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Proposed Agreement - Swiftly.pdf

Fairfield City Council
December 17, 2024

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Proposed Agreement - Swiftly.pdf
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December 17, 2024
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Fairfield City Council
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Text extracted from the city's file for reading and search. Open the original on pub-fairfield.escribemeetings.com. That file is the official record.

1 Rev. 01/18/2024

CITY OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT WITH
SWIFTLY, INC.

Th
is AGREEMENT is made at Fairfield, California, as of ____________, 2024 (the “Effective Date”), by and between the City of Fairfield, a municipal corporation (the “City") and Swiftly, Inc. ("Service Provider”), who agree as follows:
1) SERVICES. Subject to the terms and conditions set forth in this Agreement, Service Provider shall provide to the City the services described in Exhibit “A” (the “Scope of Services”), which consists of the following: (a) Exhibit A -1 – Statement of Work , (b) Exhibit A-2 – Product Schedule, (c) Exhibit A-3 – Service Level Agreement, (d) Exhibit A- 4 - City’s Request for Proposal (“RFP”), (e) Exhibit A-5 – Service Provider’s response to RFP. Service Provider shall provide S ervices at the time, place, and in the manner specified in Exhibit “A.”
2) PAYMENT. City shall pay Service Provider for the services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit “B.” The payments specified in Exhibit “B” shall be the only payments to be made to Service Provider for services rendered pursuant to this Agreement.

Service Provider shall submit all billings for said services to the City in the manner specified in Exhibit “B.”

3) FACILITIES AND EQUIPMENT. Service Provider shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing Services pursuant to this Agreement.
4) COMPLETE AGREEMENT. The provisions set forth in Exhibits “A,” “B,” “C,” and “D” are part of this Agreement. In the event of any inconsistency between the general provisions of Exhibit “C” and any other terms or conditions of this Agreement, the provisions set forth in Exhibit “C” shall control. All provisions in this Agreement control over any provision in Exhibit “A.” In the event of a disagreement among the documents comprising Exhibit “A,” Exhibit A -1 controls over Exhibits A -2 through A -5; Exhibit A -2 controls over Exhibits A-3 through A-5; Exhibit A-3 controls over Exhibits A-4 through A-5; and Exhibit A-4 controls over Exhibit A -5. This agreement is intended to be a complete integration and there are no prior or additional agreements pertaining to the subject matter of this Agreement.
5) INSURANCE REQUIREMENTS. The insurance requirements set forth in Exhibit “D” are part of this Agreement. Notwithstanding any other provision to the contrary, in the event of any inconsistency between any other terms or conditions of this Agreement, the requirements set forth in Exhibit “D” shall control. 6) BUSINESS LICENSE. The CONSULTANT shall obtain and keep current a business license for work within the City of Fairfield pursuant to Chapter 10B of the Fairfield City Code, with respect to the gross receipts received pursuant to this Agreement. No payments shall be made to any SERVICE PROVIDER until such business license has been obtained, and all fees paid therefore, by the Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
City OF FAIRFIELD
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CONSULTANT. Business license applications and information may be obtained from the Community Development Department, Fairfield City Hall, 1000 Webster Street, Fairfield, CA 94533-4883, (707-428-7509) and online at www.fairfield.ca.gov/biz.

7) EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein.

8) TERM. This Agreement shall be effective upon the Effective Date and shall remain in effect for a period of Five (5) years following the Effective Date.

9) Where applicable, vehicles with a GVWR greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at
https://ww2.arb.ca.gov/our-
work/programs/advanced-clean-fleets

EXECUTED as of the day first above-stated.

City of Fairfield, a municipal corporation

By:
(signature)

Printed: ______________________________

Service Provider

By:
(signature)

Printed: ______________________________

Rob Gaffney
Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
City OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT

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EXHIBIT “A”

SCOPE OF SERVICES

Services are described more particularly in the following exhibits, which comprise this Exhibit A:

Exhibit A-1 – Statement of Work
Exhibit A-2 – Product Schedule
Exhibit A-3 – Service Level Agreement

Exhibit “A-1”

Statement of Work

1.0 DEFINITIONS: In this Agreement, the following terms have the following meanings, and all other capitalized terms have the meaning given to them elsewhere in this Agreement:

1.01 “Authorized Persons ” as used in this document means the Service Provider’s employees, contractors, subcontractors or other agents who need to access the public jurisdiction’s personal data to enable the Service Provider to perform the services required.

1.02 “Data Breach ” as used in this document means the unauthorized access by non-authorized person/s that result in the use, disclosure or theft of a public jurisdiction’s unencrypted personal data.

1.03 “Follow -the-sun” is a workflow model in which work is passed on to the offices located in different time zones. In this way work is done round-the-clock thereby reducing the support duration and increasing the responsiveness.

1.04 “Individually Identifiable Health Information” as used in this document means information that is a subset of health information, including demographic information collected from an individual, and (1) is created or received by a health care provider, health plan, employer or health care clearinghouse; and (2) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (a) that identifies the individual; or (b) with respect to which there is a reasonable basis to believe the information can be used to identify the individual.

1.05 “Non-Public Data” means data, other than personal data, that is not subject to distribution to the public as public information. It is deemed to be sensitive and confidential by the public jurisdiction because it contains information that is exempt by statute, ordinance or administrative rule from access by the general Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
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public as public information.

