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SR 10-24-2023 5A City Council Report City Council Meeting: October 24, 2023 Agenda Item: 5.A 1 of 5 To: Mayor and City Council From: Anuj Gupta, Interim Director of Transportation, Department of Transportation, Finance & Administrative Services Subject: Approval of Second Modification of Big Blue Bus (BBB) Lease Contract with Bear Communications, Inc. for Hollywood Hills Radio Site Recommended Action Staff recommends that the City Council: 1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines. 2. Authorize the City Manager to negotiate and execute a second modification of agreement #10857 in the amount of $126,000 with Bear Communications, Inc., a California corporation, for the extension of an antenna site lease for the Santa Monica Department of Transportation (SMDOT). This will result in a 23-year amended agreement with a new total amount not to exceed $633,000, with future year funding contingent on Council budget approval. Summary In 2005, Big Blue Bus (BBB) entered into an agreement with Advanced Electronics, Inc., the predecessor-in-interest to Bear Communications, Inc. for the sublease of an antenna site in the Hollywood Hills to install and maintain radio transponders to allow BBB to communicate with its vehicles across its service area. The antenna site is the only location available to adequately provide data signals to BBB. Staff recommends that the City Council authorize the City Manager to negotiate and execute a second modification to the Antenna Site Sublease Agreement #10857 with Bear Communications, Inc., for a one-year extension with two additional one-year options, and for additional compensation in an amount not to exceed $126,000 over the three- 5.A Packet Pg. 22 2 of 5 year period. The amount for the first year of the extension would be $39,440.92. This would result in a 23-year amended agreement with a new total contract amount not to exceed $633,000, with future year funding contingent on Council budget approval. This lease was entered into as an exception to the competitive process due to Federal Communications Commission (FCC) regulations regarding BBB’s ability to transmit radio signals. Discussion BBB implemented an Advanced Fleet Management System (AFMS) in 2003 that provides Computer Aided Dispatch/Automatic Vehicle Location (CAD/AVL) data for its fleet of transit vehicles. In support of the AFMS, the City entered into a sublease with Advanced Electronics, Inc., the predecessor-in-interest to Bear Communications, Inc., on February 8, 2005, to install and maintain radio transponders at the Hollywood Hills antenna site. Currently, the Hollywood Hills antenna site houses BBB’s radio equipment, which provides support for the AFMS, voice communication (two-way radio between buses and dispatch), and data regarding the location of each bus in BBB’s fleet. This location data is used for real-time signage, customer trip-planning applications such as Transit and Google Transit, vehicle tracking, automatic passenger counters (APCs) onboard the buses, the city’s network of real-time bus arrival signs at more than 100 of its bus stops, text-based bus arrival predictions, and bus arrival predictions through Interactive Voice Response. BBB utilizes these radio frequencies to communicate with vehicles, locate and monitor those vehicles, collect data for reporting purposes, and provide real-time scheduling information to many other transit agencies and systems, as well as to customers through various applications, providing an enhanced customer service experience to the community. 5.A Packet Pg. 23 3 of 5 In May 2021, City Council approved the staff recommendation to award a contract to Clever Devices, Ltd., for new radio and CAD/AVL systems. Clever Devices’ Voice over Internet Protocol (VoIP) radio system will replace the current analog radio system, eliminating the need to sublease an antenna site, but will not be fully implemented and tested until after the current contract with Bear Communications ends on April 30, 2024, necessitating a contract extension. While the new radio and CAD/AVL implementation is estimated to be completed by June 30, 2024, two additional one-year options are being requested out of an abundance of caution to ensure seamless, uninterrupted radio communications necessary to continue to provide essential transportation services to customers who depend on BBB each day. The original sublease was for a five (5) year term with two separate options to extend for five (5) years each. The City exercised both options, with the second option expiring on April 30, 2019. In 2019, the City modified the agreement to extend the sublease for one (1) year, with four separate options to extend for one (1) year each. The City exercised all four (4) options, with the fourth option scheduled to expire on April 30, 2024, and now seeks to enter into a second modification to continue this sublease to prevent any interruption of its radio communications, which could negatively impact services provided by BBB and other regional transit operators. Past Council Actions Meeting Date Description 09/28/2004 (Attachment A) Authorization of the City Manager to Negotiate and Execute an Amendment to the City’s Agreement with Advanced Electronics for an Antenna Site Lease over a Period of Five Years for an Amount not to exceed $112,000. 