SR 06-14-2022 3I
City Council
Report
City Council Meeting: June 14, 2022
Agenda Item: 3.I
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To: Mayor and City Council
From: David Martin, Director, Administration
Subject: Approval of Pier Corporation Fiscal Year 2022-23 Budget and Work Plan
Recommended Action
Staff recommends that the City Council:
1. Approve the Santa Monica Pier Corporation Fiscal Year 2022-23 Budget and
Work Plan;
2. Authorize the City Manager to execute a third modification to agreement #10101
with the Santa Monica Pier Corporation to extend the term through June 30,
2023;
3. Authorize the one-day reduction of Carousel Ticket Fare Rate to 5 Cents on
September 15, 2022, in conjunction with the Santa Monica Pier Carousel
Centennial Celebration.
Summary
The Santa Monica Pier has been welcoming visitors for over 113 years and is one of the
region’s top visitor destinations. Annually over 9 million guests visit the pier, from Santa
Monica locals, to visitors from around the region and world. The City contracts with the
Santa Monica Pier Corporation (SMPC), through a Services Agreement to manage
certain programs, services, and operations at the Pier including street performer
monitoring, filming, event rentals, marketing/social media, and the production of
community programing. The Council-appointed board is also charged with the
development of guidelines pertaining to sponsorship, marketing, events and leasing for
Council approval. The SMPC is required to prepare an annual budget and business
work plan to set forth its goals and objectives for the ensuing fiscal year. In accordance
with the Services Agreement, the SMPC is submitting its FY 2022-23 work plan and
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budget to Council for its review and approval. If approved, the SMPC’s Services
Agreement is to be extended to June 30, 2023.
Additionally, this year the historic Santa Monica Pier Carousel is celebrating its 100th
anniversary. To mark this special occasion, the Santa Monica Pier Corporation is
planning a celebration on September 15, 2022. Staff requests Council authorization to
roll back carousel ticket fares for one day, to the ticket price charged in 1922 --- to 5
cents per ride. If approved, the cost to the public to ride the Carousel on that day would
be 5 cents per ride from the current fare of $3 per ride.
Discussion
The SMPC’s main sources of income are event rentals, filming, corporate promotions
and partnerships, followed by the City’s annual grant – all of which were significantly
impacted due to the prolonged effects of the ongoing COVID-19 pandemic. Economic
activity on the Pier has begun to rebound and, while there are still ongoing impacts and
uncertainties, SMPC has seen an improvement in its revenue producing activities. This
has enabled the organization to reinstitute free community-focused programing and
activities in the current and upcoming fiscal years. The SMPC FY 2022-23 Budget
(Attachment A) and Work Plan (Attachment B) describe in detail the activities and
programs SMPC will undertake.
SMPC Budget
SMPC’s FY 2022-23 Budget projects total revenues in the amount of $1,610,000 and
estimated total expenditures in the amount of $1,625,000. This will result in a projected
shortfall of $15,000 which will be covered by SMPC reserve funds. The SMPC’s budget
comparison from the previous year indicates that FY 2021-22 year-end budget was
projected to close with an $85,000 deficit but due to a faster than anticipated recovery of
revenues, SMPC year-end actuals for FY 2021-22 are projected to end with a surplus of
$27,000.
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Revenues
Projected revenues include: City grant funding of $150,000; revenues of $1,100,000
from deck and carousel rentals, corporate promotions and partnerships; filming fees of
$275,000; grant and loans of $30,000; and other miscellaneous revenues (food &
beverage, licensing and registration fees) in the amount of $55,000.
Expenditures
Projected expenses include: $870,000 for personnel expenses comprised of salaries,
benefits and related services; $375,000 for expenses related to facility charges (e.g.
Pier Deck and Carousel rentals) including payments to the City; $300,000 for SMPC
produced Pier programing such as Pier 360, Locals' Night series, Wellness & Waves
series, Dia de los Muertos, holidays, PRIDE; $30,000 for marketing; and $50,000 for
contingencies.
SMPC Work Plan
The attached FY 2021-22 Work Plan describes the activities and strategies SMPC plans
to perform during the fiscal year. Efforts include continuing the work of its various study
groups, bolstering its revenues, and producing new and returning free public
programming to the Pier. SMPC will also continue to advocate for the continued public
safety and legislative efforts addressing activities operating outside of local, County and
State regulations.
Extension of Service Agreement
The Service Agreement between the City and SMPC (Contract No. 10101 CCS) will
expire on June 30, 2022. Staff seeks authorization to extend the Service Agreement
term through June 30, 2023, to coincide with the 2022-23 Fiscal Year.
Carousel Ticket Fare Roll Back
The Santa Monica Pier Carousel, a classic 3 row carousel with 44 hand carved horses
(16 standing horses, 28 jumpers) was built in 1922 by the Philadelphia Toboggan
Company (PTC) and given the designation of PTC No. 62. Originally installed in
Cumberland Park in Nashville, Tennessee, the PTC No. 62 has resided inside the Looff
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Hippodrome on the Santa Monica Pier since 1947. The City of Santa Monica owns the
Carousel and operates it for the public’s enjoyment and benefit. The Carousel ride fare
is set by Council with ticket fare revenues used to support the continued operation and
maintenance of this historic machine so that it can be enjoyed by future generations.
To commemorate the 100th anniversary of the PTC No. 62, the SMPC intends to host a
public celebration. Staff recommends Council temporarily adjust the Carousel ride fee
from $3 a ride to 5 cents per ride on September 15, 2022, to reflect the ride fee charged
in 1922.
Commission Action
The SMPC Board of Directors approved the FY 2022-2 budget and Work Plan on April
18, 2022.
Past Council Actions
Meeting Date Description
06/22/2021 Approval of FY 2021-22 Budget and Work Plan and extension
of Services Agreement through 6/30/2022 (Attachment C)
07/14/2020 Approval of FY 2020-21 Budget and Work Plan and extension
of Services Agreement through 6/30/2021 (Attachment D)
07/14/2015 Council Authorization of five-year Services Agreement with
SMPC. Contract No. 10101 (CCS) (Attachment E)
Financial Impacts and Budget Actions
Pier Funds of $150,000 for the Services Agreement with the SMPC are included in the
FY 2022-23 Proposed Budget in the Community Development Department. Staff does
not anticipate that the special one-day promotion to roll back the carousel ticket fares to
5 cents would substantially impact the City’s carousel revenue projections for FY 2022-
23. No additional financial impact or budget action is necessary.
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Prepared By: Elana Buegoff, Pier Administrator
Approved
Forwarded to Council
Attachments:
A. SMPC Budget 2022-23
B. SMPC WorkPlan 2022-2023
C. Authorization for Second Modification of Services Agmt (Web Link)
D. Authorization for First Modifictaion of Services Agmt (Web Link)
E. Services Agreement Authorization (Web Link)
F. Second Mod Services Agmt No. 10101
G. First Mod Services Agmt No. 10101
H. Services Agmt No. 10101
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Proposed Projected Actuals Proposed2021/2022 2021/2022 2022/2023IncomeCity Funding$200,000 $200,000 $150,000Facilities ‐ Event Deck Rental$200,000 $425,000 $600,000Facilities ‐ Film Permits$100,000 $250,000 $275,000Facilities ‐ Merry Go‐Round Rental$75,000 $45,000 $100,000Facilities ‐ Corporate Promotions$100,000 $175,000 $200,000Partnerships$50,000 $200,000Food and Beverage Sales$20,000 $25,000Licensing and New Revenue$10,000 $12,000 $15,000Registration Fees$12,000 $15,000Loans and Grants$20,000 $25,000 $30,000TOTAL INCOME $705,000 $1,214,000 $1,610,000ExpensesFacilities ‐ City Refund ‐ Merry Go‐Round$30,000 $14,000 $55,000Facilities ‐ City Refund ‐ Pier Deck$80,000 $250,000 $300,000Facilities ‐ Event Staffing, Security & Supplies$15,000 $20,000 $20,000People ‐ Wages & Salaries$450,000 $475,000 $650,000People ‐ Benefits$120,000 $121,000 $150,000People: Meetings, Office Supplies, Retreat$15,000 $25,000 $35,000People ‐ Services, Audit, Insurance,$30,000 $30,000 $35,000Marketing Creative$10,000 $0 $10,000Marketing Promotions, Travel$10,000 $12,000 $20,000Pier Produced Programming (Pier 360, Locals' Night, Wellness & Waves, Dia de los Muertos, Holidays, PRIDE)$0 $230,000 $300,000Planning Contingency$30,000 $10,000 $50,000TOTAL EXPENSE $790,000 $1,187,000 $1,625,000NET INCOME($85,000)$27,000($15,000)NOTE: The deficits in budget will be covered by Pier Reserves. Santa Monica Pier Corporation Budget 2022/20233.I.aPacket Pg. 877Attachment: SMPC Budget 2022-23 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
FY2022-2023 Work Plan
This document lays out strategic work plan of the Santa Monica Pier Corporation for
Fiscal Year 2022-2023, a year in which the world collectively takes the next steps
forward from two years of COVID-19 pandemic-related uncertainty toward a new
normality. For the Pier Corporation. that new normality will include building upon
the visions and progress of the three study groups initiated in early 2021
(Governance & Revenue, Programming Priorities, and Community Engagement) and
expanding its focus in to new, yet very Pier-specific, arenas.
The Pier is approximately the size of a 3-block city street, upon which are an
amusement park, an aquarium, a trapeze school, 8 restaurants, 13 licensed vendor
carts, 4 retail shops and a 100-year-old antique carousel that is housed within an
official Nationally landmarked building. Fishing and street performance add to the
daily scope of activities on the Pier, as well as frequent brand activations, art
installations and free-and-open-to-the-public programming. In pre-pandemic years
the Pier welcomed approximately 10-12 million visitors, which dropped drastically
in 2020 and early 2021, then gradually rebuilt over that past year to reach visitor
levels that now rival that aforementioned 10-12 million number.