1.06 “Personal Data” means data that includes information relating to a person that identifies the person by name and has any of the following personally identifiable information (PII): government -issued identification numbers (e.g. Social Security, driver’s license, passport); financial account information, including account number, credit or debit card numbers; or protected health information (PHI) relating to a person.

1.07 “Protected Health Information” (PHI) as used in this document is individually identifiable health information transmitted by electronic media, maintained in electronic media, or transmitted or maintained in any other form or medium. PHI excludes education records covered by the Family Educational Rights and Privacy Act (FERPA), as amended, 20 U.S.C. 1232g, records described at 20 U.S.C. 1232g(a)(4)(B)(iv) and employment records held by a covered entity in its role as employer.

1.08 “Personally Identifiable Information” (PII) PII refers to a combination of data elements (e.g. Social Security number, driver’s license or other government - issued identification number, passport number, financial account number, or credit or debit card number in combination with security codes) that, when linked to the individual’s first name or first initial and their last name, and not encrypted or otherwise could lead to the loss, theft or unauthorized use of the individual’s personal information.

1.09 “Public Jurisdiction” means the City of Fairfield.

1.10 “Public Jurisdiction Data” as used in this document means all data created or in any way originating with the public jurisdiction, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the public jurisdiction, whether such data or output is stored on the public jurisdiction’s hardware; the Service Provider’s hardware or exists in any system owned, maintained or otherwise controlled by the public jurisdiction or by the Service Provider.

1.11 “Public Jurisdiction Identified Contact ” means the person or persons designated in writing by the public jurisdiction to receive security incident or breach notification.

1.12 “Security Incident” means the potentially unauthorized access by non- authorized persons to personal data or non-public data that could reasonably result in the use, disclosure or theft of a public jurisdiction’s unencrypted personal data or non- public data within the possession or control of a Service Provider. A security incident may or may not turn into a data breach.

1.13 “Service Level Agreement ” (SLA) means a written agreement between both the public jurisdiction and the Service Provider that is subject to the terms and Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
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conditions in this document that unless otherwise agreed to includes (1) the technical service level performance promises (i.e., metrics for performance and intervals for measure), (2) description of service quality, (3) identification of roles and responsibilities, (4) security responsibilities and notice requirements, (5) how disputes are discovered and addressed and (6) any remedies for performance failures.

1.14 “Service Provider” means the contractor and its employees, subcontractors, agents and affiliates who are providing the services agreed to under the contract.

1.15 “Software-as-a-Service” (SaaS) means the capability provided to the consumer to use the provider’s applications running on a cloud infrastructure.

The applications are accessible from various client devices through a thin client interface such as a Web browser (e.g., Web- based email) or a program interface. The consumer does not manage or control the underlying cloud infrastructure, including network, servers, operating systems, storage or even individual application capabilities, with the possible exceptio n of limited user - specific application configuration settings.

1.16 “Statement of Work” is a written statement in a solicitation document or contract that describes the public jurisdiction’s service needs and expectations.

2.0 DESCRIPTION OF SERVICES

2.1 Scope of Services
The scope of services to be performed by Service Provider under this Agreement is as described in this Statement of Work in Exhibit A of this Agreement.

2.2 Data Ownership
The public jurisdiction will own all right, title and interest in its data that is related to the services provided by this contract. S ERVICE PROVIDER shall not access public jurisdiction user accounts or public jurisdiction data, except (1) in the course of data center operations, (2) in response to service or technical issues, (3) as required by the express terms of this contract or (4) at the public jurisdiction’s written request.

2.3 Data Protection
Protection of personal privacy and data shall be an integral part of the business activities of the Service Provider to ensure there is no inappropriate or unauthorized use of public jurisdiction information at any time. To this end, the Service Provider shall safeguard the confidentiality, integrity and availability of public jurisdiction information and comply with the following conditions:
a. The Service Provider shall implement and maintain appropriate administrative, technical and organizational security measures to Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
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safeguard against unauthorized access, disclosure or theft of personal data and non-public data. Such security measures shall be in accordance with recognized industry practice and not less stringent than the measures the Service Provider applies to its own personal data and non-public data of similar kind.
b. All data obtained by the Service Provider in the performance of this contract shall become and remain the property of the public jurisdiction.
c. All personal data shall be encrypted at rest and in transit with controlled access. Unless otherwise stipulated, the Service Provider is responsible for encryption of the personal data. Any stipulation of responsibilities will identify specific roles and responsibilities and shall be included in the service level agreement (SLA), or otherwise made a part of this contract.
d.

Unless otherwise stipulated, the Service Provider shall encrypt all non-public data at rest and in transit. The public jurisdiction shall identify data it deems as non- public data to the Service Provider.

The level of protection and encryption for all non- public data shall be identified and made a part of this contract.
e. At no time shall any data or processes – that either belong to or are intended for the use of a public jurisdiction or its offers, agents or employees – be copied, disclosed or retained by the Service Provider or any party related to the Service Provider for subsequent use in any transaction that does not include the public jurisdiction. f. The Service Provider shall not use any information collected in connection with the service issued from this proposal for any purpose other than fulfilling the service.

