employs
market pricing and strives to provide options for all types of visitors based on a variety of services and products
and appealing to a wide spectrum of athletic skills, appetite for affordability and many other consumer
differentiators. We will work diligently alongside the City to make sure there is something for everyone within
our venue. We will expand on American Golfs platform for community involvement and promote similar
activities at the 9 -hole course and Drive Shack El Segundo to benefit City residents and visitors with community
programs to increase involvement by juniors, seniors, local schools, charities, sports leagues and special events
to name a few (please find more detail in Section D highlighting our Track Record below).
Golf & Games
Drive Shack— Drive Shack's accessibility and affordability will allow this venue to be enjoyed by many different
types of consumers. Drive Shack El Segundo will provide free TaylorMade equipment and balls within our 102
hitting bays, which each hold up to 6 people and are rented at an hourly rate that ranges from $30 to $60, equaling
approximately $5 to $10 per person per hour'. Rates vary depending on the time of the day as well as the day of
the week. In addition, our venue offers a multitude of options for all people so that by day it can be enjoyed by
families, clinics or avid golfers, and by night it can be enjoyed by couples on date night or millennials seeking
a unique and active entertainment option. Drive Shack certainly fits in with the City's goal of providing
innovative and exciting sports destinations.
Flexible membership levels and packages allow guests to choose the one that is right for them, from our basic
membership that allows game access at any Drive Shack location for a one-time fee of only $5, to our Diamond
Membership providing unlimited play at specified times, discounted BayPlay, room rentals for private events,
unlimited use of premium TaylorMade clubs and more for $200 per month.
Drive Shack will offer a variety of options for individual and group instruction, as well as competitive and social
leagues for all ages and skill levels. When purchasing a golf package from Drive Shack, clients will receive top-
notch service from a trained golf professional as well as complimentary access to the hitting bays. Some camps
and clinics also include a food and beverage component, Drive Shack keepsakes and merchandise discounts
within the pricing.
Drive Shack teams with PGA Trained Professionals to develop instruction and game development programs at
Drive Shack venues. The head teaching professional at Drive Shack is a full-time employee of Drive Shack and
works to develop curriculum for individual and group private lessons, group clinics, junior programs, summer
camps and a variety of other instructional programming year-round at Drive Shack. As additional assistance is
needed to handle the instruction demands of the visitors, Drive Shack can easily bring in additional PGA Trained
Professionals from any of the 21 American Golf Courses in Los Angeles County.
' Asswnes 6 people per hitting bay. All pricing explained throughout this RFP reflects 2018 contemplated pricing.
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As a brand, we have noticed that visitors, whether they are beginners or experts, are enjoying training and
improving their traditional golf skills on our virtualized golf courses and our "Pro Practice" game. This
demonstrates a desire to improve, regardless of skill level. As a result, we have launched a variety of customized
instruction programs geared at towards players of all abilities. Our fun and approachable take on golf at Drive
Shack fosters a desire to improve no matter your skill level.
Drive Shack starts pricing for instructional programing as low as $25 per session to allow members of the
community to improve their game at an affordable rate. Additionally, we continuously create Limited Time
Offer programs to meet different seasonal and special occasion demands. Drive Shack Academy programs
include the following but are not limited to:
• Themed & Seasonally Relevant. Chnic_._v: Father's Day Swing Clinic, Rose on the Range, and our junior
focused Swing & Play Clinic
■ J'oyth Focused Pr2Myrrs: Summer Swing Academy, Winter on the Range Clinic, Swing with Santa
• Grout) r f'dircalifr►rrrl c Te{rrrrhui di►r (;nl '(Ih ics
• 1311ndled Larson & Clinic 01ki-h s
• %seasonal Drive Shack 4cadeni v O 'i�rs
• I-ree Lessons on National GoILI) iy
9 -Hole Golf Course — The Lakes at El Segundo currently offers non-resident greens fees between $10 and $20
per round and resident greens fees between $8 and $13 per round. We plan to offer the same rate structure upon
taking over operations and only pursue modest rate changes consistent with the rate changes implemented in the
past.
Furthermore, we plan to integrate and offer American Golf's highly successful and proprietary Players Club
program at The Lakes. This unique development program provides the necessary resources, training, and
motivation to enhance a golfer's game at a monthly price that is far less than what many people pay for a cell
phone or cable bill. The Player's Club functions like a gym membership, providing discounted course access, cart
access, clinics, lessons and more in exchange for a monthly fee. The program is tailored to each course and is
designed to keep golfers interested and improving in order to grow the game. We have over 13,000 monthly dues
paying participants in Los Angeles County alone.
We plan to institute the program for the duration of Phase I of the development at The Lakes at El Segundo. The
Players Club monthly rate in Year 1 of operations at The Lakes would be $15, well below the $29 to $49 range
at our other courses in Los Angeles County that have this program. The $15 per month membership unlocks
access to the following perks:
• $7.50 Greens Fees rate per 9 -holes in Year 1 (versus up to $20 without this program)
r 1 free bucket of balls per day
Food & Beverage
Drive Shack's food & beverage operations will feature a full-service restaurant, outdoor terrace and event
space(s). This will be a transformative expansion relative to the current food & beverage offering. The upgraded
venue and new menu offerings, combined with Drive Shack and American Golf s extensive food service operating
experience, will provide new and enhanced services for the visitors to The Lakes at El Segundo as well as the
employees of the many municipal services located in the City.
Drive Shack offers complete menus designed to offer quality, variety and price -points to appeal to a wide range
of guests, serving elevated grill fare with diverse specialties and several value -priced options. Drive Shack will
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occasionally amend our menu to reflect local specialties, seasonal fare and other variety to keep its menu fresh
and appealing.
Drive Shack will serve a variety of non-alcoholic beverages, including juices, bottled waters, brewed teas and
gourmet coffees, soft drinks, energy drinks and more. For adults, we offer a selection of signature cocktails
crafted to complement the menu alongside a wide variety of local, craft, and popular beers and premium quality
wines. Drive Shack customizes its offerings to include local community favorites and would be excited to offer
El Segundo Brewing Company beers at Drive Shack El Segundo. Our alcoholic beverage menu will be served
throughout licensed serving hours.
An illustrative sampling of our food menu served throughout our Drive Shack Orlando venue includes:
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(Orlando)
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(Orlando)
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Events
Our primary event space is located on the first floor of our "clubhouse", and will be expected to host a high
number of events for a variety of groups, ranging from corporate events, to fundraisers for community
organizations (schools, churches, civic, sports teams and more) to youth birthday parties. Drive Shack also offers
guests the opportunity to host events outside of the formal event space, spending their entire visit enjoying the
hitting bays or other areas within the building. We believe this will result in significantly more use than the
current configuration.
Corporate and Social Event packages vary in price depending on the time of the event and the type of event
package, generally ranging from a fee of $25 per guest to $100+ per guest, for multiple hours of entertainment.
Pricing for certain community events related to charities, schools, churches, civic causes, sports teams and more
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may be further customized and discounted. Menus are designed to appeal to a wide range of age groups, event
types, and price points.
Merchandise
When coming to play at Drive Shack, you don't need to bring your own clubs, golf balls or wear special shoes
like a traditional course. We have what you need here in a low-key environment, so no need to spend a fortune!
