The URL can be used to link to this page

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 Page 1 of 5 430 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 Page 3 of 5 432 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] Page 4 of 6 433 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 Page 6 of 6 435 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 �i N hi al � �o oo LL � g a �� JLL w pu U S e 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 r 1111111 III1� ■lig. � . . ■111111111�� 111111 Illie 11111: • �Ilffl��lll 1111111 Ifi� 111111■ - !� 111■ �'�■ milli III 1116iii 11 E :1111111 OPIUM MANOR �I[■ • : 1. lot: Clull lll= ■ 111. Il��lflfffi� �� . ■ l�Ilfl ■1■1■■1111■ ...rte Lill1'11! I II 111 Ilii�I1��l r^-vn - .r• r. -.on ■��il X11111 r��If iff111 ■III�� 11111:111111 IIlII111111111111111111 Kim Hill zo 11111111111 millli 1111111111111 :i= 1111fffI I11111� 111111 lulln 1111 11� 1�1 454 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. i IGNITED © 2018 Ignited LLC. Proprietary & Confidential. I EI Segundo Police Department I Request for Informal Proposal I I 463 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 f IGNITED © 2018 Ignited LLC. Proprietary & Confidential. I El Segundo Police Department I Request for Informal Proposal 464 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 i IGNITED © 2018 Ignited LLC. Proprietary & Confidential. I El Segundo Police Department I Request for Informal Proposal IV 465 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- - - f IGNITED © 2018 Ignited LLC. Proprietary & Confidential. I El Segundo Police Department I Request for Informal Proposal E -T 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. i IGNITED © 2018 Ignited LLC. Proprietary & Confidential. El Segundo Police Department i Request for Informal Proposal 467 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 Contract GS -07F -0030Y CALVE T CALIFORNIA DEPARTMENT OF VETERANS AFFAIRS IGNITED VOI EPALIBRARYOF United States In CONGRESS Environmental Protection -' Agency O pp SEC V►'1 u5.fkParltncnt OrVootemn,; AffairsOFFICE•fINVESTOR PAFtALYMPICS EDUCATION -(ADVOCACY © 2018 Ignited LLC. Proprietary & Confidential. I El Segundo Police Department I Request for Informal Proposal 468 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. i IGNITED © 2018 Ignited LLC. Proprietary & Confidential. I El Segundo Police Department I Request for Informal Proposal 469 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.). i IGNITED © 2018 Ignited LLC. Proprietary & Confidential. I El Segundo Police Department I Request for Informal Proposal 470 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 f IGNITED © 2018 Ignited LLC. Proprietary & Confidential. I El Segundo Police Department I Request for Informal Proposal 471 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 i Tr MT TIED © 2018 Ignited LLC. Proprietary & Confidential. i El Segundo Police Department i Request for Informal Proposal 472 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 IGNITED © 2018 Ignited LLC. Proprietary & Confidential. El Segundo Police Department Request for Informal Proposal 473 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. © 2018 Ignited LLC. Proprietary & Confidential. I Liquid I.V. I Paid Search/Paid Social Proposal 474 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. f IGNITED © 2018 Ignited LLC. Proprietary & Confidential. I Liquid I.V. I Paid Search/Paid Social Proposal 475 f W@inM 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- 494 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 2 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. 11 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 5 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 0 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. 7 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 E 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 z 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. 10 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 12 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 13 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 14 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. 15 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 16 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 17 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: 516 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. 2 517 (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. 3 518 (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 4 519 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 6 521 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. 7 522 (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 9 524 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. 