2.4 Data Location
The Service Provider shall provide its services to the public jurisdiction and its end users solely from data centers in the U.S. Storage of public jurisdiction data at rest shall be located solely in data centers in the U.S. The Service Provider shall not allow its personnel or contractors to store public jurisdiction data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. The Service Provider shall permit its personnel and contractors to access public jurisdiction data remotely only as required to provide technical support. The Service Provider may provide technical user support on a 24/7 basis using a “Follow the Sun” model, unless otherwise prohibited in this contract.

2.5 Security Incident
Service Provider shall inform the public jurisdiction of any security incident or data breach.
a. Incident Response: The Service Provider may need to communicate with outside parties regarding a security incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in the contract. Discussing Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
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security incidents with the public jurisdiction should be handled on an urgent as -needed basis, as part of Service Provider communication and mitigation processes as mutually agreed upon, defined by law or contained in the contract.
b. Security Incident Reporting Requirements: The Service Provider shall report a security incident to the appropriate public jurisdiction identified contact immediately as defined in the SLA. c. Breach Reporting Requirements: If the Service Provider has actual knowledge of a confirmed data breach that affects the security of any public jurisdiction content that is subject to applicable data breach notification law, the Service Provider shall (1) promptly notify the appropriate public jurisdiction identified contact within 24 hours or sooner, unless shorter time is required by applicable law, and (2) take commercially reasonable measures to address the data breach in a timely manner.

2.6 Breach Responsibilities
This section only applies when a data breach occurs with respect to personal data within the possession or control of the Service Provider. a. The Service Provider , unless stipulated otherwise, shall immediately notify the appropriate public jurisdiction identified contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident.
b. The Service Provider, unless stipulated otherwise, shall promptly notify the appropriate public jurisdiction identified contact within 24 hours or sooner by telephone, unless shorter time is required by applicable law, if it confirms that there is, or reasonably believes that there has been a data breach. The Service Provider shall (1) cooperate with the public jurisdiction as reasonably requested by the public jurisdiction to investigate and resolve the data breach, (2) promptly implement necessary remedial
measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary.
c. Unless otherwise stipulated, if a data breach is a direct result of the Service Provider’s breach of its contract obligation to encrypt personal data or otherwise prevent its release, the Service Provider shall bear the costs associated with (1) the investigation and resolution of the data breach; (2) notifications to individuals, regulators or others required by state law; (3) a credit monitoring service required by state (or federal) law; (4) a website or a toll- free number and call center for affected in dividuals required by state law — all not to exceed the average per record per person cost calculated for data breaches in the United States (currently $201 per record/person) in the most recent Cost of Data Breach Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
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Study: Global Analysis published by the Ponemon Institute at the time of the data breach; and (5) complete all corrective actions as reasonable determined by Service Provider based on root cause; all [(1) through (5)] subject to this contract’s limitation of liability.

2.7 Notification of Legal Requests
The Service Provider shall contact the public jurisdiction upon receipt of any electronic discovery, litigation holds, discovery searches and expert testimonies related to the public jurisdiction’s data under this contract, or which in any way might reasonably require access to the data of the public jurisdiction. The Service Provider shall not respond to subpoenas, service of process and other legal requests related to the public jurisdiction without first notifying the public jurisdiction, unless prohibit ed by law from providing such notice.

2.8 Termination and Suspension of Service

4.1.1.1 In the event of a termination of the contract, the Service Provider shall implement an orderly return of public
jurisdiction data in a CSV or another mutually agreeable format at a time agreed to by the parties and the
subsequent secure disposal of public jurisdiction data.

4.1.1.2 During any period of service suspension, the Service Provider shall not take any action to intentionally erase any public jurisdiction data.

4.1.1.3 In the event of termination of any services or agreement in entirety, the Service Provider shall not take any action to intentionally erase any public jurisdiction data for a period of:
• 10 days after the effective date of termination, if the termination is in accordance with the contract period;
• 30 days after the effective date of termination, if the termination is for convenience;
• 60 days after the effective date of termination, if the termination is for cause.

After such period, the Service Provider shall have no obligation to maintain or provide any public jurisdiction data and shall thereafter, unless legally prohibited, delete all public jurisdiction data in its systems or otherwise in its possession or under its control.

4.1.1.4 The public jurisdiction shall be entitled to any post - termination assistance generally made available with
respect to the services, unless a unique data retrieval arrangement has been established as part of the SLA.
e. The Service Provider shall securely dispose of all requested data in all of its forms, such as disk, CD/ DVD, backup tape and paper, when requested by the public jurisdiction. Data shall be permanently deleted and shall not be recoverable, according to National Institute Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
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of Standards and Technology (NIST) -approved methods.

Certificates of destruction shall be provided to the public jurisdiction.

2.9 Background Checks
The Service Provider shall conduct criminal background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the contract who have been convicted of any crime of dishonesty, including but not limited to criminal fraud, or otherwise convicted of any felony or misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The Service Provider shall promote and maintain an awareness of the importance of securing the public jurisdiction’s information among the Service Pro vider’s employees and agents.

2.10 Access to Security Logs and Reports
The Service Provider shall provide reports to the public jurisdiction in a format as specified in the SLA agreed to by both the Service Provider and the public jurisdiction. Reports shall include latency statistics, user access, user access IP address, user access history and security logs for all public jurisdiction files related to this contract.