We intend to sell an assortment of golf -related apparel and merchandise, such as hats, gloves, and shirts.
Merchandise offerings will include items from industry-leading makers, such as TaylorMade, as well as many
Drive Shack-logoed items. All retail merchandise will be sold at market rates comparable to area retail stores.
We welcome the opportunity to work with the City to develop a targeted offering of licensed and authorized
merchandise supporting their brand and vision. This may include special merchandise promotions where a small
portion of the proceeds go to benefit City programs and/or merchandise with logos or representations of local
schools, businesses or landmarks.
Community Involvement Programming
In addition to supporting and implementing similar junior golf and other charitable programs offered at our other
local Los Angeles County facilities and as outlined in our other sections of this submittal, we will be looking to
capitalize on American Golf's position as a neighbor and resident of El Segundo for additional involvement and
programming. Some of our planned programs include:
El Sc undo Recreation and Parks
Partner with El Segundo Parks and Recreation to develop golf instructional and league programs for inclusion
in the El Segundo Insider, Summer Fun activities programs. The goal would be to provide instructional programs
for juniors, adults and seniors as well as Get Out and Enjoy programs for more social and club -like programs in
a less competitive atmosphere. Drive Shack El Segundo will have ample outdoor space on the golf course, in
our event spaces and in the hitting bays, for residents to socialize, compete and learn golf and golf—related
activities.
Additionally, Drive Shack El Segundo is a natural fit to participate in El Segundo Recreation and Parks Special
Event Sponsorship Opportunities program. in particular, we could take a leading role in sponsoring, hosting and
managing the El Segundo Teen Center & Football Golf Tournament at Drive Shack El Segundo. Proceeds from
this event, now in its 9th year, benefit the El Segundo Teen Center and El Segundo High School Football. Our
goal will be to utilize our local firepower to grow the fun and fundraising at this event each year.
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El Segundo Eagles
As we do at many of our golf courses in other cities, we plan to sell local El Segundo Eagles apparel, golf gloves
and balls. This is an exciting way for El Segundo High School's alumni and current students to show their
support for the Eagles and raise money for El Segundo school sports and associated programs.
EI Segundo Golf Club
Golf is in our DNA and we are particularly proud of our partnerships with area golf clubs. The El Segundo Golf
Club currently plays several events at American Golf operated facilities in the area and we are committed to
expanding this relationship once we take over operations at their home course, The Lakes at El Segundo. We
would work with the Club to expand membership and involvement as well as take a lead role in assisting to
coordinate their outings and events as well as promote and support their many charitable endeavors including
their Junior Golf Club Donation programs.
Los Angeles Air Force Base. -Ell Segundo
The Los Angeles Air Force Base, El Segundo is an important neighbor and we are eager to work with the base
and its nearly 6,000 personnel to expand activities, partnerships and support for active duty and retired military
personnel and support staff. Golf is a terrific way to bring people together and the addition of Drive Shack and
its brand of recreational and entertainment activities will enhance the opportunities to develop programs to get
our veterans, their commercial suppliers like our neighbors Boeing, Raytheon, Northrop Grumman and Chevron,
to name a few, and the greater community together to celebrate El Segundo in a fun and vibrant atmosphere.
EI Secunda Kiwanis Club, Rotary lnterw%ti+)nal, Loyal Order of Moose Lodges
These non -profits do so much for the El Segundo community and we know because we have co-workers who
are members. We plan to supercharge their fundraising efforts by continuing to host tournaments like the Annual
Kiwanis Golf Tournament and adding our experience in planning and organizing these types of events. Giving
back to the community is more beneficial (and fun) when it is a team effort and we applaud the work these
groups do for the El Segundo Fire Department and El Segundo schools and will work in partnership to enhance
those activities, create new opportunities and make Drive Shack El Segundo a welcoming home -base for their
activities.
HOURS OF OPERATION
Drive Shack El Segundo and the 9 -hole course will set opening and closing schedules that provide the best
service and access to our guests. We intend to be a year-round destination by climate -controlling our bays with
infrared heaters and fans, enabling the facility to operate in cold and hot conditions. We will comply with local
ordinances related to hours of operation while operating our facility. As such, our currently proposed hours of
operation to the public are as follows:
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Lakes at El Segundo — Full Development Hours of Operation
Public Hours
11
Drive Shack Entertainment Golf Venue
Open
09:00 am
09:00 am 09:00 am 09:00 am 09:00 am
09:00 am
09:00 am
Close
12:00 am
12:00 am 12:00 am 12:00 am 02:00 am
02:00 am
12:00 am
9 -Hole Golf Course
Open
06:00 am
06:00 am
06:00 am
06:00 am
06:00 am
06:00 am
06:00 am
Close
Sundown
Sundown
Sundown
Sundown
Sundown
Sundown
Sundown
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While the Drive Shack Entertainment Golf Venue with full food and beverage service plus technology would
likely open at 9:00 am, we intend to open the facility well ahead of that to allow the community to take advantage
of the first floor hitting bays for pre -round or general practice.
"First Floor Practice"— Open to the public for specified windows of play
o 6:00 am — 11:00 am on Weekdays - $7 for 30 balls
o 6:00 am — 9:00 am on Weekends - $10 for 30 balls
• "Tee -Time Only"— Must have a tee -time at 9 -hole course
o 6:00 am — 5:00 pm on Weekdays - $7 for 30 balls
o 6:00 am— 5:00 pm on Weekends - $10 for 30 balls
MARKETING PLAN
Drive Shack prides itself on localizing all marketing efforts to ensure they are relevant and aligned with the local
dynamics and market preferences. The following steps are taken prior to the site-specific Marketing &
Communications plan being developed:
• Market visits to ensure all messaging, campaigns and media are strategically targeted to the local audience
• Create key partnerships with the Convention & Visitors Bureau, Chambers of Commerce and local city
dignitaries
• Obtain local consumer facing data through our research & development platform to understand local
preferences such as consumers' food & beverage preferences
• Identify and select a local PR & Advertising agency to support and ensure relevant communications, media
and events are created specifically with the site-specific core guest base in mind
• Other pre -planning efforts include: outlining all schools and community partners in the surrounding area,
identifying an annual philanthropic partner to award & recognize, creating local educational golf programs
for juniors to advanced golfers and more
Pre -Opening Media & Communications
• Pre -opening press release announcing Drive Shack offerings, opening date and local partnerships
• "Coming Soon" media deployed via radio, billboards, print magazines, social media (Facebook,
Instagram, Twitter, Snapchat), pay -per -click messaging, digital banner ads and more
• Development of educational golf offerings (clinics, camps, lessons) and timing based on local calendars
and needs
Leverage American Golf s extensive database of golfers in the local area for direct marketing and use
social media to engage with the local community and build excitement prior to the opening
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Lakes at El Segundo — Special Range Pricing Hours of Operation
Public Huurs
111 NMI ��111
11111 111
"First Floor Practice"
Start
06:00 am
06:00 am
06:00 am 06:00 am
06:00 am
06:00 am
06:00 am
End
11:00 am
11:00 am
11:00 am 11:00 am
11:00 am
09:00 am
09:00 am
"Tee -Time Only"
Start
06:00 am
06:00 am
06:00 am 06:00 am
06:00 am
06:00 am
06:00 am
End
05:00 pm
05:00 pm
05:00 pin 05:00 pm
05:00 pm
05:00 pm
05:00 pm
MARKETING PLAN
Drive Shack prides itself on localizing all marketing efforts to ensure they are relevant and aligned with the local
dynamics and market preferences. The following steps are taken prior to the site-specific Marketing &
Communications plan being developed:
• Market visits to ensure all messaging, campaigns and media are strategically targeted to the local audience
• Create key partnerships with the Convention & Visitors Bureau, Chambers of Commerce and local city
dignitaries
• Obtain local consumer facing data through our research & development platform to understand local
preferences such as consumers' food & beverage preferences
• Identify and select a local PR & Advertising agency to support and ensure relevant communications, media
and events are created specifically with the site-specific core guest base in mind
• Other pre -planning efforts include: outlining all schools and community partners in the surrounding area,
identifying an annual philanthropic partner to award & recognize, creating local educational golf programs
for juniors to advanced golfers and more
Pre -Opening Media & Communications
• Pre -opening press release announcing Drive Shack offerings, opening date and local partnerships
• "Coming Soon" media deployed via radio, billboards, print magazines, social media (Facebook,
Instagram, Twitter, Snapchat), pay -per -click messaging, digital banner ads and more
• Development of educational golf offerings (clinics, camps, lessons) and timing based on local calendars
and needs
Leverage American Golf s extensive database of golfers in the local area for direct marketing and use
social media to engage with the local community and build excitement prior to the opening
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Opening Media & Events
■ Advertisements and outreach to support the Opening Day & Month to include; Now -Open Release and
updating pre -opening messages to "Now Open" messages
• Create 2-4 pre -opening events to include; Community VIP Party, Media & Press Event, Meeting & Event
Planner Event and Family Focused Golf Educational Event
+ Distribute offers to promote trial (Free Memberships, Free Hour of BayPlay, Free Lessons and more).