11 526 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: 12 527 Exhibit "A" llescri0ion of Pronerty and Aquatics Center (To Be Inserted) 13 528 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; 4- 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 -2- 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. -3- 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 -5- 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 -7- 537 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 -1- 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 O 0 F J a Ln U Q 16*1w z F - n Z O 0 K ` F > U ti a J E u u Ln n w a m O z o O 3 � w z n O a o � L � H vl H H H � 0 Z LL n rq 0 CL a tDL U Q V? V1 (n V) V1 [n W W W W W U U U (- VI W 0C 00000 z z ED Oz z z z 0 z cc cew „n p w E O O O O� W O� m w P F- >> W n 1— F- W o2i a9 obi z 6 _ cc cr wI= m n s— > In O .e Y SL Y W LL m m m m Q um O 0- oa'�000 0 LU F 0 0 0 0 r4 Q ri �-! HH R H n "fn m rnc 0 N N N N N N H a--1 rl H ri H a n o o N o 0 0 0 n 000 g O 0 0 0 C N N N N N N N N Q N r -I LU m O1 Al m Ol Q1 Q) ©o 8 0 0 0 0 0 Q N N N N N (V PV N F 4 rt d 4 d N N N N N N N \00 \ \ N ly 00 cn 00 00 00 00 W CO tu w LC in 00 LD w 00 00 00 00 X m m m O1 (n (n m m O m OO O O O O O ri H H H ri H H Ln Ln V1 V1 in Ln V1 O r l VY t* ct a' 't at at Yqr �f lzr ct .Zr d C Q �T N N N N N N N N N z O F a U 16*1w Z O Q Liu ti O u n z o � w o � a H vl H H H H ti ri 0 0 0 0 0 0 0 0 n rq tDL aHtD�wLDkckn W 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 Lir rn m a C O 44 Q O 0 � O W c N J �. W C LL 3O O Q V N H w � Q Z` N to E N E 7 CO y e•• C � O N Q N O of 00 0 N O } m t) y U- cM M O I- N (0 r r LO O LO "T M M I l- It N ti ti0001-0 ONr-I�(O N r- O I- N I- �NO(flOLn (O (0 Lf) CM N qqt N C) C OCl) MLn(p(0 C>LnM - (D N r- 00 LO) N'qTOC)C0 CO N LO [,- It CY) (D NT LJO ,-ItM(ONTLJO v� V Q 3 O V V Q 'a 0 0 0 0 0 0 0 0 0 0 0 0 U 0C)00C)O LO O O 00 Ln (D N M M O r- N 00 0 M Il: -Ii N 1 O tiO00r-00 'tNIl- (0 �C)r-CV ti NO(OOIn (0 LOMNqt 00 1- CO Lr) � M 0 0 0 0 0 0 N N N N N N d a C cn N O w V Q co M O l3 r r V W O � N O N m N_ L pNp,, A 00 0 O D C 0 N C L C7 C O Y O V C LL 00 v V Q o a W O J Q uj C N C ti w C G O) a N Lu F� ` `D N 00 7 m N � O C O } O co m Uc)Z Q Z C V O C CD (6 V w 3 O m Ln N ' r 0 m z L L m •• 'O (D (� (D W Q: O O V O 0 00 00 D a) C t6 7 LLQ LO m _ C m Q 00 N P O a) U Z y � 2 G w O F— V V Q i� N D cM M O I- N (0 r r LO O LO "T M M I l- It N ti ti0001-0 ONr-I�(O N r- O I- N I- �NO(flOLn (O (0 Lf) CM N qqt N C) C OCl) MLn(p(0 C>LnM - (D N r- 00 LO) N'qTOC)C0 CO N LO [,- It CY) (D NT LJO ,-ItM(ONTLJO v� V Q 3 O V V Q 'a 0 0 0 0 0 0 0 0 0 0 0 0 U 0C)00C)O LO O O 00 Ln (D N M M O r- N 00 0 M Il: -Ii N 1 O tiO00r-00 'tNIl- (0 �C)r-CV ti NO(OOIn (0 LOMNqt 00 1- CO Lr) � M 0 0 0 0 0 0 N N N N N N d a C cn O w Q co M l3 r r V W M Ln N r N N_ L pNp,, A 00 _N V O O F- 0 N C L C7 L C7 C O V V O O 0. V Q o a 4) u 00 y ti G N F� ` `D 00 N O O O ti O m Uc)Z Q Z C V O CD w V w 3 O m Q N ' r 0 N (n cM M O I- N (0 r r LO O LO "T M M I l- It N ti ti0001-0 ONr-I�(O N r- O I- N I- �NO(flOLn (O (0 Lf) CM N qqt N C) C OCl) MLn(p(0 C>LnM - (D N r- 00 LO) N'qTOC)C0 CO N LO [,- It CY) (D NT LJO ,-ItM(ONTLJO v� V Q 3 O V V Q 'a 0 0 0 0 0 0 0 0 0 0 0 0 U 0C)00C)O LO O O 00 Ln (D N M M O r- N 00 0 M Il: -Ii N 1 O tiO00r-00 'tNIl- (0 �C)r-CV ti NO(OOIn (0 LOMNqt 00 1- CO Lr) � M 0 0 0 0 0 0 N N N N N N d a pN O LL d C O O L O CL CD O O 02 00 (0 0 Q m H D 00 N W O (6 U 00 O O O N O 00 N 00 00 O N M 00 C �0 L w C 12 4) o d r 624 C O w Q co M •� r r V M M Ln d rn rn N_ N 0fl (D Zz O O u � y C G F� ` `D oO N O O O Q 7 O CD w O O N O IL d r O O V O 0 00 00 D LO LLQ M 00 pN O LL d C O O L O CL CD O O 02 00 (0 0 Q m H D 00 N W O (6 U 00 O O O N O 00 N 00 00 O N M 00 C �0 L w C 12 4) o d r 624 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 9r r - Ilk LL J O l7 EL O In" f� 631 V) Z W Z 0 LL O LUJ Q H J a V ix W H Z W V z O p U 0 O F - z } M Q f E D In F-: F w Z Z > w w � F f � � U U W O O Ix 90 o a W } Z x Q W J cog ingOU OZ)rLL U) o LL J a W O M z x cnwt- �=~O * ? r i 632 N J Or a0 U w ix z W I— Z W V ad LL J 0 a 0 z a J a � to N OL M 3 J � •� X N •� jCL Q ICO o Z w y 3 ar O U a c p L w E > w •Ln C a f0 W Q 0 F ft) a O D E oWvp ~ o a� U q w u.a a t Uro° Z o a) O O w c c +� mn n `o = a 0 W Q a$ 0� U LLoDa UE� ri v a vi n p vi t6 coNi O p M N vi �D ^ N M M M m a0 U N O i 632 N J Or a0 U w ix z W I— Z W V ad LL J 0 a 0 a J a U LLI I a 0 z Q z O ,W VI a O a a M C 4^ V) U i - 7 d) 4-Ja �•O�� O a) X rroo w > dl "0 C i V) ' - ' ro a) C — 0) 3<c a)o0 c� 3�a)�'�row,0r 4-U) C: o M� c O ro }J U a) E Ln c w— o �n a) C a O >, 0)m �, 3 a) -C c u t c c M a) -0 v a) ro O X-- -0 +J a) i L 4-+ M � � vi M >, " -0 r0 yJ +J c ccn ro :3 41 0 C:� . oro a> a m C E > �; 4_' c r- ac o��c04-1 om�� aa)-�°� ) �EEIT �0E 3y c� .c. r Ul >> E o° 0 E c_ � m ro a) Q 0 +J al O m a) C a) = o u U in 3 o a) W 0 o f °' L o c� c c E.c ,� >-0 3 u (D �� U a) +J Y E a ^, a) ro o 'Q m +rj O a) m = u O C c L a) N J a) -C C a) �J C Q Co � ° a) O c (Q .� O L cr raY�m°>0) °1�UE"ummac Ec } �'(n ro c a) -0 a) -0 c m Q a) ro O v >, ro D O >, J 4 O� a) Y 3 �`�- C + C L L U a) +J 4 i O L_ 41 CD 0 (U m i ru 0) m C a) 0 C .` U O O O .c i a 0 O +J Q o o +JO Ln Q) a) i a) a) &, w-- U , m rp m tn C a) _r_ Z r0 7 -0 'C M a) 'rc � >i U N - Y C U a) a) ;�, c co f'o ro cn T c u A0-0� ��. T T a) y .i rho m 4J a 'V co ra m r ^` M c T c o /1 'V 1V +•J -0 +J m c p O p� V) 1V Clif- -0 WM .c �V •p) ,>V •01 ; LL V)c c p c m a) m +J c d} 3 w v) ) a) }' E r- i y= CD O 7 w m `� a) C i 0 a) c30 3cc�mw �osv;>,> oa)c c U ro N ° 4 J 0 v s° U m L O Cl} c o cn M.00 C r a) 'c v 4 >, U ° ^3^,, rn Au,� +J - _�� o �J a)I nVV) -0 a) mLm �° Z) v J o s o +J D > ° 41 C .o -0 W m W ° W s , N i70 U 1 V V cm o .