2.11 Contract Audit
The Service Provider shall allow the public jurisdiction to audit conformance to the contract terms. The public jurisdiction may perform this audit or contract with a third party at its discretion and at the public jurisdiction’s expense.

2.12 Data Center Audit
The Service Provider shall perform an independent audit of its data centers at least annually at its expense and provide a redacted version of the audit report upon request. The Service Provider may remove its proprietary information from the redacted version. A Service Organization Control (SOC) 2 audit report or approved equivalent sets the minimum level of a third-party audit.

2.13 Change Control and Advance Notice
The Service Provider shall give advance notice (to be determined at the contract time and included in the SLA) to the public jurisdiction of any upgrades (e.g., major upgrades, minor upgrades, system changes) that may impact service availability and performance. A major upgrade is a replacement of hardware, software or firmware with a newer or better version in order to bring the system up to date or to improve its characteristics. It usually includes a new version number.

2.14 Security
The Service Provider shall disclose its non-proprietary security processes and technical limitations to the public jurisdiction such that adequate protection and flexibility can be attained between the public jurisdiction and the Service Provider. For example: virus checking and port sniffing — the Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
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public jurisdiction and the Service Provider shall understand each other’s roles and responsibilities.

2.15 Non-disclosure and Separation of Duties
The Service Provider shall enforce separation of job duties, require commercially reasonable non-disclosure agreements, and limit staff knowledge of public jurisdiction data to that which is absolutely necessary to perform job duties.

2.16 Import and Export of Data
The public jurisdiction shall have the ability to import or export data in piecemeal or in entirety at its discretion without interference from the Service Provider. This includes the ability for the public jurisdiction to import or export data to/from other Service Providers.

2.17 Responsibilities and Uptime Guarantee
The Service Provider shall be responsible for the acquisition and operation of all hardware, software and network support related to the services being provided. The technical and professional activities required for establishing, managing
and maintaining the environments are the responsibilities of the Service Provider. The system shall be available
24/7/365 (with agreed -upon maintenance downtime) and provide service to customers as defined in the SLA.

2.18 Subcontractor Disclosure
The Service Provider shall identify all of its strategic business partners related to services provided under this contract, including but not limited to all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with the Service Provider , and who shall be involved in any application development and/or operations.

2.19 Right to Remove Individuals
The public jurisdiction shall have the right at any time to require that the Service Provider remove from interaction with public jurisdiction any Service Provider representative who the public jurisdiction believes is detrimental to its working relationship with the Service Provider . The public jurisdiction shall provide the Service Provider with notice of its determination, and the reasons it requests the removal. If the public jurisdiction signifies that a potential security violation exists with respect to the request, the Service Provider shall immediately remove such individual. The Service Provider shall not assign the person to any aspect of the contract or future work orders without the public jurisdiction’s consent.

2.20 Business Continuity and Disaster Recovery
The Service Provider shall provide a business continuity and disaster recovery plan upon request and ensure that the public jurisdiction’s recovery time objective (RTO) of 24 hours/days is met.

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2.21 Compliance with Accessibility Standards
The Service Provider shall comply with and adhere to Accessibility Standards of Section 508 Amendment to the Rehabilitation Act of 1973.

2.22 Web Services
The Service Provider shall use Web services exclusively to interface with the public jurisdiction’s data in near real time when possible.

2.23 Encryption of Data at Rest
The Service Provider shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140- 2, Security Requirements for Cryptographic Modules for all personal data, unless the public jurisdiction approves the storage of personal data on a Service Provider portable device in order to accomplish work as defined in the statement of work.

3. MODULE DESCRIPTIONS

The following describes the products purchased for use during the contract term. For a detailed description of the activities and timeline of Swiftly's implementation process, please refer to Exhibit A-2.

3.1 Transitime: Real Time Information and Prediction Solution The Swiftly Transitime product captures and transmits real -time vehicle location information and generates a real -time feed that is accessible both internally to agency staff and externally to passengers. Once configured with the static GTFS and Samsara GPS feed, Real -Time Passenger Predictions uses real time GPS data alongside historical system speeds, travel times, reliability, and more to ultimately generate highly accurate arrival predictions for passengers. These predictions are re- calculated with every GPS update, ensuring that passengers and internal staff consistently receive the most up- to-date prediction information. Real -Time Passenger Predictions includes vehicle location and prediction feeds in a variety of standard formats (GTFS - RT, JSON, and XML APls), which can be integrated with third party web and mobile applications via an extensive API library, as well as other passenger facing endpoints such as SMS and IVR systems and electronic signage.

3.2 Transitime: Passenger Predictions Map
Passengers can select specific routes overlaid on a local street map and are given arrival predictions alongside real-time vehicle location information. This map can be shared with customers or embedded within FAST's existing web site.

3.3 Transitime: Predictions Via Short Message Service (SMS) and Interactive Voice Response (IVR) Swiftly includes SMS and IVR services as part of Real- Time Passenger Predictions at no additional cost for the first 5,000 text messages, ensuring that all riders have equitable access to crucial information Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
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and improve the overall rider experience. These capabilities can be configured at any time by Swiftly's implementation team based on City of Fairfield's priorities.

For SMS and IVR capabilities, we recommend that all agencies use a dedicated phone number for accessing real-time information so that riders do not need to memorize an organizational key.