06/11/2019 (Attachment B) Reinstatement and First Modification of Antenna Site Sublease Agreement with Bear Communications, Inc. for Hollywood Hills Radio Site 5.A Packet Pg. 24 4 of 5 Environmental Review This agreement modification is categorically exempt from CEQA pursuant to Section 15061(b)(3) of the CEQA Guidelines. The contract modification is covered by the commonsense exemption which states that CEQA does not apply, “where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” The modification will continue the City’s sublease of an existing antenna site in the Hollywood Hills to install and maintain radio transponders to allow BBB to communicate with its vehicles across its service area. The antenna site is the only location available to adequately provide data signals to BBB’s operational systems and is subject to Federal Communications Commission (FCC) regulations. Therefore, it can be seen with certainty that the proposed modification would not result in adverse physical impacts on the environment, and as such, is categorically exempt from CEQA. Financial Impacts and Budget Actions Staff seeks authority to approve available funding from the Big Blue Bus Fund to increase the amount of agreement with Bear Communications, Inc. to lease a radio antenna site for BBB. Contract/Agreement/Purchase Order Modification Request Agreement # Current Authorized Amount FY 2023-24 Modified Request Amount CIP Account # Total Revised Contract Amount #10857 $507,000 $126,000 C6004770.689000 $633,000 Future year funding is contingent on Council budget approval. 5.A Packet Pg. 25 5 of 5 Prepared By: Carolyn Connolly, Principal Administrative Analyst Approved Forwarded to Council Attachments: A. Authorization of Agreement with Advanced Electronics for an Antenna Site Lease (Web Link) B. Approval of Big Blue Bus (BBB) lease extension with Bearcomm for Hollywood Hills Radio Site (Web Link) C. OAKS INITIATIVE FORM Bearcom Fy 23-24 D. Original Agreement - Antenna Site Sublease E. First Modification - Bearcom_Radio_Site_Lease_Agr 5.A Packet Pg. 26 CITY OF SANTA MONICA OAKS INITIATIVE NOTICE NOTICE TO APPLICANTS, BIDDERS, PROPOSERS AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS, OR OTHER BENEFITS FROM THE CITY OF SANTA MONICA Santa Monica’s voters adopted a City Charter amendment commonly known as the Oaks Initiative. The Oaks Initiative requires the City to provide this notice and information about the Initiative’s requirements. You may obtain a full copy of the Initiative’s text from the City Clerk. This information is required by City Charter Article XXII—Taxpayer Protection. It prohibits a public official from receiving, and a person or entity from conferring, specified personal benefits or campaign advantages from a person or entity after the official votes, or otherwise takes official action, to award a “public benefit” to that person or entity. The prohibition applies within and outside of the geographical boundaries of Santa Monica. All persons or entities applying or receiving public benefits from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of persons with more than a 10% equity, participation or revenue interest. An exception exists for persons serving in those capacities as volunteers, without compensation, for organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the Internal Revenue Code. However, this exception does not apply if the organization is a political committee or controls political committees. Examples of a “public benefit” include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000 over a 12- month period. In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Therefore, if you are seeking a “public benefit” covered by the Oaks Initiative, you must supply that information on the Oaks Initiative Disclosure Form. This information must be updated and supplied every 12 months. 