� r7o � u u m a) M aa) +c -J � m m i m '� ro >, : T z c ro � c (1) > > a) S •� c a1) O }c- — o O ai L- V) ° p W 0 5 a) o m° i a r ro — 4-: W a) O QLn -0 — 7 V) -C E C L Z m � W x-°00) oo 3�3mo-°w 3 cn�.cm�a) U cn 0, E O L O� : C ro c a)a) (n in ro O O L U c o "- a) roa)°E3+J01C S ON }' a)�tU)w �'m0-OEE� LL m 3-a E u� vUi Q 3 U rLo ,► 0> z O c t °) �� -� L LV N E 01 C E � 4= m N °� C>� r6 - 0 i Y 0 �' v1 a) O ioaro Ja,3 ° a°rn`~�u>�vau))a)�Q)0CM murn�o� °a) C7 4J ro u o m � 4J c N� a) 3 c.c mr° >, i rp i 3 u a > 4 LM " o o LL �' m4= c a) u o a;o z �L 0 0 0 O a) 0�o O u +J +J U a � a H, J a l L- w �p ro n .c � F- V) CN H .S N U U w� F" a. J • �J W G W° �Q 633 c u � ami Q d > DI vi M 0 c a o Q. c M O t Q M t ._ o CL a d d .2 � i tn cn in M w C> h m E m ro E ro C L Zj Q t E O m •C LL. C 16.0 O U C w y 0 -O U u m Q p13- Ln - O tm •— a 1 C UMOCM C w O— i U d v1 J w d c fru i J — ar Q A O UM4W 0)V 3 v► Q a m — � vi H C f0 M a O a c >+ d c 4W O a c u a E o CL E o a U m Q — x m r a� IA w XL73 d +f 0+ 0) E O c .a N tn N U Im >, u a c +� M u .0 o a_ A C > .3 O N > to in O N 3 U +w+ j U Q C o u E u h 3 U �, O C Q +, 'i N ro d t0 U .c CL U fD w C C y C CO Q f0 Lm i C U C v - C O 7 M M _ M v- y O .O r V c U c O In > w N b. C In 4.+ ay+ d0 a M 4Wd +a C M u V 0 7 N d rin u c U m 0 3 H 634 It Q U) 0 - LL D' J °r a0 U w az W Z w ca LL J a O n a U W O U V) N w f LU O a a 0 LU U) O a O a 966'.2.11 I 635 ui ry a U) n ry J 00 U w W I— Z LU U ob LL J O U a O W V) D O U LL J O O W w f w O a f W O a a to � `� C i N H 4 � C Z � C c � � � O1 O � � w a) 0) m ro a) � a� o V) w CD ate°+,' rn� rn 3'' m 7C)fuL (o C �m� >ZN -0 T �� C Yco C N ��(o� a U> M •(V > ,C +, 01 }, O +1 aa+ Q C •C � a L L ro d% _ ro C E N � (0 E U ro ro � U N 01 = VV) C -O W cn C a) .o C C 3 ,0 C C (o o o, a C C +>'-+ o D C C .off C C o a) o N U �# C #k 4) U Y M C c LA �# U ro D ^ # U U �# U Po U> i >, #� i 7 w 7 C +r U O '— C 3 O C O C C Q Q C >, O v LL = 0 = o C = o O C = O c = O = O c ro J • M U • M U ro • U 4-J rU • U ro . U a . U rB >, _0 0 636 to a d ry J 00 U w Z LU Z W U ca LL J O t� a O H w ry O U LL J O C7 F - w E W O a E LU O M O Ix a D cn �- 3 o (L) ro ro v, a)o z O ca ��Lno°' a; 5 -.;, (j) f °0 4o C-°i`�'°gym c:a) E N C n N 4� -'p U > v1 M O c ° N O f0 ' � L lD " D 'C a) c m �', (n a U)0 c U) c0 c- c�C C: i a'3 � opt a)� aY�L LU 00(o 7 L ui C� +-' N O _rn U J� J ML-+ CL D - U CSO (D d LL LL LL02 O V M o4 -J O Ln 00 +J 0 3r w o a� LL x U .0) c c N C: C 0O C ,� +� U w N Ln N I� Z 2) J L.. tn+' QE QO 0+, Z OL u 3 E E -.Q A am CL U' Q a C 'u► UU O�i U U O a 637 N C!7 r LL J °r Q N U w = z W H � z W U ca LL J O a O F- Q Q LU a O 2 (n a U) W W O LL a LU V) a O a Im v (10 V) Q O U r0U 70 (3) u O C } p U w 0 BVI > > > N a) a) O O r6 1 E _� L ro Q O 4 � i '- a i O ro iU) 41 L C +-V C U ro rp O N � v1 .+' 7 O ) Q +� a � 'U � W 'U U roV) 0 ri0 c o �roE �o aro z L a) w rco L � •— u c O +, 3 'n c �n � N -p E O �, C O � Q) ro r6 O ro ro p O c L Ou E `� > a) aUr(o3� o° : N.�� a o 7 a) 4- C � a) a C a rD V) a �c ro ro a) � in a) a- f° O u O rn C N -0 in a) In N ro O O a) . �LU+ O ro c.� C a' i o a) Ln 1 a) O 1 Q a) a� O NOoa a; .3 3Na� c'�Uaa �C� C O C Q o U) m 0 io O Lu O �Q C Yc a0 O UO�C ro a aCa�) 0 �:-> — n Q� 1 70z ii 3 �� - vi V O'o a) a) C � L O+ Q .L E O r6 E C vi N O ami 4, a t O O two T-+ U E Q p o a�� a' ,� oro �; �- a� c a' i� � c) '�-� Nam c ° �-0Ea!E �� N. (n-0o� a�E> �- maEEua) '�� ruo c U' a) p p m = ro O O ro > a) . 4-w ro +� E u . u u u EcF— a, J a) o Z, ='Oom Q' Is T -n . y f� 1wR.L`�.� - �' th ' x ,.. -, - �11297- U) � A 638 co 0 - LL J o0 Q � N U w a z w� H Z W U LL J C7 a O LL J O a O F - Z w 7- w O a w U) a O a r0 v C 4� � r0 o E �, w v 3 o U a,C o 0 Q O i O pl U C r�0 a) C_ N c Q o N O FO 01 O C +� 'p C 0 r L C > p Q C 7 > N+rte CT 0) O p M ro —fu 30 D p 0 a) (0 N rD U > OX L C " 4J N C rn �O 01 4-1 O U % +-C-+ O � O C" E O CE +J vi Co a to C Z 7 W 4 0) 7 Q O Q C O i p 4+ Q L L L m C C Q U U �, O p •— LO w O U4�-0 70> Q ( N O 0 4- 0 >W, 5 2 LL o ( Q C_C c o 3 v J Q Zf W C L N +� X O O L C7 Q p m a� Q a) c~ In_i Q L • L O Q O O rU a) H F- r0 w U U 3 U cn Qy E o 0) r u E0 41 r0 a C 0 � >, L 0Q >, 01 L O U N ra ra U . Z3 O >+ N . N m V) +� a > Z Q 4- +� WU N i Q Q00OQQ CV . C L U }, N r0 C (T Q c\ . Ln L C0 r C ra N a� > 4--u O w r0 6 Q L6 . m C C L Ur0 L 4-1O O rD L U C_C �j l� L N > 0 + O N . O C � 4- m > O O Q U r0 Q O) O -0> D O 4- O 41 � Q r-:> . in N C " Q .0 w 4- r0�1 N m ) •- U U LL(L)Y L. L. LL . -0 O 7 :3+� L N V N � O O Q i ro O > O -i . N C XO r0 Z m w . Ln Y U O C zcn 4.0 U r0 i fl WL Z . a N r0 r�0 cn U C C G1 d r m 641 LL J o0 Q o X z w� w U 06 LL J O 0 a O LL J 0 O U) H W W O a a E O w V) O M O a V) }, _0 4- E CC O O +) Q4- m� O N Q O ul L L C L C Q 0 L X Q O +J O 4-+ 70 70 O �+ O O Q L in rn >' c `n fu Q to ro O Q 0 D Q E p vi L Q Q > L a) U O >> .� N U 'C O O U C"} Lf) 7 (D-0 i C i C ro a) o' Q Z >, 0 Q� C p O>-0 O C+ 70 E .0 r6 a) Q) i 4) � C_ U V N O C T n �� aL-+ O a) N E E C i C a) M ++ O V) to O C L a) E > E pLo - U C u E�+ r 4) C 0� 2 U p p r0 O rD C aL- O O a) U a) U O +, LL . L �+ >, C L U C U . E 3° ro L +- O > O +� r0 Q >' V) C U N cn a a) 4- i (0 > Q Q c 42 w C .� C CY(n 4 O 4N C Ln O V) o �� o m a E� a7 j o o a) o= C C OL a-1 a) O' + C: C L vi C C C U C a — C v- U C a) a) o °)r�o� `°C. -QC .�oC.�`D TEa� CL u 4J p O +� O V) CO C C C ~ O p (A 3 Q to 0)� U Q C + _ vi (D ro o°u coo `� � ua) 0�,�-�Qa—' a3`� �-41 0 C w w rnC Ln O o C In a) N L 'i Ln v= 4O U f0 'i C 0 m C o -- —0 LU 3 m a) f X 0) m -0 n ° r a) ;orru �� oma'° c C4Ea) a �cm'3�3 3u p w Q . +- rCo r�o c � j c > — ° Q CO in � a) � aa)i -0 'n -p Q L E ro C c ro c Q O } v +� V) - +, U o U p 6)c p rroo ��U'C � Qo - �-0 E j a o ra0fD>o `w_ >4o>Q o°°o >'C>ai rn � a 3 m o O a) +� E Q ro ro 0 v) -lb Ln OU U) Q C a) u> -0i -j z�azu° °-0.Q-ro� N " c— ' C al a) L L v X O ro a) Z)> C fl o U ro a� aQLL Q o>E a) c u° 3 u a 642 N UI D- LL LL J o Q N U w az W Z w U LL J a O Z O a LL J a O F- a) c -C 0 C u :3 w E C ru ca) p ra rO -C a) ami M'+- a) Q� O V) u m 2 _ > O U � :� + + Q `� 00 O, . 