Swiftly will be able to utilize existing phone numbers when available and will provide phone numbers for any included agencies that need them. The rider simply texts or calls in with the stop number and the system will respond with the next predicted arrival time, route name, and nearest stop location. Visually impaired riders can easily call FAST's dedicated phone number to receive arrival times through an audible response. Being able to receive SMS and IVR real-time updates ensures that FAST complies with ADA regulations in sharing real-time passenger information.

3.4 Transitime: Rider Alerts
Swiftly's Rider Alerts module provides a quick and easy way to push out alerts to riders on various

platforms: Google Maps, Twitter, and more. Using the Service Alerts component of the GTFS -rt data standard, Swiftly can instantaneously push written alerts to riders on any platform that they access trip planning tools. In addition, rider alerts provide the option to post the alert to the agency's preferred Twitter feed. Alerts can be scheduled in advance or made in response to real - time service disruptions. They can be associated with the entire system, individual or groups of routes, individual or groups of stops, and include the option to link to a webpage. Swiftly's Rider Alerts align with Caltrans' recently released Minimum GTFS Guidelines, which requires agencies to publish updates to all three GTFS -rt components: Trip Updates, Vehicle Positions, and Service Alerts.

3.5 Metronome: Live Operations
Swiftly's Live Operations module provides internal staff with real-time network visualization and operational insight. This module includes a user-friendly map of the service area, a list to facilitate issue prioritization, and a ladder to identify service gaps. Vehicles are color coded in a helpful legend based on their on- time performance status ("early", "late", or "on- time") or headway status ("bunched", "expected", or "gapped"), depending on how the viewer monitors the network. Live Operations displays vehicle ID, direction, location, Run Trip ID, speed, and date/time of the last GPS location of the vehicle.

3.6 Metronome: Service Adjustments
Service Adjustments enable agencies to create on- the-fly changes to service while aligning dispatchers, conductors, customer service, and passengers around these adjustments. Dispatch can dynamically and intuitively make adjustments like station closures, added trips, and trip cancellations or delays.

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Once an adjustment is received, Swiftly automatically adjusts real -time passenger predictions and corresponding external data feeds like GTFS -rt.

These adjustments are also shared immediately with internal staff via the Swiftly Dashboard. All adjustment details are also available via API for additional integration into other systems. With Service Adjustments, agencies can record, store, and analyze adjustments and incidents to identify patterns and improve efficiency over time.

3.7 Insights: GPS Playback
Swiftly's GPS Playback allows a user to enter any date and time frame to replay route or specific vehicle movements on a map. GPS Playback presents information clearly and legibly, with distinct route lines and stops to support staff at every level in accessing historical data they need with minimal training.

While GPS Playback is used by staff across an agency, this tool is especially useful for customer service departments. Within seconds, they can investigate issues while on the phone with or responding to a customer. In many situations, the ease and speed of Swiftly has allowed customer service departments to greatly decrease call length and volume.

3.8 Insights: On Time Performance
With On -Time Performance, staff will be able to quickly view on- time performance, generate custom reports and investigate operational issues. The system compares GPS data to the static GTFS schedule to show on time , early, and late arrivals and departures at the trip, route, and system-wide level.

Users can filter by all, one, or specific groups of routes over a preferred date range and time of day to see network schedule adherence performance instantly.

Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
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Exhibit “A-2”
S
COPE OF WORK (includes quotes and Cost)
Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
Swiftly Order Form
Customer FAST
Quote Number FAS-45617
Quote Date 11/21/2024 — Pricing Valid for 30 Days
Effective Date of Service 12/30/2024
Contract Term The exact service term (the 'Initial Term'): 60 Months (12/30/2024 - 12/29/2029).

Renewal Term Pricing The annual cost shall increase by up to 3% for each one year 'Renewal Term'.

Billing Terms Annually in Advance
Marketing Terms Willingness to work with Swiftly to develop a case study, mutually agreeable press release, and ability to use your agency as a reference (website, presentations, etc.).

Annual Fees

PRODUCT NUMBER OF

VEHICLES

ANNUAL COST

PER VEHICLE

TOTAL COST

PER YEAR
Connect with Passengers
Real-time Passenger Predictions 32 $602.64 $19,284.48
Service Adjustments 32 $454.04 $14,529.28
Rider Alerts 32 $239.40 $7,660.80
Connect with Staff
GPS Playback 32 $301.32 $9,642.24
On-time Performance 32 $301.32 $9,642.24
Operator Reports 32 $307.15 $8,295.82
Live Operations 32 Included Included
Connect with Vehicles
Onboard App 32 $525.61 $16,819.52
Headsign Connector 32 $224.54 $7,185.28
AVAS Connector 32 $224.54 $7,185.28
Connect with Partners
Scalefusion MDM 32 $36 $1,152.00
TOTAL ANNUAL COST $101,396.94
TOTAL ANNUAL INCREASE AFTER YEAR 1 3%
Exhibit A-2 (Scope of Work)
Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
One-Time Fees