The past year has been defined by rebuilding – both figuratively and literally. For
most of 2020 and much of 2021 the Pier Corporation was severely limited in
revenue opportunities via event rentals, filming and the ability to produce its
customary public programs due to pandemic protocols. Additionally, the Pier
Parking Deck (large-scale event space) has undergone a massive rehabilitation
project, which further hampered event rental and event production opportunities.
As pandemic protocols loosened, and with careful coordination with City Engineers
and construction contractors, the Pier Corporation was able to reestablish revenue
streams for event rentals and filming and revive some key public programming.
The new fiscal year will continue the momentum forward, building upon the
progress made over the previous year while also targeting its outreach and
marketing toward specific demographics and event opportunities, reasserting the
Santa Monica Pier’s status as a local, national and international iconic and historic
destination.
3.I.b
Packet Pg. 878 Attachment: SMPC WorkPlan 2022-2023 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
Map of Santa Monica Pier 2022
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Packet Pg. 879 Attachment: SMPC WorkPlan 2022-2023 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
Santa Monica Pier Corporation Board of Directors
Board Chair Vice-Chair Secretary/Treasurer
Christopher Foster Nicholas Rolston Randi Parent
Daniel Hall Jeffrey Jarow Misti Kerns Carter Rubin
Santa Monica Pier Corporation Staff Members
Executive Director: Jim Harris
Operations Director: Aurora Piña Activations Manager: Anne Railsback
Brand Manager: Julieta Giner Facilities & Weekend Specialist: Corey Hart
3.I.b
Packet Pg. 880 Attachment: SMPC WorkPlan 2022-2023 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
Accomplishments Of Fiscal Year 2021-2022
Fiscal Year 2021-2022 was a year of fluctuation between uncertainty and cautious
optimism as the world collectively moved forward through a second year of the
impacts of the COVID-19 pandemic. New challenges were presented – most notably
the great influx of unpermitted vendors and a massive construction project in the
Pier’s large-scale event venue – and while it has become increasingly clear that the
post-pandemic “new normal” Santa Monica Pier will be different from what it was
just over two years ago, there is great promise for the future of the pleasure pier
experience which the Pier Corporation has diligently fought to preserve and
enhance for the past several decades.
The three study groups formed by the Pier Corporation in early 2021 made great
progress in FY2021-2022, with ultimate results seeing varying levels of positive
impact. The composition of each study group included representation from Pier
Corporation staff and board of directors, City of Santa Monica Staff, Pier Business
ownership and management and at-large members of the local community.
Definitions and a summary of accomplishments and progress of each study group
follows:
• The Governance & Revenue Study Group was conceived to determine and
ultimately recommend to the City Council the best governance and revenue
model for the Pier. The group researched and compared many other venues
around the United States, each with various degrees of similarity to the Pier,
and determined that a model which combines elements of Seattle’s Pike Place
PDA and Santa Monica’s own Downtown Santa Monica, Inc. would be ideal.
Such a model would ideally bring the three existing prominent organizations
on the Pier (Santa Monica Pier Corporation, City of Santa Monica Office of
Pier Management and the Santa Monica Pier Lessees Association) into one
cohesive body that governs the Pier, likely as a modified BID. It is this study
group’s understanding that City Staff will soon re-engage with a BID
consultant to perform a new BID assessment for the Pier and nearby beach
area, from which the study group expects to learn more regarding next steps.
• The Programming Priorities Study Group was formed to identify and
prioritize programming that would best serve all stakeholders for both the
immediate post-pandemic period and the ongoing future. The study group
collectively acknowledged and discussed a variety of issues, benefits and
future challenges for public programming on the Pier. In early 2020 they
developed a draft long-term event rentals policy to be presented to the Pier
Corporation Board of Directors and, ultimately, to City Council for adoption
alongside other recommendations for public event venue policies. More
immediately, the group helped Pier Corporation staff to prioritize the return
of Pier-produced programs including Pier 360 (summer kickoff paddleboard,
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Packet Pg. 881 Attachment: SMPC WorkPlan 2022-2023 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
swimming and beach volleyball competitions), the annual “Cheer on the Pier”
Holiday Window Displays and ROGA (fitness program).
• The Community Engagement Study Group convened with the purpose to
find ways to encourage the local community to visit the Pier. For the past
many years, the perception widely shared among Santa Monicans is that the
Pier is for tourists. The goal of the study group is to explore, identify and
implement tactics that will strengthen the relationship between Santa
Monica residents and their Pier. Over the course of the last year the study
group identified several possibly effective concepts, and on March 10, 2022
launched a new monthly Pier-wide event called “Locals’ Night” in which
various Santa Monica organizations, such as Pico Youth & Family Center,
Santa Monica Music Center, and Cayton Children’s Museum provide free
entertainment along the entire length of the Pier while Pier businesses offer
specials and the Pier Corporation targets marketing only to the local Santa
Monica community. While still in its early imagining and learning stages,
local response has been overwhelmingly positive, and it appears that a great
new Santa Monica tradition has begun.
A year ago, the Pier Corporation’s proposed plan of work acknowledged that a
decrease in grant funding from the City of Santa Monica and uncertainties regarding
the ability to book events and filming due to both the ongoing pandemic and the
City’s planned year-long large-scale construction project on the Pier Parking Deck
rendered the organization’s ability to plan and produce any of its traditional public
programs as unlikely. Good fortune prevailed, though, and the organization’s
revenue from event rentals, activations and filming exceeded expectations such that
the Pier Corporation was able to execute the return of “Cheer on the Pier” Holiday
Window Displays in December 2021, Wellness & Waves (formerly ROGA fitness
program) in March/April 2022 and Pier 360 (summer kickoff athletics event) in late
June 2022. In addition, those revenues helped with the creation of two new
prospective annual events – Dia de los Muertos in the historic Merry Go-Round
Building and monthly Locals’ Nights.
In addition to study group work, reinvigorating revenue streams and returning free
public programming to the Pier, the Pier Corporation partnered with City Staff and
the Santa Monica Pier Lessees Association in responsive efforts to curb the quickly
growing unpermitted vendor situation and its associated potential dangers to the
Pier, most notably the use combustible fuels. The Pier Corporation actively supports
the continuing presence and work of the Pier Task Force and regularly works with
the Santa Monica Chamber of Commerce and the California Travel Association in
their advocacy efforts to modify State of California legislation.
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Packet Pg. 882 Attachment: SMPC WorkPlan 2022-2023 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
Fiscal Year 2022-2023
The new fiscal year will include continued financial challenges, including the still-
uncertain impacts of the pandemic as well as another cut in grant funding from the
City (from $200,000 in FY2021-2022 to $150,000 in FY2022-23), but while the
previous year was consumed by caution, the new fiscal year shows great promise
for optimism.
FY2022-2023 will include continued work in all of the arenas detailed above,
expand upon much of it, and embark upon the exploration of new arenas of interest
that will benefit both the Pier Corporation and to the Santa Monica Pier in general.
The following is a brief detail of the FY2022-2023 areas of focus:
STUDY GROUPS– While each study group made tremendous progress toward their
goals in FY2021-2022, there is more work to be accomplished during the next year.
• Governance & Revenue – The City’s engagement with the BID consultant,
and especially the consultant’s assessment, is eagerly anticipated by the
study group. Next steps for a recommendation from the group will be
determined from the results of that assessment.
• Programming Priorities – Building upon the study group’s work on
developing the draft long-term event rentals policy, next steps will be to
formulate a comprehensive set of policy recommendations for events in the
Pier’s public venues.
• Community Engagement – With Locals’ Night having been officially
launched and finding its way into becoming a tradition, the group will
continue to explore other arenas of improving relations with between locals
and the Pier.
ANNUAL CELEBRATION OF THE PIER’S BIRTHDAY (SEPTEMBER 9) – Visualizing
the concept of “bookending” the summer with Pier-focused weekends, with Pier 360
already the traditional kickoff event for summer, the Pier Corporation recognizes an
opportunity to “wrap up” summer on the weekend immediately following Labor
Day, which always includes or is near to the anniversary of the original opening date
of the Santa Monica Pier - September 9th. For the past several years (pre-pandemic),
the Pier Corporation has held a modest celebration of this date with performances
of the stage play, “SAVE THE PIER!”. An unrelated annual 5k/10k event – the Santa
Monica Classic – has also fallen on this weekend. Pier Corporation staff is eager to
explore an expansion of events/activities to enhance awareness of the Pier’s
longevity as well as its connection to the summer season.
CONNECTING WITH OTHER ICONIC PIERS – The Santa Monica Pier is unique, and
the Pier Corporation is completely aware of its status as one of the most recognized
places in the world. A simple image of the Pier, or even mere mention of it,
immediately places the viewer or listener in southern California. It is that distinct,
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Packet Pg. 883 Attachment: SMPC WorkPlan 2022-2023 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
that iconic. The Pier is not alone in enjoying that status, of course, for there are
many places worldwide – including some piers – that impactfully represent their
cities, regions and even countries. One very unique factor of the COVID-19 pandemic
that often goes unmentioned is how it brought the world together – the entire world
shared the same experience at one time. With that experience in mind, but with a
much more positive spin, the Pier Corporation will reach out to its cousins – other
iconic venues – and explore the values of connection through marketing, shared
experience and perhaps some good old-fashioned rivalry and banter. In FY2022-
2023, the initial outreach will be to two specific piers – the Chicago’s Navy Pier (the
other end of Route 66) and England’s Brighton Pier (historic inspiration for
amusement park piers – the “grandaddy of them all”).