0 8 7 a) : _ a) N i i a) v1 O mO ro N C a) > C > vim) lfl i E w ,� g u ° .0 �„) E°c O roU a) rop-0 %-� aQ,L 0 0 O Q ' 1Q Ln O a) �' r�0 O a) a� i Q > toE m — Uj i i C OU Hro vi N c ra Q O p vi ._ 1 >, a) i u 3� EE Ou>'N to -ac Lr -O 0 0 +J w CO C c C c vi V V)° L rroo r>a c O� L O " M N to 0 (o O E C C O O .V > Q Q L v `� 'N U c N° >, 0 to ° U Q C: a,0 ro J p r- *Z 0 3 ,� ro O c O In c D E 7 Q v) Q.� Q O O m— cn'� c FOO E 0 �°• 4' Q N O 2 0 E • p 0 v) u 4� O > > a' a) c -C 0 Ln o N u� to m 70 ON a)� a) C 4, ami M'+- a) Q� O V) u m 2 c "p � > O U � :� + + Q `� 00 O, O � � al a� m p c Q-0 a) a O p a *' � N OM w m z y ria O C to a) N O +- m m a) P Ln 0)Q Ln _0 (n 4--> C O U �' 5 "O c C 44 - ra Q •2 c �� ate' a°��'L 00) Lu V) °-0o N aQ,L 0 0 ro 0-0 E i (a M C 3 ra -a a) cD o U .� to c �-0oa�3 3coEumELn 4z) Ln i a) N 0 '- 0 0 C a) O 0 ��'rn E u-0 p 0 0 0)>'� )n vtQ �m > (A �� r`o E o-0 u o p vi ._ 1 +, u ra L 0 c p M c H ra m 'O u 3� m Qa_1�E CL -0 ra ,� ra 0(n to O .N a s c Q m a) 0` 3 'p 0 0 +J w CO C c C c vi V V)° L rroo r>a c O� L O " M N to 0 v 0 '0 V) °F W D O ami a Q Q 3 + > fOcn a) 'O v L >' 4-1 - a�u-) E O Y • J Qv1J.� • v) a)LL�D • - �-0Ln 643 M CO 0 - LL LL 01-1 J °r U w z H Z LUV LL J a 0 I 644 It LL J o00C14 u w ix z UJ z LLJ u 06 U. -i 0 Q) a. 0 oW o I 644 It LL J o00C14 u w ix z UJ z LLJ u 06 U. -i 0 Q) a. 0 oW I 644 It LL J o00C14 u w ix z UJ z LLJ u 06 U. -i 0 Q) a. 0 LL J O In_ 0 V) Z w w O Ix E W (n O n. O a N z O w z O U 0 z F- ix w a z Q C7 z z O N m CL O Q V) F/i a) >> L roc 3� a) FU 4 � c c C (D4- O a) r0 '— -0 ro :3O i Cl rL 2,a) a) c � a) L 3 to 4, a) N a) — C 0-0 Ln0EZ Ua � ) U aa)) c O n a) ca:) E a) p .0 U a) Q E Q N 0 -0 U Q 2 C N a) Q C }>'+ �- a) O r0 EE°U O >L Q 0>>, U C Q c O Q O F- a) m } v) W 'O Q O ro > a) L U� " 0 � E O O j G+' Q C O` tn � > �- L C O C7 C O V)rn O U 1p U Q (0 OL Q) V) u 5 C En u ro ro Ov C)- U OUw O — a)E 6 C 7 CO) O ro C O Q O •— C . U LL > 0 ate+ O �n rp a U Q m Q> 4-- 4, O UO to Q. �L C ro _0 CN va Ca) Arco ro; m Ov 3 O Q p 0) c m Ll >, L O '> O -0 D C 7 4J i 7 3 `� ro fl. i) N U') C c OL -0 ��0a)c p A+j oE8- o CL a) C U QCc 4+ C i Q 4-JV1 L a) E U - C a. teO t a� +- Q� O ��.c 0 N 0) a) — 'U a) a) a c axi , '0 aci -0p O C > Q a, f- -0 a; � a) a E °'-p*' � c� °'-0 E wca)E c. - a) o ++ N O 4-'U O O w C O Q u01 W C Q -0 w a) to ro L a 3 m C c a) O o }' ra aa) aa) t M c E m 0 c aa) a)� E -075u cEt `>°w tn a) C:>�ro a� c c o c-0 t c ro m pp -roc LU • Q U U • U 0• 4 W m CL O Q 645 Ln U) 0 - LL Of J oo a0 N U ir j W p H w U ca LL J U a 0 c U O O Co L 4- w 4-J � i U (n 0-0 IA c Q p c -a > O Q > L p U L 4� O U a Ma) a a_' ro 0 E ro U 0M O -0 C L -1.1cL. O > C ro O O j 4�U p a) Ent L U Q +, }, a O E ro C 0 i � 4- in N O Q +v + C � a)E 0C: CO -a E� c ro -0 0 O m � a) +�+ E � E O� `- 4- (D QE p ro V) c E •— O a w c a) -0 a) c 0 C r Q EA a) a V C w N CL m 0( C L) U E a) W > 'a) ON i -0p O C > Q a) ro 0 ca) w2: was J i M C C U +1 L O rpt O E Vro L-) > V) En C a Q M oro ,�v >p- a aEi rn �ro � c O M a, c L Uw 0 Naci QO 645 Ln U) 0 - LL Of J oo a0 N U ir j W p H w U ca LL J U a 0 W Z J W H H Z LU a O J W LU 0 Z w w O Ix f 0 w N O M O a 646 ID r Q LL J °r° Q o N u w Ir Z LU H � Z LU U ca LL J O a O H x x o 2 E v cU W loocc CL o A c ft v c_ CO a v O Ff c O U � 646 ID r Q LL J °r° Q o N u w Ir Z LU H � Z LU U ca LL J O a O H O Q J F— cW L W O a i W Cn O a O CL 647 rl r cn a LL J °p Q o M Z UJ 1 Z W ca LL J 0 a O 10 LU W O Z a O LL J a O V c+J LO Q Q L -C 0-0 N +' '� �a; Q� 3 `� m �� 3s ° m c�L mru Q 4- O ai a°i u> �o Q O E +caro 3rn� aE ro C L C cm M °ai—O Ol Q ro a) ro L L. 0 O r0 �� In .c O 0) �� cn C 5 �, E .� x C N > N O `+- r0 >> 7 ro -a z O :> � i U L C i O O ro Q >� C CLn ro - 2 C U) (D O ° + C O L V • � C 'Q Q� 4 u C ro �, ' O O H= N Q L ro O c ro ro O ra O CL 1 o(A° 4- W V) O O 0 ru U 0 o•i O Ui OU C O � ~L� E+_'-0 3 ~ � o1vvUi0)U V a O v � ��_ C7 F- -ix a (3 a 20 13 gw i Q w vv � _ w x 2m w E F r 4 R3 -C N N j + L 41 -C C O C Cl L N C U w +' ro N O 4- O -O Q ro oma, O Nvi 3}'� E +caro � L L c O u u0 ro -0 (10� O V) C ro •O 'Nt — ro ro -a z � L a� a� °� 4- D c w>+ c o X 'J Q� Ln E,`�L°°c°ow--�� iJ o(A° Wa)-° r0 C O a O rn O L to - C O � a) -Cc a ° c a� c m O }' EowEc yrso ,� Vl C .L m o a 4' 'ro -0 a 4.z C }' 4- 0 ro > ° o O � L —0 3 .�. � 7 T O "O 2 Q. O al Z) :3 a) L O o a�rco3aci° 0tr aci°mEa om ,,,, �J ~�� 649 rn } ry Q cn 0 - LL LL J °r Q N U w m j w z W ca LL J 0 U a O 0 I ru- IFI .41 m a 0 m L Fv.l I • a' • O ZZ W, z Ipp 0z a 9 -mo Z Q CLI �E, cr $$ao Z sa�n4,sri Z IA �88 X53 z . . . . . . . . . . . 5 . z Z E O d 883 g 8 �g Ej cnS df O a O a, � LL� •g 0 $ =33 oI.lAgt lij 652 N N cQ L r H ry OD Q N U w W z LLIU co LL J O a O � N W J � W o 0 ci• 4 d' O 1,y N CLN C1. C:) S O CJI=►,Lj I.- C/) J r- W Rma O GD r� u WZ U) 0:5 ii +5+� W V ✓f CD _ LO � C3 ?m< z O�(If w0 LLJ cw Lu S:) Lf) 7- -J ()f uL>aa a>CDWln af >- LL, Z�� mInQCLW � b 4 a�Q � y Q W tV Z p � =Q C/) J r- W Rma O GD r� u WZ U) 0:5 ii +5+� W V ✓f CD _ LO � C3 ?m< z O�(If w0 LLJ cw Lu S:) Lf) 7- -J ()f uL>aa a>CDWln af >- LL, Z�� mInQCLW 4A L Tow � y Q W .20....2P- Z p ..�. �__r Co �o C5 671 / x 3„ X- ' =� .* — .; Z Ids O L7 ON f •� JL:z c� o 11 /ti a C./1 U w r. C/) J r- W Rma O GD r� u WZ U) 0:5 ii +5+� W V ✓f CD _ LO � C3 ?m< z O�(If w0 LLJ cw Lu S:) Lf) 7- -J ()f uL>aa a>CDWln af >- LL, Z�� mInQCLW 4A L W M � y Q W Z p m z - wv (:)0 ' =� .