SERVICE / PRODUCT QTY COST PER

VEHICLE TOTAL COST
Verizon L TE: 2GB Per Tablet Per Month (for a 3 month period) 32 $62 $1,977.60 Verizon L TE: 5GB Per Router Per Month (for a 3 month period) 2 $155 $309.00 Swiftly Implementation Services (Onboard App) 6 $90 $540.00 Swiftly Implementation Services (AVAS & Headsign Connector) 27 $180 $4,860.00 Samsung Tab Active 5 14 $806 $11,287.50
3 year total Samsung ADH Warranty 14 $109 $1,528.66
Staging Services 14 $19 $262.50
GPS Lockbox ATMOS cradle and mount 14 $249 $3,483.06
Tablet Installations 14 $268 $3,745.00
TOTAL ONE-TIME COST$27,993.32
Billing Table Billing Date Amount Due*
YEAR 1 TOTAL Due12/30/2024 $129,390.26
YEAR 2 TOTAL Due12/30/2025 $104,438.85
YEAR 3 TOTAL Due12/30/2026 $107,572.01
YEAR 4 TOTAL Due12/31/2027 $110,799.17
YEAR 5 TOTAL Due12/30/2028 $114,123.15
*Tax and Shipping will be added to final invoice if applicable Swiftly Order Form (Signature Page)
Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
Payment Terms: Due Net 30. Invoice sent separately. All fees are non-refundable and non-cancellable without Swiftly’s written consent.

Pricing: The pricing contained herein contains discounts based on number of products purchased and number of vehicle licenses.

Any subsequent change to either of these pricing parameters will result in any discount being reduced or removed entirely.

SMS & Voice Limits: Up to a combined 5,000 SMS and voice calls are included per month for US customers only. Each additional 5,000 combined SMS and voice calls per month costs $125.

GPS Connected Device Fee for CalAmp Trackers: If applicable, this fee covers the cellular connectivity charges from the cellular provider and is a prepaid non-recoverable annual amount (AT&T). Swiftly does not provide support for these devices in the event of malfunction, depreciation or troubleshooting.

Sales Tax: If your agency is not tax exempt, sales tax may be added to this purchase order.

Terms of Use: By signing below, Customer agrees that this Order Form is subject to, and Customer is bound by, the Swiftly SaaS Terms of Service located at: http://goswift.ly/saas-terms-of-service (the “Swiftly Terms”). Unless otherwise specifically stated in an Addendum, in the event of a conflict between the Addendum and the Swiftly Terms, the Swiftly Terms shall govern.

Customer: Swiftly, Inc.

Signature Signature
Rob Gaffney
Name Name
CFO
Title Title
Date Date
2261 Market Street #4151
San Francisco, CA 94114
Address Address
Billing Contact Name
Billing Email
Maribel Galsim
[email protected]
2000 Cadenasso Dr.

Fairfield, CA 94533
11 / 25 / 2024
Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
Billing Phone
Order Details
• We use a Software as a Service (SaaS) model with annual subscriptions per product. There are no hosting or maintenance fees. • Subscriptions include unlimited users within your agency. • We believe in data access and availability. As long as your agency is a paying customer, you will have easy access to download up to three years data from the modules you purchase.
• Every time we update the platform or launch or a new feature, your agency will automatically have access to that feature so long as you have paid for that module. Since the system is cloud-based, you will never need to download or re-install new software.

Simply login and you’ll see the new feature!
• We pride ourselves on having the best support team in the industry. Always feel free to reach out with questions, comments, or suggestions on how we can better serve you. We typically respond to inquiries within 24 hours.

Technical Requirements
Swiftly’s Dashboard:
• The core Swiftly dashboard is hosted in the cloud – you do not need to install or download any software. • You can access the software from any computer, anywhere, anytime. • Swiftly works on the latest version of any browser.

Onboard App:
• The Onboard App is an Android app that must be installed on an Android device. • If you do not have an Android device, you may also use Swiftly’s web-based Onboard App on iOS devices. This app is supported by most web browsers.
• Onboard App works on the latest versions of Android and iOS, and updates can be rolled out through the App Store • Please contact your Account Executive for a list of supported devices and mobile browsers for Onboard App. (707) 434-3800
Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
City OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT

15 Rev. 01/18/2024

EXHIBIT “B”

PAYMENT

1. The price for Services rendered by Service Provider shall be as outlined below in item 5, “Detailed Cost Structure” which is based on fees for Services provided for a 60-month period.

2. City shall pay Service Provider within 30 days after receipt of Service Provider ’s invoice.

3. The obligation to pay for Services commences on the Acceptance Date.

4. NON-REIMBURSABLE EXPENSES
Service Provider shall be responsible for all costs and expenses incurred by Service Provider, personnel of Service Provider and subcontractors of Service Provider, in connection with this Agreement, including, without limitation, payment of salaries, fringe benefit contributions, payroll taxes, withholding taxes, and other taxes or levies, office overhead expenses, travel expenses, telephone and other telecommunication expenses, and document reproduction expenses.

5. SMS & Voice Limits
Up to a combined 5,000 SMS and voice calls are included per month for US customers only. Each additional 5,000 combined SMS and voice calls per month costs $125.

Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
City OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT

16 Rev. 01/18/2024

EXHIBIT “C”

GENERAL PROVISIONS
1) INDEPENDENT SERVICE PROVIDER . At all times during the term of this Agreement, Service Provider shall be an independent contractor and shall not be an employee of City. City shall have the right to control Service Provider only insofar as the results of Service Provider's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Service Provider accomplishes services rendered pursuant to this Agreement.

2) LICENSES; PERMITS; ETC. Service Provider represents and warrants to City that Service Provider has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required for Service Provider to practice Service Provider's profession. Service Provider represents and warrants to City that Service Provider shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any licenses, permits, and approvals which are legally required for Service Provider to practice his profession.