These offers will be distributed by our local marketing team to local businesses, schools, and through
local partners such as Expedia concierges, via select print partners, and via e-mail to local e-mail
subscribers
Sustaining Marketing Plan
■ Site specific annual marketing plan containing all programs, promotions, golf educational offerings,
pricing and more to promote trial, visibility & traffic to the location
• Plan to include seasonal specific campaigns (Swing Pass, Mother's Day Brunch), celebrity events (Long
Drive Contest hosted by PGA Tour Pro) and youth focused initiatives (Spring Break, Winter Break,
Summer Camps)
• Ongoing advertisements, partnerships, sponsorships and more to be activated throughout the year
Engage, Track & Update
• En a e — We create unique messaging for each campaign and initiative based on the target demographic.
For example, the unlimited play offer appeals to the avid golfer looking to get lots of practice in at a great
rate but also appeals to the busy parents looking for an affordable but extended activity to enjoy with the
kids
• Track — Track success based on quantifiable metrics like revenue and visitor data during the offer
window. Given customers specifically request the limited time offer at purchase, we can track adoption
rates and overall usage
• Update — We constantly update our message and programming to match the seasonal demands of our
consumers. While summer programming includes summer camps and Father's Day clinics, fall
programming will adapt to match local back to school schedules. To aid future campaign planning and
success tracking, we not only note the launch date but also ramp up period
In coordination with our standard marketing plan that we have deployed successfully at Drive Shack Orlando,
Drive Shack will look to initiate the following local marketing activations in the El Segundo trade area:
■. Partnership with El Segundo Parks & Recreation to introduce residents to the game of golf
• Airport advertisements in LAX & John Wayne airport
• Expedia Concierge Program with the surrounding hotels
• Airport transportation tie-ins with an offer to Drive Shack
• Manhattan Beach on-site activation and advertisements
• Loyola Marymount University Student Work Programs and special student pricing
• City Tour Program tie-in and media
• Partners in Education Activations
o El Segundo High School
o El Segundo Partners in Education
o Teacher Incentive
REVENUES AND EXPENSES
The overall enterprise is expected to drive revenues through a variety of different offerings including: 1) Drive
Shack BayPlay, 2) Traditional Golf Greens Fees, 3) Food & Beverage, 4) Events and 5) Instruction, Retail,
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Memberships, Other. In total, we project that the overall facility will generate $20+ million in revenue annually.
The expenses we expect to incur include: 1) Cost of Goods Sold (related to the revenues stated above), 2) labor,
3) maintenance expenses and 4) other facility expenses.
REPORTING & INTERNAL CONTROLS
Drive Shack Inc. is a publicly traded company on the New York Stock Exchange (NYSE: DS); thus, we are
required to submit audited financial statements to the Securities and Exchange Commission. The reporting for all
revenues and expenses for Drive Shack El Segundo will mirror the reporting methodology and internal controls
currently in place for Drive Shack's existing sites/sites in development. All financial information is compiled
through our point-of-sale system and then compiled by our in-house accounting team at the Drive Shack corporate
office in New York, New York. Given our public company status, we maintain the necessary internal financial
controls to satisfy the reporting demands of the Securities and Exchange Commission.
Please refer to our investor relations website at ir.driveshack.com to review any of our public filings, including
our most recently filed Form 10-Q or Form 10-K.
FINANCIAL PRO FORMA
Drive Shack is a public company subject to certain securities regulations, including those from the Federal
Securities Exchange Commission, which restrict us from making selective disclosures of material, non-public
information, which may include detailed budget projections. Upon request, we would be happy to discuss this
matter in further detail.
In our investor presentation published on May 3, 2018, we disclosed that for an average Drive Shack venue we
aim to generate approximately $5 million in Earnings Before Interest, Taxes, Depreciation and Amortization
("EBITDA") per year, at the midpoint of our targeted range. Given the market dynamics of El Segundo, we
believe this has the potential to be a stronger than average site.
($ in millions)
Revenue $16 $23
Operating Costs' $13 $17
Targeted Site EBITDA $3M $6M
For a detailed description of the City's revenue sharing opportunity in the proposed development, please refer to
Section G ("Deal Structure and Terms").
WHY SHO ULD DRIVE SHA CK BE SELECTED?
Drive Shack is the RIGHT TEAM with the RIGHT PLAN for this proposed development. We feel the proposed
development is the perfect way to broaden the use on the property and we strongly feel we are the right team to
bring it to the community. This merging of traditional and entertainment golf on one property will make the game
approachable and fun for the entire community. We look forward to becoming close partners with the City and
its constituents to create a shared vision for a unique and exciting recreational hub on this site.
' There can be no assurance that we will achieve Target Site EBITDA and actual results may differ materially.
'Illustrative Economics from the May 3, 2018 Investor Presentation are meant to act as a representation of a typical Drive Shack Venue and does not account for
operating both the Entertainment Venue and a Traditional Golf Course together as would be the case with this proposed development.
Operating Costs include but not limited to cost ofgoods sold, payroll costs of site employees, facilities expenses and rent expense, ifapplicable.
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RIGHT TEAM
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We are confident we will be the only proposer offering a wholly owned and fully integrated golf entertainment
and golf management solution. The teams at Drive Shack and American Golf work together and are excited to
work alongside the City to create this vision in El Segundo.