* — .; Z Ids O L7 W M oN tu c "' 654 ry Q G LLc� a J J J °r° U w N OC z LLIw z I= W LU U O R LL J a O a O 654 W w O z Q a O U J Q U m W H Z W U C14 u U+ � � � N _ N U U Q — i 4O O C r0 C O Q Q L. O` O r0ro L ++ � Q E 4� u 7 '� N 7 r0 Ln C U ro V1 Cl E p a� ro L C °' 4- z� ai m � ro � 4' E > �+ i C Q O1 ro 3 > C � L +� E U C .a C U C Q +� ro U ro E O i O a) ro C to m E VO -0 � Q V v O J > C > Q ro E L ` �. C Ln j ro E +' L = p m L V U E— E U p Q C +� p C N O E U O +' _ C N C O +� 3 L to U U C ro 4- G�1 C v� E E >' L Q N v1 O' O E dl U N Cl Q O E vi 45� E _j O ,C E O m °- 0 � � m m � E � � E � p � 4, E ro Q-0 a) a) O } Q O L vi p L C L70 C i E U U 4- U c m a L C �O — O U maO � C C> ro > m E > E N r0 ra-0 O U .Q +L-+ _� OU OV Q 4L Cl E 3 N 655 Ln N V) n 1 ry J 00 Q o N V W 0� Z W Z W V ca LL J 0 a O V) Z O Q O J J U a w Z w U LLI a� IQ <Kr > o s w 0 m � f i 658 00 N ry LL Q V/ a FY J 00 Q N U w a z w� LU U ca LL J 0 0 a O w Lau r � W C). CL 0 U) fr - ^Z U) 0-) W �—J� O (�) W W �. d � W �a� W � 0�o w Lau 1: WU�� CRS J Q� O fr W o Lu -0 Q CY l� O (�) W W �. d � W �a� W � 0�o U Z w Lau 1: "" F- Q� o— > -0 Q CY l� m°te V d tn U Z >+ Lau 1: "" Q� 659 rn N L Ln d LL J co a0 N U w ix j w F- W ca LL J U a O S) L ry w Z Q W D V) J Q w r) N Z W w O a W V) a a i,. m 0 3 Q) N 13 O L f0 a� U L F- 0 0 m N W qr O' Vf G 'n 0 Iti` a y- ,� _� •%+ � t � +L+ yam,•, � ° C � '- O 0 0 m �'0 Q) 3 'a N L o° p 0 �C ° a o v M 0 Uo °— o w m c� Qo 3 4 U U tn O U t w � -Sz 'o : O Q U � o � o b aCi ` a C C O p~ a O C + O o�4� N f0 ro 3oQo d p �v�a: O N c r`o 4-1 C .� 01 v °'� 3 O E O v �' ° `° o tn U �- Oa v O C -O v N U O i 3 w a C Q) v 0 E Q f0 C 'Ll3 S U i J .C� Q O I� E �° �i v •°c -c� v u U m Q v °u 2 for, m O M Q LL LL a J °r Q O N U w m Z W H � W U co LL J O U a O H LLI J Q H H Q a J Q U Q z LL V) H W x W O a x 0 Lu U) a O a A/)- I 4r)- I ijl� I 1/-, 1 44 1 -j-, `1 7 U a-• 0 U a Q rho J 0 Vl tU _V) fO u (U > � U Q dD v D vii 0 U 0 VJ N U J O F- ul c -I 00' � ti O N rl c lA A/)- I 4r)- I ijl� I 1/-, 1 44 1 -j-, a) � a) C n a C O� .N � oC o o 3 a, �, ° °' ° _ +J C '� a) m m rn� a X m c o ° a) ' -a O a1 'a > 0 -0M t O -6 rn w c a, , a r +• rn 4n 0 m c ro Hro s ra = O c O 0 a) -0'c +� `a� °o Q u ° CL 0x.ao o c t E -0 0 d Q. U 0 a0i U U O Li t V c i E O r r 'C U' 'r0 o o U Q *' ro Q p u 3 R. p +g O E c` Q o O ns Y ,� C '� M U (D c O O i o a) O O BOO 3 +°+ U Q M a1 th Q 0 = o C t i � `~ U O U =- N. i ° 0 10 Q> � .2 N w 0> t _N j C C LL � i O O 0 i t Q. Oa � +' O ?� In O 4 N m ° i 0 C r +� 1 'Y i O 0 C U V fC0 >+ C a) V a) a +i+ O f0 = O O .0 U Q> > o t6 C O O c > s m (a � �' Q. o rn m 3 u ro 'arn +� :� c o .E 661 M J 00 Q N U w m z Lu F- LU 06 LL J U a O `1 7 U a-• 0 U a Q rho J 0 Vl tU _V) fO u (U > � U Q dD v D vii 0 U 0 VJ N U J O F- a) � a) C n a C O� .N � oC o o 3 a, �, ° °' ° _ +J C '� a) m m rn� a X m c o ° a) ' -a O a1 'a > 0 -0M t O -6 rn w c a, , a r +• rn 4n 0 m c ro Hro s ra = O c O 0 a) -0'c +� `a� °o Q u ° CL 0x.ao o c t E -0 0 d Q. U 0 a0i U U O Li t V c i E O r r 'C U' 'r0 o o U Q *' ro Q p u 3 R. p +g O E c` Q o O ns Y ,� C '� M U (D c O O i o a) O O BOO 3 +°+ U Q M a1 th Q 0 = o C t i � `~ U O U =- N. i ° 0 10 Q> � .2 N w 0> t _N j C C LL � i O O 0 i t Q. Oa � +' O ?� In O 4 N m ° i 0 C r +� 1 'Y i O 0 C U V fC0 >+ C a) V a) a +i+ O f0 = O O .0 U Q> > o t6 C O O c > s m (a � �' Q. o rn m 3 u ro 'arn +� :� c o .E 661 M J 00 Q N U w m z Lu F- LU 06 LL J U a O a J a F - w W O a J H a U V) W x LU O a LU (A a o0c a a) U) O Q O Q 75 O O Q 1-0- Vi 0-vi C a) E a) O Q 0 O U 0 m r 41 70 3 O m O 0 C ro 3 O c V) a) O a) U m U a) z 662 N M Q U) 0 - LL J o aN U w Ix W H W cz LL J U a O L c M� E O C > 0 U a) L a(D ro N 4- O c O m u) 0 c O -0 :3w +J L ru U C >O a) L a) L >, a) C L Q U O C Q E r0 u i fa U ra-o 0X ro a) in rp Q LnQ 4-JU V) . C O Q j rip �C 6 Q C ro Q in wro C +, 4-1 4; C O + >_ Q 4-J L ro 0) 0 i ° L ro Q L O z" ro C ro E rn _ i i OLL E L C: -0 o 0 D3:O 4-j L O O�U > V a) rn O C O - tn C i H Q C O� r0 C 7 C C O- 4' C U L ro 4�L i0) CL 70 -0c r0 ° O �, a) cn O 0 ro t 0 > L 0 u LL ro ° p 3 c E > ro � O C o C a) ai U U - 3 : a) a) U O roLn rn L a) 0 L >, U) � j N E w a) Ln o 7 L 41 C 'n ro U O O L > O U a) L-+ ro 7 +7+ a) U) O ? C 0 4 4J 0 L N— .3 O E 'E m c a) O O U j a) 4� a; L > Ef} o _ E ro c +� — O a) E 'C 4 �m ° C M L O a) ° m-0 Cl 7 O 4� +� a) -c c M c o o v= O o E aNi 3 E 0-0 3° C � a) E o Q. o w 0 m 0 a 0 ra a a E to n o a c0 m 3 0 a) M a w L ro +� -c c� C E� a) c p `� m I— ai � °� a../ i7 U _ U 4-0 N a U M O +� m p +! a) O ro i C-0 a) H F- ro U U w N > -C E a) d L 0 3 M .Q i a) vi fo a t V r0 O ++ : mo C: o c o a m rn O U ,v � E'O 'O E a, '^ a) M m 4, a) � O — 3 O C a) E m fu 0)> .� m e a) > a) m oa) m E c m o ° �, a, V) a) m � rn Qui a��o° <F- mma) a� 662 N M Q U) 0 - LL J o aN U w Ix W H W cz LL J U a O W H LL O O a V V) W r) V) W w O a W N Ca a C a ca N 0 2 u a) OL U) V) N 0- 06 06 c O 4� M a) U 0 c D a) U) W O N a) c 0) C rp a) M W L O O Q - E O U w U Q_ M r� a) c a) a) L 4- 0 m a) L N 41 7 0 U) a� aa)) 0 a a N CD E 0 cn M O U L N O. 0 e� T �o W T ro c O C CD E (0 Q Q) Ln (0 a c 0 CO a) U a) O C 7 m a) Ln W 0 T M c c t6 N 7 O L a) a) O 0 0 M N a) -r- 0 a) I- CL Q 0 Q V) �o L w 0 rn C w 0 T j c C c O 0 Q- C u N L 4� v- O i a rp a) t C i O to Ln 5C + a) Ln N C 0) C O W 70 U Q O � a) 1 -0 M C O ro Q E M Q L Ln O M — 1Ln Q _Q i = 4T O O L + > i Q .0 O C a) 4) al > u M -0 C C Q 4� Z) o T i Q u aL4 a CL �n 1:0)> c E E �ra O a) O N O > c 0) 'C j Li a O c Ln T f0 Q a) E 0 a) o M 3-C LL +� —M 0 } 0) Q o +� L a) 3 E � 4 `� O 01 o Q 0) ul L F7 i -b a) w 70 MCI E 01 Q a Q '3 sL F° Q 0 2 0 a g 663 M M ilk a LL J 00 Q N U w m wD H LJJ U 06 LL J U a 0 U J r N L' F w a 0 W J O ow O H 664 IV M CQ cG G D LL J °r° Q N U w az W H � w U ca LL J 0 CL O f- ;;�. ,:•per'. .� 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 31 Page 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. 