5.A.c Packet Pg. 27 Attachment: OAKS INITIATIVE FORM Bearcom Fy 23-24 (5820 : Approve Second Modification of Contract with Bear Communications Inc for CITY OF SANTA MONICA OAKS INITIATIVE DISCLOSURE FORM In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Public benefits include: 1. Personal services contracts in excess of $25,000 over any 12-month period; 2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12- month period; 3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period; 4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12-month period; 5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000; 6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12- month period; or 7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12- month period. Name(s) of persons or entities receiving public benefit: Name(s) of trustees, directors, partners, and officers: Name(s) of persons with more than a 10% equity, participation, or revenue interest: Prepared by: Title: Signature: Date: Email: Phone: Permit # FOR CITY USE ONLY: Bid/PO/Contract # 5.A.c Packet Pg. 28 Attachment: OAKS INITIATIVE FORM Bearcom Fy 23-24 (5820 : Approve Second Modification of Contract with Bear Communications Inc for 5.A.d Packet Pg. 29 Attachment: Original Agreement - Antenna Site Sublease (5820 : Approve Second Modification of Contract with Bear Communications Inc for 5.A.d Packet Pg. 30 Attachment: Original Agreement - Antenna Site Sublease (5820 : Approve Second Modification of Contract with Bear Communications Inc for 5.A.d Packet Pg. 31 Attachment: Original Agreement - Antenna Site Sublease (5820 : Approve Second Modification of Contract with Bear Communications Inc for 5.A.d Packet Pg. 32 Attachment: Original Agreement - Antenna Site Sublease (5820 : Approve Second Modification of Contract with Bear Communications Inc for 5.A.d Packet Pg. 33 Attachment: Original Agreement - Antenna Site Sublease (5820 : Approve Second Modification of Contract with Bear Communications Inc for 5.A.d Packet Pg. 34 Attachment: Original Agreement - Antenna Site Sublease (5820 : Approve Second Modification of Contract with Bear Communications Inc for 5.A.d Packet Pg. 35 Attachment: Original Agreement - Antenna Site Sublease (5820 : Approve Second Modification of Contract with Bear Communications Inc for 5.A.d Packet Pg. 36 Attachment: Original Agreement - Antenna Site Sublease (5820 : Approve Second Modification of Contract with Bear Communications Inc for 5.A.d Packet Pg. 37 Attachment: Original Agreement - Antenna Site Sublease (5820 : Approve Second Modification of Contract with Bear Communications Inc for 5.A.d Packet Pg. 38 Attachment: Original Agreement - Antenna Site Sublease (5820 : Approve Second Modification of Contract with Bear Communications Inc for 5.A.d Packet Pg. 39 Attachment: Original Agreement - Antenna Site Sublease (5820 : Approve Second Modification of Contract with Bear Communications Inc for 1 Contract Number 10857 (CCS) (Former Contract Number 4553) REINSTATEMENT AND FIRST MODIFICATION OF ANTENNA SITE SUBLEASE AGREEMENT This Reinstatement and First Modification of Antenna Site Sublease Agreement No. 10857 (CCS) (“First Modification”), entered into as of _____________ (“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Bear Communications Inc., a Califor- nia corporation (“Bearcom”), is made with reference to the following: RECITALS A. On or about February 8, 2005, City and Advanced Electronics, Inc., a California corporation (“AEI”) entered into Antenna Lease Agreement No. 10857 (CCS) (“Original Agreement”) for the sublease by City from AEI of a portion of the real property and improvements located at 2050 Cyperan Drive in the City of Los Angeles, County of Los Angeles, California (the “Prem- ises”). The Original Agreement permitted City the use of the antenna site located on the Prem- ises through April 30, 2009, and granted City the right to extend the agreement twice for peri- ods equal to five years each in duration. B. In March 2009, City exercised its option to extend the Original Agreement through April 2014. In March 2014, City exercised its second option to extend the Original Agreement through April 2019. C. Bearcom is the successor in interest to AEI and assumed all rights and obligations under the Original Agreement effective as of AEI’s dissolution in or about August 2018. D. City and Bearcom desire to reinstate and modify the Original Agreement to extend the term of the Original Agreement through April 30, 2020, provide City with four (4) options to extend the Original Agreement for additional one (1) year periods, and modify the rent to be paid by City during the extended term of the Original Agreement. TERMS AND CONDITIONS Now, therefore, the undersigned parties do hereby mutually agree to reinstate and modify the Orig- inal Agreement as follows: 1. Section 2 of the Original Agreement entitled “Sublease Term: Option to Review” shall be de- leted in its entirety and replaced with the following: SECTION 2. SUBLEASE TERM; OPTIONS TO RENEW. This Sublease shall commence as of May 1, 2004 (“Commencement Date”) and shall continue in effect until April 30, 2020 (the “Sublease Term”), unless termi- nated earlier or extended as provided herein. 