While Drive Shack's headquarters is in New York, New York, American Golfs corporate headquarters is located
about a mile away from The Lakes at 909 North Sepulveda Blvd. We promise to use this proximity to the City's
benefit by always having someone from our corporate team immediately available for a site visit or in person
meeting in the event there is a concern or opportunity the City would like us to discuss.
l.nn��slanclirr; r In loin 1.:qwrli.ev (C- rl holicip'll l'a1-111cr41ipy:
We are one of the most experienced operators in golf. American Golf has been a trusted owner and operator
throughout our nearly 50 -year history, and today, we currently operate 74 properties across the country, including
43 in Southern California. Drive Shack, our golf entertainment venue business, was created because we
recognized some of the challenges facing traditional golf and sought ways to broaden golfs appeal to
demographics that have been leaving golf or are simply not interested due to time or cost commitments. We view
Drive Shack as a way to put a golf club in the hand of every person, regardless of skill, age or socioeconomic
status. This business is the perfect complement to American Golf and they work very synergistically with one
another. Since creating Drive Shack several years ago, we have successfully opened and operate a venue in
Orlando, FL and are in development on 5 more sites we are working towards opening during 2019.
We have a long history of being a trusted partner to municipalities and their constituents nationwide. We pride
ourselves on being a part of every community we operate in and that extends to our relationships with the
municipalities we partner with, many of which have lasted decades and are slated to continue for decades in the
future. At American Golf, we operate 35 golf courses on behalf of municipalities nationwide, including 24 of
those municipally owned courses located in Southern California. We've partnered with Los Angeles County since
1982, Long Beach since 1984, and San Diego since 1981. We are proud to say that our team has won the coveted
Los Angeles County Golf Course of the Year award in 8 of the last 8 years. Outside of Southern California, we
have numerous other municipal partnerships, including New York City Parks and Recreation, whom we have
been working with since 1983. At Drive Shack, we are current partners with Palm Beach County (Florida), the
City of Marietta (Georgia) and City of New Orleans (Louisiana) to develop Drive Shack venues.
Having close ties to the local communities in the municipalities we have a presence in is very important to our
team. Our team has roots in El Segundo and throughout Southern California, with decades of operating experience
serving residents throughout Southern California. Our close ties to the local community extend to a variety of
programs we participate in that include, but are not limited to: The First Tee of South Los Angeles, Western States
Golf Association, Los Angeles Department of Parks and Recreation Golf Summer Programs, the American Golf
Foundation, the Los Angeles County Junior Golf Association, SCGA Kids -On -Course Program, The First Tee of
Pasadena, the SCPGA Foundation's Junior Tour, the Jordan & Kyra Foundation — Pediatric Brain Tumor
Research, the Police Activities League, the Special Olympics, the Urban Youth Golf Association and the Knabe
Cup High School Invitational.
S'li liii ,, Poblit l i
Drive Shack Inc. (NYSE:DS) is a publicly traded owner and operator of golf -related leisure and entertainment
businesses. We have a strong team of financial professionals who follow stringent internal controls and reporting
requirements allowing us to be very transparent and attentive operators. We believe being public, amongst other
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reasons, allows us to recruit and retain some of the most talented professionals in the industry. Furthermore, we
have multiple avenues we believe we can access for funding should we have a need in the future.
RIGHT PLAN
Uuicirre GoIJ=Phis OJJeril7 Jnr Residents & Visitors:
Our plan includes a sizable investment towards renovation, maintenance and operation of the existing 9 -hole
course to enhance the experience consumers have with the current Lakes course today. As mentioned above we
will adjust and remodel certain holes of the golf course to enhance the playability of the course. Furthermore, we
will be improving and expanding the existing practice area that will be used to benefit instruction, practice and
learning programs. Other planned course improvements to help the overall traditional golf experience at The
Lakes include:
• Renovating all bunkers including sand and drainage
■ Assessing the remaining lake liners and repairing as needed
• Completing remaining tee box laser leveling
• Replacing the irrigation central control system, heads and valves as needed
• Replacing course amenity packages
• Adding a bunker behind 8th green
• Upgrading the maintenance equipment on a phased -in basis
■ Netting repairs where applicable
Furthermore, through the creation of Drive Shack El Segundo, we will not only enhance the avid golfer's
experience by providing a new clubhouse, better dining and tech -enhanced practice areas, but we will broaden
the customer base using The Lakes to the entire community. The partnership between the entertainment venue
and the 9 -hole golf course means the new complex will appeal to the entire community, not just people who
consider themselves experienced golfers.
Solid Economic Proposition for the 01Y.-
Our
ih':Our proposal economically benefits the City through: 1) capital investment, 2) rent generation and 3) opportunity
for additional tax revenue. We intend to invest over $25 million to construct and operate a brand-new
entertainment golf center alongside a renovated 9 -hole course. Furthermore, through our rent proposal, we are
offering a minimum base rent of over $20 million during the 20 -year base term of the lease, which is a large step-
up from the revenue generation from the existing operation. Lastly, with increased sales on site, we believe sales
tax from this facility will increase tremendously from the expanded and enhanced use.
Year -Round Jobs:
Our proposal also benefits the community through local job creation. Our four -season golf entertainment and
traditional golf complex is expected to require —400+ new permanent jobs. Furthermore, the multiple phases of
construction will create an additional —200 temporary construction jobs, a large portion of which we expect to
source locally.
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D. STATEMENT OF QUALIFICATIONS AND EXPERIENCE
Drive Shack Inc. (NYSE:DS) is a publicly traded owner and operator of golf -related leisure and entertainment
businesses. Drive Shack conducts its leisure business through two primary operating segments: (1) traditional
golf properties and (2) entertainment golf venues.
,---------------------
P ;
NYSE: PS 1111h/Ich
DRIVE SHACKIraded Once 2002
I '
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American Golf Drive Shack
Tradilionalgolfpmperdes Errleatainmenl golfrenues _J
Traditional Golf 1 Americana Go[f_'
American Golf is one of the largest owners and operators of golf properties in the United States. As of March
31, 2018, we operated 74 properties across 12 states, of which over 80% were in top 20 metropolitan statistical
areas. Our nearly 5,000 dedicated employees are focused on delivering lasting experiences for our customers,
who played almost 4 million rounds with us over the twelve months ended March 31, 2017. Among the rounds
played in the last year, approximately 50% of those were played on courses we operate in partnership with
municipalities in California.
American Golf s reach is particularly felt in Southern California and the company has extremely close ties to
the surrounding community. American Golf has been an operating partner with Los Angeles County for over 30
years and currently operates 9 golf courses in the County's public golf course system. With 51 golf courses in
California and 43 in Southern California alone, American Golf is by far the leading golf course operator in the
area. This unique position provides the unmatched benefit of a huge database of local golfers and the deepest
market knowledge of any golf company in the country. The team, which includes many of the industry's leading
authorities, is headquartered in El Segundo, just minutes away from the existing 9 -hole course.