3) TIME. Service Provider shall devote such services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of Service Provider 's obligations pursuant to this Agreement.

4) SERVICE PROVIDER NOT AN AGENT. Except as City may specify in writing, Service Provider shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Service Provider shall have no authority, express or implied, pursuant to this Agreement, to bind City to any obligation whatsoever.

5) ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect.

6) PERSONNEL. Service Provider shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by Service Provider to perform services pursuant to this Agreement, Service Provider shall remove any such person immediately upon receiving notice from City of the desire of City for the removal of such person or persons.

7) STANDARD OF PERFORMANCE. Service Provider shall perform all services required pursuant to this Agreement. Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which Service Provider is engaged in the geographical area in which Service Provider practices his profession. All products which Service Provider delivers to City pursuant to this Agreement shall be prepared in a workmanlike manner and conform to the standards of quality normally observed by a person practicing in Service Provider 's profession. City shall be the sole judge as to whether the product of the Service Provider is satisfactory.

Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
City OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT

17 Rev. 01/18/2024

8) CANCELLATION OF AGREEMENT. City shall have the right to terminate this agreement by providing thirty (30) days written notice to Service Provider. Provided however that City shall make reasonable efforts to notify Service Provider as soon as possible that Service Provider may be subject to termination under this clause.

Additionally, this Agreement may be canceled on the anniversary of the Effective Date of this Agreement by the City at the discretion of the City Managers, or his/her designee, upon thirty (30) days written notification to Service Provider. Service Provider and City agree that there shall be no refund of fees for services performed and costs incurred up to and including the date of receipt of written notice of cancellation. Service Provider shall be entitled to no further compensation for work performed after the cancellation date. All completed and incomplete reports and documents of the Service Provider provided under this Agreement up to the date of the receipt of written notice to cease work shall become the property of City. Such rights shall be in addition to any right or remedy to which City may be entitled to under this Agreement.

9) INDEMNIFY AND HOLD HARMLESS.

a) If AGREEMENT is an agreement for design professional services subject to California Civil Code § 2782.8(a) and Service Provider is a design professional, as defined in California Civil Code § 2782.8(c)(2), to the fullest extent allowed by law, Service Provider shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating t o the negligence, recklessness, or willful misconduct of the Service Provider, except where caused by the active negligence, sole negligence, or willful misconduct of the City.

b) If AGREEMENT is not an agreement for design professional services subject to California Civil Code § 2782.8(a) or Service Provider is not a design professional as defined in subsection 10(a) above, to the fullest extent allowed by law, Service Provider shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, serious errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Service Provider or any person directly or indirectly employed by or acting as agent for Service Provider in the performance of this Agreement, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.

It
is understood that the duty of Service Provider to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.

Acceptance of insurance certificates and endorsements required under this Agreement does not relieve Service Provider from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.

Service Provider’s responsibility for such defense and indemnity shall survive Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
City OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT

18 Rev. 01/18/2024

termination or completion of this agreement for the full period of time allowed by law.

10) PROHIBITED INTERESTS. No employee of the City shall have any direct financial interest in this agreement. This agreement shall be voidable at the option of the City if this provision is violated.

11) LOCAL EMPLOYMENT POLICY. The City desires wherever possible, to hire qualified local residents to work on city projects. Local resident is defined as a person who resides in Solano County. The City encourages an active affirmative action program on the part of its contractors, sub- contractors, and developers. When local projects require, subcontractors, contractors, consultants and developers will solicit proposals from qualified local firms where possible.

As a way of responding to the provisions of the Davis-Bacon Act and this program, contractor, consultants, and developers will be asked, to provide no more frequently than monthly, a report which lists the employee's name, job class, hours worked, salary paid, city of residence, and ethnic origin.

12) SERVICE PROVIDER NOT A PUBLIC OFFICIAL. Service Provider is not a "public official" for purposes of Government Code §§ 87200 et seq. Service Provider conducts research and arrives at his or her conclusions, advice, recommendation, or counsel independent of the control and direction of the City or any City official, other than normal contract monitoring. In addition, Service Provider possesses no authority with respect to any City decision beyond these conclusions, advice, recommendation, or counsel.

13) EMPLOYMENT DEVELOPMENT DEPARTMENT REPORTING REQUIREMENTS.

When the City executes an agreement for or makes payment to Service Provider in the amount of $600 (six hundred dollars) or more in any one calendar year, Service Provider shall provide the following information to City to comply with Employment Development Department (EDD) reporting requirements:

a) Whether Service Provider is doing business as a sole proprietorship, partnership, limited liability partnership, corporation, limited liability corporation, non- profit corporation or other form of organization.

b) If Service Provider is doing business as a sole proprietorship, Service Provider shall provide the full name, address and social security number or federal tax identification number of the sole proprietor.

c) If Service Provider is doing business as other than a sole proprietorship, Service Provider shall provide Service Provider’s federal tax identification number.

14) NOTICES. All notices shall be given in writing to the following addresses or other such addresses as the parties may designate by written notice:

To City: City of Fairfield
Attn: Shaun Vigil
c/o Public Works - Transportation
2000 Cadenasso Dr
Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
City OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT

19 Rev. 01/18/2024

Fairfield, California 94533

To Service Provider:

Swiftly, Inc.

