1 FIRST MODIFICATION OF AGREEMENT NO. 10813 (CCS)
This First Modification of Agreement Number 10813 (CCS) (“First Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and The Superlative Group (“SUPERLATIVE”) is made with reference to the following:
RECITALS
A. On or about April 9, 2015, the City and SUPERLATIVE entered into a Professional Services Agreement (formerly CT# 2999) to provide professional services to the City in connection with procuring sponsors for the City’s bikeshare system (“Original Agreement”). The Original Agreement expired on June 30, 2018.
B. On or about June 25, 2019, the City and SUPERLATIVE amended and restated the terms and conditions of the Original Agreement with an Amended and Restated Professional Services Agreement Number 10813 (CCS) (“Amended and Restated Agreement”). The Amended and Restated Agreement extended the Term of the Original Agreement two additional years through November 12, 2020 with an option to extend the Term an additional three years.
C. On June 24, 2020, the City Council of the City of Santa Monica authorized the City Manager to negotiate and execute a first modification to the Amended and Restated Agreement in the amount $75,000 for conducting a valuation of viable advertising, naming rights, and sponsorship opportunities relating to the City’s assets.
D. The City and SUPERLATIVE desire to modify the Amended and Restated Agreement to include additional services to be performed by SUPERLATIVE and to increase the contract price to pay for those additional services.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Amended and Restated Agreement as follows:
1. Section 2 of the Amended and Restated Agreement entitled “SUPERLATIVE Services” shall be modified by adding the following paragraph:
Additional Services. SUPERLATIVE will perform all of the additional services described in Exhibit A-1, Scope of Services (“Additional Services”). SUPERLATIVE will complete the Additional Services in accordance with Exhibit B-1, Budget.
2. Section 4 of the Amended and Restated Agreement entitled “Compensation” shall be modified by adding the following paragraph:
Compensation. The City will compensate SUPERLATIVE for the Additional Services in an amount not to exceed $75,000, as set forth in Exhibit B-1 (“Additional Services Compensation”). The total contract DocuSign Envelope ID: 235C0FA0-BCD7-4636-85B0-30C4AC644DDD 7/15/2020
2 price for services pursuant to the Amended and Restated Agreement and this First Modification shall not exceed $791,734.
3. Exhibit A-1 and Exhibit B-1 are attached hereto and incorporated herein by this reference.
4. Section 6.2 of the Amended and Restated Agreement, a subsection of Section 6 entitled “Notice”, shall be modified by replacing the currently existing paragraph with the following paragraph:
All notices, demands, requests or approvals to Superlative:
The Superlative Group, Inc.
2843 Franklin Blvd.
Cleveland, Ohio 44113
Attention: Kyle D. Canter
Except as expressly modified by this First Modification, all other terms and conditions of the Amended and Restated Agreement shall be and remain in full force and effect.
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
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
SUPERLATIVE Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 235C0FA0-BCD7-4636-85B0-30C4AC644DDD 7/15/2020
Interim City Attorney
George Cardona
The Superlative Group, Inc.
Kyle Canter, COO
7/15/2020
Kyle Canter
Interim City Manager
7/15/2020
Lane Dilg
City Clerk
7/15/2020
Denise Anderson-Warren
3 DocuSign Envelope ID: 235C0FA0-BCD7-4636-85B0-30C4AC644DDD 4 Exhibit A-1
Scope of Services
The Superlative Group will identify and value assets that the City of Santa Monica has available to generate revenue through advertising, naming rights, and sponsorship opportunities. Superlative will develop a comprehensive asset database and valuation, and final deliverables will be completed in under four months. However, the completion of the final deliverables shall not be unreasonable conditioned or delayed by the City. Services will include but are not limited to:
1. Site Visits: Superlative valuation team will meet with City staff to view assets being valued and to initiate the asset research process.
2. Information Gathering: Superlative will coordinate with City staff to collect relevant documentation such as strategic plans, design briefs, and project renderings.
3. Development of Asset Database: Superlative will compile list of the City’s assets and asset packages and determine their quantitative value based on local, regional, and national media rates and qualitative value based on other relevant information.
4. Contract and Policy Analysis: Superlative will review the City’s existing policies and partnership agreements to identify potential challenges and limitations that could impact revenue generation. Superlative will also make recommendations on policy changes for the City.
5. Industry Benchmarking: Superlative will identify target corporate partners and comparable corporate partnership contracts relevant to the City’s opportunities.
6. Valuation Report: Superlative will present its findings through a final report presented to City staff. For avoidance of doubt, the valuation report, including any drafts and all information and data collected in preparing the report, shall be considered work product owned by the City under section 19 of the Amended and Restated Agreement.
DocuSign Envelope ID: 235C0FA0-BCD7-4636-85B0-30C4AC644DDD 5 Exhibit B-1
Budget
A flat rate project fee (inclusive of all expenses incurred) for asset database development and valuation: $75,000.
Payment schedule: The Additional Services Compensation shall be paid in two installments: (i) the first installment of Twenty-Five Thousand USD ($25,000), which equals
33.3% of the Additional Services Compensation, shall be paid upon delivery by Superlative of the Information Request relating to the City’s assets; and (ii) the second installment of Fifty Thousand USD ($50,000), which equals the remaining 66.7% of the Additional Services Compensation, shall be paid upon delivery by Superlative of the final draft of the valuation report in relation to the City’s assets.
The total amount of Additional Services Compensation shall not exceed Seventy-Five Thousand Dollars ($75,000).
City’s obligation to pay the Additional Services Compensation to Superlative shall survive the termination or expiration of the Amended and Restated Agreement, in the event that such payments have not been paid upon the termination or expiration of the Amended and Restated Agreement.
DocuSign Envelope ID: 235C0FA0-BCD7-4636-85B0-30C4AC644DDD