51 Page 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: ante and Title: "iA OJACLj' n Date: (0 JF7--N -P,-.0 1, WP VLD `t' des l D4cvT , L. (,,(I L+(,,5 670 �stat� 7 1 P a g e CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC, AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE 671 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 CONFIDENTIALTO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 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 91 Page CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 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 101Page 674 ■ 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 111Page 675 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 121 Page 676 and provides for a truly unique world-class destination that will provide the city with fun, financial security and stability. CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFILIATES- NOT FOR PUBLIC DISCLOSURE 131 Page 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 131 Page 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 141 Page 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 151Page 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. CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 171 Page 681 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 CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE ® � TOPOOLF, Consumer Brand ✓ ✓ ✓ ✓ ✓ Key Demographic ✓ ✓ ✓ ✓ ' Social Environment ✓ ✓ ✓ ✓ Corporate Events ✓ ✓ ✓ ✓ Engaging Activity ✓ ✓ ✓ ✓ Chef Driven Food and Beverage ✓ ✓ Live Events ✓ ,/ Innovative Technology ✓ New Sport ✓ 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 CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 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 CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES — NOT FOR PUBLIC DISCLOSURE 191 Page 683 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. CONFIDENTIAL TOTOPGOLF INTERNATIONAL, INC, AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 201 Page 684 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. CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE 211 Page 685 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. CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE 221 Page .:. 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 CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 231 Page 687 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 CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 241 Page .:: 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: CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 251 Page .:• 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) CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFILIATES- NOT FOR PUBLIC DISCLOSURE 261 Page .•1 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 CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE 271 Page 691 — 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 CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE 281 Page .•. 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. CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 291 Page 693 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 CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE 301 Page 694 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 CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC, AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 311 Page 695 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 CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 321 Page UN • 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. CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 331 Page ffi 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 CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE 341 Page 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 CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFILIATES- NOT FOR PUBLIC DISCLOSURE 351 Page R.. 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". CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE 361 Page 700 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. CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 371 Page 701 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 CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE 381 Page 702 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. CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE 391 Page 703 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: CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFILIATES- NOT FOR PUBLIC DISCLOSURE 401 Page 704 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: CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFILIATES- NOT FOR PUBLIC DISCLOSURE 401 Page 704 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. CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 411 Page 705 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. CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC, AND AFFILIATES- NOT FOR PUBLIC DISCLOSURE 421 Page 706 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 CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 431 Page 707 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 nr M<M.f .M rr.[srrn Fru [r[.r[ w,Ir II.I Y./O.L OMILLID AFFL■ OMA!! FlO SPINACH GOAT BACON SANDWICH I I CMla Si aUMBSM r«x•L .n.ur.r.•w • o....r.. o.nY..aLre.. •.«r••+.r 1•.. • ►.r.n UHu • ..YW G.Mn[ L.an ..r [Ir•....r.M...r r..n. bed � . e.M« w�• 1.<..r r ►.I..mK ...n w.Nl wnro �.[ M.