PRIDE ROLLER RINK – Over the past few years the City of Santa Monica,
Downtown Santa Monica, Santa Monica Place and the Santa Monica Pier Corporation
have combined efforts toward celebrating PRIDE for the month of June. The Pier
Corporation has participated in various ways, most recently with art installations
and small-scale events. Coincidentally, over those same past few years, Pier
Corporation staff has been in conversations with a company that provides and
operates roller rinks at various venues. Those conversations have led to the concept
of a multi-day or multi-week roller rink installation as a new and perhaps annual
Santa Monica PRIDE, launching in June 2023.
TARGETED MARKETING FOR SPECIFIC BRAND-RELEVANT EVENT RENTALS –
The Pier Parking Deck has become a widely recognized event venue which has
drawn the attention of some premium brands such as the National Football League
and Major League Baseball – both good brand matches for the Pier. While these
organizations approached the Pier Corporation organically, staff will begin targeted
outreach specifically to other similar organization that represent a good brand
match.
3.I.b
Packet Pg. 884 Attachment: SMPC WorkPlan 2022-2023 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
1
SECOND MODIFICATION OF
SERVICES AGREEMENT NO. 10101 (CCS)
This Second Modification of Agreement Number 10101 (CCS) (“Second Modifica-
tion”), entered into as of ______________, by and between the City of Santa Monica,
a municipal corporation (“City”), and the Santa Monica Pier Corporation, a Califor-
nia non-profit public benefit corporation ("SMPC"), is made with reference to the fol-
lowing:
RECITALS
A. In or about January 28, 2016, the City and Santa Monica Pier Corporation en-
tered into a Services Agreement Number 10101 (CCS) (“Services Agreement”) for
services to develop, implement and maintain certain programs and functions in
connection with the Santa Monica Pier.
B. On September 17, 2020, Council approved a First Modification of the Services
Agreement to extend the term through June 30, 2021 to align with the City’s
2020-21 Fiscal Year and to modify services to reflect the City’s priorities and availa-
ble funding for FY 2020-21. The Services Agreement as modified by the First
Modification is referred to as the Agreement.
C. On June 22, 2021, Council approved the Pier Corporation budget and workplan
for Fiscal Year 2021-22 and authorized a Second Modification of the Agreement to
extend the term through June 30, 2022 to align with the City’s 2021-22 Fiscal Year
and available funding.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. Section 5. “Term” of the Agreement shall be deleted and replaced with the fol-
lowing:
Section 5. Term
The term of this Agreement shall terminate on June 30, 2022, unless termi-
nated earlier pursuant to Section 12.3 under the same terms and conditions,
and subject to annual appropriations by the City Council for each fiscal year.
DocuSign Envelope ID: 68BC9A67-DE2A-4C2F-AAE3-94A5D5384C31
7/12/2021
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Packet Pg. 885 Attachment: Second Mod Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
2
2. Except as expressly modified by this Second Modification, all other terms and
conditions of the Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Second Modification
to be executed the day and year first above written.
CITY OF SANTA MONICA,
a municipal corporation
APPROVED AS TO FORM:
By:
________________________
____________________________
ATTEST:
____________________________
SANTA MONICA PIER
CORPORATION,
a non-profit public benefit corpo-
ration
By:
_________________________
Its:
________________________
DocuSign Envelope ID: 68BC9A67-DE2A-4C2F-AAE3-94A5D5384C31
George Cardona
Interim City Attorney
7/12/2021
7/12/2021
Jim Harris
Interim Executive Director
John Jalili
7/12/2021
Interim City ManagerDenise Anderson-Warren
7/12/2021
City Clerk
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Packet Pg. 886 Attachment: Second Mod Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
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Packet Pg. 887 Attachment: First Mod Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
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Packet Pg. 888 Attachment: First Mod Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
SERVICES AGREEMENT
BIIT\VEEN
CONTRACT NO. 10101 (CCS}
THE CITY OF SANTA MONICA
AND
THE SANTA MONICA PIER CORPORATION
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Packet Pg. 889 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
TABLE OF CONTENTS
Page
1. EXHIBITS ................................................................................................................ 2
2. RESPONSIBILITIES ................................................................................................ 2
2.1 SMPC Responsibilities ..................................................................................... 2
2.2 Limitation on Activities ................................................................................... 3
2.3 City General Responsibilities ........................................................................... 3
3. STANDARD OF CARE ........................................................................................... 3
4. BUSINESS PLAN, PIER BUDGET AND ANNUAL REPORT ............................. 3
4.1 A111lual Business Plan ...................................................................................... 3
4.2 An11ual Pier Budget .......................................................................................... 4
4.4 Implementation of Business Plan and Pier Budget.. ........................................ 5
4.5 Performance Within Pier Budget.. ................................................................... 5
4.6 Accounts, Books and Records .......................................................................... 5
4.7 Accounting and Monthly Statements .............................................................. 6
4.8 Copies of Books and Records .......................................................................... 6
4.9 Miscellaneous Reports and Information .......................................................... 7
5. TERM OF AGREEMENT ........................................................................................ 7
6. MANAGEMENT RESPONSIBILITIES ................................................................... 7
6.1 Sponsorship and Event Underwriting Programs .............................................. 7
6.2 Marketillg a11d Promotion ............................................................................... 7
6.3 Special Events .................................................................................................. 8
6.4 Filmh1.g at the Pier ........................................................................................... 8
6.5 Marks ............................................................................................................... 9
6.6 Street Performer Monitoring ........................................................................... 9
6. 7 Community Outreach ...................................................................................... 9
6.8 Carousel Special Event Rental ......................................................................... 9
6.9 POLICY GUIDELINES ........................................................................................... 9
7. METHODS OF OPERATION .............................................................................. 10
7.1 Contracting .................................................................................................... 10
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Packet Pg. 890 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
7.2 Compliance with Laws ................................................................................... 10
7.3 Employment of Personr1el .............................................................................. 10
8. FINANCIAL MATIERS ........................................................................................ 11
8.1 SMPC Account .............................................................................................. 11
8.2 Payment of Bills ............................................................................................. 11
8.3 Deposit of Revenues ...................................................................................... 12
8.4 Allocation of Excess Reserves ......................................................................... 12
9. FUNDING OF SMPC ............................................................................................ 12
9.1 Funding ......................................................................................................... 12
9.2 Employee Compensation ............................................................................... 12
9.3 Office Space and Parking ............................................................................... 13
9.4 Payment and Record of Expenses .................................................................. 13
9.5 Matters Beyond SMPC Responsibility ........................................................... 13
9.6 Reversion of Property ..................................................................................... 13
10. INDEMNIFICATION AND INSURANCE .......................................................... 13
10.1 SMPC's Insurance ...................................................................................... 13
10.2 Indemnity by SMPC .................................................................................. 13
10.3 Third Party Insurance ................................................................................ 14
10.4 Third Party Indemnity ............................................................................... 14
11. TERMINATION .................................................................................................... 15
11.1 Termination Upon Default ........................................................................ 15
11.2 Termination for Convenience ................................................................... 15
11.4 Force Majeure ............................................................................................ 15
11.5 Obligations Upon Termination ................................................................. 15
11.6 Survival .................................................................................................... 16
12. GENERAL PROVISIONS ..................................................................................... 16
12.1 Notices ....................................................................................................... 16
12.2 Prohibition Against Transfers .................................................................... 17
12.3 Non.,Discrimination ................................................................................... 17
12.4 Amen.dments .............................................................................................. 17
12.5 Gover11ing Law ........................................................................................... 17
12.6 Cooperation ................................................................................................ 17
12.7 Waiver of Rights ........................................................................................ 18
12.8 No Recourse ............................................................................................. 18
12.9 Severability ................................................................................................ 18
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Packet Pg. 891 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
12.10 No Third Party Beneficiary . . . . . . . . . . . . .. . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .. . . . . . . . 18
12.11 No Lien ..................................................................................................... 18
12.12 Integration .................................................................. ; ............................. 18
12.13 Nuisance ................................................................................................... l9
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Packet Pg. 892 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
SERVICES AGREEMENT
BETWEEN
THE CITY OF SANTA MONICA AND
THE SANTA MONICA PIER CORPORATION
"1 7! /.THIS SERVICES AGREEMENT (11Agreement") is made as of this ~ day
oC~-------' 2016 ("Execution Date"), by and between the CITY OF SANTA MONICA, a
California municipal corporation ("City"), and the SANTA MONICA PIER CORPORATION, a
California non-profit public benefit corporation ("SMPC"), with respect to the following:
RECITALS
A City. City is a municipal corporation duly organized and validly existing under the
laws of the State of California with the power to carry on its business as it is now being conducted
under the statutes of the State of California and the Charter of the City.
B. Pier. City owns and operates that certain real property commonly known as the Santa
Monica Pier and consisting of the entire pier platform and certain appurtenant structures, fixtures,
improyements, utility lines and systems, public restrooms, public parking sites, stairways and common
areas, and maintenance and equipment areas located thereon, including all the leasehold spaces, all as
more particularly described in Exhibit "A" attached hereto and incorporated herein by reference
(collectively referred to as the "Pier").
C. SMPC. SMPC is a California non-profit public benefit corporation duly organized and
validly existing under the laws of the State of California. As set forth in the SMPC' s Articles of
Incorporation and Bylaws, the City is the sole member of the SMPC.
D. SMPC Board. SMPC is governed by a board of directors ("SMPC Board") who are
appointed by the City Council.
E. Prior Services Asn-eement. City and SMPC (formerly the Santa Monica Pier
Restoration Corporation) entered into that certain Amended and Restated Services Agreement No.
9566 (CCS) on June 28, 2012 (the "Prior Agreement"), for the purpose of governing certain
operational and management functions concerning the Pier. This Agreement is intended to supersede
the Prior Agreement in accordance with City Council's authorization on July 14, 2015. Accordingly,
upon the commencement of the term of this Agreement, the Prior Agreement shall terminate and be
of no further force or effect.