We operate several courses on behalf of municipalities across the country. Of our nearly 40 lease relationships,
over 75% are with municipalities. Many of these municipalities, including Los Angeles County, the City of Long
Beach and New York City, are established relationships lasting more than three decades. Our successful, long-
standing partnerships with municipalities have flourished for two key reasons: 1) our real estate team and legal
professionals work closely with each municipality to streamline the negotiating process and execute successful
long-term agreements and we fulfill the terms of those agreements and 2) our dedicated employees work
tirelessly to make sure every patron's visit is enjoyable. Furthermore, giving back in the communities we serve
is an integral part of our corporate vision and, through the American Golf Foundation, we have proudly supported
more than 50 charitable causes.
In addition to our extensive experience with leasing, we also have expertise with development. We manage the
development and capital spending on the properties we own, lease and manage. Over the past three years alone,
we have managed close to $50 million of capital spending on our properties. While some of these projects are
routine in nature, other expenditures are related to more extensive developments, such as transforming
clubhouses or courses to improve our customers' experience.
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11►rre�r reri►rr►rc�►►f Goy, I Drive Shack
While American Golf caters predominantly to traditional golfers, we saw the golf industry as a large, fragmented
market and took an active and innovative approach to bring the most beloved aspects of golf, gaming and
competition off the course and into a more broadly enjoyed venue. We realized that people were always looking
for fun and interesting things to do. With this information in mind, we decided to expand our business into
entertainment golf venues through the development of Drive Shack.
Drive Shack is developing entertainment golf venues across the nation. Our first development is in Orlando,
Florida. In addition to our site in Orlando, we are pursuing the opening of our next sites in:
• Marietta, GA
• New Orleans, LA
• Raleigh, NC
■ Richmond, VA
r West Palm Beach, FL
With our team's extensive knowledge of leasing, developing and operating entertainment -related properties, we
are working diligently to build these venues across the U.S. and worldwide. On the development side, Drive
Shack's management team brings a wide range of experience developing projects of similar size and scope from
start to finish. Collectively, members of the team have held roles for multiple large retailers such as Bass Pro
Shops and Lowe's Home Improvement, as well as destination entertainment businesses such as Topgolf, AMC
Theaters, Main Event and Carmike Cinemas.
On the operations side, our management team brings a deep range of experience operating best in class
entertainment, amusement and hospitality businesses for a loyal consumer base. Collectively, the team has
worked across operations, food & beverage, marketing, finance and technology leadership roles within consumer
companies such as Starwood Hotels & Resorts, Wyndham Hotel Group, Shake Shack and TaylorMade Golf.
Please see Exhibit A for Income Statements and Balance Sheets filed in Drive Shack's latest Form 10-Q and
Form 10-K with the Securities and Exchange Commission.
None of Drive Shack Inc., American Golf Corporation or Drive Shack Holdings LLC have had any contracts
terminated prior to their expiration for cause.
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E. STAFFING PLAN & ORGANIZATIONAL CHART
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COO
Staffing Plan
Drive Shack staffs nearly the entire facility with locally sourced employees and deploys the following strategies
to staff each site:
Develop Local Community Partnerships: Strong partnerships with groups and schools within the local
community are critical to build excitement about starting a career with Drive Shack. To get the word out, we plan
to partner with the following local groups:
El Segundo Chamber of Commerce
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• South Bay One Stop Business and Career Center
■ South Los Angeles Work Source Center
Wilshire — Metro Work Source Center
• Southeast Los Angeles AJCC
Job Listings: Drive Shack utilizes both social and traditional media outlets to educate the local community on
the opportunities. On the traditional media side, we use Indeed, Craigslist and school websites. In addition, we
would also utilize local ads in the El Segundo Herald and listings on the City of El Segundo website. On the social
side, we plan to use targeted LinkedIn, Glassdoor and Facebook postings.
Job Fairs: Local university/college job fairs were an incredibly effective way to find passionate and skilled
employees at Drive Shack Orlando. To source our talented team, we had booths at Valencia College, Rosen
College of Hospitality Management and the University of Central Florida. Similar to Drive Shack Orlando, we
plan to develop partnerships with local technical schools and send job openings directly as they arise. We would
plan to host fairs at several local colleges including but not limited to:
• Loyola Marymount University
■ Los Angeles Southwest College
• El Camino Community College
Drive Shack would plan to retain all or most of the staff operating the current 9 -hole course to ensure the change
in operators leads to minimal or no disruption to current traditional golf operations. Additionally, we will utilize
local golf pros and volunteers to leverage on-site during select lessons, leagues and clinics.
Please refer to the previous page for the proposed organizational chart and reporting structure.
Customer seg t'ire & I'rorrammin
Delivering unique and superior service and experiences are a focus of our corporate vision and mission. We
continuously re -imagine, recreate, and reshape our golf and gaming experience, service, food & beverage
execution, and guest offerings leveraging key data and market insights, tracking and responding to various social
media platforms 365 days a year and gathering and reviewing all our direct guest surveys to successfully drive
and improve our overall guest experience.
At Drive Shack and American Golf, our guest experience is more than just a score, it is a key driver of our
business. We use several platforms that create a snapshot of how we rate our overall guest experience and to
uncover areas of improvement. The tools that we leverage gather feedback through our point-of-sale systems,
social media platforms and from reputation based websites, allowing us to gather insight around guests'
experiences from different perspectives and resolve any concerns or issues quickly. Our dynamic ACE
(Acknowledge, Create, Engage) Service Training program ensures that we can integrate these insights into
associate training in near real-time, improving our services as needed.
At Drive Shack, there is never "too much guest feedback." It all matters and we seek to partner with brands who
provide additional insight, data and support that we can utilize to make continuous improvements in our guest
offerings, service and communication platforms. The partners we work with to provide additional support in this
area include Coca-Cola, American Express, Visa, Buxton and through our proprietary CRM systems.
Drive Shack currently has key vendors that gather feedback both from guests on-site, via social media platforms
and through on-line reputation digital sites (Google, Yelp, Trip Advisor) in real time. These platforms allow the
Drive Shack operations team to respond within 24 hours of all feedback, and in some cases, while the guest is on-
site to maximize their overall experience. Drive Shack also conducts guest surveys to ensure that all feedback is
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gathered in a way that will continue to better optimize the guest -facing experience related to the golf games, food
quality and overall event experience. These tools paired with a very active hospitality team lead to constant
updates to our product offering as a direct result of specific customer feedback.
American Golf utilizes InMoment, an innovative and interactive customer experience survey and analytic service.
In addition to that, American Golf surveys each golfer that plays our public golf courses once every 90 days.
Survey comments and ratings are reviewed by our course General Managers with complaints and compliments
selectively routed to our Regional Operating Managers to ensure follow-up by the General Manager for routine
items and Regional Manager or Senior Vice President follow-up to the customer for more major items.
Examples of'Responding to Customer Feedback:
One of Drive Shack's core principles for customer service that is strongly emphasized during employee training
is an openness to feedback and willingness to adjust plans accordingly. This applies not only to employee to
employee feedback, but to customer feedback to Drive Shack.
In one instance, a guest noted that the game lounge was being monopolized by patrons spending an unfair amount
of time at one game. In turn, we created eye-catching, animated graphics displayed on screens in the game lounge
encouraging guests to observe good game lounge etiquette which includes respecting people waiting their turn by
limiting time at each game to 15 minutes.
Another motto of our business is to "Create Enjoyment for Everyone We Serve". A perfect example of adjusting
create enjoyment occurred at one of the thousands of weddings American Golf hosts every year at its facilities.