•n .rxmr•n ..v :rm . WATIMMSLON FOP THE a.O.A.T. I' 05551117 •I [r.wuY,.. ,...<►I«w•wl. ,..•. f.«•.YIH .II•.TMH • <Ma.W • [•o"n G.ncn M.dM ,n.. inra.n N+A . duuN ..IF pwM.. wY W+0•fu >.W • rm «ry .00 ' O.Hn APPS SHAREABLES BACON NAC 'H' CMIR71 CH5S1l FRlai $PRIMO POLL■ [.•n «.. r.•a. •....IMt, • r W.l mull • I.tan MI•fprr WARM FRSTZSL BITE@ Fa.n W M Opo . Gr1~,LI.i• Pobon cF.•.• wuc. MUSHI to Q—.uKYv.i[. • drvnY.n ►w • 1.I•H.. I.W. • ur•r [II•.. CRAFT B1tR OYa50 [• LF.•Iv ..obNa. • Io.0 d b•M • w u W p• 1'.Y. W u ORILLSD -BACKYARD' WINO■ Dr�rr.Cb.d •.W 21— al--b— Or•Nd cnYyn .yn0. • +.xY O..c napml• b�++N TOFDOt* WINOS w<e.Mnl .nK.H.n�a Inup r .•w .nr•. Y. n.y. N.sw... A.H I IM M HUMMUS 9 A•�IW p•.IK M..•.r..a • clrnsA.rl d•u.4 . �r.r.Iw.•Iwn..• crop <0[rn►.f • pY:YNr vp.1.ON< 5140111/ COCKTAIL YH.-...<n.d .nrono • ..•1.. ac • ...•n al•.. O.nO.. c.A I V wu . h.sh I.lo.no 21ONATUME MACHOS ibl4 cMH • bv.L.. «M. Inr••i...w I,.ns •.1M�r M1 d�I.,N Ir•U Ix.H^. ! I OURSADILLAS w. • e+•.Ja« • ibH.. r• V+Kca n•tva••• , r r •UAC.CNIFS w•w..w n..rww .rn/• L.xAI . h•.h . x.• CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE 46 1 Page 710 .>!%"- ti • SALADS •.w, ww /r.0 u....reu....c HOUSE SALAD G GPCNAC14 a @OAT Crlaaa; p•n cis.• • rw I•wwen • .fc a •N.m . wmbiN arrran ....i.d e...n. • Mw IY b•I.rwi .IrWywe. uwr . w rrw.r � ■.e w... • CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 471 Page 711 FLATBREADS SLIDERS .r...e rM. .... .. Oraw.e [rtr4 • wWu4 Pa PPIROMI J 5 ■UPPALO CHICKEN 0 5 tMIC LEN A WARELai 5 " r.•.r.. n.. w... rw . e.r...w .. w+..w, . 6.r.M.w r.e wu•n.e. ww, ..n• . eww .r. r.ew Yw.e •..nn...wwr •.w. ..ex•...�.c.d.aw. I.n�...• aa;AKFAfT to KPRO;CIUTTO.YL7IMAT■ ARTICHO OLIVE •YLLTO PORK ►•s•n . n.YM.r. . vb• . Iwr F..+•0. Fe9 wx.�c... .M•.•clwu Y•ne . kp M W V p M1n. W.. w.b . oa[•stl .I.sY P'PPw ..r•M.N..w . hr• r•. . h•.NV e�.W a.r. y.e..vY. CMAR•f RILL/O ■Ti AK• 1 rww.aw •a.•.nuw.• RUP/ALO CHICKEN e.....w,..i . r...n .w rw,..a o.00... w.,v. ewnb.•. w.w�e.. w..a.e SALADS •.w, ww /r.0 u....reu....c HOUSE SALAD G GPCNAC14 a @OAT Crlaaa; p•n cis.• • rw I•wwen • .fc a •N.m . wmbiN arrran ....i.d e...n. • Mw IY b•I.rwi .IrWywe. uwr . w rrw.r � ■.e w... • CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 471 Page 711 aa1SKaT aaILLSD TURKEY AVOCADO CHSa M: W*AF- 9 S MWrt.RO bwn •dw.f i.�dr ••o4 n.wrw•N aAw• ..•w•rri. •M m•M.• d+'••.. w•e•i• • ern•• • r•ar.W • Im•w TNN .VY• . I.arn . lo..�e. •wW1 GRILLEDCHICK■H TNa NAC DADDY' ■ANOWICN to polio CNI CKM .•...w i..r•n F•r•I. SANDW ICN M.M.. 1•run ..N •� • Prr rM Inh, n�Yuu6lriN erwn b.rx .Jt/.n d.� • b�l. b.n . Syirr -1, C SNACKS /aaHCH ialaa i MOASONAL FEES" FRUIT TATE■ TOTS SOON SALAD A �.�.....� �.....�r BURGERS TNa CIASf IC' los SYHp1■ KUa Oa A• . TNN .VY• . I.arn . lo..�e. •wW1 TNa NAC DADDY' S jOKKNOYSa• 12•iia,.w•...w•.••in•n.Na•....• VSOOIS SYa Daa ....rr er.•.. lin.•• • i....+. • w•.. [n�•rr•-•pw ds+ b..• •nir CONFIDENTIAL TO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES- NOT FOR PUBLIC DISCLOSURE 481 Page 712 " irs.i. rr�i w i.ri. roil .. seK w.n rr I..c 11 CNEEIIDU/1OSn CNICKSN TENDIRS 1 ae A— W'.r . M!M!a! [h..a. In.. l..ww.r.alr.r eI.!•.n ODILLID CNSIES f. .. e.... �,.i.......~��- r.m�lar..r•Mn.ne.nln..0 NIN! NOT DDD■ ..a n.0 A.o. . Ml hili OLY" IMrNIY Il4f.a. n 1a.Nr Y W TOiaOL/.CON/KIDSONE DESSERTS SILVSR DOLLAR INJSCTASLS f'NOREf / PONYt NOIR/ 1 A.u..rrvfrnrw.rr•na.�•rr •.r.l, p.. .. .... ear!. •.w.y. r. [l•a..•„i.. R..r. fnpcatr4 P.A..aOf "[Z.- ...Mary lup a Mrun [r..m �_ ICE CR■AN SUNDAE q u r _'ALL. c• :. II' rr•r.ru r..rarn • nn. an.rrn. I r.rr. •r...•.rlwal.11.., MAKE A iSH ard.� aAa til M Arun! la IWtL W lY' BEVERAGES ENEROt FOUNTAIN OSINNS _ P.d Bull Fnapy dur r.R.i P.A !uN Supuln. OYl P.ar prr.ol d P.A..aOf "[Z.- naunl.:!O.. 0— —IWn.a R.E IuN YNIw EJJan IIrlO Rae[ ■r. lraprawa .A. —1 T w.l iwsr OTMA ■EYERAOEf we. ,•....�r ... nn .r ..s... p..n.i. ard.� (tarrw! rum a Feer Puncnl ! fl..Pf.d lc.d Iu M20 LIFE . G.Jn p'. rrna•. p..f 3 f...n 9— con.. s r... •. A.7'. rooa far66n9 H -- CON FIDENTIALTO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE 49 1 Page 713 BREAKFAST BRUNCH TOFOOLF■MSAKFAST FRBMCM TOAST: BURRITO g.11.N r.Anen.ga.t....gA. t.e.n• •A nN r n .qg l . b.can . Ir.sh sY.r W rrws clvari.o arsp.. clyddv . gr.1.tl cn.dd.r yl.p. n. uri'iA. CLASSIC MIMOSA �. CHICKEk/ WAF#LR MRALTNY START SLIDERS ngu.rm.o•lrgl.n .riw SA MOWICN ' UY ✓ n t[M.n . r—l.d Eng{.h rr.r lfin • dHn rural h Y P rrp. A.. r. IVEN • [hale✓ . •ud. fr.an orrq• gr.P.lrrnr •.nw.W • [ w. . Ilulry pq rlrrt�n of Ir.sh IM FRSSMLY BRIWSO CHORIZO S ■60 iLID;Rt TtIA! ■RI■RMT HASH SKILIIT' - Cnaixp pntY•w.d .hrt. cn.ddu ..[r.naiw pq+neu [.-raur.d fRWabg pnuf . tyt/r.q Wpp✓ u..J IorutYb uta. A.�n.l..i PM.fw• . �t.n. rnaAr✓ . .Ynnr.re.-..p .vg Eont alrlolcr• ' ULTIMATI BREAKFAST .d..n.d .gp.1•w•..•.w ■LATBREAD ro[....ru .w[.•GW.n br:✓r ♦ u. .d EngMn rrVlf•n . Serrnbbd pq . pn.nrobdamaf.d e.Ygry nw.. pveaew• mr..•[n..a. ni.nd . n o .aria 110E S Ch..c. of u.aonr Ir.•h �ru4 b.[.w ✓ n✓•N hlr..W. O.Y BRUNCH COCKTAILS M AMMOSA o TITO't ■LOOOY MART g.11Y:inl Prd.Yccb • &u. Noon l.lgi.n WIY I.. Ir.•n w.nq. lure. InbY N.n M.W V[Yf•. irlenY N[SI. dr..g• M1..nrFr • l.. ah I.rxn • agM✓ aan nn teREwDR1Y/R •ffw Yl N✓dnn J..... r CLASSIC MIMOSA �. ..yea Pr...