2.1 Options to Extend Sublease Term. Unless terminated earlier as pro- vided herein, City, in its sole and complete discretion, shall have four (4) separate options to extend this Sublease for additional (1) year periods (each DocuSign Envelope ID: A5A82E32-A7BE-4BC6-8850-1C93BD4EB814 7/16/2019 5.A.e Packet Pg. 40 Attachment: First Modification - Bearcom_Radio_Site_Lease_Agr (5820 : Approve Second Modification of Contract with Bear Communications 2 an “Extension Term”), on the same terms and conditions set forth in this Sublease. City may exercise its option by written letter delivered to Bearcom at least thirty days prior to expiration of the Sublease Term (with respect to the first option to extend) and at least thirty days prior to expiration of the Extension Term (with respect to each of the subsequent three options to ex- tend). Delivery of the written letter exercising the City’s option shall auto- matically extend the term of this agreement through the end of the next Ex- tension Term, that is, through April 30 of the next year. All of the terms and conditions of this Sublease shall apply during each Extension Term. 2. Section 4 of the Original Agreement entitled “Monthly Rent: Annual Increase” shall be deleted in its entirety and replaced with the following: SECTION 4. MONTHLY RENT; ANNUAL INCREASE. For use and occupancy of the Premises, during the period from the Commencement Date through April 30, 2019, City agrees to pay to AEI the sum of One Thousand Five Hundred Fifty-Five Dollars per month without set off or deduction. Commencing one (1) year fol- lowing the Commencement Date, and annually thereafter through April 30, 2019, AEI shall have the right to increase the monthly rent to be paid by City by an amount not to ex- ceed four percent (4%) of the preceding year’s monthly rent. For use and occupancy of the Premises, during the period from May 1, 2019 through the end of the Sublease Term and any Extension Terms, City agrees to pay Bearcom the sum of Two Thousand Seven Hundred One and 46/100 Dollars ($2,701.46) per month without set off or deduction. At the end of the Sublease Term, and at the end of any succeeding Extension Term, Bearcom shall have the right to increase the monthly rent to be paid by City by an amount not to exceed five percent (5%) of the preceding year’s monthly rent. The monthly rent to be paid by City during the Sublease Term and any Extension Terms shall not exceed $507,000. 3. Section 19 of the Original Agreement entitled “Notices” shall be amended to provide that all notices, demands, requests or approvals from City to Bearcom shall be addressed to Bearcom at: Bear Communications, Inc. 2601 Manhattan Beach Blvd. Redondo Beach, CA 90278 Attn: Vickie L. Dubois, Customer Service Manager 4. All references in the Original Agreement to AEI shall be deemed to refer equally to Bearcom, as the successor in interest to AEI. 5. Except as expressly modified by this First Modification, all other terms and conditions of the Original Agreement shall be and remain in full force and effect. /// DocuSign Envelope ID: A5A82E32-A7BE-4BC6-8850-1C93BD4EB814 5.A.e Packet Pg. 41 Attachment: First Modification - Bearcom_Radio_Site_Lease_Agr (5820 : Approve Second Modification of Contract with Bear Communications 3 /// IN WITNESS WHEREOF, the parties have executed this First Modification as of the date and year first written above. ATTEST: ______________________________ DENISE ANDERSON-WARREN City Clerk ANDERSON-WARR City Clerk APPROVED AS TO FORM: ______________________________ LANE DILG City Attorney LANE DILG City Attorney CITY OF SANTA MONICA, a municipal corporation By: ______________________________ RICK COLE City Manager BEARCOM Corporation Bear Communications Inc. #VENDOR By: _______________________________ DocuSign Envelope ID: A5A82E32-A7BE-4BC6-8850-1C93BD4EB814 George S. Cardona 7/12/2019 Special Council / Chief of Staff 7/12/2019 George S. Cardona Special Council / Chief of Staff 7/12/2019 Vickie L. Dubois Vickie L. Dubois Customer Service Manager City Manager Rick Cole 7/16/2019 City Clerk 7/16/2019 Denise Anderson-Warren 5.A.e Packet Pg. 42 Attachment: First Modification - Bearcom_Radio_Site_Lease_Agr (5820 : Approve Second Modification of Contract with Bear Communications