A few years ago, at a wedding scheduled at Mountain Meadows, there was a serious issue. Right before the
ceremony was set to begin, our event coordinator and sales team were informed that the minister had failed to
show up for a wedding.
Our General Manager was very calm and informed the couple that he was ordained and had just performed a
wedding the previous week and asked if they would be willing to allow him to perform the honors. They happily
agreed, and our General Manager took some time to get to know the couple and gather details about them and the
things that were important to them for the ceremony. They had great rapport and the bride and groom and our
General Manager proceeded to the ceremony.
Our General Manager proceeded to do an amazing job performing the wedding as the Mountain Meadows team
watched in amazement. The couple and their guests were blown away and so appreciative of our General
Manager's efforts to save their special day. Our team created lasting memories for all who attended and epitomizes
what " to create ENJOYMENT for everyone we SERVE" is all about.
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F. FRANCHISES/SUB-LEASES
Not applicable
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G. DEAL STRUCTURE AND TERMS
Drive Shack is excited to propose the following rent schedules, which at times references phases of the
development in the "PROJECT TIMELINE" portion of Section B in this response.
Phase I & Phase II — Drive Shack recognizes the importance of maintaining the standard of operations at The
Lakes at El Segundo during the period before the construction on the Drive Shack venue and the 9 -hole course
begins.
Given American Golf's depth of experience operating golf courses in Southern California, we believe we are the
most qualified partner to help through this transition. Furthermore, with American Golf's headquarters less than
5 minutes from the course, our team can be available at any time to work with the City to add short-term amenities
or address any concerns expeditiously.
Drive Shack is proposing to pay $250,440 annually, in equal monthly installments, during Phase I and Phase II
of the development. The intent is to ensure the City's costs are covered during this period while we entitle, permit
and construct the proposed development.
The rent schedule for Phase I and II shall run from the lease commencement date to the first day of operations of
the Drive Shack El Segundo entertainment venue.
Traditional & Entertainment Operations Phase — Upon opening the newly constructed Drive Shack El
Segundo, Drive Shack is pleased to offer the following Rent Schedule:
Drive Shack will pay the greater of: 1) a Minimum Base hent of $954,400 beginning in Year 1, with 10%
increases every five years beginning in Year 6, or 2) 3.0% of Annual Revenue. The Minimum Base Rent will
be paid in equal monthly installments. Upon completion of the year-end audited financials, the excess of 3.0% of
the Annual Revenue over the Minimum Base Fee Rent the year will be paid in one, lump -sum payment.
The proposed term of the contract during the Traditional & Entertainment Operations Phase is a 20 -year base
term with six, 5 -year options to extend at Drive Shack's discretion. The Traditional & Entertainment Operations
Phase shall commence on the day Drive Shack EI Segundo opens to the public for business.
This proposal provides a minimum of aver $20 million in base rental revenue to the City over the base term,
with the potential to total to —$85+ million over the course of the contract should optional extensions be
exercised and revenue growth realized.
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Traditional & Entertainmen( Operations Phase Pro >tosed Relit Schedule
(8 in thousands)
3.0% of Revenue which assumes 2.5%
growth annually
Year
$950
$600
$750
$900
$950
Year 2
$950
$615
$769
$923
$950
Year 3
$950
$630
$788
$946
$950
Year
$950
$646
$808
$969
$950
Years
$950
$662
$828
$993
$950
Year6
$1,045
$679
$849
$1,018
$1,045
Year
$1,045
$696
$870
$1,044
$1,045
Year
$1,045
$713
$892
$1,070
$1,045
Year
$1,045
$731
$914
$1,097
$1,045
Year 10
$1,045
$749
$937
$1,124
$1,045
Year 11
$1,150
$768
$960
$1,152
$1,150
Year 12
$1,150
$787
$984
$1,181
$1,150
Year 13
$1,150
$807
$1,009
$1,210
$1,150
Year 14
$1,150
$827
$1,034
$1,241
$1,150
Year IS
$1,150
$848
$1,060
$1,272
$1,150
Year 16
$1,264
$869
$1,086
$1,303
$1,264
Year 17
$1,264
$891
$1,113
$1,336
$1,264
Year 18
$1,264
$913
$1,141
$1,369
$1,264
Year 19
$1,264
$936
$1,170
$1,404
$1,264
Year20
$1,264
$959
$1,199
$1,439
$1,264
Year 21
$1,391
$983
$1,229
$1,475
$1,391
Year 22
$1,391
$1,008
$1,260
$1,512
$1,391
Year 23
$1,391
$1,033
$1,291
$1,549
$1,391
Year 24
$1,391
$1,059
$1,323
$1,588
$1,391
Year 25
$1,391
$1,085
$1,357
$1,628
$1,391
Year26
$1,530
$1,112
$1,390
$1,669
$1,530
Year 27
$1,530
$1,140
$1,425
$1,710
$1,530
Year 28
$1,530
$1,169
$1,461
$1,753
$1,530
Year 29
$1,530
$1,198
$1,497
$1,797
$1,530
Year 30
$1,530
$1,228
$1,535
$1,842
$1,535
Year 31
$1,683
$1,259
$1,573
$1,888
$1,683
Year 32
$1,683
$1,290
$1,613
$1,935
$1,683
Year 33
$1,683
$1,322
$1,653
$1,983
$1,683
Year 34
$1,683
$1,355
$1,694
$2,033
$1,694
Year 35
$1,683
$1,389
$1,736
$2,084
$1,736
Year 36
$1,851
$1,424
$1,780
$2,136
$1,851
Year37
$1,851
$1,460
$1,824
$2,189
$1,851
Year 38
$1,851
$1,496
$1,870
$2,244
$1,870
Year 39
$1,851
$1,533
$1,917
$2,300
$1,917
Year 40
$1,851
$1,572
$1,965
$2,358
$1,965
Year 41
$2,036
$1,611
$2,014
$2,417
$2,036
Year 42
$2,036
$1,651
$2,064
$2,477
$2,064
Year 43
$2,036
$1,693
$2,116
$2,539
$2,116
Year 44
$2,036
$1,735
$2,169
$2,602
$2,169
Year 45
$2,036
$1,778
$2,223
$2,667
$2,223
Year 46
$2,240
$1,823
$2,278
$2,734
$2,278
Year 47
$2,240
$1,868
$2,335
$2,802
$2,335
Year 48
$2,240
$1,915
$2,394
$2,873
$2,394
Year 49
$2,240
$1,963
$2,454
$2,944
$2,454
Year 50
$2,240
$2,012
$2,515
$3,018
$2,515
50 -YEAR TOTAL RENT
$75,703
S58,491
$73,113
$87,736
577,172
50 -YEAR AVERAGE RENT
$1,514
$1,170
$1,462
$1,755
$1,543
Page 140
775
H. CAPITAL IMPROVEMENT PLAN
As detailed in of Section B of this response, we expect the process from signing the contract with the City to
opening the full complex to take 2 — 3 years. Please see below for the summarized expected timeline, which can
be seen in more detail in the "PROJECT TIMELINE" portion of Section B:
Drive Shack intends to invest $25+ million to proceed with the capital improvements detailed earlier in this
response in Section B and summarized above.