F. Agreement. The Santa Monica Pier Restoration Corporation was formed in 1983 for
the purpose of assisting the City in restoring and reYitalizing a devastated Pier. City and SMPC
recognize and acknowledge that the Pier has been restored and today is an unparalleled public
resource and City asset which embodies Santa Monica's values, history and community. City and
SMPC agree that it is ·necessary for both parties to adapt and delineate the roles and responsibilities of
the SMPC to meet the current and future needs of the Pier as set forth below. Accordingly, City and
SMPC seek to enter into this Agreement for the SMPC to provide sen ices to develop, implement, and
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Packet Pg. 893 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
maintain certain programs and functions in connection with the Santa Monica Pier, including
marketing and promoting the Pier as a destination; producing community e\.-ents; coordinating
priYate special events, sampling/display promotions, filming; fundraising and sponsorships; trademark
licensing; community outreach; and monitoring of street performers. In addition, the SMPC agrees to
assist the City with public review and discussion of planning and policy matters related to the Pier
objectives.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and
covenants contained herein, City and SMPC agree as follows:
1. EXHIBITS
The Recitals set forth above and the Exhibits listed herein are hereby incorporated as a
term of this Agreement.
Exhibit "A" Pier Site Map
Exhibit "B" Carousel Special E,·ent Rental
Exhibit "C" Insurance Requirements and Verifications
2. RESPONSIBILITIES
2.1 SMPC Responsibilities
SMPC shall be responsible for the promotion of the Pier and for providing several project
services (hereinafter called the "Work") at the Pier. Such Work shall include the obligation to
manage, advise, supervise, direct and coordinate the following:
(a) Event Production. The development, implementation and execution of public community
events on the Pier; the coordination and location services for Pier private events including special
events, filming, sampling/ display promotions; and rental of the Carousel facility as set forth more
particularly in Sections 6.3, and 6.8 below;
(b) Marketing and Promotion. The development, implementation and execution of
programs concerning promoting, advertising, and marketing the Pier as set forth more particularly
in Section 6.2, below;
(c) Sponsorships and Fundraising. The development, implementation and execution of
sponsorships and fundraising, and trademark licensing as set forth more particularly in Section 6.1,
and 6.5, below;
(d) Pier Street Performers. The monitoring of Pier street performers and Pier street
performer zones as set forth more particularly in Section 6.6 below;
(e) Community Outreach. The organization of community outreach efforts including the
volunteer programs, community awareness campaigns and education programs as set forth more
particularly in Section 6. 7 below;
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Packet Pg. 894 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
(f) Public Discussion Forum. Assisting the City with the facilitation of public
participation and provide recommendations to the City on short term and long term planning and
enhancement of the Pier;
(g) Policy Guidelines. The preparation and update as needed, of policy guidelines for Pier
Marketing, EYents, Sponsorship and Leasing for approval by the City set forth more particularly in
Section 6.9, below;
(h) Other additional services and activities in connection with the Pier as the parties may
agree in writing from time to time, and as incorporated into the Business Plan and budget approved
annually by City Council.
2.2 Limitation on Activities
Except as otherwise set forth in Section 2.1, aboYe the SMPC shall not engage in any other
activities not expressly enumerated herein without the written approval of the City. Nothing in
this Agreement is intended to com·ey any authorization to the SMPC for installation or approval
of any signs, plaques or other physical objects on, onto or about the Pier, without the prior written
consent of the City in its proprietary capacity and in full compliance with applicable law.
2.3 City General Responsibilities
City shall be responsible for Pier infrastructure; maintenance and custodial; parking
management; lease management, Pier Fund and tenant and community relations on the Santa Monica
Pier.
3. STANDARD OF CARE
SMPC shall furnish its best skill and judgment in the performance of the Work so as to
achieve a high degree of cost efficiency while maintaining quality performance, and shall cooperate
with City in protecting and furthering the best interests of City regarding the management and
protection of the Pier and its immediate environment.
4. BUSINESS PLAN, PIER BUDGET AND ANNUAL REPORT
4.1 Annual Business Plan
SMPC shall prepare and submit to City for City's approval, by Aprill5 of each ftscal year, an
m·erall operational, use, and business plan for all activities, policies, and business strategies to be
implemented at the Pier by SMPC for each upcoming fiscal year of City ("Business Plan"). City shall
have the sole authority to reYiew and approYe each Business Plan, including the annual Pier Budget (as
hereinafter defined) contained therein as necessary to implement each approYed Business Plan. Each
Business Plan shall include, without limitation, each of the following:
(a) A detailed description and schedule for those activities, events, programs, and other
areas of responsibility assigned to SMPC in this Agreement, including, without limitation, those duties
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Packet Pg. 895 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
concerning Pier advertising, event production and coordination, sponsorships and trademark
licensing, marketing and sampling/promotions, film permitting, community outreach, service
contracts and insurance as more fully set forth in Sections· 2.1, 6 and 7;
(b) A summary of advertising and marketing activities, events and programs to be
undertaken by SMPC on behalf of City if funds are available pursuant to Section 6.2 of this
Agreement.
4.2 Annual Pier Budget
Together with the annual Business Plan summarized in Section 4.1 above, SMPC shall prepare
and submit to City for approval, by April 15 of each fiscal year, a pro forma operating budget and
forecast of income and expenses for implementation and performance of those acthi.ties, events,
programs, and other areas of responsibility assigned to SMPC in this Agreement ("Pier Budget"). City
shall have the sole authority to re\i.ew and approve each Pier Budget. For each fiscal year, the Pier
Budget shall include, without limitation, each of the following elements:
(a) A pro forma forecast of income and expenses considered necessary by the SMPC to
implement the duties and responsibilities assigned to SMPC in this Agreement including, without
limitation, Pier advertising, event management, sponsorships, licensing, special events, film permitting,
community outreach, service contracts and insurance; and
(b) A pro forma operating budget setting forth the cost of SMPC's operation including,
without limitation, the cost of SMPC's staff salaries and benefits, out-of-pocket expenses, and costs
associated with office operations. The operating budget shall also set forth the estimated cost of
SMPC's advertising and marketing activities which may be performed by SMPC on behalf of City if
funds are a\-ailable as set forth in Sections 4.2 and 8.1 of this Agreement; and
(c) A comparison of the proposed budget for each line item with the previous year's budget
and estimated year-end expenditures.
4.3 Annual Report
The SMPC shall submit an Annual Report to City by October 1 of each fiscal year. Such
report shall contain, in appropriate detail, all of the following requirements:
a) A narratiYe description of the SMPC's actidlies and accomplishments during the Fiscal
Year;
b) The assets and liabilities, including the trust funds, of the corporation as of the end of
the fiscal year;
c) The principal changes in assets and liabilities, during the fiscal year;
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Packet Pg. 896 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
d) The revenue or receipts of the SMPC, both unrestricted and restricted to particular
purposes, for the fiscal year;
e) The expenses or disbursements of the SMPC, for both general and restricted purposes,
during the fiscal year;
f) Any information required by Section 5322 of the California Nonprofit Public Benefit
Corporation Law (pertaining to certain transactions and indemnifications im·olving interested
persons); and
g) Such other information concerning the corporation as may be requested by the City
Council in writing not less than ninety (90) days preceding the end of such fiscal year.
4.4 Implementation of Business Plan and Pier Budget
Once approYed by City Council, SMPC shall implement the Business Plan and Pier Budget
and, except as otherwise required by this Agreement or the Business Plan, shall be authorized without
the need of further Council approvals to make the expenditures and incur the obligations provided for
in such Business Plan. During any fiscal year, either party may propose an amendment to the
Business Plan or Pier Budget based on changed circumstances, which amendment must be approved
by City in writing.
4.5 Performance Within Pier Budget
SMPC shall use diligence and employ all reasonable efforts to ensure that the actual costs of
promoting, marketing and performance of its responsibilities on the Pier shall not exceed the Pier
Budget. Transfer of funds among budget categories will require prior approval of the SMPC Board. In
addition the transfer of funds among budget categories that exceed 10% in aggregate of the originally
approved Pier Budget will require City approval. Where feasible, SMPC shall attempt to reduce actual
costs of performance of its responsibilities on the Pier below the amounts specified in the Pier Budget.
All expenses must be charged to the proper account on the Pier Budget and no expense may be
classified or reclassified for the purpose of not accounting for an excess in the annual budgeted
amount of an accounting category. Any contract entered into by the SMPC shall not exceed the
length of the then current fiscal year, unless such contract specifies that contractual obligations beyond
such fiscal year shall be subject to budgetary and programmatic approval of the City Council.
4.6 Accounts, Books and Records
The SMPC shall maintain its books and records in accordance with generally accepted
accounting principles ("GAAP") to facilitate accurate preparation of necessary fiscal reports and in
the form required by the City's Director of Finance and reasonably acceptable to the City. Such
books and records shall be maintained by SMPC at SMPC's address set forth below or at such
other location as may be mutually agreed upon in writing, and shall be so maintained for a period
of ten (10) years after the creation of such books and records (except in the event of an audit,
litigation or other proceeding involving such books and records which is not complete within said
ten (10) year period, in which case, the books and records shall be maintained until the conclusion
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Packet Pg. 897 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
of the proceeding), or for such other period as City and SMPC shall agree. City and its
representatives shall have the right of access to audit and to inspect all books and records
maintained by SMPC with respect to the Pier. All audits shall be at City's cost, shall be conducted
during norni.al business hours and shall be conducted at SMPC' s office where such books and
records are located or at the Pier. Any audit may be conducted by City's Director of Finance,
City's direct employees or by independent auditors engaged by City. SMPC shall cooperate with
City's auditors and accountants in any inspection and audit of the books and records and the
preparation of financial statements and tax returns. Should an inspection or audit reveal material
weaknesses or material errors in record keeping, SMPC shall immediately correct such weaknesses
or errors. SMPC shall expend commercially reasonable best efforts to control accounting and
financial transactions as is reasonably required to protect City's assets from theft, error or
fraudulent acti\i.ty on the part of SMPC' s associates or direct employees.
