SECOND MODIFICATION TO
BETTERUP ENTERPRISE AGREEMENT
This Second Modification to the BETTERUP ENTERPRISE AGREEMENT (“Second Modification”) is dated and executed as of _________________ ("Execution Date"), and is by and between the CITY OF SANTA MONICA (“City”), a California Municipal corporation, and BETTERUP, INC. (“BetterUp”), collectively referred to herein as “the Parties.”
RECITALS
A. The City and BetterUp are parties to the professional services agreement referred to as the BetterUp Enterprise Agreement (hereinafter the "Original Agreement ") dated June 30, 2020. Under the Original Agreement BetterUp provides to City professional services related to the leadership, development, and performance coaching of City personnel.
B. On March 25, 2021, the Parties executed the First Modification to BetterUp Enterprise Agreement (“First Modification”). The First Modification amended the Original Agreement to extend its term and to include additional services provided to the City by BetterUp and the corresponding compensation.
B. The City and BetterUp now desire to further modify the Original Agreement to include additional BetterUp services to be provided to the City and to adjust the compensation paid to BetterUp for the additional services, and to do so under the terms and conditions agreed to by the Parties to the Original Agreement as modified by the First Modification. The Original Agreement and the First Modification are collectively referred hereafter as “the Agreement” for the purposes of this Second Modification.
C. Any terms or conditions not specifically amended or provided for herein shall have the meanings given to such terms and conditions as understood by the Parties by and through their execution of the Agreement.
NOW, THEREFORE, the Agreement is amended as follows:
1. Section 8.1 of the Agreement (“Fees”), as amended by Section 2 of the First Modification, is hereby deleted in its entirety and is replaced with the following:
“8.1 Fees. The fees and compensation to be paid by the City to BetterUp for providing the City with the BetterUp Services under this Agreement is set forth in the respective Orders that comprise Exhibit A. The total amount of compensation paid by the City to BetterUp under this Agreement shall not exceed $292,500, unless said total amount is modified by the Parties in writing. Except as otherwise specified herein or in an Order that is included in Exhibit A, (i) fees are based on access rights acquired and not actual
DocuSign Envelope ID: 0EF3ACB4-BFA8-4BB3-BB59-683B3B111882 Contract #11048 CCS 2 usage, (ii) payment obligations are noncancelable and non-refundable, and (iii) access rights purchased for the number of Users cannot be decreased during the relevant Subscription Term.”
2. Exhibit A-3 “Order Three”, a copy of which is attached to this Second Modification, is made a part of, and incorporated into, the Agreement.
Except as amended herein by this Second Modification, all other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Second Modification on the date set forth 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
oration
#VENDOR
By: ________________________________
DocuSign Envelope ID: 0EF3ACB4-BFA8-4BB3-BB59-683B3B111882 1/24/2022
BetterUp Enterprise Order Form CU 2010910
013227-05736-00004277
1 EXHIBIT A-3 TO BETTERUP ENTERPRISE AGREEMENT
ORDER THREE
This Order is subject to the terms and conditions contained in the BetterUp Enterprise Agreement effective June 30, 2020 by and between the City of Santa Monica, a California municipal corporation (“Company”) and BetterUp, Inc. (“BetterUp”) (the “Agreement”), which is incorporated into this Order by this reference. In the event of any conflict between the Agreement and this Order, the Agreement shall prevail.
Description and Terms
Services BetterUp offers wellbeing and performance coaching through a variety of behavioral techniques and methods on the BetterUp Platform. This consists of one-on-one videoconferencing with BetterUp Coaches on the BetterUp Platform and may also include other services such as access to extended network, assessment and performance tools, BetterUp Analytics, and other learning content. BetterUp provides the Company with the right to access BetterUp Platform and to enable its Users with BetterUp Services during the Subscription Term.
Subscription The subscription provides the Company with the rights to provide access during the Subscription Term with the following User limits:
1. Up to 2,500 BU Care Users. A BU Care User is defined as the total number of individual Users who will be invited to the program and may, at any time, log into the BetterUp Platform to schedule and receive thirty (30) minute one-to-one behavior health coaching sessions (typically one session per week), schedule participation in coaching circles, and full access to all BetterUp Platform features as well extended network.
For clarity, all access ceases on the Subscription Term end date (unless such term is renewed via separate Scope of Work form).
Subscription Term Start Date: )HEUXDU\, 202
End Date: -XQH
Subscription Fee U.S. $40,000.00
Payment Term Invoiced upon execution of this Order: U.S. $40,000.00 after a one-time discount of $9,000 Additional Terms
Coaching Sessions and Users: Purchases of BetterUp Services are committed as of the Order Effective Date, regardless of whether accounts are activated by Users or Coaching time is used. Coaching sessions/time cannot be banked or rolled over to renewals. Company shall not be entitled to receive any refund or credit if the total Users is fewer than specified above.
Payment: All invoices are due and payable within thirty (30) days of the invoice date. If Company requires a purchase order (“PO”) as indicated below, Company will promptly provide a PO to BetterUp (but Company’s failure to provide a timely PO will not affect the payment timing in this Order).
Company agrees and acknowledges that it has not relied on the future availability of any feature, functionality, or product.
PO # Required on Invoice: Yes or No If yes, PO #: _______________ Billing Information
Billing Contact: City of Santa Monica HR Department
Billing Email: [email protected]
Billing Address: 1685 Main St. Ste. 101, Santa Monica, CA 90405
Billing Phone: 310-458-8246
[SIGNATURE PAGE TO FOLLOW]
DocuSign Envelope ID: 0EF3ACB4-BFA8-4BB3-BB59-683B3B111882 BetterUp Enterprise Order Form CU 2010910
013227-05736-00004277
2 This Order shall be effective upon execution by Company and BetterUp (“Order Effective Date”).
COMPANY BETTERUP, INC.
Signature:
Print Name:
Title:
Date: _______________________________________
Signature:
Print Name:
Title:
Date: _______________________________________
By NF at 1:50 pm, Oct 08, 2021
DocuSign Envelope ID: 0EF3ACB4-BFA8-4BB3-BB59-683B3B111882