Soft Costs $10 million
Hard Costs $15 to $20 million
TOTAL $25 to $30 million
These improvements include, but are not limited, the following changes and additions to the current property:
9 -Hole Colt Con rse Um grades & Additions
■ Constructing a brand-new, 9,000 -square foot practice putting green and 5,600 -square foot short game
green, which will provide a first-class practice area and further enhance instruction and youth development
programs offered at The Lakes
• Building two, brand-new putting greens for the revised 3`d and 0 Holes
• Constructing new/adjusted tee -boxes for the revised 1St, 4th and 9th holes and laser -leveling all of the
remaining tee -boxes to be uniform with the newly constructed ones
■ Renovating all bunkers
• Adding a bunker behind the 81h green
• Replacing the irrigation central control system and subsequently replacing heads and valves as needed
• Replacing course amenity package
• Repairing the netting at the 3rd and 6th tee
• Assessing the 2 remaining lake liners and repairing as needed
Drive Shack Entertainment Venue
• Brand-new, 65,000 -square foot "clubhouse" to service both the Drive Shack range and the 9 -hole course
0 102 hitting bays that can be enjoyed by groups of up to 6 people
o Formal event space, a full-service restaurant and an expansive game lounge
o Back of house food and beverage and maintenance support areas
• 200 -yard driving range with light -activated shapes that serve as targets for our cutting-edge golf games
• Newly constructed, 410 -car parking lot to service both the 9 -hole course and the Drive Shack facility
Drive Shack is a public company subject to certain securities regulations, including those from the Federal
Securities Exchange Commission, that restrict us from making selective disclosures of material, non-public
information, which may include detailed budget expectations. Upon request, we would be happy to discuss this
matter in further detail.
Page 1 41
776
I. ACCESS TO CAPITAL
We intend to fund hard and soft costs with cash. As of our most recent filing with the Securities and Exchange
Commission, through March 31, 2018 Drive Shack had approximately $140 million of cash on hand.
Additionally, Drive Shack reiterated in its Investor Presentation published on May 3, 2018 that it plans to focus
traditional golf operations on our leasing and management business and plans to sell the 26 golf courses it owns
for net proceeds of $100 to $225 million. All Drive Shack Inc. presentations and filings with the SEC can be seen
at ir.driveshack.com.
Page 142
777
J. REFERENCES
Firm: Los Angeles County Department of Parks & Recreation
Contact Name: Jorge Badel
Address: 301 North Baldwin Avenue, Arcadia, CA 91007
Phone Number: (626) 821-4649
Context: Landlord I American Golf
Firm: Long Beach Parks, Recreation and Marine
Contact Name: Bob Livingstone
Address: 2760 Studebaker Rd., Long Beach, CA 90815
Phone Number: (562) 570-3122
Context: Landlord I American Golf
Firm: Palm Beach County Department of Airports
Contact Name: Laura Beebe
Address: 846 Palm Beach International Airport, West Palm Beach, FL 33406
Phone Number: (561) 471-7403
Context: Landlord I Drive Shack West Palm Beach LLC
Firm: Tavistock Development Company
Contact Name: Andy Odenbach
Address: 6900 Tavistock Lakes Blvd #200, Orlando, FL 32827
Phone Number: (407) 888-6500
Context: Landlord I Drive Shack Orlando LLC
Page 143
778
K. AFFIDAVIT/AGREEMENT
AFFIDAVIT/AGREEMENT OF PROPOSER
c i y; ,,,,+r"
The proposer, _("Proposer"). hereby represents and warrants that it and
none of its affiliated (parent, subsidiary or other) entities, as of the date of this Affidavit,
has/have no legal rights, title, interest, or legal or equitable claims of any type or nature
against the property which is the subject of the Request for Proposals For The Lakes At
EI Segundo Site issued by by the City of EI Segundo on or about April 5 , 2018
("RFP"), or against the City of EI Segundo ("City"), or its elected or appointed officials,
officers, employees, agents, contractors, or volunteers.
Proposer represents and warrants that it has fully read and understands the RFP and
has had the opportunity to consult with legal counsel of its own choosing to assist it with
reading and understanding the RFP. Proposer represents, warrants, and agrees that
the RFP, or any addendums thereto, confers no legal or equitable rights upon the
Proposer regardless of whatever actions the Proposer undertakes in reviewing and
responding to the RFP or and amendments thereto or potentially or actually entering
into negotiations or negotiating an agreement with the City.
Proposer represents, warrants, and agrees that no individual, including elected or
appointed officials, officers, employees, agents, contractors, or volunteers have the
authority to make legally or equitably binding agreements, representations, or
statements on behalf of the City.
Finally, Proposer represents, warrants and agrees that it shall only have any legal or
equitable rights, title or interest in the property that is the subject of the RFP if it enters
into an agreement legally approved by the City Council at a property noticed public
meeting and which Is executed by the Mayor of the City Council, and then its only rights
shall be those set forth in such agreement.
The undersigned represent and warrant that they are properly authorized by the
Proposer to execute this AffidavlttAgreement and hereby do so under penalty of perjury,
�,Or 6� ` �J6 /Proposer
Name and Title: -Sat alt,�� r
/,, r CEO ! �+[R CieMf
Date: 1.1.'-+ i 1f T7,1, 0 St „�k 3—
By;
Name and %16.Kfi a cot)
Snc,
Date: 6 1�1
Page 144
779
EXHIBIT A
Excerpts of financial statements from our public filings. Full versions of these
filings can be found at hh ://ir.driveshack.com/Docs
780
DRIVE SHACK INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)
Assets
Current Assets
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Real estate assets, held -for -sale
Real estate securities, available -for -sale
Other current assets
Total Current Assets
Restricted cash, noncurrent
Property and equipment, net of accumulated depreciation
Intangibles, net of accumulated amortization
Other investments
Other assets
Total Assets
Liabilities and Equity
Current Liabilities
Obligations under capital leases
Membership deposit liabilities
Accounts payable and accrued expenses
Deferred revenue
Real estate liabilities, held -for -sale
Other current liabilities
Total Current Liabilities
Credit facilities and obligations under capital leases
Junior subordinated notes payable
Membership deposit liabilities, noncurrent
Deferred revenue, noncurrent
Other liabilities
Total Liabilities
Commitments and contingencies
Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized, 1,347,321
shares of 9.75% Series B Cumulative Redeemable Preferred Stock,
496,000 shares of 8.05% Series C Cumulative Redeemable Preferred
Stock, and 620,000 shares of 8.375% Series D Cumulative Redeemable
Preferred Stock, liquidation preference $25.00 per share, issued and
outstanding as of March 31, 2018 and December 31, 2017
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 66,977,104
and 66,977,104 shares issued and outstanding at March 31, 2018 and
December 31, 2017, respectively
Additional paid -in capital
Accumulated deficit
Accumulated other comprehensive income
Total Equity
Total Liabilities and Equity
See notes to Consolidated Financial Statements.