4. 7 Accounting and Monthly Statements
Monthly statements of SMPC operations shall be provided to City within thirty-five (35)
days after each month hereunder and shall show payments, collections, delinquencies,
uncollectible items, and other matters pertaining to SMPC's operations including promotion,
marketing, special event rental and filming during the preceding month. The statements shall
include a comparison of monthly and year-to-date actual income and expenses \\i.th the Pier
Budget. SMPC shall, on a quarterly basis, provide City with an analysis of any significant variances
between budgeted and actual amounts. Such statements and reports shall be in a form required by
City and shall itemize the revenues generated from each of the Pier's events, program and
activities.
4.8 Copies of Books and Records
SMPC shall maintain, and shall supply to City upon request, copies of all books and
records maintained by SMPC for the Pier, including, but not limited to:
(a) All bank statements, bank deposit slips and bank reconciliations;
(b) Detailed cash receipts and disbursement records;
(c) Detailed trial balance;
(d) Paid invoices;
(e) Summaries of adjusting journal entries;
(f) Supporting documentation for payroll, payroll taxes and employee benefits; and
(g) Vouchers, contracts, statements and records from all independent contractors
engaged by SMPC.
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Packet Pg. 898 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
4.9 Miscellaneous Reports and Information
SMPC shall deliver to City copies of all notices, agendas, and minutes of SMPC Board
meetings, quarterly financial reports of expenditures, and monthly reports detailing, rentals,
filming, carousel parties and promotions, in a form apprm·ed by City. In addition, SMPC shall
prepare, from time to time, reports concerning such other matters relating to its responsibilities as
City may reasonably request.
5. TERM OF AGREEMENT
The term of this Agreement shall commence upon the Execution Date, and shall terminate
five (5) years thereafter unless terminated earlier pursuant to Section 12.3, and subject to annual
appropriations by the City Council for each fiscal year.
6. MANAGEMENT RESPONSIBILITIES
SMPC shall use commercially reasonable best efforts in performing the following specific
functions:
6.1 Sponsorship and Event Underwriting Programs
SMPC and City agree that it may be desirable to involve the Pier with one or more
sponsorship or event underwriting programs so as to increase revenues or other resources that may
be made available, including, without limitation, in-kind contributions in support of Pier
operations, marketing, e,·ents and other functions. SMPC shall be responsible for developing
appropriate concepts and general parameters for any sponsorship, fundraising and e\·ent
underwriting programs involving the Pier ("Sponsorship Guidelines"), for the review and approYal
by the city as soon as practicable upon the execution of this Agreement. Upon approval by the
City of the Sponsorship Guidelines, SMPC shall implement such programs in accordance with
approved guidelines and SMPC in full compliance with all applicable laws, regulations and
ordinances. SMPC shall provide the City with a full and complete accounting of such revenues on
at least a quarterly basis.
6.2 Marketing and Promotion
SMPC shall develop and implement various marketing programs from time to time to
enhance the commercial operation and aesthetic quality of the Pier and adjacent areas and to
emphasize the Pids historical and recreational significance. These marketing programs, including
without limitation, adYertising, promotions, marketing, and media relations relating to the Pier,
the Pier logo, and related products, will create public awareness of the various activities and special
events relating to the Pier and future development plans concerning the Pier. The SMPC shall
establish appropriate concepts and general parameters for marketing programs involving the Pier,
and shall prepare written guidelines ("Marketing Guidelines") for review and approval by the City
as soon as practicable upon the execution of this Agreement. Upon approval by the City of the
Marketing Guidelines, SMPC shall implement such programs in accordance with guidelines and
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Packet Pg. 899 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
in full compliance with all applicable laws, ordinances and regulations, and all tenant leases.
SMPC shall provide the City with a full and complete accounting of such revenues on at least a
quarterly basis and all expenses incurred by the SMPC related to marketing shall be in accordance
with the Business Plan and Pier Budget.
6.3 Special Events
SMPC shall coordinate and oversee various special events to enhance community participation
and enjoyment of the Pier, taking advantage of the Pids historical and public recreational
significance.
A. Private E ... -ents
SMPC shall establish appropriate concepts, fees and general parameters for special events
involving the Pier, and shall prepare written guidelines ("Event Guidelines") for review and
approval by the City as soon as practicable upon the execution of this Agreement. E,·ent
Guidelines are to include guidelines for limited private eyents for the Pier, and such private events
are to be in compliance with City ordinances, regulations and Special Event permitting process.
B. SMPC Produced Events
SMPC shall develop, produce and implement public events to enhance community
participation and enjoyment of the Pier. SMPC Event Guidelines are to include guidelines for
public events at the Pier produced by the SMPC ("SMPC Produced Events"). A SMPC Produced
Event is defined as an eYent in which the SMPC has the primary role in planning, preparing and
implementing, including securing funding, marketing, making purchasing decisions and
contracting with ,·enders. For SMPC Produced Events which are free to the public, City will waive
pier parking lot rental fees and, if otherwise applicable, carousel rental fees, carousel deck rental
fees and rental of other City managed event space on the pier deck. All SMPC Produced Events
shall be in compliance with City ordinances, regulations and Special Event permitting process.
C. Carousel Events
Carousel Events may be a private, semi·priYate, or SMPC Produced Event. Such events
shall comply with the provisions more fully described in Section 7.9 and in Exhibit "B".
6.4 Filming at the Pier
SMPC and City agree that it may be desirable to permit filming of and/ or on the Pier from
time to time to create revenues for the Pier and to bring attention to the Pier's historical and
recreational significance. SMPC shall solicit, negotiate, and manage filming rights at the Pier.
SMPC shall be responsible for establishing appropriate concepts, fees and general parameters for
permitting such filming involving the Pier, and for implementing SMPC policies to bring about
appropriate filming at the Pier and coordinate any such filming with the daily operation of the Pier
so that the interests of the public and the tenants are protected. All filming shall be in compliance
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Packet Pg. 900 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
with City ordinances, regulations and Filming Guidelines. Location fees shall be approved by the
City.
6.5 Marks
SMPC shall be the exclusive agent for the C ity to conduct the licensing of the City's senice
marks, copyrights, representations, names, logos, artwork, photographs, graphic depictions or
other material related to the Pier and the sign affixed to the entrance of the Pier (collectively, the
"Marks"). SMPC shall establish and implement appropriate concepts, fees and general parameters
for licensing the Marks consistent with the Marketing Guidelines. This provision is not intended
to conYey any proprietary interest in the Marks to the SMPC, and the City shall remain the owner
of all proprietary interest in the Marks throughout the term of this Agreement. SMPC shall honor
all currently existing licensing arrangements set forth in the tenant lease agreements.
6.6 Street Performer Monitoring
SMPC shall monitor and promote the use of designated Pier street performance zones in a
fair and equitable fashion that follows the regulations set forth in the municipal code as it applies
to the Pier. SMPC will serve as a liaison and coordinator with City. City is responsible for the
enforcement of the municipal code.
6. 7 Community Outreach
SMPC shall conduct community outreach efforts including but not limited to, volunteer
programs, education programs, community fundraising, and community events. In addition
SMPC shall work to improve public awareness of pier history and resources available for public
and community use.
6.8 Carousel Special Event Rental
SMPC shall book, promote, manage, coordinate, and monitor semi-priYate and private use
including birthday parties, filming and special events at the Santa Monica Pier Carousel and
Carousel Deck. These duties include administrative tasks such as responding to public inquiries,
marketing to potential clients, maintaining event scheduling, providing tours of the facility, and
informing the public of special event policies and procedures. SMPC will comply with all
applicable laws including, but not limited to, ordinances, regulations and guidelines in connection
with such acthi ties. Further, SMPC management requirements and responsibilities are set forth
in Exhibit "B", Carousel Event Rental, which is attached hereto and incorporated herein.
6.9 Policy Guidelines
SMPC shall prepare, and update as necessary, policy guidelines regarding Pier Marketing,
Events, Sponsorships, and Leasing for Council approval.
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Packet Pg. 901 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
7. METHODS OF OPERATION
7.1 Contracting
All service contracts for expenditures included within the Pier Budget shall be paid by
SMPC from funds provided by City pursuant to this Agreement. Without relieving it of its
obligations hereunder, SMPC shall be entitled, at its expense, to enter in its own name into such
subcontracts with third parties to perform any of the functions which are the subject of this
Agreement and the Business Plan. Upon any termination of this Agreement, SMPC shall, if and
to the extent requested by City, assign all assignable contracts executed by SMPC to City.
7.2 Compliance with Laws
(a) In performing all of the services provided by SMPC pursuant to this Agreement
and any exhibits hereto, SMPC shall be responsible for compliance with: (i) all applicable federal,
state and municipal laws, ordinances, regulations and orders; (ii) applicable laws and regulations
relating to workers' compensation, social security, unemployment insurance, hours of labor, wages,
working conditions and other employer-employee related subjects; and (iii) the rules, regulations or
orders of the local Board of Fire Underwriters or other similar body. SMPC shall promptly
remedy any violation of any such law, ordinance, rule, regulation or order which comes to its
attention. Expenses incurred by SMPC in so complying and in correcting any such violation shall
be included in the Pier Budget, provided, SMPC shall be solely responsible for any fine or other
cost or penalty imposed upon City stemming from SMPC's failure to comply with any law,
ordinance, rule or regulation, provided that the City, in its fiduciary capacity, does not cause such
violation (or prevent SMPC's compliance therewith).