[[e . h. J. ✓.rnq. ✓r[. f AKORIA e g..o Or Sd g.d Lrpd. Ir..n Sum Jul CIf fr.an orrq• gr.P.lrrnr •.nw.W • [ w. . FRSSMLY BRIWSO cOFFII•TEA CON FIDENTIALTO TOPGOLF INTERNATIONAL, INC. AND AFFLIATES— NOT FOR PUBLIC DISCLOSURE 501 Page 714 QQ.I r 715 W D b 3 H u:2 =a v�^ �3 ry W 716 v m a N Ln w R -11 717 v to a m Ln 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 1;0 Set Message Properties R„ Set Proble Properties ®0 8 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 VW Sell Message Properties I Set Profile Properties Not Set 541 Page 718 8+ nancy nelson 11h Great time, friendly helpful staff 1 Review 1A fopgo!1 Tampa f.1ay Ob -018 11 30 PM ►i Set Message Properties ti Set Profile Properties Not Set Not Assigned 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 Q Set Message Properties L Set Profile Properties Not Set I 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 Set Message Properties h Set Profile Properties No; Set Not Assigned rs 1 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 $ Set Profile Properties Not Set Not Assigned Jim 1 9 561 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 Set Message Properties Set Profile Properties Not Set Nol Assigned 1 571 Page 721 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 Q Set Message Properties AL Sel Profile Properties lot A -,;F' -- ��+ 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 Q Set Message Properties .L Set Profile Properties 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 Set Message Propelttes Set Profile Properties 601Page 724 0 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 1 Sel Profile Properties 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 Set Profile Properties 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� � � •�. �, �tTf m TTMTTIT6'� WRIMHA 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" I 4 ' /!R � � � I ^ � + ` it � ` • y /• % 40�'� IWO I LU IL 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. Page 117 752 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 Page 118 753 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 Page 119 754 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. Page 120 755 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. Page 121 756 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 Page 122 757 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: TO START & SHARE 160.4 No �T� 1 5 1 �All}R£Ar15 II�L t, l.r s; 10-5 ANY Yoe WAY • r WINGS CLASSIC IIUFFALO 9.5 MAPLE HOUHHON HACON 10 5 U.- - , 11 1-1. 1, -rr. — CHILLED GARLIC HERO 9.5 DRIVE SHA CK MENU (Start & Share) (Orlando) Page 123 758 •' " 5rAC KED NACHO'' N ll1IT1•=rfr Allr Au ❑l P. 7 . swGrr A %PiCv (l •-rn = 5 MDR TRIOS r GA MA Mr, CLASSIC ALL-OLEF BURUR 9-5 SII+SitCH ILptpl,ll'. ,i 1 i.:: .. �- .........,.. ! -.• - LAMB BUR6IR 10 [pill eo 14 YW .A( -P% A L S ••- • �� -- - _• c LRILLLD CNICKIk BRLASI 9 i � IV+L IrLll 1 No �T� 1 5 1 �All}R£Ar15 II�L t, l.r s; 10-5 ANY Yoe WAY • r WINGS CLASSIC IIUFFALO 9.5 MAPLE HOUHHON HACON 10 5 U.- - , 11 1-1. 1, -rr. — CHILLED GARLIC HERO 9.5 DRIVE SHA CK MENU (Start & Share) (Orlando) Page 123 758 DOUBLE GRIP BURGERS UHI'Jf :IHACN,"•.Ail iJ(f1 U121;i1(; CHOOSE YOUR SIDE: CARLIC-PARMESAN .;1 AK H[I-•I .—ON, �• f i• I HOUSEMADC CHIPS - C. -fi-HI 1f !'Atlklfl AIR A III CNU IIS GSUlI110 LHIIL;i, FRENCH FRIES, - iIHISi:f[ dltpC;Ill^;I hlil OR TATER TOTS o] 3M.L96>➢ $Mi1 l}>e[oU---1- I1. •IgLC ire ONE 13 *L;i ;i;; •: III U; .. - lti ACYL 9f AH L VIGGIL V.5 ■ill It l }Qo�eT W{If +{y{ • I ."-" .-'• . -• I. •.I • . 0"111 SHk C% CL ASIC IO S , ,h! SANDWICHES & FRESH PRESSED PANINIS GRILLED CHICKEN SANDWICH 10 .;1 AK H[I-•I .—ON, �• f i• I II C. -fi-HI 1f !'Atlklfl 9 5 THE GREENS tv CHICKEN CAESAR II SPINACH 5-CRAI4 BOWL 10 5 BIG SIDE BASKETS GARLIC•PARMESAN HOUSCMADE CHIPS J 5 FRENCH FRIES 1 5 TATER TOTS 4 DRIVE SHACK MENU (Mains) (Orlando) Page 124 759 KIDS MEMS rpN 1"r6I VCI :1[ , :iICIA + SOI I ins r• ;(;, I1. •.Ih4A1��1 ON,,,V BUILD YOUR OWN MAC 6 JR TURKEY SANDWICH 6 C I+i IIOAH UI+RC I A ;i iS7CFi 6 {L$14 C. ti[: OUE SAOIL I.A 6 LIRLADLO L14ICKIN rENULRS G BEVERAGES ............................ . FOUNTAIN 2 S WA rER F. ENC1461y .I o Iv I, r• •. ... • r .rr Nr: h: �r+1:1.. 2 5 TEA 2.5 31 T1 VE SHACK MENU (Kids & Desserts) W Of SWEEi VICT0IRIES -- pERFECr PAR -FAITS GET YOUR OWN 16 YOU DESERVE IE! TRY ALL THREE 116 WHY CHOOSE, STRAWBERRY SHORTCAKE ROCKY ROAD SALTED BUTTERSCOTCH I R Ei 3 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 Page 125 760 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. Page 126 761 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: Page 127 762 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 Page 127 762 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 Page 128 763 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 Page 128 763 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, Page 129 764 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. Page 130 765 RIGHT TEAM 0"holh, O Fwd o/Id 1111c Talc Goll I'raclitiunal (lull U/lcril : 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 Page 131 766 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. Page 132 767 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 ' r 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. Page 133 768 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. Page 134 769 E. STAFFING PLAN & ORGANIZATIONAL CHART (lrgrriri rrriutfal C'hrrrY llelyrrrtrfr . strurture 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 Page 135 770 • 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 Page 136 771 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. Page 137 772 F. FRANCHISES/SUB-LEASES Not applicable Page 138 773 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. Page 139 774 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