March 31, 2018
(Unaudited) December 31, 2017
$ 137,028 $
167,692
3,162
5,178
9,046
8,780
164,040
2,000
2,362
2,294
25,815
21,568
341,453
207,512
821
818
86,850
241,258
54,896
57,276
21,514
21,135
8,442
8,649
513,976 $
536 648
$ 4,892 $
4,652
8,715
8,733
34,513
36,797
13,636
31,207
13,487
--
16,532
22,596
91,775
103,985
112,156
112,105
51,206
51,208
88,247
86,523
7,332
6,930
4,779
4,846
$ 355,495 $
365,597
61,583 $ 61,583
670 670
3,173,559 3,173,281
(3,078,734) (3,065,853)
1,403 1,370
$ 158,481 $ 171,051
513,976 $ 536,648
781
DRIVE SHACK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(dollars in thousands, except share data)
Revenues
Golf course operations
Sales of food and beverages
Total revenues
Operating costs
Operating expenses
Cost of sales - food and beverages
General and administrative expense
Management fee to affiliate
Depreciation and amortization
Pre -opening costs
Impairment
Realized and unrealized (gain) loss on investments
Total operating costs
Operating loss
Other income (expenses)
Interest and investment income
Interest expense, net
Other loss, net
Total other income (expenses)
Loss before income tax
Income tax expense
Net Loss
Preferred dividends
Loss Applicable to Common Stockholders
Loss Applicable to Common Stock, per share
Basic
Diluted
Three Months Ended March 31,
2018 2017
$ 53,554 $ 46,296
13,106 12,845
66,660 59,141
57,379
50,509
4,040
4,032
9,192
7,487
—
2,677
5,548
5,793
1,556
—
1,473
(12,954)
(242)
3,389
78,946
73,887
(12,286)
(14, 746)
446
7,888
(4,049)
(5,434)
(406)
(123)
(4,009)
2,331
(16,295)
(12,415)
—
539
(16,295)
(12,954)
(1,395)
(1,395)
$ (17,690) `>
(14,349)
$ [O.26 $ {0.21)
- - (0.26) $ 0.2l ]
Weighted Average Number of Shares of Common Stock Outstanding
Basic66,977_,.104 66,841.977
Diluted — 66,97 10 66,$41,977
Dividends Declared per Share of Common Stock $ — $ —
See notes to Consolidated Financial Statements.
2
782
DRIVE SHACK INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)
Assets
Current Assets
Cash and cash equivalents
Restricted cash
Accounts receivable, net - Note 2
Real estate securities, available -for -sale - Note 8
Other current assets - Note 2
Total Current Assets
Restricted cash, noncurrent
Property and equipment, net of accumulated depreciation - Note 5
Intangibles, net of accumulated amortization - Note 6
Other investments
Other assets - Note 2
Total Assets
Liabilities and Equity
Current Liabilities
Obligations under capital leases - Note 7
Membership deposit liabilities
Repurchase agreements - Note 7
Accounts payable and accrued expenses - Note 2
Deferred revenue - Note 2
Other current liabilities - Note 2
Total Current Liabilities
Credit facilities and obligations under capital leases - Note 7
Junior subordinated notes payable - Note 7
Membership deposit liabilities, noncurrent
Deferred revenue, noncurrent - Note 2
Other liabilities - Note 2
Total Liabilities
Commitments and contingencies - Note 14
Equity
Preferred stock, $0.01 par value, 100,000,000 shares authorized,
1,347,321 shares of 9.75% Series B Cumulative Redeemable Preferred Stock,
496,000 shares of 8.05% Series C Cumulative Redeemable Preferred Stock, and
620,000 shares of 8.375% Series D Cumulative Redeemable Preferred Stock, liquidation
preference $25.00 per share, issued and outstanding as of December 31, 2017 and 2016
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 66,977,104 and
66,824,304 shares issued and outstanding at December 31, 2017 and 2016, respectively
Additional paid -in capital
Accumulated deficit
Accumulated other comprehensive income - Note 2
Total Equity
Total Liabilities and Equity
See notes to Consolidated Financial Statements.
December 31,
2017 2016
$ 167,692 $
140,140
5,178
4,992
8,780
8,047
2,294
629,254
23,568
78,687
207,512
861,120
818
1,412
241,258
217,611
57,276
65,112
21,135
19,256
8,649
7,447
536,648 S
958
L171,958
$ 4,652 $
3,699
8,733
8,491
-
600,964
36,797
26,249
31,207
29,851
22,596
28,968
103,985
698,222
112,105
111,585
51,208
51,217
86,523
80,549
6,930
6,256
4,846
6,062
$ 365,597 $
953,891
61,583 $ 61,583
670 668
3,173,281 3,172,720
(3,065,853) (3,018,072)
1,370 1,168
$ 171,051 $ 218,067
$ 536.648 $ 1.171.958
783
DRIVE SHACK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 and 2015
(dollars in thousands, except share data)
Continued on next page.
`A
784
Year Ended December 31,
2017
2016
2015
Revenues
Golf course operations
$ 221,737 $
226,255 $
224,419
Sales of food and beverages
70,857
72,625
71,437
Total revenues
292,594
298,880
295,856
Operating costs
Operating expenses
247,905
254,353
254,553
Cost of sales - food and beverages
20,959
21,593
22,549
General and administrative expense
16,624
13,842
12,037
Management fee and termination payment to affiliate - Note 13
21,410
10,704
10,692
Depreciation and amortization
24,304
26,496
28,634
Impairment
60
10,381
11,896
Realized and unrealized loss (gain) on investments - Note 2
6,243
685
(22,264)
Total operating costs
337,505
338,054
318,097
Operating loss
(44,911)
(39,174)
(22,241)
Other income (expenses)
Interest and investment income
23,162
91,291
95,891
Interest expense, net
(19,581)
(52,868)
(62,129)
Gain (loss) on extinguishment of debt
(294)
(780)
15,306
Gain on deconsolidation
--
82,130
-
Other income (loss), net - Note 2
388
(3,074)
(5,574)
Total other income
3,675
116,699
43,494
(Loss) Income from continuing operations before income tax
(41,236)
77,525
21,253
Income tax expense - Note 15
965
189
345
(Loss) Income from continuing operations
(42,201)
77,336
20,908
Income from discontinued operations, net of tax - Note 3
-
---
646
Net (Loss) Income
(42,201)
77,336
21,554
Preferred dividends
(5,580)
(5,580)
(5,580)
Net (income) loss attributable to noncontrolling interest
-
(257)
293
(Loss) Income Applicable To Common Stockholders
$ (47,781) $
71,499 $
16,267
Continued on next page.
`A
784
DRIVE SHACK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 and 2015
(dollars in thousands, except share data)
(Loss) Income Applicable to Common Stock, per share
Basic
Diluted
Year Ended December 31,
2017 2016 2015
(0.71) $ 1.07 $ 0.24
(0.71) $ 1.04 $ 0.24
(Loss) Income from Continuing Operations per share of Common Stock,
after preferred dividends and noncontrolling interest
Basic i; (0.711 $ 1.07 $ 0.23
Diluted S, (0.71) 1.04 0.23
Income from Discontinued Operations per share of Common Stock
Basic $ — $ — $ 0.01
Diluted $ — $ — $ 0.01
Weighted Average Number of Shares of Common Stock Outstanding
Basic 66,903,457 66,709,925 66,479,321
Diluted 66,903,457 68,788,440 68,647,915
See notes to Consolidated Financial Statements.
3
785