(b) SMPC agrees that, for the purpose of compliance with the requirements of the
Occupational Safety and Health Act of 1970, as amended ("OSHA"), work performed on the Pier
by or under the supervision of SMPC shall be deemed entirely within SMPC's responsibility.
SMPC will notify City prompdy, in writing, if SMPC observes an unsafe condition on the Pier, or
if a charge of non-compliance with OSHA has been filed or to SMPC's knowledge threatened to
be filed against SMPC or City in connection with the Pier.
7.3 Employment of Personnel
(a) In accordance with the Business Plan, SMPC shall have in its employ at all times
during the term of this Agreement a sufficient number of capable employees to enable it to
properly, adequately and economically perform its responsibilities consistent with this Agreement
and the standards contained herein. All matters pertaining to the employment, supervision,
compensation, promotion and discharge of such employees, as well as union negotiation and
compliance with laws and regulations dealing with employee matters, are the responsibility of
SMPC, which is in all respects the employer of such employees. SMPC shall be responsible to City
for the acts and omissions of its agents and employees, each acting within the scope of his or her
relationship with SMPC. If SMPC enters into contracts with independent contractors, SMPC
shall require that each independent contractor comply with the provisions of Section 11, below,
and be responsible to SMPC and City for the acts and omissions of the independent contractor's
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Packet Pg. 902 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
agents and employees. For security purposes, SMPC shall use commercially reasonable efforts to·
screen persons employed by SMPC prior to employment and giving them access to the Pier.
SMPC shall ensure that all of its employees understand that they are the employees of SMPC and
not City. The wages, salaries and other compensation paid to employees and independent
contractors of the SMPC shall be paid by SMPC from the Pier Budget.
(b) SMPC shall provide equal opportunity employment to all people without regard to
race, religion, color, sex, marital status, national origin, age, disability, the condition of having
AIDS and/ or sexual orientation. SMPC shall proYide City with a copy of its personnel policies
manual which sets forth the policies governing the transactions between employees and
prospective employees and SMPC relating to employment benefits and other personnel-related
activities.
8. FINANCIAL MATTERS
8.1 SMPC Account
Funds shall be transferred from City into a SMPC Account ("SMPC Account") in advance
as requested by SMPC from time to time, typically on a quarterly basis, sufficient to cover the
amounts expendable pursuant to this agreement or the Business Plan. SMPC shall also deposit all
revenue and income received by or for the SMPC from sponsorship fees, licensing fees, filming
fees and event revenue into the SMPC Account. SMPC shall identify all such revenue and income
by source and provide a report to the City, on a monthly basis, identifying the revenue and
income. Under no circumstances shall the aggregate amount of draws from the SMPC Account
exceed the apprm.ed annual Pier Budget and Business Plan in any fiscal year. It is understood the
periodic amounts deposited into the SMPC Account may fluctuate, as income varies, provided all
such funding shall be in accordance with the Business Plan and the approved Pier Budget. The
SMPC Account shall be in a separate bank account established by SMPC at a bank utilized and
approved by the City. All funds so deposited shall be held in trust for City, and shall be disbursed
in accordance with this Agreement and the Business Plan. SMPC shall pay from the SMPC
Account all expenses of the SMPC for which it is responsible under this Agreement.
8.2 Payment of Bills
SMPC shall pay promptly all expenses it incurs in the performance of this Agreement and
agrees to hold City harmless from and against any claim or liability on account of nonpayment of
such expenses when properly due and payable and so long as there are sufficient amounts in the
SMPC Account to cover such expenses. Upon demand, or on expiration or earlier termination of
this Agreement, SMPC will pay over promptly to City any balance remaining in the SMPC
Account, after deducting any sums properly due and owing to SMPC hereunder, subject to
Section 11.1 hereof, and shall remove its name as a signatory on the SMPC Account and shall
submit an itemized accounting of such sums together with such supporting data as City may
reasonably require.
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Packet Pg. 903 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
8.3 Deposit of Revenues
SMPC shall deposit all revenue and income received by or for the SMPC from parking fees
and Carousel rental fees for special events with the City no later than fifteen business days
following receipt of such revenues and income. SMPC shall identify all such income and revenue
by source and provide a monthly report to the City identifying the revenue or income.
8.4 Allocation of Excess Reserves
At the completion of each fiscal year the SMPC Board shall determine the amount of
Excess Reserves, if any, available for reallocation. Excess Reserves are defined as revenues in excess
of the Operational Reserves at the end of each fiscal year. At the completion of each fiscal year,
the SMPC shall inform the City of the amount of Excess Reserves, and the parties will jointly agree
on the application of such proceeds.
9. FUNDING OF SMPC
9.1 Funding
City shall fund the SMPC each fiscal year through City's normal budgetary process as
necessary for SMPC to perform its services pursuant to this Agreement. SMPC shall submit its
budget requests annually with its Business Plan, allowing City staff adequate time to incorporate
such request through City's normal budget process, and City shall approve or disapprove the same
in a timely manner allowing SMPC adequate time to avoid unnecessary disruption of regular
SMPC operations. Nothing herein shall be deemed to obligate City to approve funding for any
particular expense or program.
9.2 Employee Compensation
SMPC shall pay for the compensation of its employees from the Pier Budget. SMPC agrees
to compensate its employees on the following basis:
(a) The number, job classifications, general duties and salaries of employees of SMPC
shall be determined by SMPC. All wages, salaries, and other compensation shall be reasonable in
amount and shall be paid by SMPC from funds provided by City pursuant to the Pier Budget and
this Agreement.
(b) SMPC shall make disbursements and deposits for all compensation and other
amounts payable with respect to persons employed by SMPC in the performance of its
responsibilities on the Pier. The amounts so payable shall include, but not be limited to, wages,
salaries, and other compensation, unemployment insurance, social security, worker's
compensation, employee benefit packages, payroll processing, recruiting agency fees and other
charges imposed by a governmental authority or provided for in a union agreement. SMPC shall
maintain complete payroll records.
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Packet Pg. 904 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
9.3 Office Space and Parking
(a) City shall provide for SMPC's use at no cost to the SMPC an adequately furnished
management office on the Pier together with telephone seni.ce, janitorial service and certain office
supplies, to be utilized directly for the benefit of the Pier,
(b) City shall provide parking at no cost for SMPC's employees. SMPC employees shall
park their cars only in such areas designated by City.
(c) City shall provide for SMPC's use eight hundred (800) hours of validated parking
per calendar year for use by SMPC's business invitees. Validations in excess of the amount
specified herein must be purchased by SMPC.
9.4 Payment and Record of Expenses
Payment of the expenses of the SMPC set forth in this Agreement, subject to the
provisions of the Pier Budget, shall be made from the SMPC Account described in Section 9.2
above. A detailed summary of such expenses shall be included on SMPC's regular accountings to
City.
9.5 Matters Beyond SMPC Responsibility
SMPC shall not be responsible for the payment of any property taxes, assessments, or other
costs associated with the ownership of the Pier, except as may be specifically required to be paid by
SMPC pursuant to this Agreement or the Business Plan or as otherwise required or approved and
funded by City.
9.6 Reversion of Property
Any assets, including without limitation furniture, equipment, and supplies, purchased
with funds obtained by SMPC from any source pursuant to the Pier Budget shall revert to City at
the termination of this Agreement, unless a new agreement is entered into between City and
SMPC for a purpose similar to this Agreement.
10. INDEMNIFICATION AND INSURANCE
10.1 SMPC's Insurance
SMPC shall proc.ure and maintain for the duration of the agreement insurance against
claims for injuries to persons or damages to property which may rise from or in connection with
the SMPC' s services performed under this agreement. The cost of such insurance shall be borne by
the SMPC. The requirements of insurance are set forth in Exhibit "C", Insurance Requirements
and Verifications, which is attached hereto and incorporated herein.
10.2 Indemnity by SMPC
It is understood between the parties that SMPC insurance set forth in Section 10.1 above,
13
3.I.h
Packet Pg. 905 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
shall be the primary insurance in connection with the Indemnified Claims defined below. To the
extent that SMPC insurance does not cover any such Indemnified Claim, SMPC agrees to
indemnify, save, protect, defend and hold harmless the City, its Council, boards, and
commissions, agents, representatives, employees and volunteers (collectively, the "City
Indemnitees") from any liability, claim, action, proceeding, loss, damage, cost, expense, or injury to
persons or property (collectively, "Indemnified Claim") arising directly or indirectly from or in any
manner related to SMPC's services, duties and obligations under this Agreement, except to the
extent any Indemnified Claim is caused by the active negligence or willful misconduct of the City.
The City shall promptly notify SMPC of any Indemnified Claim and cooperate with SMPC in
connection with the defense of such Indemnified Claim. SMPC' s indemnity obligations set forth
in this Section 10.3 apply, SMPC shall defend the City Indemnitees from such Indemnified
Claims, at SMPC' s sole cost and expense through legal counsel acceptable to the City.
10.3 Third Party Insurance
Every subcontract or agreement of any kind entered into between SMOC and a
subcontractor (or between any SMPC subcontractor and others) shall require the subcontractor to
provide the following minimum scope and limits of insurance: Commercial General Liability -
One million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property
damage; Workers' Compensation and Employer's Liability-Limits as required by the Labor Code
of the State of California and Employer's Liability limits of one million dollars ($1,000,000) per
accident; Auto Liability-one million dollars ($1,000,000) per occurrence for each accident. The
City of Santa Monica, members of its City Council, boards and commissions, officers, agents,
employees, and volunteers shall be covered as additional insured as respect to liability arising from
services provided by a subcontractor to SPMC under this Agreement.