Attn: Rob Gaffney
2261 Market Street
#4151
San Francisco, CA, 94114

15) GOVERNING LAW AND VENUE. This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of Solano.

16) PROPRIETARY AND CONFIDENTIAL INFORMATION. Service Provider agrees that all of the information it obtains from City constitutes City’s confidential property (“Confidential Information”) regardless of whether such information is pre- marked as confidential or in any other manner to indicate its confidential nature. Except as expressly authorized herein, Service Provider agrees to hold in confidence and not disclose any Confidential Information. Service Provider further agrees to establish such systems and procedures as may be reasonable to maintain City’s Confidential Information. Service Provider’s nondisclosure obligation shall not apply to information which Service Provider can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of Service Provider ; (c) is rightfully obtained by Service Provider from a third party without breach of any confidentiality obligation; or (d) is required to be disclosed pursuant to the order or requirement of a court, administrative agency, federal law, foreign state law, California state law, applicable regulatory authorities, or other governmental body.

17) DIVULGING OF CONFIDENTIAL OR PROPRIETARY INFORMATION. Should City require the services of a third party to operate, maintain or modify the Product(s) nothing in this Agreement shall preclude City from doing so. City shall provide Service Provider with as much notice as practicable before utilizing or divulging any proprietary information or trade secrets so that Service Provider may coordinate and or limit the delivery of said information to the third party necessary to accomplish said operation, modification or maintenance. Any third party receiving Confidential or Proprietary Information or trade secrets under this paragraph must agree to the same prohibition against disclosure as City.

18) SEVERABILITY. The City and the Service Provider agree that if any provision of this Agreement is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the Agreement shall remain in full force and effect.

Either party having knowledge of such term or provision shall promptly inform the other of the presumed non-applicability of such provision.

Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
City OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT

20 Rev. 01/18/2024

EXHIBIT “D”

INSURANCE REQUIREMENTS
Service Provider shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Service Provider, its agents, representatives, or employees.

1) MINIMUM SCOPE AND LIMITS OF INSURANCE

a) Commercial General Liability coverage (occurrence Form CG 00 01) with minimum limits of $1,000,000 per occurrence for bodily injury, personal injury, products and completed operations, and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

b) Automobile Liability coverage (Form CA 00 01 with Code 1 – any auto) with minimum limits of $1,000,000 per accident for bodily injury and property damage.

c) Workers’ Compensation insurance as required by the State of California and Employers’ Liability insurance, each in the amount of $1,000,000 per accident for bodily injury or disease.

2) INDUSTRY SPECIFIC COVERAGES

The following insurance is also required.

X Cyber Liability Insurance in the minimum amount of $1,000,000 per occurrence Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
City OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT

21 Rev. 01/18/2024

3) INSURANCE PROVISIONS
a) DEDUCTIBLES AND SELF-INSURED RETENTIONS. Any deductibles or self- insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Service Provider shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

b) The general and automobile liability policies (and if applicable, cyber liability, garage keepers liability and builder’s risk policies) are to contain, or be endorsed to contain, the following provisions:

i) The City, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Service Provider; products and completed operations of the Service Provider; premises owned, occupied or used by the Service Provider; and automobiles owned, leased, hired or borrowed by the Service Provider. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers.

ii) For any claims related to this project, the Service Provider’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City, its officers, officials, employees or volunteers shall be excess of the Service Provider’s insurance and shall not contribute with it.

iii) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.

iv) The Service Provider’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

v) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the City.

vi) The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce the Service Provider’s policy limits of coverage. Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater.

Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
City OF FAIRFIELD
TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT

22 Rev. 01/18/2024

c) ACCEPTABILITY OF INSURER. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

d) VERIFICATION OF COVERAGE . CONSULTANT shall furnish the CITY with original endorsements effecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf.

The endorsements are to be on forms equivalent to CG 20 10 11 85 subject to CITY approval. All insurance certificates and endorsements are to be received and approved by the CITY before work commences, these documents must be submitted electronically through the Exigis insurance system,
[email protected]. At the request
of the CITY, CONSULTANT shall provide complete copies of all required insurance policies, including endorsements effecting the coverage required by these specifications.

e) SUB-CONTRACTORS. Service Provider shall require all subcontractors to procure and maintain insurance policies subject to the requirements of Exhibit D. Failure of Service Provider to verify existence of sub- contractor’s insurance shall not relieve Service Provider from any claim arising from sub- contractors work on behalf of Service Provider.

Doc ID: 9afd848e2b68237231cc36344a3a67668df883c5
FAST Contract with Swiftly
Swiftly_Renewal_Dec2024__1_.pdf
9afd848e2b68237231cc36344a3a67668df883c5

MM / DD / YYYY
Signed
11 / 25 / 2024
14:19:46 UTC-8
Sent for signature to Rob Gaffney ([email protected]) from [email protected]
IP: 73.231.173.111
11 / 25 / 2024
14:28:24 UTC-8
Viewed by Rob Gaffney ([email protected])
IP: 73.95.73.16
11 / 25 / 2024
14:28:51 UTC-8
Signed by Rob Gaffney ([email protected])
IP: 73.95.73.16
The document has been completed.
11 / 25 / 2024
14:28:51 UTC-8

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