10.4 Third Party Indemnity
Except as otherwise approved in writing by the City, SMPC shall require that all written
contracts that it enters into require that such third party indemnify and save City, its City Council,
its board and commissions, its agents, representatives, employees and \·olunteers designated by
City, SMPC and their respective officers, directors, agents, employees, and affiliates harmless from,
and defend them against, all liabilities, losses and claims, and reimburse them for all expenses they
incur (including the costs of litigation and reasonable attorneys' fees) on account of personal injury
or death to persons and damage to property which occurs on the Pier, to the extent caused by the
misconduct or wrongful or negligent act or omission of such independent contractor, or
employees or agents of such independent contractor, arising from or related to the performance of
work or services it performs on or about the Pier, or from such contractor's property. Each
independent contractor the SMPC employs hereunder shall pay for and defend any and all suits or
actions threatened or instituted against SMPC or City, its City Council, its boards and
commissions, its agents, representatives and employees designated by City, and shall pay all
reasonable attorneys' fees, litigation costs and all other expenses in connection therewith, and shall
promptly discharge any judgments arising therefrom. These conditions shall also apply to any
work or operations subcontracted by such contractors. Such provisions shall expressly survive the
expiration of any contracts in which they are contained.
14
3.I.h
Packet Pg. 906 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
11. TERMINATION
11.1 Termination Upon Default. In the e\'ent the SMPC fails to perform any of its
obligations hereunder, the City shall provide the SMPC with notice of default and the steps
necessary to cure said default. SMPC shall cure such default within thirty (30) days from the date
of written notice from the City. If, however, the default cannot reasonably be cured within such
time period, the City may extend the time period for cure up to ninety (90) days.
11.2 Termination for Convenience. This Agreement may be terminated by either
party, without cause and for convenience, by giving three (3) calendar months prior written notice
to the other party of intent to terminate. Such notice to terminate may be gh·en by the City or
SMPC and, in such event, the Agreement shall continue in force for the balance of the fiscal year
during which the notice to terminate is given. Any uncommitted or unexpected budget funds at
the end of such fiscal year shall be returned by the SMPC to the City.
11.3 Termination Due to Budgetary Action. This agreement may be terminated by the
City, with three (3) months prior written notice to the other party of intent to terminate if the City
Council at its sole discretion determines not to fund the Agreement for a subsequent fiscal year. In
such event, the Agreement shall continue in force for the balance of the existing fiscal year during
which the notice to terminate is given, Any uncommitted or unexpected budget funds at the end
of such fiscal year shall be returned by the SMPC to the City.
11.4 Force Majeure. This Agreement may be terminated by City, by at least thirty (30)
days' written notice to SMPC, upon the destruction of a substantial part of the Pier, or if the Pier
is rendered untenantable in whole or in part, by fire or other casualty, provided that City does not
thereafter proceed with the reconstruction of the Pier. If City does so proceed to commence the
reconstruction of the Pier, or any portion thereof, within eighteen (18) months after such
destruction, this Agreement shall immediately again become effective and binding on both parties.
means:
11.5 Obligations Upon Termination. Upon the termination of this Agreement by any
(a) SMPC shall immediately convey to City all unspent and unencumbered
funds within the SMPC's possession or control, together with an accounting of all financial
obligations of the SMPC at the time of termination. SMPC shall (i) render to City a final
accounting of income and expenses of the Pier as provided in this Agreement; (ii) deliver to
City all income and all security deposits from the Pier for which SMPC is responsible
hereunder, if any. If any dispute exists between City and SMPC concerning the payment
of unpaid amounts, payment or reimbursement of expenses or other amounts to be paid
under this Agreement as of the date of termination, SMPC shall deposit the disputed
amount (if in SMPC' s possession) on the date of termination into an escrow account with
an independent escrow holder which requires the agreement of both City and SMPC to
release the funds; and (iii) deliver to City all keys, records, contracts, receipts, unpaid bills
and other documents relative to the Pier and in SMPC's possession at the date of
15
3.I.h
Packet Pg. 907 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
termination and to assign to City all of its rights and obligations in purchase orders,
contracts, warranties, and other commitments which City requests that it assign.
(b) All personal property (including but not limited to equipment, hardware,
trade and non-trade fixtures, materials and supplies) acquired pursuant to this Agreement
or Prior Agreements or any of the Business Plans, whether paid for directly by City or by
way of reimbursement to SMPC, shall become the property of City and shall remain on the
Pier at the termination of this Agreement.
11.6 Survival. This Article shall survive the expiration or earlier termination of this
Agreement.
12. GENERAL PROVISIONS
12.1 Notices
All notices, approvals, demands, reports and other communications provided for in this
Agreement (individually, a "Notice") shall be in writing and shall be given to such party at its
address set forth below or such other address as such party may hereafter specify for the purpose by
Notice to the other party listed below. Each Notice shall be deemed delivered to the party to
whom it is addressed (a) if personally served or delivered, upon delivery, (b) if given by certified or
registered mail, return receipt requested, deposited with the United States Mail with first-class
postage prepaid, seventy-two (72) hours after such Notice is deposited with the United States Mail,
(c) if given by overnight courier with overnight courier charges prepaid, twenty-four (24) hours
after delivery to said overnight courier, or (d) if given by any other means, upon delivery when
delivered at the following address:
If to City:
Office of the City Manager of the City of Santa Monica
1685 Main Street, Room 209
Santa Monica, California 9040 1
Attention: City Manager
with a copy to:
and
Office of Pier Management
200 Santa Monica Pier
Santa Monica, CA 90401
Attention: Pier Manager
City Attorney's Office
1685 Main Street, Third Floor
Santa Monica, CA 90405
16
3.I.h
Packet Pg. 908 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
Attention: City Attorney
If to SMPC:
Santa Monica Pier Corporation
200 Santa Monica Pier
Santa Monica, California 9040 1
Attention: Administrator
12.2 Prohibition Against Transfers
Except for the retention of consultants, contractors or other third parties to assist the SMPC in
providing the management services required hereunder, SMPC shall not assign, hypothecate, or
transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise
without the prior written consent of City, which may be withheld at the City's sole discretion. Any
attempt to do so without the City's consent shall be null and void, and any assignee, hypothecatee or
transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or
transfer. This Agreement and the rights and obligations of the City hereunder shall not be assignable
by the City, voluntarily or by operation of law.
12.3 Non-Discrimination
Any contracts or agreements entered into or hiring by SMPC shall comply with Title VI of the
Civil Rights Act of 1964 (Public Law 88-352), as applicable. Any contracts awarded by SMPC shall
comply with the terms of this Section.
12.4 Amendments
All amendments to this Agreement shall be in writing and executed by both parties.
12.5 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of
California.
12.6 Cooperation
Should any claim, demand, action or other legal proceeding arising out of matters covered by
this Agreement be made or instituted by any third party against a party to this Agreement, the other
party to this Agreement shall furnish such information and reasonable assistance in defending such
proceeding as may be requested by the party against whom such proceeding is brought.
17
3.I.h
Packet Pg. 909 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
12.7 Waiver of Rights
The failure of City or SMPC to seek redress for violations, or to insist upon the strict
performance of any covenant, agreement, provision or condition of this Agreement, shall not
constitute a waiver of the terms of such covenant, agreement, provision or condition at any subsequent
time, or of the terms of any other covenant, agreement, provision or condition contained in this
Agreement.
12.8 No Recourse
Any other provisions of the Agreement notwithstanding, the parties agree that there shall be
no recourse against any employee, officer, director, agent, representative or affiliate of City or SMPC,
including V~.ithout limitation the City Council and the Interim SMPC Board, for any payments due, or
the enforcement of any obligations under this Agreement; each party's liability under this Agreement
shall be limited to the amount which can be recovered from such party's assets.
12.9 Severability
If any provision of this Agreement or the application thereof to any person or circumstances
shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application
of such provisions to other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
12.10 No Third Party Beneficiary
Without limiting the rights of any secured lender which receives an assignment of City's
interest hereunder for security purposes, this Agreement is made solely and specifically between and
for the benefit of the parties hereto, and no other person whatsoever shall have any rights, interest, or
claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party
beneficiary or otherwise.
12.11 No Lien
This Agreement does not create a lien of any kind upon the Pier or any other real or personal
property.
12.12 Integration
Subject to any currently existing Business Plan, this Agreement and any Exhibits attached
hereto and made a part hereof set forth the entire agreement and understanding of the parties with
respect to the subject matter hereof, supersede and take the place of any and all previous agreements
entered into between the parties hereto relating to the subject matter of this Agreement.
18
3.I.h
Packet Pg. 910 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
12.13 Nuisance
SMPC shall not maintain, commit, or permit the maintenance or commission of any nuisance
on the Pier in connection v:ith the performance of services under this Agreement.
IN WI1NESS WHEREOF, City and SMPC have executed this Agreement as of the day and year firs t
above written.
APPROVED AS TO FORM:
__ ~11 .L ~ . ~ <V~' ~-ch-~A~~ MA~~~ M UTRIE
City Attorney
ATTEST:
_lk:ru.u; ~___:if~
DENISE ANDERSON-\X'ARREN
Acting City Clerk
19
CITY OF SANTA MONICA,
By: __
rporation
RICK COLE
City Manager
SANTA MONICA PIER CORPORATION,
a non-profit p lie benefit corporation
~;:;,1--~-t----
-:--:-~:k.'l-l..n~------
Title: ~..(.......:_~--------
()_ ~l~
By: -;:;;--rT~t!'<. -------------
Name: ____ ~~-.A1J_a_ ___ _
Title: ____________________________ _
3.I.h
Packet Pg. 911 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
EXHIBIT "A"
PIER SITE MAP
3.I.h
Packet Pg. 912 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
.(.
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-S'
SC"\.E ' 1' • 50'
PAR K I NG
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t3
QCfAH I """"
AREAS IN SQUARE FEET
TOTAL SQUARE FOOTAGE OF PIER DECK: 349,574 SQ. FT.
TOTAL SQUARE FOOTAGE OF DECK PARKING: 84,283 SQ. FT. {24~)
TOTAL SQUARE FOOTAGE OF PACIFIC PARK: 69,986 SQ. FT. (20%)
~~
I j I
II I -ftJ -7.Wiilu.---! Il l ~
/I [tJ]lJ W e5 I ~·~
Cl 0 Q Cl 0
S'rA.TION
..,_ lDI!Aa;
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G CITY ~ SANTA NOOICA -•• -· " -· """""' "'"" ~ Pll!lJC WRI<S DEP~ -~•· "' E!;~~!!N.£.~!5!9~ · -·--::.:: ..... :~ ~ SANTA MONICA PIER -~";:' ~
· ..... ,~,, .... .,. , .. , •. ,, .... ,. -·· -· ·--·· -· . SITE PLAN -"' '''' -----~ ;;1 .. • ... 6380 ;!! ~ t. £ -1 • 1 -~-
3.I.h
Packet Pg. 913 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
EXHIBIT "B"
CAROUSEL SPECIAL EVENT RENTAL
SMPC shall book, promote, manage, coordinate, and monitor semi-private and private use
including birthday parties, filming and special events at the Santa Monica Pier Carousel and
Carousel Deck. These duties include administrative tasks such as responding to public inquiries,
marketing to potential clients, maintaining event scheduling, providing tours of the facility, and
informing the public of special event policies and procedures.
SMPC will comply with all applicable laws including, but not limited to, ordinances,
regulations and guidelines in connection with such activities. Further, SMPC management
responsibilities and requirements shall include the following:
(1) Mana~ement Fee. Compensation. For management of Carousel and Carousel Deck
booking, SMPC shall be compensated fifty percent (50%) of all rental fees charged, including
rental fees for private and semi-private parties, special events and filming and commercial
photography held at the Carousel and Carousel deck. Fees for facility rental shall be consistent
with rates approved by the City.
The SMPC may charge additional fees for services above and beyond the facility rental fees,
including, but not limited to, table and chair rentals, referral fees, commissions, advertising fees,
and sales of merchandise, party favors and memorabilia. The SMPC may retain one hundred
percent (100%) of additional fees for services beyond the facility rental fee.
(2) Collection of Facility Rental Fees. The SMPC shall be responsible for collection of the
rental fees for Carousel events held in the Carousel and on the Carousel Deck. Checks will be
made payable to SMPC.
(3) Remittance to City. SMPC shall remit to the City 50% of the rental fees collected for
the month by the lOth day of the following month.
(4) Special Events and Filming Hours. Semi-private events (which include children's parties
or parties that do not serve alcohol) may be held during the public operating hours of the
Carousel. Event users will comply with and obtain any applicable permits required for the use of
the site.
Special events and commercial filming may occur during regular Carousel operating hours,
provided they do not interfere with regular Carousel operations.
Private events must be held before or after Carousel operating hours. Set-up for private
parties in the Carousel may begin one-hour before closing.
The Carousel may only be closed for private parties during regular operating hours with
prior consent of the City.
3.I.h
Packet Pg. 914 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
(5) Custodial Serdces. The SMPC shall be responsible for the procurement of custodial
services for special events held at the Carousel. SMPC may collect a custodial fee from the user in
addition to the facility rental fee. At the discretion of the SMPC, the charge may vary based upon
the type of party, number of attendees and the extent of clean;up required. The Carousel must be
left in clean and sanitary condition after all special events. SMPC may bill custodial charges
direcdy to the client (s). The City will not share in the custodial fee.
(6) Rental Agreement. SMPC shall de,-elop a rental agreement in a form subject to City
approval.
(7) Parking. The SMPC is required to ensure that parking is available for Carousel special
eYents in accordance with the City Transportation Division's adopted parking guidelines, as they
exist or may be amended. All checks for parking will be made payable to the City and coordinated
with the City's Transportation DiYision/Parking Office.
(8) Special EYent Staffing Requirements. SMPC shall coordinate with the Carousel
Contractor concerning carousel staffing for events scheduled during Carousel public operation
hours. At least one (1) SMPC staff member must be onsite to monitor any special events held in
the Carousel including the Carousel Deck.
(9) Reporting Requirements. SMPC is responsible for submitting to the City a detailed
monthly report related to Carousel and Carousel deck booking events, in a format approved by the
City.
(10) Facility Fee. SMPC may recommend charges for both the Carousel fee rate structure
for Carousel special events and the facility rental fee. Both fees will be subject to City Council
approval.
(11) Security Deposit. The minimum security deposit for semi-private and private events is
$500.00, but may be increased at the discretion of SMPC based upon the type of party and
number of attendees. Security deposit checks shall be made payable to SMPC and returned to
client after successful completion of inspection. A security deposit is not required for children's
birthday parties.
(12) Insurance. The SMPC shall require that all individuals, groups, corporations, or non-
profit organizations hosting an event are required to provide a certificate of insurance. Children's
parties during regular Carousel hours are exempt from this requirement. The City of Santa
Monica may proYide insurance for the day of the eYent for an additional fee. All caterers, rental
supply companies, priYate security and any other service companies must also provide the City of
Santa Monica a certificate of insurance prior to the event, including:
$1,000,000 combined single limit to include the City of Santa Monica, Santa Monica Pier
Corporation, and the Carousel contractor as additional insured;
Signed Hold Harmless and indemnification Agreement; and
3.I.h
Packet Pg. 915 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
Signed Carousel Rules & Regulations Agreement.
(13} Security. The SMPC shall require security for private events, as recommended by the
Santa Monica Police Department. In addition, the Santa Monica Police Department reserves the
right to assign off-duty officer(s} to be hired by the renter based on the nature and date of the
event, and number of guests.
Carousel staff operators are not considered security.
Security Guards are not required for children's parties.
(14) Alcohol Service. The SMPC shall require that alcohol may only be served in
accordance with all state and local laws. Alcohol service is not permitted in the Carousel Building
during the hours of public operation.
(15} Business License. SMPC shall require that all vendors obtain a Santa Monica Business
License
(16) Filming Permit. SMPC shall require that all videos, photography, still and commercial
filming obtain a Filming License.
(17) Smoking and Flammable Materials. The SMPC shall prohibit smoking, candles and
other flammable materials in the Carousel or on the deck.
On-Site cooking equipment must be approved by SMPC in accordance with Santa Monica
Fire Department guidelines.
3.I.h
Packet Pg. 916 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
EXHIBIT "C"
INSURANCE REQUIREMENTS AND VERIFICATION
SMPC shall procure and maintain for the duration of the agreement insurance against claims for
injuries to persons or damages to property which may arise &om or in connection with the
SMPC's services performed under this agreement. The cost of such insurance shall be borne by the
SMPC.
Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 Olcovering
CGL on an "occurrence" basis, including property damage, bodily injury and personal
injury with limits no less than $5,000,000 per occurrence.
2. Workers' Compensation and Employer's Liability: Workers' Compensation insurance as
required by the State of California and Employer's Liability Insurance with limits of no less
than $1,000,000 per accident for bodily injury or disease.
3. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any
auto), or if the SMPC has no owned autos, Code 8 (hired) and Code 9 (non-owned), with
limits of no less than $1,000,000 per accident for bodily injury and property damage.
4. Non Profit Directors & Officers Liability: Insurance against wrongful acts arising out of
duties performed by Directors/Officers/Employees on behalf of the organization, with
limits of no less than $1,000,000 per claim or occurrence.
5. Crime Policy: Crime coverage covering employee theft, forgery, and inside/ outside the
premises theft, with limits of no less than $100,000 per occurrence.
Other Insurance Provisions
1. The policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status (CGL policy only): the City of Santa Monica, its officers,
officials, employees and volunteers are to be coYered as additional insureds on the CGL
policy with respect to liability arising out of work or operations performed by or on behalf
of the SMPC.
b. Primary Coverage (all policies): The SMPC' s insurance coverage shall be primary as
respects the City of Santa Monica, its officers, officials, employees and volunteers. Any
insurance or self-insurance maintained by the City of Santa Monica, its officers, officials,
3.I.h
Packet Pg. 917 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)
employees or volunteers shall be excess of the SMPC's insurance and shall not contribute
with it.
c. Notice of Cancellation (all policies): Each insurance policy will be endorsed to state that
coverage shall not be cancelled except after 30 days prior written notice (10 days for non-
payment) has been giYen to the City.
d. Waiver of Subrogation (CGL and Workers' Compensation policies): SMPC hereby
grants to City of Santa Monica a waiver of any right to subrogation which any insurer of
said SMPC may acquire against the City of Santa Monica by virtue of payment of any loss
under such insurance. This provision applies regardless of whether or not the City of Santa
Monica has received a waiver of subrogation endorsement from the insurer. The Workers'
Compensation policy shall be endorsed with a waiver of subrogation in fayor of the City of
Santa Monica for all services prmi.ded under this agreement by SMPC, its employees,
agents and subcontractors.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A VII
unless otherwise approved by the City's Risk Manager.
Verification of Coverage
SMPC shall furnish the City of Santa Monica with original certificates and amendatory
endorsements or copies of the applicable policy language providing the insurance coverage
required above. All certificates and endorsements are to be received and approved by the City of
Santa Monica before the agreement is effective. However, failure to obtain the required documents
prior to work beginning shall not waive the SMPC' s obligation to provide them.
Modifications to Insurance Requirements
The City's Risk Manager must approve any modifications to the scope or amount of insurance, in
writing and in advance.
3.I.h
Packet Pg. 918 Attachment: Services Agmt No. 10101 (5125 : Pier Corp FY 2022-23 Budget and Work Plan)